Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 27, 2020 | Jun. 30, 2019 | |
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, 2019 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
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 | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 33.5 | ||
Entity Common Stock, Shares Outstanding | 37,892,603 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||
Cash and cash equivalents | $ 4,777,000 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 4,777,000 | $ 11,179,000 |
Accounts receivable, net of allowances of $8,279 and $9,980, respectively | 216,389,000 | 274,843,000 |
Income tax receivable | 2,861,000 | 3,910,000 |
Prepaid expenses and other current assets | 40,474,000 | 61,106,000 |
Total current assets | 264,501,000 | 351,038,000 |
Property and equipment, net of accumulated depreciation of $142,854 and $130,077, respectively | 160,634,000 | 188,706,000 |
Operating lease right-of-use asset | 116,926,000 | |
Other assets: | ||
Goodwill | 97,265,000 | 264,826,000 |
Intangible assets, net | 25,983,000 | 42,526,000 |
Other noncurrent assets | 5,088,000 | 6,361,000 |
Total other assets | 245,262,000 | 313,713,000 |
Total assets | 670,397,000 | 853,457,000 |
Current liabilities: | ||
Current maturities of debt | 2,291,000 | 13,171,000 |
Current maturities of indebtedness to related party | 9,234,000 | 0 |
Current finance lease liability | 15,600,000 | 13,229,000 |
Current finance lease liability | 38,566,000 | |
Accounts payable | 129,724,000 | 160,242,000 |
Accrued expenses and other current liabilities | 78,721,000 | 110,943,000 |
Total current liabilities | 274,136,000 | 297,585,000 |
Deferred tax liabilities | 940,000 | 3,953,000 |
Other long-term liabilities | 1,513,000 | 7,857,000 |
Total debt, net of current maturities | 131,540,000 | 155,596,000 |
Long-term indebtedness to related party | 61,695,000 | 0 |
Long-term finance lease liability | 51,338,000 | 37,737,000 |
Long-term operating lease liability | 93,403,000 | |
Preferred stock | 0 | 402,884,000 |
Total liabilities | 614,565,000 | 905,612,000 |
Commitments and contingencies (Note 14) | ||
Stockholders' investment: | ||
Common stock $.01 par value; 44,000 and 4,200 shares authorized respectively; 37,870 and 1,556 shares issued and outstanding, respectively | 379,000 | 16,000 |
Additional paid-in capital | 853,804,000 | 405,243,000 |
Retained deficit | (798,351,000) | (457,414,000) |
Total stockholders’ investment (deficit) | 55,832,000 | (52,155,000) |
Total liabilities and stockholders' investment (deficit) | $ 670,397,000 | $ 853,457,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowances | $ 8,279 | $ 9,980 |
Property and equipment, net of accumulated depreciation | $ 142,854 | $ 130,077 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 44,000,000 | 4,200,000 |
Common stock, shares issued | 37,870,000 | 1,556,000 |
Common stock, shares outstanding (in shares) | 37,870,000 | 1,556,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Revenues | $ 1,847,862 | $ 2,216,141 | $ 2,091,291 |
Operating expenses: | |||
Purchased transportation costs | 1,246,565 | 1,518,415 | 1,430,378 |
Personnel and related benefits | 313,541 | 309,753 | 296,925 |
Other operating expenses | 370,213 | 397,468 | 393,731 |
Depreciation and amortization | 59,004 | 42,767 | 37,747 |
Gain from sale of businesses | (37,221) | 0 | (35,440) |
Impairment charges | 197,096 | 1,582 | 4,402 |
Operations restructuring costs | 20,579 | 4,655 | 0 |
Total operating expenses | 2,169,777 | 2,274,640 | 2,127,743 |
Operating loss | (321,915) | (58,499) | (36,452) |
Interest expense | |||
Interest expense - preferred stock | 0 | 105,688 | 49,704 |
Interest expense - debt | 20,412 | 11,224 | 14,345 |
Total interest expense | 20,412 | 116,912 | 64,049 |
Loss from debt restructuring | 2,270 | 0 | 15,876 |
Loss before income taxes | (344,597) | (175,411) | (116,377) |
Benefit from income taxes | (3,660) | (9,814) | (25,191) |
Net loss | $ (340,937) | $ (165,597) | $ (91,186) |
Loss per share: | |||
Basic (in usd per share) | $ (10.62) | $ (107.39) | $ (59.37) |
Diluted (in usd per share) | $ (10.62) | $ (107.39) | $ (59.37) |
Weighted average common stock outstanding: | |||
Basic (shares) | 32,098 | 1,542 | 1,536 |
Diluted (shares) | 32,098 | 1,542 | 1,536 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Investment (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Deficit |
Balance, shares (in shares) at Dec. 31, 2016 | 1,533,625.28 | |||
Balance at Dec. 31, 2016 | $ 197,468 | $ 15 | $ 398,970 | $ (201,517) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of restricted stock units, net of taxes paid, shares | 3,299.96 | |||
Issuance of restricted stock units, net of taxes paid | (239) | $ 0 | (239) | |
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 | $ 15 | 403,535 | (292,703) |
Balance, shares (in shares) at Dec. 31, 2017 | 1,536,925 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of restricted stock units, net of taxes paid, shares | 3,760 | |||
