Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 05, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Roadrunner Transportation Systems, Inc. | ||
Entity Central Index Key | 0001440024 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 56.9 | ||
Entity Common Stock, Shares Outstanding | 939,038,286 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
ASSETS | ||
Cash and cash equivalents | $ 11,179 | $ 25,702 |
Accounts receivable, net of allowances of $9,980 and $10,891, respectively | 274,843 | 321,629 |
Income tax receivable | 3,910 | 14,749 |
Prepaid expenses and other current assets | 61,106 | 36,306 |
Total current assets | 351,038 | 398,386 |
Property and equipment, net of accumulated depreciation of $130,077 and $107,037, respectively | 188,706 | 159,547 |
Other assets: | ||
Goodwill | 264,826 | 264,826 |
Intangible assets, net | 42,526 | 49,648 |
Other noncurrent assets | 6,361 | 3,636 |
Total other assets | 313,713 | 318,110 |
Total assets | 853,457 | 876,043 |
Current liabilities: | ||
Current maturities of debt | 13,171 | 9,950 |
Current capital lease obligation | 13,229 | 2,397 |
Accounts payable | 160,242 | 171,905 |
Accrued expenses and other current liabilities | 110,943 | 103,012 |
Total current liabilities | 297,585 | 287,264 |
Deferred tax liabilities | 3,953 | 14,282 |
Other long-term liabilities | 7,857 | 3,705 |
Total debt, net of current maturities | 155,596 | 189,460 |
Long-term capital lease obligation | 37,737 | 7,168 |
Preferred stock | 402,884 | 263,317 |
Total liabilities | 905,612 | 765,196 |
Commitments and contingencies (Note 13) | ||
Stockholders' investment: | ||
Common stock $.01 par value; 105,000 shares authorized; 38,897 and 38,423 shares issued and outstanding, respectively | 389 | 384 |
Additional paid-in capital | 404,870 | 403,166 |
Retained deficit | (457,414) | (292,703) |
Total stockholders’ (deficit) investment | (52,155) | 110,847 |
Total liabilities and stockholders' investment | $ 853,457 | $ 876,043 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowances | $ 9,980 | $ 10,891 |
Property and equipment, net of accumulated depreciation | $ 130,077 | $ 107,037 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 105,000,000 | 105,000,000 |
Common stock, shares issued | 38,897,000 | 38,423,000 |
Common stock, shares outstanding | 38,897,000 | 38,423,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Revenues | $ 2,216,141 | $ 2,091,291 | $ 2,033,200 |
Operating expenses: | |||
Purchased transportation costs | 1,518,415 | 1,430,378 | 1,364,055 |
Personnel and related benefits | 309,753 | 296,925 | 286,134 |
Other operating expenses | 397,468 | 393,731 | 374,979 |
Depreciation and amortization | 42,767 | 37,747 | 38,145 |
Gain from sale of Unitrans | 0 | (35,440) | 0 |
Impairment charges | 1,582 | 4,402 | 373,661 |
Operations restructuring costs | 4,655 | 0 | 0 |
Total operating expenses | 2,274,640 | 2,127,743 | 2,436,974 |
Operating loss | (58,499) | (36,452) | (403,774) |
Interest expense | |||
Interest expense - preferred stock | 105,688 | 49,704 | 0 |
Interest expense - debt | 11,224 | 14,345 | 22,827 |
Total interest expense | 116,912 | 64,049 | 22,827 |
Loss from debt extinguishment | 0 | 15,876 | 0 |
Loss before income taxes | (175,411) | (116,377) | (426,601) |
Benefit from income taxes | (9,814) | (25,191) | (66,281) |
Net loss | $ (165,597) | $ (91,186) | $ (360,320) |
Loss per share: | |||
Basic (in usd per share) | $ (4.30) | $ (2.37) | $ (9.40) |
Diluted (in usd per share) | $ (4.30) | $ (2.37) | $ (9.40) |
Weighted average common stock outstanding: | |||
Basic (shares) | 38,552 | 38,405 | 38,318 |
Diluted (shares) | 38,552 | 38,405 | 38,318 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficit) Investment - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Deficit) |
Balance, shares at Dec. 31, 2015 | 38,265,869 | |||
Balance at Dec. 31, 2015 | $ 556,439 | $ 383 | $ 397,253 | $ 158,803 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of restricted stock units, net of taxes paid, shares | 74,738 | |||
Issuance of restricted stock units, net of taxes paid | (303) | $ 0 | (303) | |
Issuance costs from secondary stock offering | (33) | (33) | ||
Share-based compensation | 2,232 | 2,232 | ||
Tax benefit (deficiency) on share-based compensation | (547) | (547) | ||
Net income (loss) | (360,320) | (360,320) | ||
Balance at Dec. 31, 2016 | 197,468 | $ 383 | 398,602 | (201,517) |
Balance, shares at Dec. 31, 2016 | 38,340,607 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of restricted stock units, net of taxes paid, shares | 82,499 | |||
Issuance of restricted stock units, net of taxes paid | (239) | $ 1 | (240) | |
Share-based compensation | 2,233 | 2,233 | ||
Tax benefit (deficiency) on share-based compensation | 2,571 | 2,571 | ||
Net income (loss) | (91,186) | (91,186) | ||
Balance at Dec. 31, 2017 | $ 110,847 | $ 384 | 403,166 | (292,703) |
Balance, shares at Dec. 31, 2017 | 38,423,000 | 38,423,106 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of restricted stock units, net of taxes paid, shares | 94,001 | |||
Issuance of restricted stock units, net of taxes paid | $ (81) | $ 1 | (82) | |
Share-based compensation | 1,786 | 1,786 | ||
Exercise of warrants, shares | 379,572 | |||
Exercise of warrants | 4 | $ 4 | 0 | |
Net income (loss) | (165,597) | (165,597) | ||
Balance at Dec. 31, 2018 | $ (52,155) | $ 389 | $ 404,870 | $ (457,414) |
Balance, shares at Dec. 31, 2018 | 38,897,000 | 38,896,679 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net loss | $ (165,597) | $ (91,186) | $ (360,320) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 43,547 | 38,880 | 40,720 |
Loss on disposal of property and equipment | 3,212 | 1,637 | 4,144 |
Gain on sale of business | 0 | (35,440) | (5,416) |
Share-based compensation | 1,786 | 2,233 | 2,232 |
Change in fair value of preferred stock | 104,568 | 18,387 | 0 |
Amortization of preferred stock issuance costs | 1,120 | 16,112 | 0 |
Loss from debt extinguishment | 0 | 15,876 | 0 |
Adjustments to contingent purchase obligations | 1,840 | 0 | (2,458) |
Provision for bad debts | 3,479 | 5,964 | 5,127 |
Deferred tax benefit | (10,624) | (27,066) | (43,441) |
Impairment charges | 1,582 | 4,402 | 373,661 |
Changes in (net of acquisitions): | |||
Accounts receivable | 43,902 | (70,171) | (18,020) |
Income taxes receivable | 9,935 | 26,017 | (20,103) |
Prepaid expenses and other assets | (26,052) | (753) | 8,152 |
Accounts payable | (12,291) | 28,960 | 32,901 |
Accrued expenses and other liabilities | 5,187 | 20,596 | 11,675 |
Net cash provided by (used in) operating activities | 5,594 | (45,552) | 28,854 |
Cash flows from investing activities: | |||
Capital expenditures | (25,495) | (14,517) | (17,573) |
Proceeds from sale of property and equipment | 2,780 | 3,636 | 6,980 |
Proceeds from sale of business | 0 | 88,512 | 1,000 |
Net cash (used in) provided by investing activities | (22,715) | 77,631 | (9,593) |
Cash flows from financing activities: | |||
Borrowings under revolving credit facilities | 695,751 | 264,405 | 292,124 |
Payments under revolving credit facilities | (708,256) | (290,068) | (262,573) |
Debt borrowings | 557 | 56,927 | 0 |
Debt payments | (19,082) | (278,819) | (18,500) |
Debt issuance cost | (373) | (4,672) | (871) |
Cash collateralization of letters of credit | 0 | (175) | 0 |
Payment of debt extinguishment costs | 0 | (10,960) | 0 |
Payments of contingent purchase obligations | 0 | 0 | (2,455) |
Preferred stock issuance costs | (1,120) | (16,112) | 0 |
Proceeds from issuance of preferred stocks and warrants | 34,999 | 540,500 | 0 |
Preferred stock payments | 0 | (293,000) | 0 |
Proceeds from Warrant Exercises | 4 | 0 | 0 |
Issuance of restricted stock units, net of taxes paid | (81) | (239) | (303) |
Proceeds from Insurance Premium Financing | 17,782 | 0 | 0 |
Proceeds from Insurance Premiums Collected | (12,133) | 0 | 0 |
Reduction of capital lease obligation | (5,450) | (3,677) | (5,100) |
Net cash provided by financing activities | 2,598 | (35,890) | 2,322 |
Net increase (decrease) in cash and cash equivalents | (14,523) | (3,811) | 21,583 |
Cash and cash equivalents: | |||
Beginning of period | 25,702 | 29,513 | 7,930 |
End of period | 11,179 | 25,702 | 29,513 |
Supplemental cash flow information: | |||
Cash paid for interest | 10,408 | 28,129 | 19,473 |
Cash refunds from income taxes, net | (9,597) | (25,254) | (3,943) |
Non-cash sale of business | 0 | 0 | 3,860 |
Non-cash capital leases and other obligations to acquire assets | 46,973 | 7,193 | 0 |
Capital expenditures, not yet paid | $ 628 | $ 0 | $ 0 |
Organization, Nature of Busines
Organization, Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Nature of Business and Significant Accounting Policies | 1. Organization, Nature of Business and Significant Accounting Policies Nature of Business Roadrunner Transportation Systems, Inc. (the “Company”) is headquartered in Downers Grove, Illinois with operations primarily in the United States and is organized in the following three segments: Truckload & Express Services (“TES”), Less-than-Truckload (“LTL”), and Ascent Global Logistics (“Ascent”). Within its TES segment, the Company serves customers throughout North America and provides the following services: air and ground expedite; over-the-road operations, including dry van, temperature controlled and flatbed; intermodal drayage and chassis management; and local, warehousing and other logistics. Within its LTL segment, the Company delivers LTL shipments throughout the United States and parts of Canada and operates service centers, complemented by relationships with numerous pick-up and delivery agents. Within its Ascent segment, the Company provides third-party domestic freight management, international freight forwarding, customs brokerage, and retail consolidation solutions. Principles of Consolidation The accompanying audited consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation. The Company owns 37.5% of Central Minnesota Logistics, Inc. (“CML”), which operates as one of the Company's brokerage agents. CML is accounted for under the equity method and is insignificant to the consolidated financial statements. The Company records its investment in CML in other noncurrent assets and recognizes its share of the net income or loss of CML. Change in Accounting Principle On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, which was updated in August 2015 by ASU No. 2015-14, Revenue from Contracts with Customers (“Topic 606”). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-08 (“ASU 2016-08”), Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net). Under ASU 2016-08, when another party is involved in providing goods or services to a customer, an entity is required to determine whether the nature of its promise is to provide the specified good or service (that is, the entity is a principal) or to arrange for that good or service to be provided by another party. When the principal entity satisfies a performance obligation, the entity recognizes revenue in the gross amount. When an entity that is an agent satisfies the performance obligation, that entity recognizes revenue in the amount of any fee or commission to which it expects to be entitled. The Company determined key factors from the five-step process to recognize revenue as prescribed by the new standard that may be applicable to each of the Company's operating businesses that roll up into its three segments. Significant customers and contracts from each business unit were identified and the Company reviewed these contracts. The Company completed the evaluation of the provisions of these contracts and compared the historical accounting policies and practices to the requirements of the new standard including the related qualitative disclosures regarding the potential impact of the effects of the accounting policies and a comparison to the Company's previous revenue recognition policies. The Company determined that certain transactions with customers required a change in the timing of when revenue and related expense is recognized. The guidance was applied only to contracts that were not completed at the date of initial adoption. The Company elected the modified retrospective method which required a cumulative adjustment to retained earnings instead of retrospectively adjusting prior periods. The Company recorded a $0.9 million benefit to opening retained earnings as of January 1, 2018 for the cumulative impact of adoption related to the recognition of in-transit revenue. Results for 2018 are presented under Topic 606, while prior periods were not adjusted. The adoption of Topic 606 did not have a material impact on the Company's consolidated financial statements for the year ended December 31, 2018 . The disclosure requirements of Topic 606 are included within the Company's revenue recognition accounting policy below. Use of Estimates The preparation of financial statements, in conformity with accounting principles generally accepted in the United States (“GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Segment Reporting The Company determines its segments based on the information utilized by the chief operating decision maker, the Company’s Chief Executive Officer, to allocate resources and assess performance. Based on this information, the Company has determined that it has three segments: TES, LTL, and Ascent. The Company changed its segment reporting effective January 1, 2018 when it integrated its truckload brokerage business into the Ascent domestic freight management business. Segment information for prior periods has been revised to align with the new segment structure. Cash and Cash Equivalents Cash equivalents are defined as short-term investments that have an original maturity of three months or less at the date of purchase and are readily convertible into cash. The Company maintains cash in several banks and, at times, the balances may exceed federally insured limits. Accounts Receivable and Related Reserves Accounts receivable represent trade receivables from customers and are stated net of an allowance for doubtful accounts of approximately $10.0 million and $10.9 million as of December 31, 2018 and 2017 , respectively. Management estimates the portion of accounts receivable that will not be collected and accounts are written off when they are determined to be uncollectible. Accounts receivable are uncollateralized and are generally due 30 to 60 days from the invoice date. The rollforward of the allowance for doubtful accounts is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Beginning balance $ 10,891 $ 18,573 $ 14,026 Divestiture of Unitrans — (91 ) — Provision, charged to expense 3,479 5,964 5,127 Write-offs, less recoveries (4,390 ) (13,555 ) (580 ) Ending balance $ 9,980 $ 10,891 $ 18,573 Property and Equipment Property and equipment are stated at cost. Maintenance and repair costs are charged to expense as incurred. For financial reporting purposes, depreciation is calculated using the straight-line method over the following estimated useful lives: Buildings and leasehold improvements 5-40 years Computer equipment 3-5 years Internal use software 5-10 years Office equipment, furniture, and fixtures 3-10 years Dock, warehouse, and other equipment 5-7 years Tractors and trailers 3-15 years Aircraft fleet and spare parts 3-10 years Leasehold improvements are amortized over the shorter of their useful lives or the remaining lease term. Accelerated depreciation methods are used for tax reporting purposes. Property and equipment and other long-lived assets are reviewed periodically for possible impairment. The Company evaluates whether current facts or circumstances indicate that the carrying value of the assets to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If an asset is determined to be impaired, the loss is measured and recorded based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including discounted value of estimated future cash flows. The Company reports an asset to be disposed of at the lower of its carrying value or its fair value less the cost to sell. Costs incurred to develop software for internal use are capitalized and amortized over the estimated useful life of the software. Costs related to maintenance of internal-use software are expensed as incurred. Spare Parts for Aircraft Fleet Spare parts for aircraft fleet are categorized into several categories: rotables, repairables, expendables, and materials and supplies. Rotable and repairable spare parts for aircraft fleet are typically significant in value, can be repaired and re-used, and generally have an expected useful life consistent with the aircraft fleet these parts support. Rotables and repairables for aircraft fleet are recorded at cost and depreciated over the lesser of the life of the aircraft or spare part. The cost of repairing these aircraft fleet parts is expensed as incurred. Expendables and materials and supplies are expensed when purchased. Goodwill and Other Intangibles Goodwill represents the excess of the purchase price of all acquisitions over the estimated fair value of the net assets acquired. The Company evaluates goodwill and intangible assets for impairment at least annually on July 1st or more frequently whenever events or changes in circumstances indicate that the asset may be impaired, or in the case of goodwill, the fair value of the reporting unit is below its carrying amount. The analysis of potential impairment of goodwill requires the Company to compare the estimated fair value at each of its reporting units to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds the estimated fair value of the reporting unit, a non-cash goodwill impairment loss is recognized as an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. For purposes of the impairment analysis, the fair value of the Company’s reporting units is estimated based upon an average of the market approach and the income approach, both of which incorporate numerous assumptions and estimates such as company forecasts, discount rates, and growth rates, among others. The determination of the fair value of the reporting units and the allocation of that value to individual assets and liabilities within those reporting units requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to, the selection of appropriate peer group companies, control premiums appropriate for acquisitions in the industries in which the Company competes, the discount rate, terminal growth rates, and forecasts of revenue, operating income, and capital expenditures. The allocation requires several analyses to determine fair value of assets and liabilities including, among others, customer relationships and property and equipment. Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of the reporting units, the amount of the goodwill impairment charge, or both. Future declines in the overall market value of the Company's stock may also result in a conclusion that the fair value of one or more reporting units has declined below its carrying value. Prior to 2017, the analysis of potential impairment of goodwill required a two-step approach, the first of which was to compare the estimated fair value at each of the reporting units to its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeded its fair value, a second step was required to measure the goodwill impairment loss. The second step included valuing all the tangible and intangible assets of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit's goodwill was compared to the carrying amount of that goodwill. If the carrying amount of the reporting unit's goodwill exceeded the implied fair value of the goodwill, a non-cash goodwill impairment loss was recognized in an amount equal to the excess, not to exceed the carrying amount. See Note 4 for more information on how the Company analyzes the valuation of its goodwill and the results of that valuation. Intangible assets consist primarily of definite lived customer relationships. The customer relationships intangible assets are amortized over their estimated five to 12 -year useful lives. The Company evaluates its intangible assets for impairment when current facts or circumstances indicate that the carrying value of the assets to be held and used may not be recoverable. See Note 4 for additional information on the Company's intangible assets. Fair Value Measurement The estimated fair value of the Company's debt approximated its carrying value as of December 31, 2018 and 2017 as the debt facilities as of such dates bore interest based on prevailing variable market rates and as such were categorized as a Level 2 in the fair value hierarchy as defined in Note 7. The Company has elected to measure the value of its preferred stock using the fair value method. The fair value of the preferred stock is the estimated amount that would be paid to redeem the liability in an orderly transaction between market participants at the measurement date. The significant inputs used to determine the fair value are unobservable and require significant management judgment or estimation and as such were categorized as a Level 3 in the fair value hierarchy. See Note 7 for more information on how the Company determines the fair value of its preferred stock. Issuance Costs Debt issuance costs represent costs incurred in connection with the issuance of the Company's debt. Issuance costs associated with the Company's debt are capitalized and amortized over the expected maturity of the financing agreements using the effective interest rate method. Unamortized debt issuance costs have been classified as a reduction to debt in the consolidated balance sheets. Issuance costs incurred in connection with the issuance of the Company's preferred stock have been expensed as incurred and are reflected in interest expense - preferred stock. Share-Based Compensation The Company’s share-based payment awards are comprised of stock options, restricted stock units, and performance restricted stock units. The cost for the Company’s stock options is measured at fair value using the Black-Scholes option pricing model. The cost for restricted stock units and performance restricted stock units is measured using the stock price at the grant date. The cost is recognized over the vesting period of the award, which is typically four years. The amount of costs recognized for performance restricted stock units over the vesting period is dependent on the Company meeting the pre-established financial performance goals. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The U.S. federal tax rate reduction from 35% to 21% (pursuant to the Tax Cuts and Jobs Act enacted on December 22, 2017) was recognized in the benefit from income taxes in 2017. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company generally considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. Given the Company's recent operating losses, projected future taxable income and tax-planning strategies cannot be considered as sources of future taxable income. A valuation allowance has been established related to deferred tax assets that will not "more likely than not" be realized in the future. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position, and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Revenue Recognition (effective January 1, 2018) The Company’s revenues are primarily derived from transportation services which includes providing freight and carrier services both domestically and internationally via land, air, and sea. The Company disaggregates revenue among its three segments, TES, LTL and Ascent, as presented in Note 15. Performance Obligations - A performance obligation is created once a customer agreement with an agreed upon transaction price exists. The terms and conditions of the Company’s agreements with customers are generally consistent within each segment. The transaction price is typically fixed and determinable and is not contingent upon the occurrence or non-occurrence of any other event. The transaction price is generally due 30 to 60 days from the date of invoice. The Company’s transportation service is a promise to move freight to a customer’s destination, with the transit period typically being less than one week. The Company views the transportation services it provides to its customers as a single performance obligation. This performance obligation is satisfied and recognized in revenue over the requisite transit period as the customer’s goods move from origin to destination. The Company determines the period to recognize revenue in transit based upon the departure date and the delivery date, which may be estimated if delivery has not occurred as of the reporting date. Determining the transit period and the percentage of completion as of the reporting date requires management to make judgments that affect the timing of revenue recognized. The Company has determined that revenue recognition over the transit period provides a reasonable estimate of the transfer of goods and services to its customers as the Company’s obligation is performed over the transit period. Principal vs. Agent Considerations - The Company utilizes independent contractors and third-party carriers in the performance of some transportation services. The Company evaluates whether its performance obligation is a promise to transfer services to the customer (as the principal) or to arrange for services to be provided by another party (as the agent) using a control model. This evaluation determined that the Company is in control of establishing the transaction price, managing all aspects of the shipments process and taking the risk of loss for delivery, collection, and returns. Based on the Company’s evaluation of the control model, it determined that all of the Company’s major businesses act as the principal rather than the agent within their revenue arrangements and such revenues are reported on a gross basis. Contract Balances and Costs - The Company applies the practical expedient in Topic 606 that permits the Company to not disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied as of the end of the period as the Company's contracts have an expected length of one year or less. The Company also applies the practical expedient in Topic 606 that permits the recognition of incremental costs of obtaining contracts as an expense when incurred if the amortization period of such costs is one year or less. These costs are included in purchased transportation costs. The Company's performance obligations represent the transaction price allocated to future reporting periods for freight services started but not completed at the reporting date. This includes the unbilled amounts and accrued freight costs for freight shipments in transit. As of December 31, 2018 , the Company has $7.8 million of unbilled amounts recorded in accounts receivable and $6.1 million of accrued freight costs recorded in accounts payable. Amounts recorded to revenue and purchased transportation costs are not material for the year ended December 31, 2018 . Insurance The Company uses a combination of purchased insurance and self-insurance programs to provide for the cost of auto liability, general liability, cargo damage, workers’ compensation claims, and benefits paid under employee health care programs. Insurance reserves are established for estimates of the loss that the Company will ultimately incur on reported claims, as well as estimates of claims that have been incurred but not yet reported. The measurement and classification of self-insured costs requires the consideration of historical cost experience, demographic and severity factors, and judgments about the current and expected levels of cost per claim and retention levels. These methods provide estimates of the liability associated with claims incurred as of the balance sheet date, including claims not reported. The Company believes these methods are appropriate for measuring these self-insurance accruals. Lease Purchase Guarantee In connection with leases of certain equipment used exclusively for the Company, the Company has a guarantee to perform in the event of default by the driver. The Company estimates the costs associated with the guarantee by estimating the default rate at the inception of the lease. The Company records the liability and a corresponding asset, which is subsequently amortized over the life of the lease. New Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which will be effective for the Company in 2019. For financing leases, a lessee is required to: (1) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments; (2) recognize interest on the lease liability separately from amortization of the right-of-use asset; and (3) classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows. For operating leases, a lessee is required to: (1) recognize the right-to-use asset and a lease liability, initially measured at the present value of the lease payments; (2) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term generally on a straight-line basis; and (3) classify all cash payments within operating activities in the statement of cash flows. For leases with a term of 12 months or less, the Company has decided to make an accounting policy election by class of underlying assets not to recognize lease assets and lease liabilities. Therefore, the Company will recognize lease expense for leases with a term of 12 months or less on a straight-line basis over the lease term. The Company is in the process of evaluating the guidance in ASU 2016-02 and will determine the total impact of the new guidance based on the current lease arrangements that are expected to remain in place. The Company expects adoption of this guidance will have a material impact on the Company's consolidated balance sheet given the Company will be required to record operating leases with lease terms greater than 12 months within assets and liabilities on the consolidated balance sheets. The Company does not expect a material impact on the Company's consolidated statements of operations or cash flows. The Company is also in the process of implementing a new lease accounting system and updating its processes in preparation for the adoption of the new leases standard. The Company is currently in the process of determining the impact that this guidance will have on its consolidated financial statements. See Note 13 for a summary of the Company's future minimum lease payments under noncancelable operating leases with an initial term in excess of one year. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740) Intra-Entity Transfers of Assets Other than Inventory (“ASU 2016-16”), which is effective for the Company in 2018. GAAP previously prohibited the recognition of current and deferred income taxes for intra-entity asset transfers other than inventory (e.g. property and equipment) until the asset had been sold to an outside party. Under ASU 2016-16, the FASB decided that an entity should recognize the income tax consequences of an intra-entity transfer of an asset when the transfer occurs. The Company adopted ASU 2016-16 effective January 1, 2018 and it did not have a material impact on the Company’s consolidated financial statements. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 2. Property and Equipment Property and equipment consisted of the following as of December 31 (in thousands): 2018 2017 Land $ 3,722 $ 3,785 Buildings and leasehold improvements 21,276 18,625 Computer equipment 22,013 22,004 Internal use software 42,993 33,789 Office equipment, furniture, and fixtures 9,473 5,035 Dock, warehouse, and other equipment 10,675 9,259 Tractors and trailers 173,861 144,260 Aircraft fleet and rotable spare parts 34,770 29,827 Property and equipment, gross 318,783 266,584 Less: Accumulated depreciation (130,077 ) (107,037 ) Property and equipment, net $ 188,706 $ 159,547 As of December 31, 2018 and 2017 , $27.1 million and $10.9 million , respectively, of assets not yet placed into service have been included in the line items above. Depreciation expense related to property and equipment was $35.6 million , $28.5 million , and $29.6 million for the years ended December 31, 2018 , 2017 , and 2016 , respectively. In 2018, the Company recorded an asset impairment charge of $1.6 million related to tractors that were classified as "held for sale" within its TES segment. The value of the assets held for sale is $2.2 million and are recorded within the balances for Tractors and trailers presented in the table above. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | 3. Acquisitions and Divestitures On July 28, 2015 , the Company acquired all of the outstanding partnership interests of Stagecoach Cartage and Distribution LP (“Stagecoach”) for the purpose of expanding its presence within the TES segment. The Stagecoach purchase agreement called for contingent consideration in the form of a contingent purchase obligation capped at $5.0 million . The former owners of Stagecoach were entitled to receive a payment equal to the amount by which Stagecoach's operating income before depreciation and amortization, as defined in the purchase agreement, exceeded $7.0 million for the twelve-month periods ending July 31, 2016, 2017, 2018, and 2019. Approximately $4.1 million was recorded as a contingent purchase obligation on the opening balance sheet. The Company paid $1.7 million of the contingent purchase obligation in the fourth quarter of 2016. Based on future expected earnings, the Company did not expect to pay any additional contingent purchase obligation and recorded an adjustment to write-off the remaining contingent purchase obligation in 2016. In December 2017, the Company and the former owners of Stagecoach signed an agreement releasing the Company from any further obligation under the contingent purchase obligation. On September 15, 2017 , the Company completed the sale of its wholly-owned subsidiary Unitrans, Inc. (“Unitrans”). The Company received net proceeds of $88.5 million and recognized a gain of $35.4 million . Proceeds from the sale were used primarily to redeem a portion of the Series E Preferred Stock and to provide funding for operations. The results of operations and financial condition of Unitrans have been included in the Company's consolidated financial statements within the Company's Ascent segment until the date of sale. The divestiture of Unitrans did not meet the criteria for being classified as a discontinued operation and, accordingly, its results are presented within continuing operations. Unitrans contributed $5.8 million and $8.0 million of income before taxes for the years ended December 31, 2017 and 2016, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 4. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of all acquisitions over the estimated fair value of the net assets acquired. The Company evaluates goodwill and intangible assets for impairment at least annually on July 1st or more frequently whenever events or changes in circumstances indicate that the asset may be impaired, or in the case of goodwill, the fair value of the reporting unit is below its carrying amount. The analysis of potential impairment of goodwill requires the Company to compare the estimated fair value at each of its reporting units to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds the estimated fair value of the reporting unit, a non-cash goodwill impairment loss is recognized as an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. For purposes of the impairment analysis, the fair value of the Company’s reporting units is estimated based upon an average of the market approach and the income approach, both of which incorporate numerous assumptions and estimates such as company forecasts, discount rates and growth rates, among others. The determination of the fair value of the reporting units and the allocation of that value to individual assets and liabilities within those reporting units requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to, the selection of appropriate peer group companies, control premiums appropriate for acquisitions in the industries in which the Company competes, the discount rate, terminal growth rates, and forecasts of revenue, operating income, and capital expenditures. The allocation requires several analyses to determine fair value of assets and liabilities including, among others, customer relationships and property and equipment. Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of the reporting units, the amount of the goodwill impairment charge, or both. Future declines in the overall market value of the Company's stock may also result in a conclusion that the fair value of one or more reporting units has declined below its carrying value. The Company has four reporting units for its three segments: one reporting unit for its TES segment; one reporting unit for its LTL segment; and two reporting units for its Ascent segment, which are the Domestic and International Logistics reporting unit and the Warehousing & Consolidation reporting unit. In connection with the change in segments, the Company conducted an impairment analysis as of January 1, 2018 and determined there was no impairment. The Company also conducted its annual goodwill impairment analysis for each of its four reporting units as of July 1, 2018 and determined that the fair values of the TES, Domestic and International Logistics, and Warehousing & Consolidation reporting units exceeded their respective carrying values by 5.1% , 12.8% , and 112.2% , respectively; thus no impairment was indicated for these reporting units. The LTL reporting unit had no remaining goodwill as of July 1, 2018. The table below provides a sensitivity analysis for the TES, Domestic and International Logistics, and Warehousing & Consolidation reporting units, which shows the estimated fair value impacts related to a 50-basis point increase or decrease in the discount and long-term growth rates used in the valuation as of July 1, 2018. Approximate Percent Change in Estimated Fair Value +/- 50 bps Discount Rate +/- 50bps Growth Rate TES reporting unit (5.4%) / 5.0% 3.6% / (3.2%) Domestic and International Logistics reporting unit (5.6%) / 4.9% 3.5% / (2.8%) Warehousing & Consolidation reporting unit (4.3%) / 4.3% 3.1% / (3.1%) The sale of Unitrans, which was included in the Domestic and International Logistics reporting unit, reduced the Domestic and International Logistics reporting unit's goodwill and gross carrying amount of intangible asset balances by $42.8 million and $12.0 million , respectively, resulting in an incremental impairment analysis on the remaining net assets of the Domestic and International Logistics reporting unit. The Company evaluated the remaining carrying value of the Domestic and International Logistics reporting unit and compared it to the fair value of the remaining businesses in the Domestic and International Logistics reporting unit. As a result of this evaluation, the Company determined the carrying value exceeded the fair value and recorded a $4.4 million impairment charge in the third quarter of 2017 within the Ascent segment. As a result of the first step of the Company's goodwill impairment analysis as of July 1, 2016, the Company determined that the fair value of the Domestic and International Logistics reporting unit exceeded its carrying value by 8.4% ; thus, no impairment was indicated for this reporting unit. However, resulting from a combination of the weakened environment, the inability to meet forecast results, and the lower share price, the Company determined that the fair value of the TES, LTL, and Warehousing & Consolidation reporting units were less than their respective carrying values, requiring the Company to perform the second step of the goodwill impairment analysis for its TES, LTL, and Warehousing & Consolidation reporting units. The Company completed the second step of the goodwill impairment analysis for its TES, LTL, and Warehousing & Consolidation reporting units and recorded in the third quarter of 2016 non-cash goodwill impairment charges of $132.4 million , $197.3 million , and $42.4 million for its TES, LTL, and Warehousing & Consolidation reporting units, respectively. In connection with the change in segments as indicated in Note 1, the Company reallocated goodwill between the TES and Ascent segments of $5.8 million . The following is a rollforward of goodwill from December 31, 2016 to December 31, 2018 by segment (in thousands): TES LTL Ascent Total Goodwill balance as of December 31, 2016 $ 93,396 $ — $ 219,145 $ 312,541 Adjustments to goodwill for purchase accounting (470 ) — — (470 ) Adjustments to goodwill for sale of Unitrans — — (42,843 ) (42,843 ) Goodwill impairment charges — — (4,402 ) (4,402 ) Goodwill balance as of December 31, 2017 $ 92,926 $ — $ 171,900 $ 264,826 Goodwill balance as of December 31, 2018 $ 92,926 $ — $ 171,900 $ 264,826 In connection with the change in segments as indicated in Note 1, the Company reallocated $25.1 million of impairment charges between the TES and Ascent segments. The following is a breakdown of the Company's accumulated goodwill impairment losses from January 1, 2016 to December 31, 2018 by segment (in thousands): TES LTL Ascent Total Balance as of January 1, 2016 $ — $ — $ — $ — Impairment charges in 2016 132,408 197,312 42,361 372,081 Impairment charges in 2017 — — 4,402 4,402 Balance as of December 31, 2018 $ 132,408 $ 197,312 $ 46,763 $ 376,483 Intangible assets consist primarily of customer relationships acquired from business acquisitions. In connection with the change in segments as indicated in Note 1, the Company reallocated net intangible assets of $0.3 million between the TES and Ascent segments. Intangible assets were as follows as of December 31 (in thousands): 2018 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value TES $ 55,008 $ (22,959 ) $ 32,049 $ 55,008 $ (18,470 ) $ 36,538 LTL 2,498 (1,925 ) 573 2,498 (1,748 ) 750 Ascent 27,152 (17,248 ) 9,904 27,152 (14,792 ) 12,360 Total intangible assets $ 84,658 $ (42,132 ) $ 42,526 $ 84,658 $ (35,010 ) $ 49,648 Amortization expense was $7.1 million , $9.2 million , and $8.6 million for the years ended December 31, 2018 , 2017 , and 2016 , respectively. In the fourth quarter of 2016 , the Company decided to shut down one of its TES business operations due to the significant decline in volume resulting from the loss of a significant customer. The Company reviewed the customer relationship intangible associated with the business operation, considered the decline in volumes, determined the customer relationship intangible was impaired, and recorded an impairment charge of $1.6 million in 2016 . The Company identified indicators of impairment with certain other business operations and performed the required impairment analysis, but no impairment was identified. Estimated amortization expense for each of the next five years based on intangible assets as of December 31, 2018 is as follows (in thousands): Year Ending: 2019 $ 6,819 2020 6,447 2021 6,265 2022 5,826 2023 5,462 Thereafter 11,707 Total $ 42,526 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | . Debt The Company's debt consisted of the following at December 31 (in thousands): 2018 2017 Revolving credit facility $ 134,532 $ 147,037 Term loan 37,333 55,858 Total debt $ 171,865 $ 202,895 Less: Debt issuance costs and discount (3,098 ) (3,485 ) Total debt, net of debt issuance costs and discount 168,767 199,410 Less: Current maturities (13,171 ) (9,950 ) Total debt, net of current maturities $ 155,596 $ 189,460 Maturities for each of the next four years based on debt as of December 31, 2018 are as follows (in thousands) Year Ending: 2019 $ 13,171 2020 14,180 2021 14,189 2022 130,325 Total $ 171,865 On July 21, 2017, the Company entered into the Asset-Based Lending (“ABL”) Facility with BMO Harris Bank, N.A. and certain other lenders (the “ABL Facility”). The Company used the initial proceeds from the ABL Facility for working capital purposes and to redeem all of the outstanding shares of its Series F Preferred Stock. The ABL Facility matures on July 21, 2022. The ABL Facility consists of a: • $200.0 million asset-based revolving line of credit, of which $20.0 million may be used for swing line loans and $30.0 million may be used for letters of credit; • $56.8 million term loan facility; and • $35.0 million asset-based facility available to finance future capital expenditures, which was subsequently terminated before being utilized. The Company initially borrowed $141.7 million under the revolving line of credit and $56.8 million under the term loan facility. Principal on the term loan facility is due in quarterly installments commencing on March 31, 2018. Borrowings under the ABL Facility are secured by substantially all of the assets of the Company. Borrowings under the ABL Facility bear interest at either the (a) LIBOR Rate (as defined in the credit agreement) plus an applicable margin in the range of 1.5% to 2.25% , or (b) the Base Rate (as defined in the credit agreement) plus an applicable margin in the range of 0.5% to 1.25% . The ABL Facility contains a minimum fixed charge coverage ratio financial covenant that must be maintained when excess availability falls below a specified amount. The ABL Facility also provides for the issuance of up to $30.0 million in letters of credit. As of December 31, 2018 , the Company had outstanding letters of credit totaling $12.9 million . As of December 31, 2018 , total availability under the ABL facility was $31.2 million but the Company could not draw more than $11.8 million as of that date to maintain at least $19.4 million of Adjusted Excess Availability in order to avoid the commencement of a Fixed Charge Trigger Period. In addition, the ABL Facility contains negative covenants limiting, among other things, additional indebtedness, transactions with affiliates, additional liens, sales of assets, dividends, investments and advances, prepayments of debt, mergers and acquisitions, and other matters customarily restricted. The ABL Facility also contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, events of bankruptcy and insolvency, failure of any guaranty or security document supporting the credit agreement to be in full force and effect, and a change of control of the Company's business. On December 15, 2017, the Company entered into a First Amendment to the ABL Facility. Pursuant to the First Amendment the ABL Facility was amended to (i) reduce the maximum borrowing amount under the revolving line of credit by $15.0 million and (ii) terminate the asset-based facility available to finance future capital expenditures. On January 30, 2018, the Company entered into a Second Amendment to the ABL Facility. Pursuant to the Second Amendment the ABL Facility was further amended to, among other things: (i) permit the Company to enter into an investment agreement with Elliott providing for the issuance of up to $52.5 million of preferred stock; and (ii) increase the applicable margin related to the term loan facility to LIBOR Rate plus 2.25% or Base Rate plus 1.25% . On March 14, 2018, the Company entered into a Third Amendment to the ABL Facility. Pursuant to the Third Amendment the ABL Facility was further amended to, among other things: (i) extend the date for delivery of the Company's consolidated financial statements for the first three quarters of 2017 (unaudited) until April 30, 2018; (ii) extend the date for delivery of the Company's consolidated financial statements for fiscal year 2017 (audited) until June 30, 2018; (iii) expand the permitted amount of capital leases and purchase money indebtedness from $35.0 million to $60.0 million ; (iv) require the Company to pay for a new appraisal to be conducted by the administrative agent for the equipment pledged for the term loan within 60 days; (v) establish an additional availability reserve; and (vi) impose certain collateral reporting requirements. On August 3, 2018, the Company entered into a Fourth Amendment to the ABL Facility. Pursuant to the Fourth Amendment the ABL Facility was further amended to, among other things, reduce the amount of proceeds from the third tranche under the Series E-1 Investment Agreement (as defined herein) to be applied to the bank term loan from 30% to 10% . On September 19, 2018, the Company entered into a Fifth Amendment to the ABL Facility. Pursuant to the Fifth Amendment the lenders waived: (i) an Event of Default that arose under Section 9.01(b) of the ABL Facility due to (a) a Fixed Charge Trigger Period commencing as of September 6, 2018, and (b) the Consolidated Fixed Charge Coverage Ratio, determined on a Pro Forma Basis as of July 31, 2018, which is the last day of the Measurement Period most recently ended prior to September 6th and 7th of 2018, being less than 1.00 to 1.00; and (ii) the Dominion Trigger Period and the Reporting Trigger Period for the period commencing on September 6, 2018 and ending on September 19, 2018. Pursuant to the Fifth Amendment, the ABL Facility was further amended to, among other things: (i) extend the time period during which the Company is permitted to issue Series E-1 Preferred Stock (as defined herein) under the Series E-1 Investment Agreement (as amended) from November 30, 2018 to December 31, 2018; and (ii) amend the definitions of Dominion Trigger Period and Reporting Trigger Period to confirm that a Dominion Trigger Period and a Reporting Trigger Period have each commenced on September 19, 2018 and will continue until (a) the date that during the previous thirty (30) consecutive days, (1) no Event of Default has existed, and (2) Adjusted Excess Availability has been equal to or greater than the greater of (x) ten percent ( 10% ) of the Maximum Borrowing Amount at such time and (y) $17,500,000 , and (b) the Company has received net cash proceeds from the issuance of Equity Interests (other than Disqualified Equity Interest) of at least $30,000,000 . On November 8, 2018, the Company entered into a Sixth Amendment to the ABL Facility. Pursuant to the Sixth Amendment, (i) the Change of Control definition was amended to avoid a violation of the Change of Control requirements if Elliott acquires more than 35% of the voting stock of the Company in connection with the Standby Purchase Agreement; (ii) the Company is permitted to enter into Permitted Replacement Term Debt that would refinance the existing Term Loans under the Credit Agreement; (iii) the Company is permitted to enter into the Standby Purchase Agreement or any registration rights agreement and stockholders agreement executed in connection therewith; (iv) so long as no Default or Event of Default exists at such time, the Company is permitted to make Restricted Payments on the Rights Offering Effective Date even if the Payment Conditions are not satisfied; (v) the Company is required to retain at least $30 million in net cash proceeds from the Rights Offering (inclusive of any amounts received from the Standby Purchase Agreement) and use such proceeds solely for general corporate purposes; and (vi) the limitation on purchase money security indebtedness and capital leases was increased from $60.0 million to $75.0 million . If the Rights Offering Effective Date occurs, the Credit Agreement will be further amended to, among other things: (i) increase the interest rates applicable to the Loans; (ii) increase the Availability Block from $15.0 million to $20.0 million , which $20.0 million Availability Block may (x) decrease by $5.0 million in the event the Term Loan is paid in full, (y) further decrease by $5.0 million upon the Company meeting a 1.25 x Consolidated Fixed Charge Coverage Ratio, and (z) further decrease by $5.0 million upon the Company meeting a 1.00 x Consolidated Fixed Charge Coverage Ratio; (iii) eliminate the ability of the Company to make any Specified Restricted Payment even if the requirement to meet the test of a Consolidated Fixed Charge Coverage Ratio of 1.00x is not satisfied (i.e. prior to the Sixth Amendment Effective Date, the satisfaction of the Consolidated Fixed Charge Coverage Ratio test to make a Specified Restricted Payment was not applicable to any Specified Transaction if the Adjusted Excess Availability of the Company was not less than the greater of (x) 17.5% of Maximum Borrowing Amount, and (y) $28.0 million ), but after the Sixth Amendment Effective Date the elimination of the Consolidated Fixed Charge Coverage Ratio test (x) is not available with respect to a Specified Restricted Payment, and (y) remains available with respect to Specified Transactions other than a Specified Restricted Payment; (iv) increase the quarterly Term Loan payments to $3.0 million on March 31, 2019 and $3.5 million on September 30, 2019 (and each quarterly payment thereafter); and (v) further increase the limitation on purchase money security indebtedness and capital leases from $75.0 million to $100.0 million upon the earlier of (x) December 31, 2019, and (y) the indefeasible payment in full of all Term Loans under the Credit Agreement. On January 9, 2019, the Company entered into a Seventh Amendment to the ABL Facility which was then further amended on January 11, 2019, when the Company entered into an Eighth Amendment to the ABL Facility. See Note 17, Subsequent Events, for more information on these amendments. Prior to the ABL Facility, the Company had senior debt that was comprised of a revolving line of credit and a term loan. The senior debt was paid off with the proceeds from the issuance of preferred stock on May 2, 2017. See Note 6 for further information on the Company's issuance of preferred stock. In connection with the pay-off of the senior debt, the Company recorded a loss from debt extinguishment of $9.8 million in the second quarter of 2017. On February 28, 2019, the Company and its direct and indirect domestic subsidiaries entered into a credit agreement (the “ABL Credit Agreement”) with BMO Harris Bank N.A., as Administrative Agent, Lender, Letter of Credit Issuer and Swing Line Lender, Wells Fargo Bank, National Association and Bank of America, National Association, as Lenders, and the Joint Lead Arrangers and Joint Book Runners party thereto (the “ABL Credit Facility”). The ABL Credit Facility consists of a $200.0 million asset-based revolving line of credit. The Company used the initial proceeds from the ABL Credit Facility for working capital purposes and to repay in full the ABL Facility. On February 28, 2019, the Company and its direct and indirect domestic subsidiaries entered into a credit agreement (the “Term Loan Credit Agreement”) with BMO Harris Bank N.A., as Administrative Agent and Lender, Elliott Associates, L.P. and Elliott International, L.P, as Lenders, and BMO Capital Markets Corp., as Lead Arranger and Book Runner (the “Term Loan Credit Facility”) which consists of an approximately $61.1 million term loan facility. The Company used the initial proceeds from the Term Loan Credit Facility for working capital purposes and to repay in full its existing credit facility. See Note 17 for more information on these new credit agreements. Capital Lease Obligations The Company has a building and certain equipment classified as capital leases. As of December 31, 2018 , the gross property and equipment value of capital lease assets was $58.4 million . The following is a schedule of future minimum lease payments under the capital leases with the present value of the net minimum lease payments as of December 31, 2018 (in thousands): Year Ending: 2019 $ 16,100 2020 14,524 2021 17,885 2022 4,005 2023 4,267 Thereafter 2,067 Total minimum lease payments 58,848 Less: amount representing interest (7,882 ) Present value of net minimum lease payments (1) $ 50,966 (1) Reflected in the consolidated balance sheets as $13.2 million of current capital lease obligation and $37.7 million of long-term capital lease obligation. Insurance Premium Financing On June 20, 2018, the Company executed an insurance premium financing agreement of $17.8 million with a premium finance company in order to finance certain of its annual insurance premiums. Beginning on September 1, 2018, the financing agreement is payable in nine monthly installments of principal and interest of approximately $2.0 million . The agreement bears interest at 4.75% . The balance of the insurance premium payable as of December 31, 2018 was $10.0 million and is recorded in accrued expenses and other current liabilities. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2018 | |