Issuance of restricted stock units, net of taxes paid | (81) | $ 0 | (81) | |
Share-based compensation | 1,786 | 1,786 | ||
Exercise of warrants, shares | 15,183 | |||
Exercise of warrants | 4 | $ 1 | 3 | |
Net income (loss) | (165,597) | (165,597) | ||
Balance at Dec. 31, 2018 | $ (52,155) | $ 16 | 405,243 | (457,414) |
Balance, shares (in shares) at Dec. 31, 2018 | 1,556,000 | 1,555,868 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of restricted stock units, net of taxes paid, shares | 314,280 | |||
Issuance of restricted stock units, net of taxes paid | $ (1,767) | $ 3 | (1,770) | |
Issuance of common stock (in shares) | 36,000,000 | |||
Issuance of common stock | 450,000 | $ 360 | 449,640 | |
Common stock issuance costs | (11,985) | (11,985) | ||
Share-based compensation | 12,676 | 12,676 | ||
Net income (loss) | (340,937) | (340,937) | ||
Balance at Dec. 31, 2019 | $ 55,832 | $ 379 | $ 853,804 | $ (798,351) |
Balance, shares (in shares) at Dec. 31, 2019 | 37,870,000 | 37,870,148 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net loss | $ (340,937) | $ (165,597) | $ (91,186) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Depreciation and amortization | 59,754 | 43,547 | 38,880 |
Loss on disposal of property and equipment | 1,115 | 3,212 | 1,637 |
Gain from sale of businesses | (37,221) | 0 | (35,440) |
Share-based compensation | 12,676 | 1,786 | 2,233 |
Change in fair value of preferred stock | 0 | 104,568 | 18,387 |
Amortization of preferred stock issuance costs | 0 | 1,120 | 16,112 |
Loss from debt restructuring | 2,270 | 0 | 15,876 |
Adjustments to contingent purchase obligations | 0 | 1,840 | 0 |
Provision for bad debts | 4,093 | 3,479 | 5,964 |
Deferred tax benefit | (3,014) | (10,624) | (27,066) |
Impairment charges | 207,709 | 1,582 | 4,402 |
Changes in: | |||
Accounts receivable | 35,629 | 43,902 | (70,171) |
Income tax receivable | 1,049 | 9,935 | 26,017 |
Prepaid expenses and other assets | 56,586 | (26,052) | (753) |
Accounts payable | (28,703) | (12,291) | 28,960 |
Accrued expenses and other liabilities | (68,081) | 5,187 | 20,596 |
Net cash (used in) provided by operating activities | (97,075) | 5,594 | (45,552) |
Cash flows from investing activities: | |||
Capital expenditures | (27,745) | (25,495) | (14,517) |
Proceeds from sale of property and equipment | 3,859 | 2,780 | 3,636 |
Proceeds from sale of businesses | 84,791 | 0 | 88,512 |
Net cash provided by (used in) investing activities | 60,905 | (22,715) | 77,631 |
Cash flows from financing activities: | |||
Borrowings under revolving credit facilities | 633,441 | 695,751 | 264,405 |
Payments under revolving credit facilities | (597,660) | (708,256) | (290,068) |
Term borrowings | 52,592 | 557 | 56,927 |
Term payments | (52,395) | (19,082) | (278,819) |
Debt issuance costs | (2,250) | (373) | (4,672) |
Cash collateralization of letters of credit | 0 | 0 | (175) |
Payment of debt extinguishment costs | (693) | 0 | (10,960) |
Preferred stock issuance costs | 0 | (1,120) | (16,112) |
Proceeds from issuance of preferred stocks and warrants | 0 | 34,999 | 540,500 |
Preferred stock payments | (402,884) | 0 | (293,000) |
Proceeds from issuance of common stock | 450,000 | 0 | 0 |
Common stock issuance costs | (10,514) | 0 | 0 |
Proceeds from exercise of stock warrants | 0 | 4 | 0 |
Issuance of restricted stock units, net of taxes paid | (1,767) | (81) | (239) |
Proceeds from insurance premium financing | 20,735 | 17,782 | 0 |
Payments on insurance premium financing | (19,072) | (12,133) | 0 |
Payments of finance lease obligation | (39,765) | (5,450) | (3,677) |
Net cash provided by financing activities | 29,768 | 2,598 | (35,890) |
Net increase (decrease) in cash and cash equivalents | (6,402) | (14,523) | (3,811) |
Cash and cash equivalents: | |||
Beginning of period | 11,179 | 25,702 | 29,513 |
End of period | 4,777 | 11,179 | 25,702 |
Supplemental cash flow information: | |||
Cash paid for interest | 18,252 | 10,408 | 28,129 |
Cash refunds from income taxes, net | (1,028) | (9,597) | (25,254) |
Non-cash finance leases and other obligations to acquire assets | 55,937 | 46,973 | 7,193 |
Capital expenditures, not yet paid | $ 2,294 | $ 628 | $ 0 |
Organization, Nature of Busines
Organization, Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Nature of Business and Significant Accounting Policies | Organization, Nature of Business and Significant Accounting Policies Nature of Business Roadrunner Transportation Systems, Inc. (the “Company”) is headquartered in Downers Grove, Illinois with operations primarily in the United States and was organized into the following four segments effective April 1, 2019 : Ascent Transportation Management (“Ascent TM”), Ascent On-Demand (“Ascent OD”), Less-than-Truckload (“LTL”) and Truckload (“TL”). Within its Ascent TM segment, the Company provides third-party domestic freight management, international freight forwarding, customs brokerage and retail consolidation solutions. Within its Ascent OD segment, the Company provides premium mission critical air and ground expedite and logistics operations. Within its LTL segment, the Company's services involve the pickup, consolidation, linehaul, deconsolidation, and delivery of LTL shipments. Within its TL segment, the Company provides the following services: scheduled and expedited dry van truckload, temperature controlled truckload and other warehousing operations. 