Preferred Stock [Abstract] | |
Preferred Stock | Preferred Stock Preferred stock as of December 31 consisted of the following (in thousands): 2018 2017 Preferred stock: Series B Preferred $ 205,972 $ 146,649 Series C Preferred 102,098 76,096 Series D Preferred 900 6,672 Series E Preferred 47,367 33,900 Series E-1 Preferred 46,547 — Total Preferred stock $ 402,884 $ 263,317 On May 1, 2017, the Company entered into an Investment Agreement (“Investment Agreement”), which closed on May 2, 2017, with affiliates of Elliott Management Corporation (“Elliott”) , pursuant to which the Company issued and sold shares of its preferred stock and issued warrants to Elliott for an aggregate purchase price of $540.5 million . The proceeds of the sale of the preferred stock were used to pay off and terminate the Company’s senior credit facility and to provide working capital to support the Company’s operations and future growth. The preferred stock is mandatorily redeemable and, as such, is presented as a liability on the consolidated balance sheets. At each preferred stock dividend payment date, the Company has the option to pay the accrued dividends in cash or to defer them. Deferred dividends earn dividend income consistent with the underlying shares of preferred stock. The Company has elected to measure the value of its preferred stock using the fair value method. Under the fair value method, issuance costs are expensed as incurred. The Company made certain customary representations and warranties and agreed to certain covenants, including agreeing to use reasonable best efforts to enter into, within 90 days following the closing date, an asset based lending facility (the earlier of (i) the date of such entry and (ii) the expiration of such 90 day period, the “Refinancing Date”). From the closing date until the Refinancing Date, the Company agreed to pay Elliott a daily payment in an amount equal to $33,333.33 per calendar day (which amount accrued daily and was payable monthly in arrears). On July 21, 2017, the Company entered into the ABL Facility (which was deemed to be the “New ABL Facility” under the Investment Agreement) and used the initial proceeds from the ABL Facility for working capital purposes and to redeem all of the outstanding shares of the Series F Preferred Stock. In connection with the repurchase of the Series F Preferred Stock and repurchase of a portion of the Series E Preferred Stock, the Company recorded a loss of $6.1 million in the third quarter of 2017, which was reported in loss from debt extinguishment. On March 1, 2018, the Company entered into the Series E-1 Preferred Stock Investment Agreement (the “Series E-1 Investment Agreement”) with Elliott, pursuant to which the Company agreed to issue and sell to Elliott from time to time until July 30, 2018, an aggregate of up to 54,750 shares of a newly created class of preferred stock designated as Series E-1 Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series E-1 Preferred Stock”), at a purchase price of $1,000 per share for the first 17,500 shares of Series E-1 Preferred Stock, $960 per share for the next 18,228 shares of Series E-1 Preferred Stock, and $920 per share for the final 19,022 shares of Series E-1 Preferred Stock. On March 1, 2018, the parties held an initial closing pursuant to which the Company issued and sold to Elliott 17,500 shares of Series E-1 Preferred Stock for an aggregate purchase price of $17.5 million . On April 24, 2018, the parties held a closing pursuant to the Series E-1 Investment Agreement, pursuant to which the Company issued and sold to Elliott 18,228 shares of Series E-1 Preferred Stock for an aggregate purchase price of approximately $17.5 million . The Company incurred $1.1 million and $16.1 million of issuance costs associated with the preferred stock for the year ended December 31, 2018 and December 31, 2017 , respectively, which are reflected in interest expense - preferred stock. The fair value of the preferred stock increased by $104.6 million and $18.4 million during the years ended December 31, 2018 and December 31, 2017 , respectively, which is reflected in interest expense - preferred stock. Certain Terms of the outstanding Preferred Stock as of December 31, 2018 are as follows: Series B Series C Series D Series E Series E-1 Shares at $0.01 Par Value at Issuance 155,000 55,000 100 90,000 35,728 Shares Outstanding at December 31, 2018 155,000 55,000 100 37,500 35,728 Price / Share $1,000 $1,000 $1.00 $1,000 $1,000/$960 Dividend Rate Adjusted LIBOR + 3.00% + Additional Rate (4.75-12.50%) based on leverage. Additional 3.00% upon certain triggering events. Adjusted LIBOR + 3.00% + Additional Rate (4.75-12.50%) based on leverage. Additional 3.00% upon certain triggering events. Right to participate equally and ratably in all cash dividends paid on common stock. Adjusted LIBOR + 5.25% + Additional Rate (8.50%). Additional 3.00% upon certain triggering events. Adjusted LIBOR + 5.25% + Additional Rate (8.50%). Additional 3.00% upon certain triggering events. Dividend Rate at December 31, 2018 17.780% 17.780% N/A 16.030% 16.030% Redemption Term 8 Years 8 Years 8 Years 6 Years 6 Years Redemption Rights From Closing Date: 65% premium (subject to stock movement) From Closing Date: 0-12 months: 106.5% From Closing Date: 0-12 months: 106.5% Redemption rights are at the option of the Company or, upon a change in control, at the option of the holder. The holders of Series C Preferred Stock and Series D Preferred Stock have the right to participate equally and ratably with holders of common stock in all cash dividends paid on shares of common stock. At each preferred stock dividend payment date, the Company has the option to pay the accrued dividends in cash or to defer them. Deferred dividends earn dividend income consistent with the underlying shares of preferred stock. On November 8, 2018, the Company entered into a Standby Purchase Agreement with Elliott, pursuant to which, among other things, Elliott agreed to waive all preferred stock dividends accrued and unpaid after November 30, 2018 if the Company's rights offering is consummated on or prior to March 1, 2019. Other Terms of the Preferred Stock Voting. The holders of preferred stock will generally not be entitled to vote on any matters submitted to a vote of the stockholders of the Company. So long as any shares of preferred stock are outstanding, the Company may not take certain actions without the prior approval of the holders of shares of preferred stock representing a majority of the aggregate liquidation value of all of the shares of preferred stock (the “Preferred Requisite Vote”), voting as a separate class. Board of Directors. For so long as (a) any shares of Series B Preferred Stock or Series C Preferred Stock are issued and outstanding and (b) Elliott holds shares of preferred stock collectively representing a majority of the liquidation value of the preferred stock, the holders of preferred stock shall have the exclusive right, acting with the Preferred Requisite Vote, to nominate and elect two ( 2 ) individuals selected by the holders of preferred stock, or to require the Company’s Board of Directors to fill two ( 2 ) vacancies in the Board of Directors with individuals selected by the holders of preferred stock, to serve as, respectively, a Class II director and a Class III director of the Company (the “Preferred Stock Directors”). Following the redemption of all shares of Series B Preferred Stock and Series C Preferred Stock, and until such time as all shares of Series D Preferred Stock are redeemed, for so long as Elliott holds at least 5.0% of the equity value of the Company, the holders of preferred stock shall have the exclusive right acting with the Preferred Requisite Vote, to (i) nominate and elect one ( 1 ) Preferred Stock Director, and (ii) designate one individual to act as an observer to the Board of Directors. In the event of any Triggering Event (as defined in the Certificates of Designations), subject to applicable rules of the New York Stock Exchange, including, without limitation, independent director requirements, the number of directors constituting the Board of Directors shall be increased such that the number of vacancies on the Board of Directors resulting from such increase (the “Triggering Event Vacancies”), together with the Preferred Stock Directors (to the extent then serving on the Board of Directors), constitutes a majority of the Board of Directors. The holders of preferred stock shall have the right, acting with the Preferred Requisite Vote, to nominate and elect individuals selected by the holders of preferred stock to fill such Triggering Event Vacancies and thereby serve as directors of the Company, or to require the Board of Directors to act to fill such Triggering Event Vacancies with individuals selected by such holders of preferred stock, to serve as directors of the Company, and the size of the Board of Directors shall be increased as needed. Each such director so elected is referred to as a “Triggering Event Director”. When a Triggering Event is no longer continuing, then the right of the holders of preferred stock to elect the Triggering Event Directors will cease, the terms of office of the Triggering Event Directors will immediately terminate and the number of directors constituting the Board of Directors will be reduced accordingly. The holders of preferred stock have other rights in the event of a Triggering Event, as described in the Certificate of Designations. Warrant Agreement In connection with the issuance of the preferred stock pursuant to the Investment Agreement, the Company and Elliott entered into a Warrant Agreement (the “Warrant Agreement”), pursuant to which the Company issued to Elliott eight year warrants (the “Warrants”) to purchase an aggregate of 379,572 shares of the Company's common stock at an exercise price of $0.01 per share. On November 9, 2018, the Company issued 379,572 shares of common stock in connection with the exercise of the Warrants by Elliott. Stockholders’ Agreement In connection with the issuance of the preferred stock pursuant to the Investment Agreement, the Company and Elliott entered into a Stockholders’ Agreement (the “Stockholders’ Agreement”), pursuant to which Elliott was granted certain preemptive rights and other rights. Subject to customary exceptions, each Eligible Elliott Party (as defined in the Stockholders’ Agreement) shall have the right to purchase their pro rata percentage of subsequent issuances of equity securities offered by the Company in any non-public offering. On February 26, 2019, the Company entered into a Stockholders’ Agreement with Elliott (the “New Stockholders’ Agreement”). See Note 17 for more information. Registration Rights Agreement In connection with the issuance of the preferred stock pursuant to the Investment Agreement, the Company, Elliott, and investment funds affiliated with HCI Equity Management L.P. (“HCI”) entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company granted certain demand and piggyback registration rights. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | . Fair Value Measurement Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: Level 1 — Quoted market prices in active markets for identical assets or liabilities. Level 2 — Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3 — Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement. The Company has elected to measure its preferred stock using the fair value method. The fair value of the preferred stock is the estimated amount that would be paid to redeem the liability in an orderly transaction between market participants at the measurement date. The Company calculates the fair value of: • the Series B Preferred Stock using a lattice model that takes into consideration the Company's call right on the instrument based on simulated future interest rates; • the Series C Preferred stock using a lattice model that takes into consideration the future redemption value on the instrument, which is tied to the Company's stock price; • the Series D Preferred Stock using a static discounted cash flow approach, where the expected redemption value of the instrument is based on the value of the Company's stock as of the measurement date grown at the risk-free rate; • the Series E and E-1 Preferred Stock via application of both (i) a static discounted cash flow approach and (ii) a lattice model that takes into consideration the Company's call right on this instrument based on simulated future interest rates. These valuations are considered to be Level 3 fair value measurements as the significant inputs are unobservable and require significant management judgment or estimation. Considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the Company’s estimates are not necessarily indicative of the amounts that the Company, or holders of the instruments, could realize in a current market exchange. Significant assumptions used in the fair value models include: the estimates of the redemption dates; credit spreads; dividend payments; and the market price of the Company’s common stock. The use of different assumptions and/or estimation methodologies could have a material effect on the estimated fair values. The table below sets forth a reconciliation of the Company’s beginning and ending Level 3 preferred stock liability balance as of December 31. 2018 2017 Balance, beginning of period $ 263,317 $ — Issuance of preferred stock at fair value 34,999 537,930 Redemption of preferred stock — (293,000 ) Change in fair value of preferred stock (1) 104,568 18,387 Balance, end of period $ 402,884 $ 263,317 (1) Change in fair value of preferred stock is reported in interest expense - preferred stock. |
Stockholders' Investment
Stockholders' Investment | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' investment | . Stockholders’ (Deficit) Investment Common Stock The Company's common stock has voting rights — one vote for each share of common stock. In March 2007, the Company entered into a second amended and restated stockholders’ agreement (the “Stockholders' Agreement”). The Stockholders' Agreement provided that, any time after the Company was eligible to register its common stock on a Form S-3 registration statement under the Securities Act, certain of the Company’s stockholders, including entities affiliated with HCI Equity Partners, L.L.C. (the “HCI Stockholders”), could request registration under the Securities Act of all or any portion of their shares of common stock. These stockholders were limited to a total of two of such registrations. In addition, if the Company proposed to file a registration statement under the Securities Act for any underwritten sale of shares of any of its securities, certain of the Company's stockholders could request that the Company include in such registration the shares of common stock held by them on the same terms and conditions as the securities otherwise being sold in such registration. In connection with the closing of the transactions contemplated by the Investment Agreement, the Company, affiliates of Elliott, and the HCI Stockholders entered into a Registration Rights Agreement that, with respect to the HCI Stockholders, amended and restated the Stockholders’ Agreement. See Note 6 for additional information regarding the Investment Agreement. At the Company's annual meeting of stockholders held on December 19, 2018, the Company's stockholders approved certain amendments to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”). The amendments to the Company's Certificate of Incorporation are as follows: • The Company filed a Certificate of Amendment to its Certificate of Incorporation to increase the number of authorized shares of its common stock from 105,000,000 shares to 1,100,000,000 shares and to increase its total authorized shares of capital stock from 120,005,000 shares to 1,115,005,000 shares. • The Company filed a Certificate of Amendment to its Certificate of Incorporation to permit stockholder action by written consent. • The Company filed a Certificate of Amendment to its Certificate of Incorporation to permit a majority of its stockholders to request that the Company call a special meeting of stockholders. The Certificate of Incorporation only permitted the chairman of the Company's board of directors or the board of directors to call a special meeting of stockholders. • The Company filed a Certificate of Amendment to its Certificate of Incorporation to permit a majority of its stockholders to remove directors with or without cause. The Certificate of Incorporation previously provided that directors may only be removed for cause and by a vote of stockholders holding at least 66 2/3% of its common stock. • The Company filed a Certificate of Amendment to its Certificate of Incorporation to permit a majority of its stockholders to amend or repeal its Certificate of Incorporation or any provision thereof. The Certificate of Incorporation previously provided that certain provisions of the Certificate of Incorporation could only be amended or repealed with the affirmative vote of stockholders holding 80% of its common stock, unless such amendment or repeal was declared advisable by its board of directors by the affirmative vote of at least 75% of the entire board of directors, notwithstanding the fact that a lesser percentage may be specified by the Delaware General Corporation Law. • The Company filed a Certificate of Amendment to its Certificate of Incorporation to permit a majority of its stockholders to amend or repeal its Second Amended and Restated Bylaws or any provision thereof. The Certificate of Incorporation previously provided that the Second Amended and Restated Bylaws could only be amended or repealed with the affirmative vote of the stockholders holding 66 2/3% of the Company's common stock. • The Company filed a Certificate of Amendment to its Certificate of Incorporation to designate the courts in the state of Delaware as the exclusive forum for all legal actions unless otherwise consented to by the Company. • The Company filed a Certificate of Amendment to its Certificate of Incorporation to expressly opt-out of Section 203 of the Delaware General Corporation Law. The Certificate of Incorporation did not previously opt-out of Section 203 of the Delaware General Corporation Law. Section 203 is an anti-takeover provision that generally prohibits a person or entity who acquires 15% or more in voting power from engaging in certain transactions with a corporation for a period of three years following the date such person or entity acquired the 15% or more in voting power. • The Company filed a Certificate of Amendment to its Certificate of Incorporation to renounce any interest or expectancy it may have in, or being offered an opportunity to participate in, any business opportunity that is presented to Elliott, or funds affiliated with Elliott, or any of its or their directors, officers, stockholders, or employees. On January 8, 2019, the Company filed the Certificates of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware and the amendments to its Certificate of Incorporation became effective. On February 26, 2019, the Company entered into a Stockholders’ Agreement with Elliott (the “New Stockholders’ Agreement”). See Note 17 for more information. On February 26, 2019, the Company entered into an Amended and Restated Registration Rights Agreement with Elliott and investment funds affiliated with HCI Equity Partners (the “A&R Registration Rights Agreement”), which amended and restated the Registration Rights Agreement, dated as of May 2, 2017, between the Company and the parties thereto. See Note 17 for more information. Warrants to Acquire Common Stock On May 1, 2017, in connection with the issuance of preferred stock pursuant to the Investment Agreement, the Company issued 8 -year warrants to purchase an aggregate of 379,572 shares of common stock, at an exercise price of $0.01 per share. On November 9, 2018, the Company issued 379,572 shares of common stock in connection with the exercise of the Warrants by Elliott. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | . Share-Based Compensation On November 7, 2018, the Company’s board of directors adopted the Roadrunner Transportation Systems, Inc. 2018 Incentive Compensation Plan (the “2018 Plan”), which 2018 Plan was approved by the Company’s stockholders on December 19, 2018 at the 2018 Annual Meeting of Stockholders. Under the 2018 Plan, the total number of shares of the Company’s common stock reserved and available for delivery under the 2018 Plan at any time during the term of the 2018 Plan was 3,000,000 shares. However, pursuant to the terms of the 2018 Plan, such number of shares of the Company’s common stock was increased by 7.5% of the shares of the Company’s common stock issued by the Company in the rights offering (or 67,500,000 shares). Accordingly, the total number of shares of the Company’s common stock reserved and available for delivery under the 2018 Plan is 70,500,000 shares. The Company previously maintained the 2010 Incentive Compensation Plan (the “2010 Plan”), which reserved 2,500,000 shares of the Company's common stock for issuance under the 2010 Plan. The 2010 Plan permitted the grant of stock options, restricted stock units, performance stock units, and other awards. The 2018 Plan serves as the successor to the 2010 Plan. Outstanding awards granted under the 2010 Plan will continue to be governed by the terms of the 2010 Plan, but no further awards will be made under the 2010 Plan. If any shares subject to any award granted under the 2010 Plan are forfeited, expire, or otherwise terminate without issuance of such shares, or any shares subject to any award granted under the 2010 Plan are settled for cash or otherwise do not result in the issuance of all or a portion of the shares subject to such award under the 2010 Plan, the shares to which those awards under the 2010 Plan were subject will, to the extent of such forfeiture, expiration, termination, non-issuance, or cash settlement, again be available for delivery with respect to awards under the 2018 Plan. In addition, in the event that any award granted under the 2010 Plan is exercised through the tendering of shares (either actually or by attestation) or by the withholding of shares by the Company, or withholding tax liabilities arising from any award granted under the 2010 Plan are satisfied by the tendering of shares (either actually or by attestation) or by the withholding of shares by the Company, then only the number of shares issued net of the shares tendered or withheld will be counted for purposes of determining the maximum number of shares available for grant under the 2018 Plan. In 2015, the Company added performance restricted stock units to its share-based compensation plan. Under this program, performance restricted stock units are awarded to eligible employees based on pre-established financial performance goals. No performance restricted stock unit awards were earned as of December 31, 2018 or 2017 . The Company awards restricted stock units to certain key employees and independent directors. The restricted stock units vest ratably over a three or four -year service period from the grant date. Restricted stock units are valued based on the market price on the date of the grant and are amortized on a straight-line basis over the vesting period. Compensation expense for restricted stock units is based on fair market value at the grant date. The following table summarizes the nonvested restricted stock units as of December 31, 2018 and 2017 : Number of Restricted Stock Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Nonvested as of December 31, 2016 274,764 $ 15.67 1.8 Granted 271,279 7.59 Vested (113,956 ) 16.73 Forfeitures (74,000 ) 10.35 Nonvested as of December 31, 2017 358,087 $ 9.96 2.7 Granted 558,000 2.67 Vested (116,360 ) 12.38 Forfeitures (86,357 ) 4.35 Nonvested as of December 31, 2018 713,370 $ 4.53 2.3 Unrecognized share-based compensation expense for restricted stock units was $2.6 million as of December 31, 2018 . The expense is expected to be recognized over a weighted-average period of approximately two years. The Company previously maintained a Key Employee Equity Plan (“Equity Plan”), a stock-based compensation plan that permitted the grant of stock options to Company employees and directors. Stock options under the Equity Plan were granted with an exercise price equal to or in excess of the fair value of the Company’s stock on the date of grant. Such options vested ratably over a two or four year service period and were exercisable ten years from the date of grant, but only to the extent vested as specified in each option agreement. The Company no longer issues awards under this plan. Group Transportation Services (“GTS”) previously maintained a Key Employee Equity Plan (“GTS Plan”), which permitted the grant of stock options to employees and directors. Stock options under the GTS Plan were granted with an exercise price equal to or in excess of the fair value of GTS’ stock on the date of grant. Such options vested ratably over a two or four -year service period and were exercisable ten years from the date of grant, but only to the extent vested as specified in each option agreement. All options granted pursuant to the GTS Plan outstanding at the effective time of the merger became options to purchase shares of the Company’s common stock. The Company no longer issues awards under this plan. Under the 2010 Plan, the Company awarded stock options to certain key employees. The stock options vest ratably over a three to five -year service period and are exercisable four to seven years from the date of grant, but only to the extent vested as specified in each option agreement. Stock options awarded are valued based upon the Black-Scholes option pricing model and the Company recognizes this value as stock compensation expense over the periods in which the options vest. Use of the Black Scholes option-pricing model requires that the Company make certain assumptions, including expected volatility, risk-free interest rate, expected dividend yield, and the expected life of the options. No stock options were granted in 2018 . The Company granted stock options to purchase 564,000 shares in 2017 . Stock option fair value assumptions for the stock options granted during the year ended December 31, 2017 are as follows: 2017 Option life (years) 7 years Risk free interest rate 1.8% to 2.2% Dividend yield — Expected volatility 47.8% to 48.0% Expected life (years) 5 years Weighted average fair value of stock options granted $3.14 A summary of the option activity for the years ended December 31, 2018 and 2017 is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Outstanding as of December 31, 2016 745,259 $ 12.34 4.4 Granted 564,000 7.18 Forfeited (59,726 ) 13.39 Outstanding as of December 31, 2017 1,249,533 $ 10.34 4.9 Granted — — Forfeited (142,084 ) 9.59 Outstanding as of December 31, 2018 1,107,449 $ 8.75 4.1 Unrecognized stock compensation expense for stock options was $1.3 million as of December 31, 2018 . The expense is expected to be recognized over a weighted-average period of approximately four years. All outstanding options are non-qualified options. There were 503,199 , 198,867 , and 95,259 options exercisable as of December 31, 2018 , 2017 , and 2016 , respectively. As of December 31, 2018 , for exercisable options, the weighted-average exercise price was $9.44 , the weighted average remaining contractual term was approximately three years and there was no estimated aggregate intrinsic value per share. As of December 31, 2018 , 614,250 options were unvested. Stock-based compensation expense for restricted stock units and stock options was $1.8 million , $2.2 million , and $2.2 million for the years ended December 31, 2018 , 2017 , and 2016 , respectively. The related estimated income tax benefit recognized in the accompanying consolidated statements of operations, net of estimated forfeitures, was $0.4 million for the year ended December 31, 2018 and $0.9 million for each of the years ended December 31, 2017 and 2016 . Following the adoption of ASU 2016-09, the Company recorded tax deficiencies on vested shares of $0.3 million and $0.4 million in benefit from income taxes for the years ended December 31, 2018 and December 31, 2017 , respectively. Prior to January 1, 2017, tax deficiencies and excess tax benefits on vested shares was reported through additional paid-in capital. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | . Earnings Per Share Basic loss per common share is calculated by dividing net loss by the weighted average number of common stock outstanding during the period. Diluted loss per share is calculated by dividing net loss by the weighted average common stock outstanding plus stock equivalents that would arise from the assumed exercise of stock options and conversion of warrants using the treasury stock method. The Company had stock options and warrants outstanding of 1,107,449 , 1,629,105 , 3,037,447 , as of December 31, 2018 , 2017 ,and 2016 , respectively, that were not included in the computation of diluted loss per share because they were not assumed to be exercised under the treasury stock method or because they were anti-dilutive. All restricted stock units were anti-dilutive for the years ended December 31, 2018 , 2017 , and 2016 . Since the Company was in a net loss position for the years ended December 31, 2018 , 2017 , and 2016 , there is no difference between basic and dilutive weighted average common stock outstanding. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The components of the Company’s benefit from income taxes were as follows (in thousands): Year Ended December 31, 2018 2017 2016 Current: Federal $ — $ — $ (23,500 ) State, local, and foreign 810 1,875 660 Deferred: Federal (9,664 ) (27,118 ) (39,695 ) State, local, and foreign (960 ) 52 (3,746 ) Benefit from income taxes $ (9,814 ) $ (25,191 ) $ (66,281 ) The Company’s benefit from income taxes varied from the amounts calculated by applying the U.S. statutory income tax rate to the pretax loss as shown in the following reconciliations (in thousands): Year Ended December 31, 2018 2017 2016 Statutory federal rate $ (36,836 ) $ (40,732 ) $ (149,310 ) Interest expense - preferred stock 22,195 20,459 — State income taxes — net of federal benefit (2,358 ) (1,465 ) (5,368 ) Gain on sale of Unitrans — (1,161 ) — Goodwill impairment — 1,020 86,776 Effect of change in U.S. statutory income tax rate — (7,413 ) — Change in valuation allowance 7,204 1,989 1,624 Other (19 ) 2,112 (3 ) Total $ (9,814 ) $ (25,191 ) $ (66,281 ) The Company recorded assets for refundable federal and state income taxes of $4.6 million as of December 31, 2018 ( $3.9 million classified as income tax receivable and $0.7 million included within other noncurrent assets) and $14.7 million as of December 31, 2017 (classified as income tax receivable). The tax rate effects of temporary differences that give rise to significant elements of deferred tax assets and deferred tax liabilities as of December 31 were as follows (in thousands): 2018 2017 Deferred income tax assets: Accounts receivable $ 2,442 $ 2,694 Accrued expenses and other current liabilities 13,695 13,103 Net operating loss carryforwards 28,153 18,715 Interest expense carryforwards 2,334 — Other, net 890 51 Total $ 47,514 $ 34,563 Valuation allowance (11,145 ) (3,942 ) Total, net of valuation allowance $ 36,369 $ 30,621 Deferred income tax liabilities: Prepaid expenses and other current assets $ (4,324 ) $ (2,906 ) Goodwill and intangible assets (12,699 ) (11,685 ) Property and equipment (23,299 ) (30,312 ) Total $ (40,322 ) $ (44,903 ) Net deferred tax liabilities $ (3,953 ) $ (14,282 ) The net noncurrent deferred income tax liability of $4.0 million as of December 31, 2018 and $14.3 million as of December 31, 2017 (net of current deferred tax assets and related valuation allowance) is classified as deferred tax liabilities. Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets, including through reversals of existing cumulative temporary differences. A significant piece of objective evidence evaluated was the cumulative losses incurred over the three-year periods ended December 31, 2018 and December 31, 2017. Such objective evidence limits the ability to consider other subjective evidence, such as the Company's projections for future growth. On the basis of this evaluation, the Company has recorded a valuation allowance of $11.1 million and $3.9 million as of December 31, 2018 and 2017 , respectively, primarily related to federal and state net operating loss carryforwards and other deferred tax assets that will not “more likely than not” be realized in the future. The Company has $100.2 million of federal net operating loss carryforwards as of December 31, 2018 ( $21.0 million tax-effected), of which $58.5 million was incurred in tax years prior to 2018 and will expire between 2030 and 2037. The remaining $41.7 million federal net operating loss incurred in 2018 carries forward indefinitely and can be utilized to offset taxable income in future years, to the extent of 80% of taxable income generated in those years, until exhausted. The remaining $7.2 million deferred tax asset for net operating loss carryforwards consists of the tax effect of various state and foreign net operating loss carryforwards that will generally expire between 2019 and 2038. Some of the Company's net operating loss carryforward amounts are subject to an annual section 382 limitation. However, the Company does not currently expect the annual section 382 limitation to materially impact its ability to utilize the net operating loss carryforward amounts. The Company has a $10.0 million interest expense carryforward as of December 31, 2018 related to interest expense not deductible in 2018. Starting in 2018, annual net interest expense deductions are limited to 30% of "adjusted taxable income" as defined in the tax code, and any interest expense not deducted in the current year due to said limitation carries forward indefinitely and can be utilized to offset taxable income in future years, to the extent of 30% of "adjusted taxable income" generated in those years, until exhausted. The change to the Company's gross unrecognized tax benefits for the years ended December 31 is reconciled as follows (in thousands): 2018 2017 2016 Balance as of January 1 $ 1,311 $ 737 $ — Additions based on current year tax positions — — — Additions for prior years' tax positions 142 574 737 Reductions for prior years' tax positions (21 ) — — Settlements with taxing authorities — — — Lapse of statute of limitations (149 ) — — Balance as of December 31 $ 1,283 $ 1,311 $ 737 Depending on specific facts, the above amounts may be reflected in the consolidated balance sheets either (a) as a reduction to income tax receivable; (b) as a reduction to net operating loss deferred tax assets, which are presented netted against deferred tax liabilities; or (c) within other long-term liabilities. The entire amount of unrecognized tax benefits would impact the effective tax rate. Interest and penalties related to uncertain tax benefits were less than $0.1 million , $0.3 million , and $0.1 million for the years ending December 31, 2018, 2017, and 2016, respectively, and are included within the benefit from income taxes. Accrued interest and penalties were $0.4 million as of December 31, 2018 and 2017. The Company is subject to federal and state tax examinations for all tax years subsequent to December 31, 2013. The Internal Revenue Service (“IRS”) is currently reviewing the Company's 2014-2016 federal tax returns. The Company has extended the federal period of limitations to assess tax for the 2014 and 2015 tax years through March 31, 2020. Although pre-2014 years are generally no longer subject to examinations by the IRS and various state taxing authorities, certain state net operating loss carryforwards generated in those years may still be adjusted upon examination by state taxing authorities if they were used after 2013 or will be used in a future period. On December 22, 2017, the Tax Cuts and Jobs Act was signed into law, and most changes were effective as of January 1, 2018. The law includes various provisions that affect corporations, including a reduction of the corporate income tax rate from a 35% maximum rate to a 21% flat rate, availability of enhanced “bonus depreciation” for capital equipment purchases, annual limitations on interest expense deductions, changes to net operating loss carryback and carryforward rules, and changes to U.S. taxation of foreign profits. The corporate tax rate reduction resulted in a $7.4 million discrete tax benefit during the year ended December 31, 2017 as a result of recalculating the carrying value of the Company's deferred tax assets and liabilities. Additionally, the Company reduced its net operating loss deferred tax asset by $0.4 million as a result of the one-time deemed repatriation of foreign subsidiary earnings. |
Guarantees
Guarantees | 12 Months Ended |
Dec. 31, 2018 | |
Guarantees [Abstract] | |
Guarantees [Text Block] | 12. Guarantees The Company provides a guarantee for a portion of the value of certain independent contractors' (“IC”) leased tractors. The guarantees expire at various dates through 2022 . The potential maximum exposure under these lease guarantees was approximately $7.2 million as of December 31, 2018 . Upon an IC default, the Company has the option to purchase the tractor or return the tractor to the leasing company if the residual value is greater than the Company’s guarantee. Alternatively, the Company can contract another IC to assume the lease. The Company estimated the fair value of its liability under this on-going guarantee to be $1.0 million and $1.4 million as of December 31, 2018 and 2017 , respectively, and it is included in accrued expenses and other current liabilities. In the fourth quarter of 2016, the Company began to offer a lease purchase program that did not include a guarantee, and offered newer equipment under factory warranty that was more cost effective. ICs began electing the newer lease purchase program over the legacy lease guarantee programs which led to an increase in unseated legacy tractors. In late 2016, management committed to a plan to divest of these older assets and recorded a loss reserve of $8.9 million as of December 31, 2016 . The loss reserve for the guarantee and reconditioning costs associated with the planned divestiture was $0.4 million as of December 31, 2018 , which is included in accrued expenses and other current liabilities. The Company paid $2.1 million and $9.0 million under these lease guarantees during the year ended December 31, 2018 and 2017 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Employee Benefit Plans The Company sponsors defined contribution profit sharing plans for substantially all employees of the Company and its subsidiaries. The Company provides matching contributions on some of these plans. Total expense under these plans was $2.4 million , $2.5 million , and $2.4 million for the years ended December 31, 2018 , 2017 , and 2016 , respectively. Operating Leases The Company leases terminals, office space, trucks, trailers, and other equipment under noncancelable operating leases expiring on various dates through 2027. The Company incurred rent expense from operating leases of $83.7 million , $83.4 million , and $72.8 million for the years ended December 31, 2018 , 2017 , and 2016 , respectively. Aggregate future minimum lease payments under noncancelable operating leases with an initial term in excess of one year were as follows as of December 31, 2018 (in thousands): Year Ending: 2019 $ 45,713 2020 34,920 2021 25,536 2022 21,413 2023 17,920 Thereafter 17,556 Total $ 163,058 Auto, Workers Compensation, and General Liability Reserves 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 insurance for auto liability, general liability, and cargo claims. The Company maintains an aggregate of $100 million of auto liability and general liability insurance. The Company maintains auto liability insurance coverage for claims in excess of $1.0 million per occurrence and cargo coverage for claims in excess of $100,000 per occurrence. The Company is self-insured up to $1.0 million per occurrence for workers compensation. The Company believes it has adequate insurance to cover losses in excess of the self-insured and deductible amount. As of December 31, 2018 and 2017 , the Company had reserves for estimated uninsured losses of $26.8 million and $28.4 million , respectively, included in accrued expenses and other current liabilities. General Litigation Proceedings Jeffrey Cox and David Chidester filed a complaint against certain of the Company’s subsidiaries in state court in California in a post-acquisition dispute (the “Central Cal Matter”). The complaint alleges contract, statutory and tort-based claims arising out of the Stock Purchase Agreement, dated November 2, 2012, between the defendants, as buyers, and the plaintiffs, as sellers, for the purchase of the shares of Central Cal Transportation, Inc. and Double C Transportation, Inc. (the “Central Cal Agreement”). The plaintiffs claim that a contingent purchase obligation payment is due and owing pursuant to the Central Cal Agreement, and that defendants have furnished fraudulent calculations to the plaintiffs to avoid payment. The plaintiffs also claim violations of California’s Labor Code related to the plaintiffs’ respective employment with Central Cal Transportation, LLC. On October 27, 2017, the state court granted the Company’s motion to compel arbitration of all non-employment claims alleged in the complaint. The parties selected a settlement accountant to determine the contingent purchase obligation pursuant to the Central Cal Agreement. The settlement accountant provided a final determination that a contingent purchase obligation of $2.1 million is due to the plaintiffs. The Company's position is that this contingent purchase obligation is subject to offset for certain indemnification claims owed to the Company by the plaintiffs ranging from approximately $0.3 million to $1.0 million . Accordingly, the Company has recorded a contingent purchase obligation liability of $1.8 million in accrued expenses and other current liabilities. The Company intends to pursue indemnification and other claims as it relates to the Central Cal Matter and other related matters involving these plaintiffs. In February 2018, Plaintiff David Chidester agreed to dismiss his employment-related claims from the Los Angeles Superior Court matter, while Plaintiff Jeffrey Cox transferred his employment claims from Los Angeles Superior Court to the related employment case pending in the Eastern District of California. The parties are proceeding with discovery and the consolidated case is currently set for trial on November 5, 2019. The Company received a letter dated April 17, 2018 from legal counsel representing Warren Communications News, Inc. (“Warren”) in which Warren made certain allegations against the Company of copyright infringement concerning an electronic newsletter published by Warren (the “Warren Matter”). Specifically, Warren alleged that an employee of the Company had, for several years, forwarded that electronic newsletter to third parties in violation of corresponding subscription agreements. After discussions with Warren, the Company received a second letter dated July 30, 2018 in which counsel for Warren offered to settle its claim for a monetary payment by the Company. The Company subsequently sent a counter-offer to Warren, which was rejected. In addition to the legal proceeding described above, the Company is a defendant in various purported class-action lawsuits alleging violations of various California labor laws and one purported class-action lawsuit alleging violations of the Illinois Wage Payment and Collection Act. Additionally, the California Division of Labor Standards and Enforcement has brought administrative actions against the Company alleging that the Company violated various California labor laws. In 2017 and 2018, the Company reached settlement agreements on a number of these labor related lawsuits and administrative actions. As of December 31, 2018 and 2017 , the Company recorded a liability for settlements, litigation, and defense costs related to these labor matters, the Central Cal Matter and the Warren Matter of $10.8 million and $13.2 million , respectively, which are recorded in accrued expenses and other current liabilities. In December 2018, a class action lawsuit was brought against the Company in the Superior Court of the State of California by Fernando Gomez, on behalf of himself and other similarly situated persons, alleging violation of California labor laws. This is a new lawsuit and the Company is currently determining its effects. The Company intends to vigorously defend against such claims; however, there can be no assurance that it will be able to prevail. In light of the relatively early stage of the proceedings, the Company is unable to predict the potential costs or range of costs at this time. Securities Litigation Proceedings Following the Company's press release on January 30, 2017, three putative class actions were filed in the United States District Court for the Eastern District of Wisconsin against the Company and its former officers, Mark A. DiBlasi and Peter R. Armbruster. On May 19, 2017, the Court consolidated the actions under the caption In re Roadrunner Transportation Systems, Inc. Securities Litigation (Case No. 17-cv-00144), and appointed Public Employees’ Retirement System as lead plaintiff. On March 12, 2018, the lead plaintiff filed the Consolidated Amended Complaint (“CAC”) on behalf of a class of persons who purchased the Company’s common stock between March 14, 2013 and January 30, 2017, inclusive. The CAC alleges (i) the Company and Messrs. DiBlasi and Armbruster violated Section 10(b) of the Exchange Act and Rule 10b-5, and (ii) Messrs. DiBlasi and Armbruster, the Company’s former Chairman Scott Rued, HCI Equity Partners, L.L.C., and HCI Equity Management, L.P. violated Section 20(a) of the Exchange Act, by making or causing to be made materially false or misleading statements, or failing to disclose material facts, regarding (a) the accuracy of the Company’s financial statements; (b) the Company’s true earnings and expenses; (c) the effectiveness of the Company’s disclosure controls and controls over financial reporting; (d) the true nature and depth of financial risk associated with the Company’s tractor lease guaranty program; (e) the Company’s leverage ratios and compliance with its credit facilities; and (f) the value of the goodwill the Company carried on its balance sheet. The CAC seeks certification as a class action, compensatory damages, and attorney’s fees and costs. On November 19, 2018, the parties entered into a binding term sheet agreeing to settle the action for $20 million , $17.9 million of which will be funded by the Company's D&O carriers ( $4.8 million of which is by way of a pass through of the D&O carriers’ payment to the Company in connection with the settlement of the Federal Derivative Action described below). The parties are finalizing the Stipulation of Settlement. The settlement is conditioned on a settlement of the Federal Derivative Action described below, dismissal of the State Derivative Action described below, and final court approval of the settlements in this action and in the Federal Derivative Action. On May 25, 2017, Richard Flanagan filed a complaint alleging derivative claims on the Company's behalf in the Circuit Court of Milwaukee County, State of Wisconsin (Case No. 17-cv-004401) against Scott Rued, Mark DiBlasi, Christopher Doerr, John Kennedy, III, Brian Murray, James Staley, Curtis Stoelting, William Urkiel, Judith Vijums, Michael Ward, Chad Utrup, Ivor Evans, Peter Armbruster, and Brian van Helden (the “State Derivative Action”). Count I of the complaint alleges the Director Defendants breached their fiduciary duties by “knowingly failing to ensure that the Company implemented and maintained adequate internal controls over its accounting and financial reporting functions,” and seeks unspecified damages. Count II of the complaint alleges the Officer Defendants DiBlasi, Armbruster, and van Helden received substantial performance-based compensation and bonuses for fiscal year 2014 that should be disgorged. The action has been stayed pending the District Court’s approval of the proposed settlement of the Federal Derivative Action, following which the defendants would move to dismiss this action as moot. While the case was stayed, the plaintiff obtained permission to file an amended complaint adding claims against two former Company employees: Bret Naggs and Mark Wogsland. On June 28, 2017, Jesse Kent filed a complaint alleging derivative claims on the Company's behalf and class action claims in the United States District Court for the Eastern District of Wisconsin. On December 22, 2017, Chester County Employees Retirement Fund filed a complaint alleging derivative claims on the Company's behalf in the United States District Court for the Eastern District of Wisconsin. On March 21, 2018, the Court entered an order consolidating the Kent and Chester County actions under the caption Kent v. Stoelting et al (Case No. 17-cv-00893) (the “Federal Derivative Action”). On March 28, 2018, plaintiffs filed their Verified Consolidated Shareholder Derivative Complaint alleging claims on behalf of the Company against Peter Armbruster, Mark DiBlasi, Scott Dobak, Christopher Doerr, Ivor Evans, Brian van Helden, John Kennedy III, Ralph Kittle, Brian Murray, Scott Rued, James Staley, Curtis Stoelting, William Urkiel, Chad Utrup, Judith Vijums, and Michael Ward. Count I alleges that several of the defendants violated Section 14(a) of the Exchange Act and Rule 14a-9 based upon alleged misrepresentations and omissions in several of the Company’s proxy statements. Count II alleges that all the defendants breached their fiduciary duty. Count III alleges that all the defendants wasted corporate assets. Count IV alleges that certain of the defendants were unjustly enriched. The Complaint seeks monetary damages, improvements to the Company’s corporate governance and internal procedures, an accounting from defendants of the damages allegedly caused by them and the improper amounts the defendants allegedly obtained, and punitive damages. The parties are currently finalizing the terms of a Stipulation of Settlement, which provides for certain corporate governance changes and a $6.9 million payment, $4.8 million of which will be paid by the Company’s D&O carriers into an escrow account to be used by the Company to settle the class action described above and $2.1 million of which will be paid by the Company’s D&O carriers to cover plaintiffs attorney’s fees and expenses, subject to court approval. Given the status of the matters above, the Company concluded in 2018 that a liability is probable and recorded the estimated loss of $22 million and a corresponding insurance reimbursement receivable of $20 million . In addition, subsequent to the Company's announcement that certain previously filed financial statements should not be relied upon, the Company was contacted by the SEC, Financial Industry Regulatory Authority (“FINRA”), and the Department of Justice (“DOJ”). The DOJ and Division of Enforcement of the SEC have commenced investigations into the events giving rise to the restatement. The Company has received formal requests for documents and other information. In addition, in June 2018 two of the Company's former employees were indicted on charges of conspiracy, securities fraud, and wire fraud as part of the ongoing DOJ and SEC investigation. The Company is cooperating fully with the joint DOJ and SEC investigation. Given the status of this matter, the Company is unable to reasonably estimate the potential costs or range of costs at this time. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions The Company had 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 owed $0.1 million to HCI for advisory services and travel expenses for the year ended December 31, 2017 and paid an aggregate of $0.2 million to HCI for services performed in connection with the sixth amended and restated credit agreement, advisory fees, and travel expenses during the year ended December 31, 2016 . On May 2, 2017, the Company and HCI entered into a Termination Agreement in which HCI waived the Company’s payment of any and all unpaid fees and expenses accrued under the advisory agreement through May 2, 2017. On December 13, 2018, the Company entered into an agreement with HCI to resume the advancement of reasonable fees and expenses of up to $7.1 million pursuant to the advisory agreement. In addition, the Company and HCI agreed to contribute $1 million each to resolve the previously mentioned Securities Litigation Proceedings described in Note 13. The Company reserves all rights to seek reimbursement for any fees or expense advanced to HCI, while HCI reserves all rights to seek indemnification for amounts above the $7.1 million and the $1 million that HCI will contribute to resolve the Securities Litigation Proceedings. On December 27, 2018, the Company filed a registration statement on Form S-1 with the SEC for the offer and sale of up to 7,801,625 shares of its common stock held by HCI and its affiliates. The shares covered by the registration statement may be offered and sold from time to time by HCI to the public. The Company will not receive any cash proceeds from the offer and sale of the shares of common stock that have been registered pursuant to this registration statement. The Investment Agreement with Elliott required the Company to pay Elliott a daily payment in an amount equal to $33,333.33 per calendar day from the closing date until the Refinancing Date. The Company paid $2.7 million under this agreement for the year ended December 31, 2017 . The Company, as part of the $293.0 million redemption of its Series F Preferred Stock ( $240.5 million ) and a portion of its Series E Preferred Stock ( $52.5 million ), paid to Elliott $6.0 million in early redemption premiums for the year ended December 31, 2017 . The Company also paid to Elliott $15.2 million in dividends on its preferred stock for the year ended December 31, 2017 . No such dividends were paid to Elliott in 2018 . On May 1, 2017, in connection with the issuance of preferred stock pursuant to the Investment Agreement, the Company issued 8 -year warrants to Elliott to purchase an aggregate of 379,572 shares of common stock, at an exercise price of $0.01 per share. On November 9, 2018, the Company issued 379,572 shares of common stock in connection with the exercise of the Warrants by Elliott. As previously mentioned, the Company entered into the Series E-1 Preferred Stock Investment Agreement with Elliott on March 1, 2018, pursuant to which the Company agreed to issue and sell to Elliott from time to time an aggregate of up to 54,750 shares of a newly created class of preferred stock designated as Series E-1 Cumulative Redeemable Preferred Stock. On November 8, 2018, the Company entered into a Standby Purchase Agreement with Elliott, pursuant to which Elliott agreed to backstop the Company’s rights offering to raise $450 million . Pursuant to the Standby Purchase Agreement, Elliott agreed to exercise their basic subscription rights in full. In addition, to the extent the rights offering was not fully subscribed, Elliott agreed to purchase from the Company, at the Subscription Price, all unsubscribed shares of common stock in the Rights Offering (the “Backstop Commitment”). The Company will not pay Elliott a fee for providing the Backstop Commitment, but agreed to reimburse Elliott for all documented out-of-pocket costs and expenses in connection with the rights offering, the Backstop Commitment, and the transactions contemplated thereby, including fees for legal counsel to Elliott. Elliott agreed to waive all preferred stock dividends accrued and unpaid after November 30, 2018 once the rights offering was consummated. Among other covenants, the Company agreed to deliver to Elliott an amended and restated Registration Rights Agreement and a Stockholders’ Agreement, and Elliott agreed that it would not, without the prior written consent of the special committee of the board of directors, sell, assign, transfer, or otherwise dispose of any rights distributed to Elliott. Additionally, Elliott agreed that it would not, without the prior written consent of the special committee, transfer any shares of its common stock until the earlier to occur of the closing of the rights offering or the termination of the Standby Purchase Agreement. On February 26, 2019, the Company closed the rights offering and Elliott purchased a total of 843,632,693 shares of the Company’s common stock between its basic subscription rights and the backstop commitment. See Note 17 for additional information. On February 28, 2019, the Company entered into the Term Loan Credit Facility with BMO Harris Bank, N.A. and Elliott which consists of an approximately $61.1 million term loan facility. See Note 17, Subsequent Events, for more information on the new credit agreement. The Company's operating companies have contracts with certain purchased transportation providers that are considered related parties. The Company paid an aggregate of $29.4 million and $13.6 million to these carriers during the years ended December 31, 2018 and 2017 , respectively. The Company has a number of facility leases with related parties and paid an aggregate of $1.2 million and $3.2 million under these leases during the years ended December 31, 2018 and 2017 , respectively. The Company owns 37.5% of CML which operates as one of the Company's brokerage agents. The Company paid CML broker commissions of $3.1 million and $2.7 million during the years ended December 31, 2018 and 2017 , respectively. The Company has a jet fuel purchase agreement with a related party and paid an aggregate of $2.1 million and $1.8 million under this agreement during the years ended December 31, 2018 and 2017 , respectively. The Company leases certain equipment through leasing companies owned by related parties and paid an aggregate of $4.6 million and $1.5 million during the years ended December 31, 2018 and 2017 , respectively. During 2016 , the Company entered into and completed a sale-leaseback transaction to sell a combined office and warehouse facility to an entity controlled by a former owner of an operating company for a total sale price of $3.5 million . |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | 15. Segment Reporting The Company determines its segments based on the information utilized by the chief operating decision maker, the Company’s Chief Executive Officer, to allocate resources and assess performance. Based on this information, the Company has determined that it has three segments: TES, LTL, and Ascent. The Company changed its segment reporting effective January 1, 2018 when it integrated its truckload brokerage business into the Ascent domestic freight management business. Segment information for prior periods has been revised to align with the new segment structure. These segments are strategic business units through which the Company offers different services. The Company evaluates the performance of the segments primarily based on their respective revenues and operating income. Accordingly, interest expense and other non-operating items are not reported in segment results. In addition, the Company has disclosed corporate, which is not a segment and includes corporate salaries, insurance and administrative costs, and long-term incentive compensation expense. Included within corporate are rolling stock assets that are purchased and leased by Roadrunner Equipment Leasing (“REL”). REL, a wholly-owned subsidiary of the Company, is a centralized asset management company that purchases and leases equipment that is utilized by the Company's segments. One direct customer, General Motors, accounted for approximately 12% of revenue, or approximately $268.1 million , $245.4 million and $252.1 million , within the Company's TES segment, for the years ended December 31, 2018 , 2017 and 2016 , respectively. The following table reflects certain financial data of the Company’s segments (in thousands): Year Ended December 31, 2018 2017 2016 Revenues: TES $ 1,207,677 $ 1,067,145 $ 990,665 LTL 452,281 463,519 461,540 Ascent 573,072 570,223 597,159 Eliminations (16,889 ) (9,596 ) (16,164 ) Total $ 2,216,141 $ 2,091,291 $ 2,033,200 Impairment charges: TES $ 1,582 $ — $ 133,988 LTL — — 197,312 Ascent — 4,402 42,361 Total $ 1,582 $ 4,402 $ 373,661 Operating (loss) income: TES (1) $ 2,097 $ 5,989 $ (116,545 ) LTL (26,892 ) (26,383 ) (203,600 ) Ascent 28,465 22,493 (28,148 ) Corporate (2) (62,169 ) (38,551 ) (55,481 ) Total (58,499 ) (36,452 ) (403,774 ) Interest expense 116,912 64,049 22,827 Loss on early extinguishment of debt — 15,876 — Loss before income taxes $ (175,411 ) $ (116,377 ) $ (426,601 ) Depreciation and amortization: TES $ 28,807 $ 25,535 $ 25,872 LTL 3,854 4,353 4,052 Ascent 5,049 5,965 6,688 Corporate 5,057 1,894 1,533 Total $ 42,767 $ 37,747 $ 38,145 Capital expenditures (3) : TES $ 9,777 $ 11,833 $ 7,978 LTL 1,122 1,641 4,051 Ascent 2,087 1,397 5,465 Corporate (4) 60,110 6,839 79 Total $ 73,096 $ 21,710 $ 17,573 December 31, 2018 2017 2016 Total assets: TES $ 379,956 $ 458,945 $ 436,237 LTL 73,706 79,065 129,899 Ascent 276,994 271,400 366,894 Corporate 123,921 68,445 3,488 Eliminations (5) (1,120 ) (1,812 ) (2,964 ) Total $ 853,457 $ 876,043 $ 933,554 (1) Operations restructuring charges of $4.7 million are included within TES for the year ended December 31, 2018. See Note 16 for additional information. (2) Gain from sale of Unitrans of $35.4 million is included within Corporate for the year ended December 31, 2017. (3) Includes non-cash capital leases and capital expenditures not yet paid. (4) Includes $45.6 million of rolling stock assets that are purchased and leased by REL of which 75% was allocated to TES, 10% to LTL, and 15% to Ascent. (5) Eliminations represents intercompany trade receivable balances between the three segments. |
Restructuring Costs (Notes)
Restructuring Costs (Notes) | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Restructuring Costs In the second quarter of 2018, the Company restructured its temperature-controlled truckload business by completing the integration of multiple operating companies into one business unit. As part of this integration, the Company also right-sized its temperature-controlled fleets, facilities, and support functions. As a result, in the second quarter of 2018 , the Company recorded operations restructuring costs of $4.7 million , related to fleet and facilities right-sizing and relocation costs, severance costs, and the write-down of assets to fair market value . T he initial write-down of assets to fair market value totaled $1.3 million and was recorded to property and equipment, while the remaining $3.4 million was recorded in accrued expenses and other current liabilities. None of the remaining individual components are considered material to the overall cost . The following is a rollforward of the Company's restructuring reserve balance as of December 31, 2018 . Restructuring reserves Fixed asset write-down Beginning balance at June 30, 2018 $ 3,375 $ 1,280 Charges/Adjustments (597 ) 597 Payments (2,234 ) — Ending balance at December 31, 2018 $ 544 $ 1,877 The Company also incurred corporate restructuring and restatement costs associated with legal, consulting and accounting matters, including internal and external investigations, SEC and accounting compliance, and restructuring of $22.2 million and $32.3 million for the years ended December 31, 2018 and 2017 , respectively. These costs are included in other operating expenses. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Prior ABL Facility Amendments On January 9, 2019, the Company entered into a Seventh Amendment to the ABL Facility. Pursuant to the Seventh Amendment, the ABL Facility was further amended to, among other things: (i) extend the time period during which the Company is permitted to issue Series E-1 Preferred Stock under the Investment Agreement (as amended) from January 31, 2019 to the earlier of (a) March 1, 2019 and (b) the occurrence of the rights offering; and (ii) extend the date by which the Company is required to consummate the rights offering from January 31, 2019 to March 1, 2019. On January 11, 2019, the Company entered into an Eighth Amendment to the ABL Facility. Pursuant to the Eighth Amendment, the ABL Facility was further amended to, among other things, modify the definition of “Fixed Charge Trigger Period” to reduce the Adjusted Excess Availability requirements until the earlier of (i) the date that is 30 days from the Eighth Amendment Effective Date; and (ii) the Rights Offering Effective Date. Rights Offering On February 26, 2019, the Company closed its previously announced fully backstopped $450 million rights offering, pursuant to which the Company issued and sold an aggregate of 900 million new shares of its common stock at the subscription price of $0.50 per share. An aggregate of 177,676,223 shares of the Company's common stock were purchased pursuant to the exercise of basic subscription rights and over-subscription rights from stockholders of record during the subscription period, including from the exercise of basic subscription rights by stockholders who are affiliates of Elliott. In addition, Elliott purchased an aggregate of 722,323,777 additional shares pursuant to the previously announced commitment from Elliott to purchase all unsubscribed shares of the Company's common stock in the rights offering pursuant to the Standby Purchase Agreement that the Company entered into with Elliott dated November 8, 2018, as amended. Overall, Elliott purchased a total of 843,632,693 shares of the Company's common stock in the rights offering between its basic subscription rights and the backstop commitment, and following the closing of the rights offering beneficially owned approximately 90.4% of the Company's common stock. The net proceeds from the rights offering and backstop commitment were used to fully redeem the outstanding shares of the Company's preferred stock and to pay related accrued and unpaid dividends. Proceeds were also used to pay fees and expenses in connection with the rights offering and backstop commitment. The Company retained in excess of $30 million of net cash proceeds to be used for general corporate purposes. The purpose of the rights offering was to improve and simplify the Company's capital structure in a manner that gave the Company's existing stockholders the opportunity to participate on a pro rata basis. Stockholders’ Agreement On February 26, 2019, the Company entered into a New Stockholders’ Agreement with Elliott. The Company's execution and delivery of the Stockholders’ Agreement was a condition to Elliott’s backstop commitment. Pursuant to the Stockholders’ Agreement, the Company granted Elliott the right to designate nominees to Company's board of directors and access to available financial information. Amended and Restated Registration Rights Agreement On February 26, 2019, the Company entered into the A&R Registration Rights Agreement with Elliott and investment funds affiliated with HCI Equity Partners, which amended and restated the Registration Rights Agreement, dated as of May 2, 2017, between the Company and the parties thereto. The Company's execution and delivery of the A&R Registration Rights Agreement was a condition to Elliott’s backstop commitment. The A&R Registration Rights Agreement amended the Registration Rights Agreement to provide the Elliott Stockholders (as defined therein) and the HCI Stockholders (as defined therein) with unlimited Form S-1 registration rights in connection with Company securities owned by them. Asset-Based Lending Credit Agreement On February 28, 2019, the Company entered into the ABL Credit Facility with BMO Harris Bank, N.A. and certain other lenders. The Company used the initial proceeds from the ABL Credit Facility for working capital purposes and to repay in full the Company's existing credit facility. The ABL Credit Facility consists of a $200.0 million asset-based revolving line of credit, of which up to (i) $15.0 million may be used for FILO Loans (as defined in the ABL Credit Agreement), (ii) $20.0 million may be used for Swing Line Loans (as defined in the ABL Credit Agreement), and (iii) $30.0 million may be used for letters of credit. The ABL Credit Agreement provides that the revolving line of credit may be increased by up to an additional $100.0 million under certain circumstances. The ABL Credit Facility matures on February 28, 2024. Advances under the Company’s ABL Credit Facility bear interest at either: (a) the LIBOR Rate (as defined in the ABL Credit Agreement), plus an applicable margin ranging from 1.50% to 2.00% for the non-FILO Loans and 2.50% to 3.00% for the FILO Loans; or (b) the Base Rate (as defined in the ABL Credit Agreement), plus an applicable margin ranging from 0.50% to 1.00% for the non-FILO Loans and 1.50% to 2.00% for the FILO Loans. Term Loan Credit Agreement On February 28, 2019, the Company entered into the Term Loan Credit Facility with BMO Harris Bank, N.A. and Elliott. The Company used the initial proceeds from the Term Loan Credit Facility for working capital purposes and to repay in full the Company's existing credit facility. The Term Loan Credit Facility consists of an approximately $61.1 million term loan facility, consisting of (i) approximately $40.3 million of Tranche A Term Loans (as defined in the Term Loan Credit Agreement), (ii) approximately $2.5 million of Tranche A FILO Term Loans (as defined in the Term Loan Credit Agreement), (iii) approximately $8.3 million of Tranche B Term Loans (as defined in the Term Loan Credit Agreement), and (iv) a $10.0 million asset-based facility available to finance future capital expenditures. The Term Loan Credit Facility matures on February 28, 2024. Principal on each of the Tranche A Term Loans and the Tranche B Term Loans is due in quarterly installments based upon a 4.5-year amortization schedule (i.e. each installment is 1/18th of the original principal amount of the Tranche A Term Loans and the Tranche B Term Loans), commencing on September 1, 2019. Principal on the Tranche A FILO Term Loans is due on the maturity date of the Term Loan Credit Facility, unless earlier accelerated thereunder. Principal on each draw under the capital expenditure facility is due in quarterly installments based upon a five-year amortization schedule (i.e. each installment shall be 1/20th of the original principal amount of any capital expenditure loan), commencing on the first day of the first full fiscal quarter immediately following the making of each such capital expenditure loan. The loans under the Term Loan Credit Facility bear interest at either: (a) the LIBOR rate (as defined in the Term Loan Credit Agreement), plus an applicable margin of 7.50% for Tranche A Term Loans, Tranche B Term Loans and capital expenditure loans, and 8.50% for Tranche A FILO Term Loans; or (b) the Base Rate (as defined in the Term Loan Credit Agreement), plus an applicable margin of 6.50% for Tranche A Term Loans, Tranche B Term Loans and capital expenditure loans, and 7.50% for Tranche A FILO Term Loans. HCI Sales of the Company's Common Stock On February 14, 2019, HCI sold 2,000,000 shares of the Company's common stock in an open-market transaction at a price per share of $0.4797 to unaffiliated purchasers. |
Organization, Nature of Busin_2
Organization, Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Roadrunner Transportation Systems, Inc. (the “Company”) is headquartered in Downers Grove, Illinois with operations primarily in the United States and is organized in the following three segments: Truckload & Express Services (“TES”), Less-than-Truckload (“LTL”), and Ascent Global Logistics (“Ascent”). Within its TES segment, the Company serves customers throughout North America and provides the following services: air and ground expedite; over-the-road operations, including dry van, temperature controlled and flatbed; intermodal drayage and chassis management; and local, warehousing and other logistics. Within its LTL segment, the Company delivers LTL shipments throughout the United States and parts of Canada and operates service centers, complemented by relationships with numerous pick-up and delivery agents. Within its Ascent segment, the Company provides third-party domestic freight management, international freight forwarding, customs brokerage, and retail consolidation solutions. |
Principles of Consolidation | Principles of Consolidation The accompanying audited consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation. The Company owns 37.5% of Central Minnesota Logistics, Inc. (“CML”), which operates as one of the Company's brokerage agents. CML is accounted for under the equity method and is insignificant to the consolidated financial statements. The Company records its investment in CML in other noncurrent assets and recognizes its share of the net income or loss of CML. |
Change in Accounting Principle | Change in Accounting Principle On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, which was updated in August 2015 by ASU No. 2015-14, Revenue from Contracts with Customers (“Topic 606”). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-08 (“ASU 2016-08”), Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net). Under ASU 2016-08, when another party is involved in providing goods or services to a customer, an entity is required to determine whether the nature of its promise is to provide the specified good or service (that is, the entity is a principal) or to arrange for that good or service to be provided by another party. When the principal entity satisfies a performance obligation, the entity recognizes revenue in the gross amount. When an entity that is an agent satisfies the performance obligation, that entity recognizes revenue in the amount of any fee or commission to which it expects to be entitled. The Company determined key factors from the five-step process to recognize revenue as prescribed by the new standard that may be applicable to each of the Company's operating businesses that roll up into its three segments. Significant customers and contracts from each business unit were identified and the Company reviewed these contracts. The Company completed the evaluation of the provisions of these contracts and compared the historical accounting policies and practices to the requirements of the new standard including the related qualitative disclosures regarding the potential impact of the effects of the accounting policies and a comparison to the Company's previous revenue recognition policies. The Company determined that certain transactions with customers required a change in the timing of when revenue and related expense is recognized. The guidance was applied only to contracts that were not completed at the date of initial adoption. The Company elected the modified retrospective method which required a cumulative adjustment to retained earnings instead of retrospectively adjusting prior periods. The Company recorded a $0.9 million benefit to opening retained earnings as of January 1, 2018 for the cumulative impact of adoption related to the recognition of in-transit revenue. Results for 2018 are presented under Topic 606, while prior periods were not adjusted. The adoption of Topic 606 did not have a material impact on the Company's consolidated financial statements for the year ended December 31, 2018 . The disclosure requirements of Topic 606 are included within the Company's revenue recognition accounting policy below. |
Segment Reporting | Segment Reporting The Company determines its segments based on the information utilized by the chief operating decision maker, the Company’s Chief Executive Officer, to allocate resources and assess performance. Based on this information, the Company has determined that it has three segments: TES, LTL, and Ascent. The Company changed its segment reporting effective January 1, 2018 when it integrated its truckload brokerage business into the Ascent domestic freight management business. Segment information for prior periods has been revised to align with the new segment structure. |
Use of Estimates | Use of Estimates The preparation of financial statements, in conformity with accounting principles generally accepted in the United States (“GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents are defined as short-term investments that have an original maturity of three months or less at the date of purchase and are readily convertible into cash. The Company maintains cash in several banks and, at times, the balances may exceed federally insured limits. |
Account Receivable and Related Reserves | Accounts Receivable and Related Reserves Accounts receivable represent trade receivables from customers and are stated net of an allowance for doubtful accounts of approximately $10.0 million and $10.9 million as of December 31, 2018 and 2017 , respectively. Management estimates the portion of accounts receivable that will not be collected and accounts are written off when they are determined to be uncollectible. Accounts receivable are uncollateralized and are generally due 30 to 60 days from the invoice date. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Maintenance and repair costs are charged to expense as incurred. For financial reporting purposes, depreciation is calculated using the straight-line method over the following estimated useful lives: Buildings and leasehold improvements 5-40 years Computer equipment 3-5 years Internal use software 5-10 years Office equipment, furniture, and fixtures 3-10 years Dock, warehouse, and other equipment 5-7 years Tractors and trailers 3-15 years Aircraft fleet and spare parts 3-10 years Leasehold improvements are amortized over the shorter of their useful lives or the remaining lease term. Accelerated depreciation methods are used for tax reporting purposes. Property and equipment and other long-lived assets are reviewed periodically for possible impairment. The Company evaluates whether current facts or circumstances indicate that the carrying value of the assets to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If an asset is determined to be impaired, the loss is measured and recorded based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including discounted value of estimated future cash flows. The Company reports an asset to be disposed of at the lower of its carrying value or its fair value less the cost to sell. Costs incurred to develop software for internal use are capitalized and amortized over the estimated useful life of the software. Costs related to maintenance of internal-use software are expensed as incurred. Spare Parts for Aircraft Fleet Spare parts for aircraft fleet are categorized into several categories: rotables, repairables, expendables, and materials and supplies. Rotable and repairable spare parts for aircraft fleet are typically significant in value, can be repaired and re-used, and generally have an expected useful life consistent with the aircraft fleet these parts support. Rotables and repairables for aircraft fleet are recorded at cost and depreciated over the lesser of the life of the aircraft or spare part. The cost of repairing these aircraft fleet parts is expensed as incurred. Expendables and materials and supplies are expensed when purchased. |
Goodwill and Other Intangibles | Goodwill and Other Intangibles Goodwill represents the excess of the purchase price of all acquisitions over the estimated fair value of the net assets acquired. The Company evaluates goodwill and intangible assets for impairment at least annually on July 1st or more frequently whenever events or changes in circumstances indicate that the asset may be impaired, or in the case of goodwill, the fair value of the reporting unit is below its carrying amount. The analysis of potential impairment of goodwill requires the Company to compare the estimated fair value at each of its reporting units to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds the estimated fair value of the reporting unit, a non-cash goodwill impairment loss is recognized as an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. For purposes of the impairment analysis, the fair value of the Company’s reporting units is estimated based upon an average of the market approach and the income approach, both of which incorporate numerous assumptions and estimates such as company forecasts, discount rates, and growth rates, among others. The determination of the fair value of the reporting units and the allocation of that value to individual assets and liabilities within those reporting units requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to, the selection of appropriate peer group companies, control premiums appropriate for acquisitions in the industries in which the Company competes, the discount rate, terminal growth rates, and forecasts of revenue, operating income, and capital expenditures. The allocation requires several analyses to determine fair value of assets and liabilities including, among others, customer relationships and property and equipment. Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of the reporting units, the amount of the goodwill impairment charge, or both. Future declines in the overall market value of the Company's stock may also result in a conclusion that the fair value of one or more reporting units has declined below its carrying value. Prior to 2017, the analysis of potential impairment of goodwill required a two-step approach, the first of which was to compare the estimated fair value at each of the reporting units to its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeded its fair value, a second step was required to measure the goodwill impairment loss. The second step included valuing all the tangible and intangible assets of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit's goodwill was compared to the carrying amount of that goodwill. If the carrying amount of the reporting unit's goodwill exceeded the implied fair value of the goodwill, a non-cash goodwill impairment loss was recognized in an amount equal to the excess, not to exceed the carrying amount. See Note 4 for more information on how the Company analyzes the valuation of its goodwill and the results of that valuation. Intangible assets consist primarily of definite lived customer relationships. The customer relationships intangible assets are amortized over their estimated five to 12 -year useful lives. The Company evaluates its intangible assets for impairment when current facts or circumstances indicate that the carrying value of the assets to be held and used may not be recoverable. See Note 4 for additional information on the Company's intangible assets. |