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. Reverse Stock Split On April 4, 2019, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), to effect a reverse stock split (the “Reverse Stock Split”), as described in its Definitive Information Statement on Schedule 14C filed with the SEC on March 15, 2019. As a result, the Reverse Stock Split took effect on April 4, 2019 and the Company’s common stock began trading on a split-adjusted basis when the market opened on April 5, 2019. Pursuant to the Reverse Stock Split, shares of the Company’s common stock were automatically consolidated at the rate of 1-for-25 without any further action on the part of the Company’s stockholders. All fractional shares owned by each stockholder were aggregated and to the extent after aggregating all fractional shares any stockholder was entitled to a fraction of a share, such stockholder became entitled to receive, in lieu of the issuance of such fractional share, a cash payment based on a pre-split cash rate of $0.4235 , which is the volume weighted average trading price per share on the New York Stock Exchange (“NYSE”) for the five consecutive trading days immediately preceding April 4, 2019. Following the Reverse Stock Split, the number of outstanding shares of the Company’s common stock was reduced by a factor of 25 to approximately 37,561,532 . The number of authorized shares of common stock was also reduced by a factor of 25 to 44,000,000 . All references to numbers of common shares and per common share data in these consolidated financial statements and related notes have been retroactively adjusted to account for the effect of the Reverse Stock Split for all periods presented. Change in Accounting Principle On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The Company elected to adopt Topic 842 using an optional alternative method of adoption, referred to as the “Comparatives Under ASC 840 Approach,” which allows companies to apply the new requirements to only those leases that existed as of January 1, 2019. Under the Comparatives ASC 840 Approach, the date of initial application is January 1, 2019 with no retrospective restatements. As such, there was no impact to historical comparative income statements and the balance sheet assets and liabilities have been recognized in 2019 in accordance with ASC 842. Upon adoption, the Company recognized a lease liability, initially measured at the present value of the lease payments, of $135 million with a corresponding right-of-use asset for operating leases. The Company's accounting for finance leases is essentially unchanged. As part of its adoption of Topic 842 the Company elected the “package of three” practical expedient, which, among other things, does not require the Company to reassess lease classification for expired or existing contracts upon adoption. The Company also elected to not use hindsight in assessing existing lease terms at the transition date. Lessees can also make an accounting policy election to not recognize an asset and liability for leases with a term of twelve months or less, which the Company elected. The Company also elected the practical expedient to treat lease and non-lease components as a single lease component. 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 four 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 2019 and 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 (“CODM”), to allocate resources and assess performance. Based on this information, the Company has determined that it has four segments: Ascent TM, Ascent OD, LTL and TL. The Company changed its segment reporting effective April 1, 2019 when the CODM began assessing performance of the Ascent OD air and ground expedite business, separately from its truckload business. Segment information for prior periods have 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 $8.3 million and $10.0 million as of December 31, 2019 and 2018 , 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, 2019 2018 2017 Beginning balance $ 9,980 $ 10,891 $ 18,573 Divestitures (342 ) — (91 ) Provision, charged to expense 4,093 3,479 5,964 Write-offs, less recoveries (5,452 ) (4,390 ) (13,555 ) Ending balance $ 8,279 $ 9,980 $ 10,891 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 3-10 years Office equipment, furniture, and fixtures 3-10 years Dock, warehouse, and other equipment 3-10 years Tractors and trailers 3-15 years Aircraft fleet and spare parts 2-10 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 of 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 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. 