Fair Value of Financial Instruments | Fair Value Measurement The estimated fair value of the Company's debt approximated its carrying value as of December 31, 2018 and 2017 as the debt facilities as of such dates bore interest based on prevailing variable market rates and as such were categorized as a Level 2 in the fair value hierarchy as defined in Note 7. The Company has elected to measure the value of its preferred stock using the fair value method. The fair value of the preferred stock is the estimated amount that would be paid to redeem the liability in an orderly transaction between market participants at the measurement date. The significant inputs used to determine the fair value are unobservable and require significant management judgment or estimation and as such were categorized as a Level 3 in the fair value hierarchy. See Note 7 for more information on how the Company determines the fair value of its preferred stock. |
Issuance Costs | Issuance Costs Debt issuance costs represent costs incurred in connection with the issuance of the Company's debt. Issuance costs associated with the Company's debt are capitalized and amortized over the expected maturity of the financing agreements using the effective interest rate method. Unamortized debt issuance costs have been classified as a reduction to debt in the consolidated balance sheets. Issuance costs incurred in connection with the issuance of the Company's preferred stock have been expensed as incurred and are reflected in interest expense - preferred stock. |
Share-Based Compensation | Share-Based Compensation The Company’s share-based payment awards are comprised of stock options, restricted stock units, and performance restricted stock units. The cost for the Company’s stock options is measured at fair value using the Black-Scholes option pricing model. The cost for restricted stock units and performance restricted stock units is measured using the stock price at the grant date. The cost is recognized over the vesting period of the award, which is typically four years. The amount of costs recognized for performance restricted stock units over the vesting period is dependent on the Company meeting the pre-established financial performance goals. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The U.S. federal tax rate reduction from 35% to 21% (pursuant to the Tax Cuts and Jobs Act enacted on December 22, 2017) was recognized in the benefit from income taxes in 2017. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company generally considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. Given the Company's recent operating losses, projected future taxable income and tax-planning strategies cannot be considered as sources of future taxable income. A valuation allowance has been established related to deferred tax assets that will not "more likely than not" be realized in the future. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position, and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. |
Revenue Recognition | Revenue Recognition (effective January 1, 2018) The Company’s revenues are primarily derived from transportation services which includes providing freight and carrier services both domestically and internationally via land, air, and sea. The Company disaggregates revenue among its three segments, TES, LTL and Ascent, as presented in Note 15. Performance Obligations - A performance obligation is created once a customer agreement with an agreed upon transaction price exists. The terms and conditions of the Company’s agreements with customers are generally consistent within each segment. The transaction price is typically fixed and determinable and is not contingent upon the occurrence or non-occurrence of any other event. The transaction price is generally due 30 to 60 days from the date of invoice. The Company’s transportation service is a promise to move freight to a customer’s destination, with the transit period typically being less than one week. The Company views the transportation services it provides to its customers as a single performance obligation. This performance obligation is satisfied and recognized in revenue over the requisite transit period as the customer’s goods move from origin to destination. The Company determines the period to recognize revenue in transit based upon the departure date and the delivery date, which may be estimated if delivery has not occurred as of the reporting date. Determining the transit period and the percentage of completion as of the reporting date requires management to make judgments that affect the timing of revenue recognized. The Company has determined that revenue recognition over the transit period provides a reasonable estimate of the transfer of goods and services to its customers as the Company’s obligation is performed over the transit period. Principal vs. Agent Considerations - The Company utilizes independent contractors and third-party carriers in the performance of some transportation services. The Company evaluates whether its performance obligation is a promise to transfer services to the customer (as the principal) or to arrange for services to be provided by another party (as the agent) using a control model. This evaluation determined that the Company is in control of establishing the transaction price, managing all aspects of the shipments process and taking the risk of loss for delivery, collection, and returns. Based on the Company’s evaluation of the control model, it determined that all of the Company’s major businesses act as the principal rather than the agent within their revenue arrangements and such revenues are reported on a gross basis. Contract Balances and Costs - The Company applies the practical expedient in Topic 606 that permits the Company to not disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied as of the end of the period as the Company's contracts have an expected length of one year or less. The Company also applies the practical expedient in Topic 606 that permits the recognition of incremental costs of obtaining contracts as an expense when incurred if the amortization period of such costs is one year or less. These costs are included in purchased transportation costs. The Company's performance obligations represent the transaction price allocated to future reporting periods for freight services started but not completed at the reporting date. This includes the unbilled amounts and accrued freight costs for freight shipments in transit. As of December 31, 2018 , the Company has $7.8 million of unbilled amounts recorded in accounts receivable and $6.1 million of accrued freight costs recorded in accounts payable. Amounts recorded to revenue and purchased transportation costs are not material for the year ended December 31, 2018 . |
Insurance | Insurance The Company uses a combination of purchased insurance and self-insurance programs to provide for the cost of auto liability, general liability, cargo damage, workers’ compensation claims, and benefits paid under employee health care programs. Insurance reserves are established for estimates of the loss that the Company will ultimately incur on reported claims, as well as estimates of claims that have been incurred but not yet reported. The measurement and classification of self-insured costs requires the consideration of historical cost experience, demographic and severity factors, and judgments about the current and expected levels of cost per claim and retention levels. These methods provide estimates of the liability associated with claims incurred as of the balance sheet date, including claims not reported. The Company believes these methods are appropriate for measuring these self-insurance accruals. |
Lease Purchase Guarantee | Lease Purchase Guarantee In connection with leases of certain equipment used exclusively for the Company, the Company has a guarantee to perform in the event of default by the driver. The Company estimates the costs associated with the guarantee by estimating the default rate at the inception of the lease. The Company records the liability and a corresponding asset, which is subsequently amortized over the life of the lease. |
New Accounting Pronouncements | New Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which will be effective for the Company in 2019. For financing leases, a lessee is required to: (1) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments; (2) recognize interest on the lease liability separately from amortization of the right-of-use asset; and (3) classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows. For operating leases, a lessee is required to: (1) recognize the right-to-use asset and a lease liability, initially measured at the present value of the lease payments; (2) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term generally on a straight-line basis; and (3) classify all cash payments within operating activities in the statement of cash flows. For leases with a term of 12 months or less, the Company has decided to make an accounting policy election by class of underlying assets not to recognize lease assets and lease liabilities. Therefore, the Company will recognize lease expense for leases with a term of 12 months or less on a straight-line basis over the lease term. The Company is in the process of evaluating the guidance in ASU 2016-02 and will determine the total impact of the new guidance based on the current lease arrangements that are expected to remain in place. The Company expects adoption of this guidance will have a material impact on the Company's consolidated balance sheet given the Company will be required to record operating leases with lease terms greater than 12 months within assets and liabilities on the consolidated balance sheets. The Company does not expect a material impact on the Company's consolidated statements of operations or cash flows. The Company is also in the process of implementing a new lease accounting system and updating its processes in preparation for the adoption of the new leases standard. The Company is currently in the process of determining the impact that this guidance will have on its consolidated financial statements. See Note 13 for a summary of the Company's future minimum lease payments under noncancelable operating leases with an initial term in excess of one year. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740) Intra-Entity Transfers of Assets Other than Inventory (“ASU 2016-16”), which is effective for the Company in 2018. GAAP previously prohibited the recognition of current and deferred income taxes for intra-entity asset transfers other than inventory (e.g. property and equipment) until the asset had been sold to an outside party. Under ASU 2016-16, the FASB decided that an entity should recognize the income tax consequences of an intra-entity transfer of an asset when the transfer occurs. The Company adopted ASU 2016-16 effective January 1, 2018 and it did not have a material impact on the Company’s consolidated financial statements. |
Organization, Nature of Busin_3
Organization, Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Allowance for Doubtful Accounts | The rollforward of the allowance for doubtful accounts is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Beginning balance $ 10,891 $ 18,573 $ 14,026 Divestiture of Unitrans — (91 ) — Provision, charged to expense 3,479 5,964 5,127 Write-offs, less recoveries (4,390 ) (13,555 ) (580 ) Ending balance $ 9,980 $ 10,891 $ 18,573 |
Property, Plant and Equipment | For financial reporting purposes, depreciation is calculated using the straight-line method over the following estimated useful lives: Buildings and leasehold improvements 5-40 years Computer equipment 3-5 years Internal use software 5-10 years Office equipment, furniture, and fixtures 3-10 years Dock, warehouse, and other equipment 5-7 years Tractors and trailers 3-15 years Aircraft fleet and spare parts 3-10 years Property and equipment consisted of the following as of December 31 (in thousands): 2018 2017 Land $ 3,722 $ 3,785 Buildings and leasehold improvements 21,276 18,625 Computer equipment 22,013 22,004 Internal use software 42,993 33,789 Office equipment, furniture, and fixtures 9,473 5,035 Dock, warehouse, and other equipment 10,675 9,259 Tractors and trailers 173,861 144,260 Aircraft fleet and rotable spare parts 34,770 29,827 Property and equipment, gross 318,783 266,584 Less: Accumulated depreciation (130,077 ) (107,037 ) Property and equipment, net $ 188,706 $ 159,547 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | For financial reporting purposes, depreciation is calculated using the straight-line method over the following estimated useful lives: Buildings and leasehold improvements 5-40 years Computer equipment 3-5 years Internal use software 5-10 years Office equipment, furniture, and fixtures 3-10 years Dock, warehouse, and other equipment 5-7 years Tractors and trailers 3-15 years Aircraft fleet and spare parts 3-10 years Property and equipment consisted of the following as of December 31 (in thousands): 2018 2017 Land $ 3,722 $ 3,785 Buildings and leasehold improvements 21,276 18,625 Computer equipment 22,013 22,004 Internal use software 42,993 33,789 Office equipment, furniture, and fixtures 9,473 5,035 Dock, warehouse, and other equipment 10,675 9,259 Tractors and trailers 173,861 144,260 Aircraft fleet and rotable spare parts 34,770 29,827 Property and equipment, gross 318,783 266,584 Less: Accumulated depreciation (130,077 ) (107,037 ) Property and equipment, net $ 188,706 $ 159,547 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Sensitivity analysis of reporting units' fair value | The table below provides a sensitivity analysis for the TES, Domestic and International Logistics, and Warehousing & Consolidation reporting units, which shows the estimated fair value impacts related to a 50-basis point increase or decrease in the discount and long-term growth rates used in the valuation as of July 1, 2018. Approximate Percent Change in Estimated Fair Value +/- 50 bps Discount Rate +/- 50bps Growth Rate TES reporting unit (5.4%) / 5.0% 3.6% / (3.2%) Domestic and International Logistics reporting unit (5.6%) / 4.9% 3.5% / (2.8%) Warehousing & Consolidation reporting unit (4.3%) / 4.3% 3.1% / (3.1%) |
Rollforward of goodwill by reportable segment | The following is a rollforward of goodwill from December 31, 2016 to December 31, 2018 by segment (in thousands): TES LTL Ascent Total Goodwill balance as of December 31, 2016 $ 93,396 $ — $ 219,145 $ 312,541 Adjustments to goodwill for purchase accounting (470 ) — — (470 ) Adjustments to goodwill for sale of Unitrans — — (42,843 ) (42,843 ) Goodwill impairment charges — — (4,402 ) (4,402 ) Goodwill balance as of December 31, 2017 $ 92,926 $ — $ 171,900 $ 264,826 Goodwill balance as of December 31, 2018 $ 92,926 $ — $ 171,900 $ 264,826 |
Intangible assets | Intangible assets consist primarily of customer relationships acquired from business acquisitions. In connection with the change in segments as indicated in Note 1, the Company reallocated net intangible assets of $0.3 million between the TES and Ascent segments. Intangible assets were as follows as of December 31 (in thousands): 2018 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value TES $ 55,008 $ (22,959 ) $ 32,049 $ 55,008 $ (18,470 ) $ 36,538 LTL 2,498 (1,925 ) 573 2,498 (1,748 ) 750 Ascent 27,152 (17,248 ) 9,904 27,152 (14,792 ) 12,360 Total intangible assets $ 84,658 $ (42,132 ) $ 42,526 $ 84,658 $ (35,010 ) $ 49,648 |
Estimated amortization expense | Estimated amortization expense for each of the next five years based on intangible assets as of December 31, 2018 is as follows (in thousands): Year Ending: 2019 $ 6,819 2020 6,447 2021 6,265 2022 5,826 2023 5,462 Thereafter 11,707 Total $ 42,526 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-term debt | ebt consisted of the following at December 31 (in thousands): 2018 2017 Revolving credit facility $ 134,532 $ 147,037 Term loan 37,333 55,858 Total debt $ 171,865 $ 202,895 Less: Debt issuance costs and discount (3,098 ) (3,485 ) Total debt, net of debt issuance costs and discount 168,767 199,410 Less: Current maturities (13,171 ) (9,950 ) Total debt, net of current maturities $ 155,596 $ 189,460 |
Schedule of Maturities of Long-term Debt | Maturities for each of the next four years based on debt as of December 31, 2018 are as follows (in thousands) Year Ending: 2019 $ 13,171 2020 14,180 2021 14,189 2022 130,325 Total $ 171,865 |
Schedule of Future Minimum Lease Payments for Capital Leases | The following is a schedule of future minimum lease payments under the capital leases with the present value of the net minimum lease payments as of December 31, 2018 (in thousands): Year Ending: 2019 $ 16,100 2020 14,524 2021 17,885 2022 4,005 2023 4,267 Thereafter 2,067 Total minimum lease payments 58,848 Less: amount representing interest (7,882 ) Present value of net minimum lease payments (1) $ 50,966 (1) Reflected in the consolidated balance sheets as $13.2 million of current capital lease obligation and $37.7 million of long-term capital lease obligation. |
Preferred Stock (Tables)
Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Preferred Stock [Abstract] | |
Schedule of Preferred Stock | Certain Terms of the outstanding Preferred Stock as of December 31, 2018 are as follows: Series B Series C Series D Series E Series E-1 Shares at $0.01 Par Value at Issuance 155,000 55,000 100 90,000 35,728 Shares Outstanding at December 31, 2018 155,000 55,000 100 37,500 35,728 Price / Share $1,000 $1,000 $1.00 $1,000 $1,000/$960 Dividend Rate Adjusted LIBOR + 3.00% + Additional Rate (4.75-12.50%) based on leverage. Additional 3.00% upon certain triggering events. Adjusted LIBOR + 3.00% + Additional Rate (4.75-12.50%) based on leverage. Additional 3.00% upon certain triggering events. Right to participate equally and ratably in all cash dividends paid on common stock. Adjusted LIBOR + 5.25% + Additional Rate (8.50%). Additional 3.00% upon certain triggering events. Adjusted LIBOR + 5.25% + Additional Rate (8.50%). Additional 3.00% upon certain triggering events. Dividend Rate at December 31, 2018 17.780% 17.780% N/A 16.030% 16.030% Redemption Term 8 Years 8 Years 8 Years 6 Years 6 Years Redemption Rights From Closing Date: 65% premium (subject to stock movement) From Closing Date: 0-12 months: 106.5% From Closing Date: 0-12 months: 106.5% Preferred stock as of December 31 consisted of the following (in thousands): 2018 2017 Preferred stock: Series B Preferred $ 205,972 $ 146,649 Series C Preferred 102,098 76,096 Series D Preferred 900 6,672 Series E Preferred 47,367 33,900 Series E-1 Preferred 46,547 — Total Preferred stock $ 402,884 $ 263,317 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of reconciliation of beginning and ending Level 3 financial liability balance | The table below sets forth a reconciliation of the Company’s beginning and ending Level 3 preferred stock liability balance as of December 31. 2018 2017 Balance, beginning of period $ 263,317 $ — Issuance of preferred stock at fair value 34,999 537,930 Redemption of preferred stock — (293,000 ) Change in fair value of preferred stock (1) 104,568 18,387 Balance, end of period $ 402,884 $ 263,317 (1) Change in fair value of preferred stock is reported in interest expense - preferred stock. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of RSU Activity | The following table summarizes the nonvested restricted stock units as of December 31, 2018 and 2017 : Number of Restricted Stock Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Nonvested as of December 31, 2016 274,764 $ 15.67 1.8 Granted 271,279 7.59 Vested (113,956 ) 16.73 Forfeitures (74,000 ) 10.35 Nonvested as of December 31, 2017 358,087 $ 9.96 2.7 Granted 558,000 2.67 Vested (116,360 ) 12.38 Forfeitures (86,357 ) 4.35 Nonvested as of December 31, 2018 713,370 $ 4.53 2.3 |
Schedule of Option Activity | A summary of the option activity for the years ended December 31, 2018 and 2017 is as follows: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Outstanding as of December 31, 2016 745,259 $ 12.34 4.4 Granted 564,000 7.18 Forfeited (59,726 ) 13.39 Outstanding as of December 31, 2017 1,249,533 $ 10.34 4.9 Granted — — Forfeited (142,084 ) 9.59 Outstanding as of December 31, 2018 1,107,449 $ 8.75 4.1 Stock option fair value assumptions for the stock options granted during the year ended December 31, 2017 are as follows: 2017 Option life (years) 7 years Risk free interest rate 1.8% to 2.2% Dividend yield — Expected volatility 47.8% to 48.0% Expected life (years) 5 years Weighted average fair value of stock options granted $3.14 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of the Company’s benefit from income taxes were as follows (in thousands): Year Ended December 31, 2018 2017 2016 Current: Federal $ — $ — $ (23,500 ) State, local, and foreign 810 1,875 660 Deferred: Federal (9,664 ) (27,118 ) (39,695 ) State, local, and foreign (960 ) 52 (3,746 ) Benefit from income taxes $ (9,814 ) $ (25,191 ) $ (66,281 ) |
Schedule of Effective Income Tax Reconciliation | The Company’s benefit from income taxes varied from the amounts calculated by applying the U.S. statutory income tax rate to the pretax loss as shown in the following reconciliations (in thousands): Year Ended December 31, 2018 2017 2016 Statutory federal rate $ (36,836 ) $ (40,732 ) $ (149,310 ) Interest expense - preferred stock 22,195 20,459 — State income taxes — net of federal benefit (2,358 ) (1,465 ) (5,368 ) Gain on sale of Unitrans — (1,161 ) — Goodwill impairment — 1,020 86,776 Effect of change in U.S. statutory income tax rate — (7,413 ) — Change in valuation allowance 7,204 1,989 1,624 Other (19 ) 2,112 (3 ) Total $ (9,814 ) $ (25,191 ) $ (66,281 ) |
Schedule of Deferred Tax Assets and Liabilities | The tax rate effects of temporary differences that give rise to significant elements of deferred tax assets and deferred tax liabilities as of December 31 were as follows (in thousands): 2018 2017 Deferred income tax assets: Accounts receivable $ 2,442 $ 2,694 Accrued expenses and other current liabilities 13,695 13,103 Net operating loss carryforwards 28,153 18,715 Interest expense carryforwards 2,334 — Other, net 890 51 Total $ 47,514 $ 34,563 Valuation allowance (11,145 ) (3,942 ) Total, net of valuation allowance $ 36,369 $ 30,621 Deferred income tax liabilities: Prepaid expenses and other current assets $ (4,324 ) $ (2,906 ) Goodwill and intangible assets (12,699 ) (11,685 ) Property and equipment (23,299 ) (30,312 ) Total $ (40,322 ) $ (44,903 ) Net deferred tax liabilities $ (3,953 ) $ (14,282 ) |
Schedule of Changes to Gross Unrecognized Tax Benefits | The change to the Company's gross unrecognized tax benefits for the years ended December 31 is reconciled as follows (in thousands): 2018 2017 2016 Balance as of January 1 $ 1,311 $ 737 $ — Additions based on current year tax positions — — — Additions for prior years' tax positions 142 574 737 Reductions for prior years' tax positions (21 ) — — Settlements with taxing authorities — — — Lapse of statute of limitations (149 ) — — Balance as of December 31 $ 1,283 $ 1,311 $ 737 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Aggregate future minimum lease payments under noncancelable operating leases with an initial term in excess of one year were as follows as of December 31, 2018 (in thousands): Year Ending: 2019 $ 45,713 2020 34,920 2021 25,536 2022 21,413 2023 17,920 Thereafter 17,556 Total $ 163,058 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of financial data of reportable segments | The following table reflects certain financial data of the Company’s segments (in thousands): Year Ended December 31, 2018 2017 2016 Revenues: TES $ 1,207,677 $ 1,067,145 $ 990,665 LTL 452,281 463,519 461,540 Ascent 573,072 570,223 597,159 Eliminations (16,889 ) (9,596 ) (16,164 ) Total $ 2,216,141 $ 2,091,291 $ 2,033,200 Impairment charges: TES $ 1,582 $ — $ 133,988 LTL — — 197,312 Ascent — 4,402 42,361 Total $ 1,582 $ 4,402 $ 373,661 Operating (loss) income: TES (1) $ 2,097 $ 5,989 $ (116,545 ) LTL (26,892 ) (26,383 ) (203,600 ) Ascent 28,465 22,493 (28,148 ) Corporate (2) (62,169 ) (38,551 ) (55,481 ) Total (58,499 ) (36,452 ) (403,774 ) Interest expense 116,912 64,049 22,827 Loss on early extinguishment of debt — 15,876 — Loss before income taxes $ (175,411 ) $ (116,377 ) $ (426,601 ) Depreciation and amortization: TES $ 28,807 $ 25,535 $ 25,872 LTL 3,854 4,353 4,052 Ascent 5,049 5,965 6,688 Corporate 5,057 1,894 1,533 Total $ 42,767 $ 37,747 $ 38,145 Capital expenditures (3) : TES $ 9,777 $ 11,833 $ 7,978 LTL 1,122 1,641 4,051 Ascent 2,087 1,397 5,465 Corporate (4) 60,110 6,839 79 Total $ 73,096 $ 21,710 $ 17,573 December 31, 2018 2017 2016 Total assets: TES $ 379,956 $ 458,945 $ 436,237 LTL 73,706 79,065 129,899 Ascent 276,994 271,400 366,894 Corporate 123,921 68,445 3,488 Eliminations (5) (1,120 ) (1,812 ) (2,964 ) Total $ 853,457 $ 876,043 $ 933,554 (1) Operations restructuring charges of $4.7 million are included within TES for the year ended December 31, 2018. See Note 16 for additional information. (2) Gain from sale of Unitrans of $35.4 million is included within Corporate for the year ended December 31, 2017. (3) Includes non-cash capital leases and capital expenditures not yet paid. (4) Includes $45.6 million of rolling stock assets that are purchased and leased by REL of which 75% was allocated to TES, 10% to LTL, and 15% to Ascent. (5) Eliminations represents intercompany trade receivable balances between the three segments. |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | None of the remaining individual components are considered material to the overall cost . The following is a rollforward of the Company's restructuring reserve balance as of December 31, 2018 . Restructuring reserves Fixed asset write-down Beginning balance at June 30, 2018 $ 3,375 $ 1,280 Charges/Adjustments (597 ) 597 Payments (2,234 ) — Ending balance at December 31, 2018 $ 544 $ 1,877 |
Organization Nature of Business
Organization Nature of Business and Significant Accounting Policies (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018USD ($)SegmentUnits | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jan. 01, 2018USD ($) | |
Organization Nature of Business and Significant Accounting Policies [Abstract] | ||||
Number of operating segments | Segment | 3 | |||
Debt issuance costs | $ 3,098 | $ 3,485 | ||
Number of reporting units | Units | 4 | |||
Impairment charges | $ 1,582 | 4,402 | $ 373,661 | |
Non-cash impairment charges | 1,600 | |||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Beginning balance | 10,891 | 18,573 | 14,026 | |
Divestiture of Unitrans | 0 | (91) | 0 | |
Provision, charged to expense | 3,479 | 5,964 | 5,127 | |
Write-off, less recoveries | (4,390) | (13,555) | (580) | |
Ending balance | $ 9,980 | 10,891 | 18,573 | |
Vesting period | 4 years | |||
Cumulative effect of change in accounting principle | $ 886 | |||
Unbilled amounts recorded in accounts receivable | $ 7,800 | |||
Freight costs recorded in accounts payable | $ 6,100 | |||
Minimum | ||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Vesting period | 3 years | |||
Maximum | ||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Vesting period | 5 years | |||
Buildings and leasehold improvements | Minimum | ||||
Property, Plant and Equipment [Abstract] | ||||
Estimated useful lives | 5 years | |||
Buildings and leasehold improvements | Maximum | ||||
Property, Plant and Equipment [Abstract] | ||||
Estimated useful lives | 40 years | |||
Computer equipment | Minimum | ||||
Property, Plant and Equipment [Abstract] | ||||
Estimated useful lives | 3 years | |||
Computer equipment | Maximum | ||||
Property, Plant and Equipment [Abstract] | ||||
Estimated useful lives | 5 years | |||
Internal use software | Minimum | ||||
Property, Plant and Equipment [Abstract] | ||||
Estimated useful lives | 5 years | |||
Internal use software | Maximum | ||||
Property, Plant and Equipment [Abstract] | ||||
Estimated useful lives | 10 years | |||
Office equipment, furniture, and fixtures | Minimum | ||||
Property, Plant and Equipment [Abstract] | ||||
Estimated useful lives | 3 years | |||
Office equipment, furniture, and fixtures | Maximum | ||||
Property, Plant and Equipment [Abstract] | ||||
Estimated useful lives | 10 years | |||
Dock, warehouse, and other equipment | Minimum | ||||
Property, Plant and Equipment [Abstract] | ||||
Estimated useful lives | 5 years | |||
Dock, warehouse, and other equipment | Maximum | ||||
Property, Plant and Equipment [Abstract] | ||||
Estimated useful lives | 7 years | |||
Tractors and trailers | Minimum | ||||
Property, Plant and Equipment [Abstract] | ||||
Estimated useful lives | 3 years | |||
Tractors and trailers | Maximum | ||||
Property, Plant and Equipment [Abstract] | ||||
Estimated useful lives | 15 years | |||
Aircraft fleet and rotable spare parts | Minimum | ||||
Property, Plant and Equipment [Abstract] | ||||
Estimated useful lives | 3 years | |||
Aircraft fleet and rotable spare parts | Maximum | ||||
Property, Plant and Equipment [Abstract] | ||||
Estimated useful lives | 10 years | |||
TL | ||||
Organization Nature of Business and Significant Accounting Policies [Abstract] | ||||
Number of reporting units | Units | 1 | |||
Impairment charges | $ 1,582 | 0 | 133,988 | |
LTL | ||||
Organization Nature of Business and Significant Accounting Policies [Abstract] | ||||
Number of reporting units | Units | 1 | |||
Impairment charges | $ 0 | $ 0 | $ 197,312 | |
Global Solutions | ||||
Organization Nature of Business and Significant Accounting Policies [Abstract] | ||||
Number of reporting units | Units | 2 | |||
Central Minnesota Logistics, Inc. | ||||
Organization Nature of Business and Significant Accounting Policies [Abstract] | ||||
Equity method investment ownership percentage | 37.50% | |||
Customer Relationships [Member] | Minimum | ||||
Organization Nature of Business and Significant Accounting Policies [Abstract] | ||||
Period of amortization of intangible assets | 5 years | |||
Customer Relationships [Member] | Maximum | ||||
Organization Nature of Business and Significant Accounting Policies [Abstract] | ||||
Period of amortization of intangible assets | 12 years | |||
Retained Earnings [Member] | ||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Cumulative effect of change in accounting principle | $ 886 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 318,783 | $ 266,584 | |
Less: Accumulated depreciation | (130,077) | (107,037) | |
Property and equipment, net | 188,706 | 159,547 | |
Depreciation expense | 35,600 | 28,500 | $ 29,600 |
Impairment charges | 1,582 | 4,402 | $ 373,661 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 3,722 | 3,785 | |
Buildings and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 21,276 | 18,625 | |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 22,013 | 22,004 | |
Internal use software | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 42,993 | 33,789 | |
Office equipment, furniture, and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 9,473 | 5,035 | |
Dock, warehouse, and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 10,675 | 9,259 | |
Tractors and trailers | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 173,861 | 144,260 | |
Assets held for sale | 2,200 | ||
Aircraft fleet and rotable spare parts | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 34,770 | 29,827 | |
Assets not yet placed in service | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 27,100 | $ 10,900 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 28, 2015 | |
Business Acquisition [Line Items] | |||||
Payments of contingent purchase obligation | $ 0 | $ 0 | $ 2,455 | ||
Proceeds from Divestiture of Businesses | 0 | 88,512 | 1,000 | ||
Gain (Loss) on Disposition of Business | 0 | 35,440 | $ 5,416 | ||
Unitrans | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 5,800 | $ 8,000 | |||
Stagecoach | |||||
Business Acquisition [Line Items] | |||||
Date of acquisition | Jul. 28, 2015 | ||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 5,000 | ||||
Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | $ 4,100 | ||||
Payments of contingent purchase obligation | $ 1,700 | ||||
Stagecoach | 2016 | |||||
Business Acquisition [Line Items] | |||||
Contingent Consideration Arrangements, Basis | 7,000 | ||||
Stagecoach | 2017 | |||||
Business Acquisition [Line Items] | |||||
Contingent Consideration Arrangements, Basis | 7,000 | ||||
Stagecoach | 2018 | |||||
Business Acquisition [Line Items] | |||||
Contingent Consideration Arrangements, Basis | 7,000 | ||||
Stagecoach | 2019 | |||||
Business Acquisition [Line Items] | |||||
Contingent Consideration Arrangements, Basis | $ 7,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Narrative) (Details) | Jul. 01, 2017USD ($) | Jul. 01, 2016USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2018USD ($)SegmentUnits | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jul. 01, 2018 |
Finite-Lived Intangible Assets [Line Items] | |||||||
Number of reporting units | Units | 4 | ||||||
Number of operating Segments | Segment | 3 | ||||||
Intangible assets | $ 42,526,000 | $ 49,648,000 | |||||
Non-Cash Impairment Charges | 1,600,000 | ||||||
Impairment charges | 1,582,000 | 4,402,000 | $ 373,661,000 | ||||
Percentage of Fair Value of Reporting Unit Exceeding its Carrying Value | 8.40% | ||||||
Goodwill | $ 42,800,000 | 264,826,000 | 264,826,000 | 312,541,000 | |||
Intangible assets | 12,000,000 | ||||||
Goodwill, Impairment Loss | $ 0 | 4,402,000 | |||||
Amortization of Intangible Assets | $ 7,100,000 | 9,200,000 | 8,600,000 | ||||
Goodwill reallocated | (470,000) | ||||||
Customer relationships | Minimum | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Period of amortization of intangible assets | 5 years | ||||||
Customer relationships | Maximum | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Period of amortization of intangible assets | 12 years | ||||||
TL | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Number of reporting units | Units | 1 | ||||||
Intangible assets | $ 32,049,000 | 36,538,000 | |||||
Impairment charges | 1,582,000 | 0 | 133,988,000 | ||||
Goodwill | $ 92,926,000 | 92,926,000 | 93,396,000 | ||||
Goodwill, Impairment Loss | $ 132,400,000 | 0 | |||||
Goodwill reallocated | (5,800,000) | (470,000) | |||||
LTL | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Number of reporting units | Units | 1 | ||||||
Intangible assets | $ 573,000 | 750,000 | |||||
Impairment charges | 0 | 0 | 197,312,000 | ||||
Goodwill | 0 | 0 | 0 | ||||
Goodwill, Impairment Loss | 197,300,000 | 0 | |||||
Goodwill reallocated | 0 | ||||||
Ascent | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Intangible assets | 9,904,000 | 12,360,000 | |||||
Impairment charges | 0 | 4,402,000 | 42,361,000 | ||||
Goodwill | $ 171,900,000 | 171,900,000 | $ 219,145,000 | ||||
Goodwill, Impairment Loss | $ 0 | $ 42,400,000 | 4,402,000 | ||||
Goodwill reallocated | $ 0 | ||||||
Warehousing & Consolidation | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 112.20% | ||||||
Domestic and International Logistics | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 12.80% | ||||||
TES | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 5.10% |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Sensitivity Analysis) (Details) | Dec. 31, 2018 |
Discount Rate | TES | |
Goodwill [Line Items] | |
Fair value sensitivity analysis of 50 bps favorable change (percent) | 5.40% |
Fair value sensitivity analysis of 50 bps adverse change (percent | (5.00%) |
Discount Rate | Domestic and International Logistics | |
Goodwill [Line Items] | |
Fair value sensitivity analysis of 50 bps favorable change (percent) | 5.60% |
Fair value sensitivity analysis of 50 bps adverse change (percent | (4.90%) |
Discount Rate | Warehousing & Consolidation | |
Goodwill [Line Items] | |
Fair value sensitivity analysis of 50 bps favorable change (percent) | 4.30% |
Fair value sensitivity analysis of 50 bps adverse change (percent | (4.30%) |
Growth Rate | TES | |
Goodwill [Line Items] | |
Fair value sensitivity analysis of 50 bps favorable change (percent) | 3.60% |
Fair value sensitivity analysis of 50 bps adverse change (percent | (3.20%) |
Growth Rate | Domestic and International Logistics | |
Goodwill [Line Items] | |
Fair value sensitivity analysis of 50 bps favorable change (percent) | 3.50% |
Fair value sensitivity analysis of 50 bps adverse change (percent | (2.80%) |
Growth Rate | Warehousing & Consolidation | |
Goodwill [Line Items] | |
Fair value sensitivity analysis of 50 bps favorable change (percent) | 3.10% |
Fair value sensitivity analysis of 50 bps adverse change (percent | (3.10%) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Goodwill acquired in business combination by reportable segment) (Details) - USD ($) | Jul. 01, 2017 | Jul. 01, 2016 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2015 |
Goodwill [Roll Forward] | |||||||
Goodwill impairment loss, beginning balance | $ 376,483,000 | $ 0 | |||||
Adjustments to goodwill for purchase accounting | $ (470,000) | ||||||
Goodwill, Impairment Loss | $ 0 | 4,402,000 | |||||
Goodwill, Disposed of During Period | 42,843,000 | ||||||
Goodwill impairment loss, ending balance | 376,483,000 | 0 | |||||
Goodwill, Impairment Loss, Net of Tax | 4,402,000 | $ 372,081,000 | |||||
Goodwill, Ending Balance | $ 42,800,000 | 264,826,000 | 312,541,000 | ||||
TL | |||||||
Goodwill [Roll Forward] | |||||||
Goodwill impairment loss, beginning balance | 132,408,000 | 0 | |||||
Adjustments to goodwill for purchase accounting | $ (5,800,000) | (470,000) | |||||
Goodwill, Impairment Loss | 132,400,000 | 0 | |||||
Goodwill, Disposed of During Period | 0 | ||||||
Goodwill impairment loss, ending balance | 132,408,000 | 0 | |||||
Goodwill, Impairment Loss, Net of Tax | 0 | 132,408,000 | |||||
Goodwill, Ending Balance | 92,926,000 | 93,396,000 | |||||
LTL | |||||||
Goodwill [Roll Forward] | |||||||
Goodwill impairment loss, beginning balance | 197,312,000 | 0 | |||||
Adjustments to goodwill for purchase accounting | 0 | ||||||
Goodwill, Impairment Loss | 197,300,000 | 0 | |||||
Goodwill, Disposed of During Period | 0 | ||||||
Goodwill impairment loss, ending balance | 197,312,000 | 0 | |||||
Goodwill, Impairment Loss, Net of Tax | 0 | 197,312,000 | |||||
Goodwill, Ending Balance | 0 | 0 | |||||
Ascent | |||||||
Goodwill [Roll Forward] | |||||||
Goodwill impairment loss, beginning balance | 46,763,000 | 0 | |||||
Adjustments to goodwill for purchase accounting | 0 | ||||||
Goodwill, Impairment Loss | $ 0 | $ 42,400,000 | 4,402,000 | ||||
Goodwill, Disposed of During Period | 42,843,000 | ||||||
Goodwill impairment loss, ending balance | $ 46,763,000 | $ 0 | |||||
Goodwill, Impairment Loss, Net of Tax | 4,402,000 | 42,361,000 | |||||
Goodwill, Ending Balance | $ 171,900,000 | $ 219,145,000 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Intangible Assets Acquired from Business Acquisitions) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 84,658 | $ 84,658 |
Accumulated Amortization | (42,132) | (35,010) |
Net Carrying Value | 42,526 | 49,648 |
TL | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 55,008 | 55,008 |
Accumulated Amortization | (22,959) | (18,470) |
Net Carrying Value | 32,049 | 36,538 |
LTL | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,498 | 2,498 |
Accumulated Amortization | (1,925) | (1,748) |
Net Carrying Value | 573 | 750 |
Ascent | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 27,152 | 27,152 |
Accumulated Amortization | (17,248) | (14,792) |
Net Carrying Value | $ 9,904 | $ 12,360 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets (Amortization of Intangibles) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Amortization of Intangible Assets | $ 7,100 | $ 9,200 | $ 8,600 |
2019 | 6,819 | ||
2020 | 6,447 | ||
2021 | 6,265 | ||
2022 | 5,826 | ||
2023 | 5,462 | ||
Thereafter | 11,707 | ||
Net Carrying Value | $ 42,526 | $ 49,648 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Senior debt: | ||
Total senior debt | $ 171,865 | $ 202,895 |
Less: Debt issuance costs and discount | (3,098) | (3,485) |
Total debt, net of debt issuance costs and discount | 168,767 | 199,410 |
Less: Current maturities | (13,171) | (9,950) |
Total debt, net of current maturities | 155,596 | 189,460 |
ABL Facility | Revolving credit facility | ||
Senior debt: | ||
Total senior debt | 134,532 | 147,037 |
Term Loan Facility | ||
Senior debt: | ||
Total senior debt | $ 37,333 | $ 55,858 |
Debt (Repayment Schedule) (Deta
Debt (Repayment Schedule) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
2018 | $ 13,171 | |
2019 | 14,180 | |
2020 | 14,189 | |
2021 | 130,325 | |
Total debt | $ 171,865 | $ 202,895 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 | Feb. 28, 2019 | Jun. 20, 2018 | Jan. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 08, 2018 | Sep. 19, 2018 | Aug. 03, 2018 | Mar. 14, 2018 | Dec. 15, 2017 | Jul. 21, 2017 |
Line of Credit Facility [Line Items] | |||||||||||||||
Insurance Premium Financing Agreement | $ 17,800,000 | ||||||||||||||
Loss from debt extinguishment | $ 0 | $ 15,876,000 | $ 0 | ||||||||||||
Insurance Premium Financing Agreement, Periodic Payment | $ 2,000,000 | ||||||||||||||
Insurance Premium Financing Agreement, Interest Rate | 4.75% | ||||||||||||||
Insurance Premium Financing Agreement, Insurance Premium Payable | 10,000,000 | ||||||||||||||
Subsequent Event | Minimum | Base Rate | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Debt instrument variable rate margin (percent) | 0.50% | ||||||||||||||
Subsequent Event | Maximum | Base Rate | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Debt instrument variable rate margin (percent) | 1.00% | ||||||||||||||
ABL Facility | Revolving credit facility | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Revolving credit facility | 141,700,000 | $ 20,000,000 | $ 15,000,000 | $ 200,000,000 | |||||||||||
ABL Facility | Bridge Loan | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Revolving credit facility | 20,000,000 | ||||||||||||||
ABL Facility | Letter of Credit | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Revolving credit facility | 30,000,000 | ||||||||||||||
ABL Facility | Term Loan Facility | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Revolving credit facility | 56,800,000 | 56,800,000 | |||||||||||||
Line of Credit Facility, Covenant, Proceeds from Investment Agreement to Be Applied to Term Loan, Percent | 10.00% | 30.00% | |||||||||||||
Line of Credit Facility, Covenant, Maximum Borrowing Capacity, Decrease Upon Payment in Full | 5,000,000 | ||||||||||||||
Line of Credit Facility, Covenant, Maximum Borrowing Capacity, Decrease Upon 1.25 Consolidated Fixed Charge Coverage Ratio | 5,000,000 | ||||||||||||||
Line of Credit Facility, Covenant, Maximum Borrowing Capacity, Decrease Upon 1.00 Consolidated Fixed Charge Coverage Ratio | $ 5,000,000 | ||||||||||||||
Line of Credit Facility, Covenant, Percentage of Maximum Borrowing Amount, Percent | 17.50% | ||||||||||||||
Debt Instrument, Covenant, Fixed Charge Coverage Ratio Required, Maximum | 1 | ||||||||||||||
Debt Instrument, Covenant, Adjusted Excess Availability, Percentage, Minimum | 10.00% | ||||||||||||||
Debt Instrument, Covenant, Adjusted Excess Availability, Amount, Minimum | $ 17,500,000 | ||||||||||||||
Debt Instrument, Covenant, Proceeds From Issuance Or Sale Of Equity, Minimum | $ 30,000,000 | ||||||||||||||
Line of Credit Facility, Covenant, Change of Control Reference Threshold, Percent | 35.00% | ||||||||||||||
Issuance in letters of credit | 30,000,000 | ||||||||||||||
Outstanding letters of credit | 12,900,000 | ||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 52,500,000 | ||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | 31,200,000 | ||||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 11,800,000 | ||||||||||||||
Line of Credit Facility, Adjusted Excess Availability | 19,400,000 | $ 28,000,000 | |||||||||||||
ABL Facility | Asset-Based Facility | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Revolving credit facility | $ 100,000,000 | $ 75,000,000 | $ 60,000,000 | $ 35,000,000 | |||||||||||
ABL Facility | London Interbank Offered Rate (LIBOR) | Term Loan Facility | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Debt instrument variable rate margin (percent) | 2.25% | ||||||||||||||
ABL Facility | Base Rate | Term Loan Facility | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Debt instrument variable rate margin (percent) | 1.25% | ||||||||||||||
ABL Facility | Minimum | London Interbank Offered Rate (LIBOR) | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Debt instrument variable rate margin (percent) | 1.50% | ||||||||||||||
ABL Facility | Minimum | Base Rate | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Debt instrument variable rate margin (percent) | 0.50% | ||||||||||||||
ABL Facility | Maximum | London Interbank Offered Rate (LIBOR) | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Debt instrument variable rate margin (percent) | 2.25% | ||||||||||||||
ABL Facility | Maximum | Base Rate | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Debt instrument variable rate margin (percent) | 1.25% | ||||||||||||||
Senior Notes | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Loss from debt extinguishment | $ 9,800,000 | ||||||||||||||
Asset-based Revolving Line of Credit | Subsequent Event | Revolving credit facility | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Revolving credit facility | $ 200,000,000 | ||||||||||||||
Asset-based Revolving Line of Credit | Subsequent Event | Minimum | London Interbank Offered Rate (LIBOR) | Revolving credit facility | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Debt instrument variable rate margin (percent) | 1.50% | ||||||||||||||
Asset-based Revolving Line of Credit | Subsequent Event | Maximum | London Interbank Offered Rate (LIBOR) | Revolving credit facility | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Debt instrument variable rate margin (percent) | 2.00% | ||||||||||||||
Term Loan Credit Facility | Subsequent Event | Credit agreement | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Revolving credit facility | $ 61,100,000 | ||||||||||||||
Term Loan Credit Facility | Subsequent Event | London Interbank Offered Rate (LIBOR) | Credit agreement | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Debt instrument variable rate margin (percent) | 7.50% | ||||||||||||||
Term Loan Credit Facility | Subsequent Event | Base Rate | Credit agreement | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Debt instrument variable rate margin (percent) | 6.50% | ||||||||||||||
Scenario, Forecast [Member] | ABL Facility | Term Loan Facility | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Debt Instrument, Periodic Payment | $ 3,500,000 | $ 3,000,000 |
Debt Capital leases (Details)
Debt Capital leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Capital Leased Assets [Line Items] | |
Capital leased assets | $ 58,400 |
2019 | 16,100 |
2020 | 14,524 |
2021 | 17,885 |
2022 | 4,005 |
2023 | 4,267 |
Thereafter | 2,067 |
Total minimum lease payments | 58,848 |
Less: amount representing interest | (7,882) |
Present value of net minimum lease payments | 50,966 |
Accrued Liabilities | |
Capital Leased Assets [Line Items] | |
Present value of net minimum lease payments | 13,200 |
Other Noncurrent Liabilities | |
Capital Leased Assets [Line Items] | |
Present value of net minimum lease payments | $ 37,700 |
Preferred Stock (Schedule of Pr
Preferred Stock (Schedule of Preferred Stock ) (Details) - USD ($) $ / shares in Units, $ in Thousands | May 01, 2017 | Dec. 31, 2018 | Mar. 01, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||||
Preferred stock | $ 402,884 | $ 263,317 | ||
Series B Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred stock | $ 205,972 | 146,649 | ||
Preferred shares issued at $0.01 par value (in shares) | 155,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||
Preferred Stock, Shares Outstanding | 155,000 | |||
Share issued, price per share (in dollars per share) | $ 1,000 | |||
Preferred Stock, Dividend Rate, Percentage | 17.78% | |||
Preferred stock redemption term | 8 years | |||
Series B Preferred Stock | 12 - 24 months from closing date | ||||
Class of Stock [Line Items] | ||||
Preferred stock redemption rights | 105.00% | |||
Series B Preferred Stock | 24 - 36 months from closing date | ||||
Class of Stock [Line Items] | ||||
Preferred stock redemption rights | 103.00% | |||
Series B Preferred Stock | Minimum | ||||
Class of Stock [Line Items] | ||||
Dividend rate, component two | 4.75% | |||
Series B Preferred Stock | Maximum | ||||
Class of Stock [Line Items] | ||||
Dividend rate, component two | 12.50% | |||
Series B Preferred Stock | London Interbank Offered Rate (LIBOR) | ||||
Class of Stock [Line Items] | ||||
Dividend rate, component one, basis spread on variable rate | 3.00% | |||
Series C Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred stock | $ 102,098 | 76,096 | ||
Preferred shares issued at $0.01 par value (in shares) | 55,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||
Preferred Stock, Shares Outstanding | 55,000 | |||
Share issued, price per share (in dollars per share) | $ 1,000 | |||
Preferred Stock, Dividend Rate, Percentage | 17.78% | |||
Preferred stock redemption term | 8 years | |||
Series C Preferred Stock | 0 - 12 months from closing date | ||||
Class of Stock [Line Items] | ||||
Preferred stock redemption rights | 65.00% | |||
Series C Preferred Stock | Minimum | ||||
Class of Stock [Line Items] | ||||
Dividend rate, component two | 4.75% | |||
Series C Preferred Stock | Maximum | ||||
Class of Stock [Line Items] | ||||
Dividend rate, component two | 12.50% | |||
Series C Preferred Stock | London Interbank Offered Rate (LIBOR) | ||||
Class of Stock [Line Items] | ||||
Dividend rate, component one, basis spread on variable rate | 3.00% | |||
Series D Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred stock | $ 900 | 6,672 | ||
Preferred shares issued at $0.01 par value (in shares) | 100 | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||
Preferred Stock, Shares Outstanding | 100 | |||
Share issued, price per share (in dollars per share) | $ 1 | |||
Preferred stock redemption term | 8 years | |||
Series E Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred stock | $ 47,367 | 33,900 | ||
Preferred shares issued at $0.01 par value (in shares) | 90,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||
Preferred Stock, Shares Outstanding | 37,500 | |||
Share issued, price per share (in dollars per share) | $ 1,000 | |||
Dividend rate, component two | 8.50% | |||
Preferred Stock, Dividend Rate, Percentage | 16.03% | |||
Preferred stock redemption term | 6 years | |||
Series E Preferred Stock | 0 - 12 months from closing date | ||||
Class of Stock [Line Items] | ||||
Preferred stock redemption rights | 106.50% | |||
Series E Preferred Stock | 12 - 24 months from closing date | ||||
Class of Stock [Line Items] | ||||
Preferred stock redemption rights | 103.50% | |||
Series E Preferred Stock | Minimum | ||||
Class of Stock [Line Items] | ||||
Share issued, price per share (in dollars per share) | $ 960 | |||
Series E Preferred Stock | Maximum | ||||
Class of Stock [Line Items] | ||||
Share issued, price per share (in dollars per share) | $ 1,000 | |||
Series E Preferred Stock | London Interbank Offered Rate (LIBOR) | ||||
Class of Stock [Line Items] | ||||
Dividend rate, component one, basis spread on variable rate | 5.25% | |||
Series F Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred shares issued at $0.01 par value (in shares) | 35,728 | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||
Preferred Stock, Shares Outstanding | 35,728 | |||
Dividend rate, component two | 8.50% | |||
Preferred stock redemption term | 6 years | |||
Series F Preferred Stock | Refinancing date | ||||
Class of Stock [Line Items] | ||||
Preferred stock redemption rights | 101.00% | |||
Series F Preferred Stock | 0 - 12 months from closing date | ||||
Class of Stock [Line Items] | ||||
Preferred stock redemption rights | 106.50% | |||
Series F Preferred Stock | 12 - 24 months from closing date | ||||
Class of Stock [Line Items] | ||||
Preferred stock redemption rights | 103.50% | |||
Series F Preferred Stock | London Interbank Offered Rate (LIBOR) | ||||
Class of Stock [Line Items] | ||||
Dividend rate, component one, basis spread on variable rate | 5.25% | |||
Series E-1 Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred stock | $ 46,547 | $ 0 | ||
Preferred shares issued at $0.01 par value (in shares) | 54,750 | |||
Preferred stock, par value (in dollars per share) | $ 0.01 |
Preferred Stock (Narrative) (De
Preferred Stock (Narrative) (Details) | Feb. 26, 2019$ / sharesshares | Nov. 14, 2018shares | Nov. 08, 2018USD ($) | Apr. 24, 2018USD ($)shares | Mar. 01, 2018USD ($)$ / sharesshares | May 01, 2017vacancydirectorindividual$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 19, 2018 |
Class of Stock [Line Items] | ||||||||||
Certificate of Incorporation, Prohibited Transactions, Individual Voting Power, Percentage | 15.00% | |||||||||
Proceeds from issuance of preferred stocks and warrants | $ | $ 34,999,000 | $ 540,500,000 | $ 0 | |||||||
Sale of Equity, Refinancing Date | 90 days | |||||||||
Daily payment under Investment Agreement | $ | 33,333.33 | |||||||||
Payments of Stock Issuance Costs | $ | 1,120,000 | $ 16,112,000 | $ 0 | |||||||
Gain Loss On Repurchase Of Preferred Stock | $ | $ 6,100,000 | |||||||||
Number of Individuals Than Holders of Preferred Stock Have Right to Nominate | individual | 2 | |||||||||
Number of Vacancies in the Board of Directors With Individuals Selected by Holders of Preferred Stock | vacancy | 2 | |||||||||
Percentage of Equity Value of the Company That Holders of Preferred Stock Should Have For Preferred Requisite Vote, Minimum | 5.00% | |||||||||
Number of Directors That Holders of Preferred Stock Can Nominate and Elect | director | 1 | |||||||||
Number of Individuals To Act As Observers to Board of Directors | individual | 1 | |||||||||
Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Terms of warrant | 8 years | |||||||||
Warrant outstanding | 379,572 | |||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.01 | |||||||||
Subsequent Event | ||||||||||
Class of Stock [Line Items] | ||||||||||
Share issued, price per share (in dollars per share) | $ / shares | $ 0.50 | |||||||||
Stock issued in connection with exercise of warrants (shares) | 843,632,693 | |||||||||
Series E-1 Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock shares issued (shares) | 54,750 | |||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||||||||
Series E-1 Preferred Stock | E-1 First Tranche | ||||||||||
Class of Stock [Line Items] | ||||||||||
Proceeds from Issuance or Sale of Equity | $ | $ 17,500,000 | $ 17,500,000 | ||||||||
Preferred stock shares issued (shares) | 18,228 | 17,500 | ||||||||
Share issued, price per share (in dollars per share) | $ / shares | $ 1,000 | |||||||||
Series E-1 Preferred Stock | E-1 Second Trance | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock shares issued (shares) | 18,228 | |||||||||
Share issued, price per share (in dollars per share) | $ / shares | $ 960 | |||||||||
Series E-1 Preferred Stock | E-1 Third Tranche | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock shares issued (shares) | 19,022 | |||||||||
Share issued, price per share (in dollars per share) | $ / shares | $ 920 | |||||||||
Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrant outstanding | 379,572 | |||||||||
Stock issued in connection with exercise of warrants (shares) | 379,572 | |||||||||
Rights Offering | ||||||||||
Class of Stock [Line Items] | ||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.50 | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 900,000,000 | |||||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | $ | $ 450,000,000 | $ 450,000,000 | ||||||||
Rights Offering | Elliott | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | $ | $ 450,000,000 |
Fair Value Measurement (Narrati
Fair Value Measurement (Narrative) (Details) | Dec. 31, 2017USD ($) |
Fair Value Disclosures [Abstract] | |
Contingent purchase obligation related to acquisitions | $ 0 |
Fair Value Measurement (Reconci
Fair Value Measurement (Reconciliation of Level 3 Liabilities) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of beginning and ending Level 3 financial liability balance | |||
Redemption of preferred stock | $ 0 | $ (293,000) | $ 0 |
Level 3 | |||
Reconciliation of beginning and ending Level 3 financial liability balance | |||
Balance, beginning of period | 263,317 | 0 | |
Issuance of preferred stock at fair value | 34,999 | 537,930 | |
Redemption of preferred stock | 0 | (293,000) | |
Change in fair value of preferred stock | 104,568 | 18,387 | |
Balance, end of period | $ 402,884 | $ 263,317 | $ 0 |
Stockholders' Investment (Detai
Stockholders' Investment (Details) $ / shares in Units, $ in Thousands | Nov. 14, 2018shares | May 01, 2017$ / sharesshares | Dec. 31, 2018USD ($)registrationshares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($) | Dec. 19, 2018shares | Sep. 30, 2018shares |
Stockholders' investment: | |||||||
Common stock, voting rights | one | ||||||
Common Stock, Number of Registrations | registration | 2 | ||||||
Payments of Stock Issuance Costs | $ | $ 1,120 | $ 16,112 | $ 0 | ||||
Exercise of warrants | $ | $ 4 | ||||||
Common Stock, Shares Authorized | 105,000,000 | 105,000,000 | 1,100,000,000 | 105,000,000 | |||
Capital Stock, Shares Authorized | 1,115,005,000 | 120,005,000 | |||||
Certificate of Incorporation, Amendment or Repeal, Common Stock Holders Voting Threshold, Percent | 80.00% | ||||||
Certificate of Incorporation, Amendment or Repeal, Board of Directors' Voting Threshold, Percent | 75.00% | ||||||
Common Stock | |||||||
Stockholders' investment: | |||||||
Terms of warrant | 8 years | ||||||
Warrant outstanding | 379,572 | ||||||
Exercise price of warrants | $ / shares | $ 0.01 | ||||||
Common Stock | |||||||
Stockholders' investment: | |||||||
Warrant outstanding | 379,572 | ||||||
Stock issued in connection with exercise of warrants (shares) | 379,572 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 19, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 08, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Share-based compensation expense | $ 1.8 | $ 2.2 | $ 2.2 | ||
Income tax benefit recognized | $ 0.4 | $ 0.9 | $ 0.9 | ||
Options exercisable | 503,199 | 198,867 | 95,259 | ||
Exercisable options, weighted average exercise price | $ 9.44 | ||||
Total unrecognized compensation cost | $ 1.3 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 2 years 3 months | 2 years 8 months 12 days | 1 year 9 months 18 days | ||
Exercisable options, intrinsic value | $ 0 | ||||
Weighted average remaining contractual terms options exercisable | 3 years | ||||
Granted | 0 | 564,000 | |||
Unvested (in shares) | 614,250 | ||||
Accounting Standards Update 2016-09 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Recorded tax deficiencies on vested shares in benefit from income taxes | $ (0.3) | $ 0.4 | |||
Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Expiration period | 4 years | ||||
Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 5 years | ||||
Expiration period | 7 years | ||||
2018 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Authorized shares under the plan | 70,500,000 | 3,000,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized, Percent | 7.50% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 67,500,000 | ||||
2010 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Authorized shares under the plan | 2,500,000 | ||||
2010 Plan | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
2010 Plan | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Equity Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 10 years | ||||
Equity Plan | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 2 years | ||||
Equity Plan | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
GTS Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 10 years | ||||
GTS Plan | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 2 years | ||||
GTS Plan | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock units outstanding | 713,370 | 358,087 | 274,764 | ||
Total unrecognized compensation cost | $ 2.6 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years | ||||
Granted | 558,000 | 271,279 |
Share-Based Compensation (RSU A
Share-Based Compensation (RSU Activity) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Income tax benefit recognized | $ 0.4 | $ 0.9 | $ 0.9 |
Number of Restricted Stock Units | |||
Granted | 0 | 564,000 | |
Additional Disclosure | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 2 years 3 months | 2 years 8 months 12 days | 1 year 9 months 18 days |
Restricted stock units | |||
Number of Restricted Stock Units | |||
Beginning balance | 358,087 | 274,764 | |
Granted | 558,000 | 271,279 | |
Vested | (116,360) | (113,956) | |
Forfeitures | (86,357) | (74,000) | |
Ending balance | 713,370 | 358,087 | 274,764 |
Weighted Average Grant Date Fair Value | |||
Beginning balance | $ 9.96 | $ 15.67 | |
Granted | 2.67 | 7.59 | |
Vested | 12.38 | 16.73 | |
Forfeitures | 4.35 | 10.35 | |
Ending balance | $ 4.53 | $ 9.96 | $ 15.67 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Minimum | 2010 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Minimum | Key Employee Equity Plan (Equity Plan) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 2 years | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 5 years | ||
Maximum | 2010 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Maximum | Key Employee Equity Plan (Equity Plan) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years |
Share-Based Compensation (Optio
Share-Based Compensation (Option Activity) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shares | |||
Beginning Balance | 1,249,533 | 745,259 | |
Granted | 0 | 564,000 | |
Forfeited | (142,084) | (59,726) | |
Ending Balance | 1,107,449 | 1,249,533 | 745,259 |
Weighted Average Exercise Price | |||
Beginning Balance | $ 10.34 | $ 12.34 | |
Granted | 0 | 7.18 | |
Forfeited | 9.59 | 13.39 | |
Ending Balance | $ 8.75 | $ 10.34 | $ 12.34 |
Remaining Average Contractual Term (Year) and Aggregate Intrinsic Value | |||
Weighted Average Remaining Contractual Term (Years) | 4 years 25 days | 4 years 10 months 25 days | 4 years 4 months 24 days |
Share-Based Compensation (Opt_2
Share-Based Compensation (Option Pricing Model) (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (years) | 5 years |
Weighted average fair value of stock options granted | $ 3,140 |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option life (years) | 7 years |
Risk free interest rate | 1.80% |
Expected volatility | 47.80% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk free interest rate | 2.20% |
Expected volatility | 48.00% |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | |||
Basic weighted average stock outstanding | 38,552,000 | 38,405,000 | 38,318,000 |
Dilutive weighted average stock outstanding | 38,552,000 | 38,405,000 | 38,318,000 |
Additional stock options and warrants outstanding | 1,107,449 | 1,629,105 | 3,037,447 |
Income Taxes (Components of Inc
Income Taxes (Components of Income Tax) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||
Federal | $ 0 | $ 0 | $ (23,500) |
State, local, and foreign | 810 | 1,875 | 660 |
Deferred: | |||
Federal | (9,664) | (27,118) | (39,695) |
State, local, and foreign | (960) | 52 | (3,746) |
Total | $ (9,814) | $ (25,191) | $ (66,281) |
Income Taxes (Reconciliation) (
Income Taxes (Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Reconciliation | |||
Statutory federal rate | $ (36,836) | $ (40,732) | $ (149,310) |
Interest expense - preferred stock | 22,195 | 20,459 | 0 |
State income taxes — net of federal benefit | (2,358) | (1,465) | (5,368) |
Gain on sale of Unitrans | 0 | (1,161) | 0 |
Goodwill impairment | 0 | 1,020 | 86,776 |
Effect of change in U.S. statutory income tax rate | 0 | (7,413) | 0 |
Change in valuation allowance | 7,204 | 1,989 | 1,624 |
Other | (19) | 2,112 | (3) |
Total | $ (9,814) | $ (25,191) | $ (66,281) |
Income Taxes (Deferred Taxes) (
Income Taxes (Deferred Taxes) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred income tax assets: | ||
Accounts receivable | $ 2,442 | $ 2,694 |
Accrued expenses and other current liabilities | 13,695 | 13,103 |
Net operating loss carryforwards | 28,153 | 18,715 |
Interest expense carryforwards | 2,334 | 0 |
Other, net | 890 | 51 |
Total | 47,514 | 34,563 |
Valuation allowance | (11,145) | (3,942) |
Total, net of valuation allowance | 36,369 | 30,621 |
Deferred income tax liabilities: | ||
Prepaid expenses and other current assets | (4,324) | (2,906) |
Goodwill and intangible assets | (12,699) | (11,685) |
Property and equipment | (23,299) | (30,312) |
Total | (40,322) | (44,903) |
Deferred Tax Liabilities, Net | $ (3,953) | $ (14,282) |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Contingency [Line Items] | ||||
Income taxes receivable | $ 14,700 | $ 4,600 | $ 14,700 | |
Deferred tax liabilities net | 14,282 | 3,953 | 14,282 | |
Valuation allowance | 3,942 | 11,145 | 3,942 | |
Interest and penalties related to uncertain tax benefits | 100 | $ 300 | $ 100 | |
Accrued interest and penalties | 400 | |||
Corporate tax reduction | 7,400 | |||
Reduction in net operating loss deferred tax asset | $ 400 | |||
Interest Expense Carryforward | 10,000 | |||
Income Tax Receivable | ||||
Income Tax Contingency [Line Items] | ||||
Income taxes receivable | 3,900 | |||
Other Noncurrent Assets | ||||
Income Tax Contingency [Line Items] | ||||
Income taxes receivable | 700 | |||
Internal Revenue Service (IRS) | Domestic Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforward | 100,200 | |||
Tax-effected operating loss carryforward | 21,000 | |||
Prior to 2018 tax year | Internal Revenue Service (IRS) | Domestic Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforward | 58,500 | |||
2018 tax year | Internal Revenue Service (IRS) | Domestic Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforward | $ 41,700 |
Income Taxes (Gross Unrecognize
Income Taxes (Gross Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance as of January 1 | $ 1,311 | $ 737 | $ 0 |
Additions based on current year tax positions | 0 | 0 | 0 |
Additions for prior years' tax positions | 142 | 574 | 737 |
Reductions for prior years' tax positions | (21) | 0 | 0 |
Settlements with taxing authorities | 0 | 0 | 0 |
Lapse of statute of limitations | (149) | 0 | 0 |
Balance as of December 31 | $ 1,283 | $ 1,311 | $ 737 |
Guarantees (Details)
Guarantees (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Guarantor Obligations [Line Items] | |||
Guarantees Expiration Year | 2022 | ||
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 7.2 | ||
Loss Contingency Accrual | 22 | ||
Loss Contingencies [Line Items] | |||
Loss Contingency Accrual, Payments | 2.1 | $ 9 | |
Guarantee for portion of value of leased tractors | |||
Guarantor Obligations [Line Items] | |||
Guarantor Obligations, Current Carrying Value | 1 | $ 1.4 | |
Loss Contingency Accrual | $ 0.4 | $ 8.9 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Nov. 19, 2018USD ($) | Mar. 28, 2018USD ($) | Oct. 27, 2017class_action | Jan. 30, 2017class_action | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Loss Contingencies [Line Items] | |||||||
Expense under contribution profit sharing plans | $ 2,400,000 | $ 2,500,000 | $ 2,400,000 | ||||
Rent expense | 83,700,000 | 83,400,000 | $ 72,800,000 | ||||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||||||
2019 | 45,713,000 | ||||||
2020 | 34,920,000 | ||||||
2021 | 25,536,000 | ||||||
2022 | 21,413,000 | ||||||
2023 | 17,920,000 | ||||||
Thereafter | 17,556,000 | ||||||
Total | 163,058,000 | ||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||
Self insurance reserve | 1,000,000 | ||||||
Reserves for estimated uninsured losses | 22,000,000 | ||||||
Number of class-action lawsuit filed | class_action | 1 | 3 | |||||
Insurance reimbursement receivable | 20,000,000 | ||||||
Auto And General Liability Insurance | |||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||
Liability and cargo insurance coverage for claims | 100,000,000 | ||||||
Insurance Claims | |||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||
Liability and cargo insurance coverage for claims | 1,000,000 | ||||||
Cargo Claims | |||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||
Liability and cargo insurance coverage for claims | 100,000 | ||||||
Uninsured Risk | |||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||
Reserves for estimated uninsured losses | 26,800,000 | $ 28,400,000 | |||||
Central Cal Matter | |||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||
Liability and cargo insurance coverage for claims | 2,100,000 | ||||||
Reserves for estimated uninsured losses | 1,800,000 | ||||||
Labor Related Lawsuits And Administrative Actions | |||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||
Reserves for estimated uninsured losses | 10,800,000 | ||||||
Other Litigation | |||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||
Reserves for estimated uninsured losses | 13,200,000 | ||||||
In re Roadrunner Transportation Systems, Inc. Securities Litigation | |||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||
Settlement to be paid | $ 20,000,000 | ||||||
Federal Derivative Action [Member] | |||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||
Settlement to be paid | $ 6,900,000 | ||||||
Settlement to be received | 4,800,000 | ||||||
Directors and Officers Liability Insurance | In re Roadrunner Transportation Systems, Inc. Securities Litigation | |||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||
Settlement to be paid | $ 17,900,000 | ||||||
Directors and Officers Liability Insurance | Federal Derivative Action [Member] | |||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||
Settlement to be received | $ 2,100,000 | ||||||
Minimum | Central Cal Matter | |||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||
Indemnification claims owed to the Company | 300,000 | ||||||
Maximum | Central Cal Matter | |||||||
Commitments and Contingencies (Textual) [Abstract] | |||||||
Indemnification claims owed to the Company | $ 1,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Feb. 26, 2019 | Dec. 27, 2018 | Dec. 13, 2018 | Nov. 14, 2018 | Nov. 08, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 28, 2019 | May 01, 2017 | Sep. 12, 2011 |
Related Party Transaction [Line Items] | |||||||||||
Annual advisory fee | $ 100,000 | ||||||||||
Due to related parties | $ 100,000 | ||||||||||
Related Party Transaction, Payment to HCI | $ 200,000 | ||||||||||
Common stock sold (shares) | 7,801,625 | ||||||||||
Daily payment under Investment Agreement | 33,333.33 | ||||||||||
Payments made under agreement | 2,700,000 | ||||||||||
Redemption of preferred stock | 0 | 293,000,000 | $ 0 | ||||||||
Early redemption premium paid | 6,000,000 | ||||||||||
Dividends paid | 15,200,000 | ||||||||||
Payments made | $ 4,600,000 | 1,500,000 | |||||||||
Total payment | $ 3,500,000 | ||||||||||
Central Minnesota Logistics, Inc. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Equity method investment ownership percentage | 37.50% | ||||||||||
Advisory Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Total payment | $ 7,100,000 | ||||||||||
Haul Freight | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Payments made | $ 29,400,000 | 13,600,000 | |||||||||
Facilities Lease | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Payments made | 1,200,000 | 3,200,000 | |||||||||
Broker Commissions | Central Minnesota Logistics, Inc. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Payments made | 3,100,000 | 2,700,000 | |||||||||
HCI | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Payments made | 2,100,000 | $ 1,800,000 | |||||||||
Series F Preferred Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Redemption of preferred stock | 240,500,000 | ||||||||||
Preferred stock shares issued (shares) | 35,728 | ||||||||||
Series E Preferred Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Redemption of preferred stock | $ 52,500,000 | ||||||||||
Preferred stock shares issued (shares) | 90,000 | ||||||||||
Common Stock [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Warrant outstanding | 379,572 | ||||||||||
Stock issued in connection with exercise of warrants (shares) | 379,572 | ||||||||||
Securities Litigation Proceedings | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due from Related Parties | $ 1,000,000 | ||||||||||
Rights Offering | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Exercise price of warrants (in dollars per share) | $ 0.50 | ||||||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | $ 450,000,000 | $ 450,000,000 | |||||||||
Subsequent Event | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued in connection with exercise of warrants (shares) | 843,632,693 | ||||||||||
Credit agreement | Term Loan Credit Facility | Subsequent Event | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revolving credit facility | $ 61,100,000 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($)Segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | Segment | 3 | ||
Schedule of financial data of reportable segments | |||
Revenues | $ 2,216,141 | $ 2,091,291 | $ 2,033,200 |
Impairment charges | (1,582) | (4,402) | (373,661) |
Operating Income | (58,499) | (36,452) | (403,774) |
Interest expense | 116,912 | 64,049 | 22,827 |
Loss from debt extinguishment | 0 | 15,876 | 0 |
Income before provision for income taxes | (175,411) | (116,377) | (426,601) |
Depreciation and amortization | 42,767 | 37,747 | 38,145 |
Capital expenditures | 73,096 | 21,710 | 17,573 |
Total assets | 853,457 | 876,043 | 933,554 |
Gain on sale of Unitrans | 0 | 35,440 | 5,416 |
TL | |||
Schedule of financial data of reportable segments | |||
Impairment charges | (1,582) | 0 | (133,988) |
LTL | |||
Schedule of financial data of reportable segments | |||
Impairment charges | 0 | 0 | (197,312) |
Ascent | |||
Schedule of financial data of reportable segments | |||
Impairment charges | $ 0 | (4,402) | (42,361) |
Revenue from customer | Customer Concentration Risk | |||
Segment Reporting Information [Line Items] | |||
Allocation percentage (percent) | 12.00% | ||
Revenue from customer | Customer Concentration Risk | TL | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 268,100 | 245,400 | 252,100 |
Rolling stock assets | TL | |||
Segment Reporting Information [Line Items] | |||
Allocation percentage (percent) | 75.00% | ||
Rolling stock assets | LTL | |||
Segment Reporting Information [Line Items] | |||
Allocation percentage (percent) | 10.00% | ||
Rolling stock assets | Ascent | |||
Segment Reporting Information [Line Items] | |||
Allocation percentage (percent) | 15.00% | ||
Operating Segments | TL | |||
Schedule of financial data of reportable segments | |||
Revenues | $ 1,207,677 | 1,067,145 | 990,665 |
Operating Income | 2,097 | 5,989 | (116,545) |
Depreciation and amortization | 28,807 | 25,535 | 25,872 |
Capital expenditures | 9,777 | 11,833 | 7,978 |
Total assets | 379,956 | 458,945 | 436,237 |
Restructuring charges | 4,700 | ||
Operating Segments | LTL | |||
Schedule of financial data of reportable segments | |||
Revenues | 452,281 | 463,519 | 461,540 |
Operating Income | (26,892) | (26,383) | (203,600) |
Depreciation and amortization | 3,854 | 4,353 | 4,052 |
Capital expenditures | 1,122 | 1,641 | 4,051 |
Total assets | 73,706 | 79,065 | 129,899 |
Operating Segments | Ascent | |||
Schedule of financial data of reportable segments | |||
Revenues | 573,072 | 570,223 | 597,159 |
Operating Income | 28,465 | 22,493 | (28,148) |
Depreciation and amortization | 5,049 | 5,965 | 6,688 |
Capital expenditures | 2,087 | 1,397 | 5,465 |
Total assets | 276,994 | 271,400 | 366,894 |
Eliminations | |||
Schedule of financial data of reportable segments | |||
Revenues | (16,889) | (9,596) | (16,164) |
Total assets | (1,120) | (1,812) | (2,964) |
Corporate | |||
Schedule of financial data of reportable segments | |||
Operating Income | (62,169) | (38,551) | (55,481) |
Depreciation and amortization | 5,057 | 1,894 | 1,533 |
Capital expenditures | 60,110 | 6,839 | 79 |
Total assets | 123,921 | 68,445 | $ 3,488 |
Gain on sale of Unitrans | $ 35,400 | ||
Rolling Stock Assets | Corporate | |||
Schedule of financial data of reportable segments | |||
Capital expenditures | $ 45,600 |
Restructuring Costs (Details)
Restructuring Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||||
Operations restructuring costs | $ 4,655 | $ 0 | $ 0 | ||
Restructuring Reserve [Roll Forward] | |||||
Corporate restructuring and restatement costs | 22,200 | $ 32,300 | |||
Restructuring Reserves | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance at June 30, 2018 | $ 3,375 | ||||
Charges/Adjustments | (597) | ||||
Payments | (2,234) | ||||
Ending balance at December 31, 2018 | $ 3,375 | 544 | 544 | ||
Fixed Asset Write-down | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance at June 30, 2018 | 1,280 | ||||
Charges/Adjustments | 597 | ||||
Payments | 0 | ||||
Ending balance at December 31, 2018 | 1,280 | $ 1,877 | $ 1,877 | ||
Property, Plant and Equipment | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Initial write-down of assets to fair value | 1,300 | ||||
Accrued Expenses and Other Liabilities | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Initial write-down of assets to fair value | $ 3,400 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 28, 2019 | Feb. 26, 2019 | Feb. 14, 2019 | Dec. 27, 2018 |
Subsequent Event [Line Items] | ||||
Common stock sold (shares) | 7,801,625 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Aggregate amount of backstopped rights offering | $ 450 | |||
Stock issued in rights offering | 900,000,000 | |||
Share issued, price per share (in dollars per share) | $ 0.50 | |||
Base Rate | Minimum | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Debt instrument variable rate margin (percent) | 0.50% | |||
Base Rate | Maximum | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Debt instrument variable rate margin (percent) | 1.00% | |||
Revolving Credit Facility [Member] | Asset-based Revolving Line of Credit | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Revolving credit facility | $ 200 | |||
Additional capacity available under certain circumstances | $ 100 | |||
Revolving Credit Facility [Member] | Asset-based Revolving Line of Credit | London Interbank Offered Rate (LIBOR) | Minimum | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Debt instrument variable rate margin (percent) | 1.50% | |||
Revolving Credit Facility [Member] | Asset-based Revolving Line of Credit | London Interbank Offered Rate (LIBOR) | Maximum | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Debt instrument variable rate margin (percent) | 2.00% | |||
Revolving Credit Facility [Member] | Asset-based Revolving Line of Credit | FILO Loans | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Credit facility capacity provided for specific use | $ 15 | |||
Revolving Credit Facility [Member] | Asset-based Revolving Line of Credit | FILO Loans | London Interbank Offered Rate (LIBOR) | Minimum | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Debt instrument variable rate margin (percent) | 2.50% | |||
Revolving Credit Facility [Member] | Asset-based Revolving Line of Credit | FILO Loans | London Interbank Offered Rate (LIBOR) | Maximum | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Debt instrument variable rate margin (percent) | 3.00% | |||
Revolving Credit Facility [Member] | Asset-based Revolving Line of Credit | FILO Loans | Base Rate | Minimum | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Debt instrument variable rate margin (percent) | 1.50% | |||
Revolving Credit Facility [Member] | Asset-based Revolving Line of Credit | FILO Loans | Base Rate | Maximum | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Debt instrument variable rate margin (percent) | 2.00% | |||
Revolving Credit Facility [Member] | Asset-based Revolving Line of Credit | Swing Line Loans | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Credit facility capacity provided for specific use | $ 20 | |||
Revolving Credit Facility [Member] | Asset-based Revolving Line of Credit | Letter of Credit | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Credit facility capacity provided for specific use | 30 | |||
Credit agreement | Term Loan Credit Facility | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Revolving credit facility | 61.1 | |||
Credit facility capacity provided for specific use | $ 10 | |||
Credit agreement | Term Loan Credit Facility | London Interbank Offered Rate (LIBOR) | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Debt instrument variable rate margin (percent) | 7.50% | |||
Credit agreement | Term Loan Credit Facility | Base Rate | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Debt instrument variable rate margin (percent) | 6.50% | |||
Credit agreement | Term Loan Credit Facility | Tranche A Term Loans | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Revolving credit facility | $ 40.3 | |||
Credit agreement | Term Loan Credit Facility | Tranche A Term Loans | London Interbank Offered Rate (LIBOR) | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Debt instrument variable rate margin (percent) | 8.50% | |||
Credit agreement | Term Loan Credit Facility | Tranche A Term Loans | Base Rate | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Debt instrument variable rate margin (percent) | 7.50% | |||
Credit agreement | Term Loan Credit Facility | Tranche A FILO Term Loans | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Revolving credit facility | $ 2.5 | |||
Credit agreement | Term Loan Credit Facility | Tranche B Term Loans | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Revolving credit facility | $ 8.3 | |||
Basic Subscription Rights and Backstop Commitment | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Net cash proceeds set aside for general corporate purposes | $ 30 | |||
Stockholders | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Stock issued in rights offering | 177,676,223 | |||
HCI | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Common stock sold (shares) | 2,000,000 | |||
Sale of stock, price per share (in usd per share) | $ 0.4797 | |||
Elliott | Stockholders | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Stock issued in rights offering | 722,323,777 | |||
Elliott | Stockholders | Basic Subscription Rights and Backstop Commitment | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Stock issued in rights offering | 843,632,693 | |||
Ownership after transaction (percent) | 90.40% |