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, “Goodwill and Intangible Assets” to the consolidated financial statements for additional information. Fair Value Measurement The estimated fair value of the Company's debt approximated its carrying value as of December 31, 2019 and 2018 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 8, “Fair Value Measurement” to the consolidated financial statements. 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. 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. The Company incurred $12.0 million in common stock issuance costs in connection with the 36 million shares issued in the rights offering. 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 the performance restricted stock units is measured at fair value using the Monte Carlo method. The cost for 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 between three and four years . Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of 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 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 four segments, Ascent TM, Ascent OD, LTL and TL as presented in Note 16 “Segment Reporting” to the consolidated financial statements. Performance Obligations - A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the basis of revenue recognition, in accordance with GAAP. 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. The Company has $10.6 million and $7.8 million of unbilled amounts recorded in accounts receivable and $7.7 million and $6.1 million of accrued freight costs recorded in accounts payable as of December 31, 2019 and December 31, 2018, respectively. 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. Liquidity The Company’s primary cash needs are and have been to fund its operations, normal working capital requirements, repay its indebtedness, and finance capital expenditures. The Company has taken a number of actions to continue to support its operations and meet its obligations in light of the incurred losses and negative cash flows experienced over the past several years. The Company completed various financing transactions in 2019, including the February 2019 closing of the $200.0 million ABL Credit Facility and the completion of the $61.1 million Term Loan Credit Facility, both maturing on February 28, 2024. In August 2019, the Company entered into a Fee Letter with entities affiliated with Elliott Management Corporation (“Elliott”) to arrange for Letters of Credit in an aggregate Face Amount of $20.0 million to support the Company's obligations under the ABL Credit Facility. The Face Amount was subsequently increased to $30.0 million later in August 2019 and then to $45.0 million in October 2019. In September 2019, the Company issued Revolving Notes to entities affiliated with Elliott. Pursuant to the Revolving Notes, the Company may borrow from time to time up to $20.0 million from Elliott on a revolving basis. On November 5, 2019, the Company entered into amendments to the ABL Credit Facility and the Term Loan Credit Facility which enabled the Company to enter into the Third Lien Credit Facility with Elliott Associates, L.P. and Elliott International, L.P, as Lenders, and U.S. Bank National Association, as Administrative Agent. The Third Lien Credit Facility allows the Company to request, subject to approval by the Lenders, additional financing up to $100.0 million and matures on August 24, 2026. The Company used the initial $20.0 million Term Loan Commitment under the Third Lien Credit Facility to refinance its Revolving Notes. Additionally, on November 5, 2019, the Company completed the sale of its Roadrunner Intermodal Services business to Universal Logistics Holdings, Inc. for $51.3 million in cash, subject to customary purchase price and working capital adjustments. On December 9, 2019, the Company completed the sale of its Flatbed business unit, for $30.0 million in cash, subject to customary purchase price and working capital adjustments. See Note 6 for the definitions of the capitalized terms used in this paragraph and for further discussion of these financing transactions. The Company also completed various financing transactions subsequent to the date of the financial statements. On January 28, 2020, the Company, entered into a definitive agreement to sell its subsidiary Prime Distribution Services, Inc. to C.H. Robinson Worldwide, Inc. for $225.0 million , subject to customary purchase price and working capital adjustments. The transaction closed March 2, 2020. On March 2, 2020, the Company repaid in full and terminated the Term Loan Credit Agreement. The Company also repaid all amounts outstanding under the ABL Credit Facility. On March 2, 2020, the Company and its direct and indirect domestic subsidiaries entered into a new ABL credit agreement with BMO Harris Bank N.A., as Administrative Agent, Lender, Letter of Credit Issuer and Swing Line Lender. The new ABL Credit Facility consists of a $50.0 million asset-based revolving line of credit. See Note 16 for the definitions of the capitalized terms used in this paragraph and further discussion of these subsequent events. The Company has implemented or is in the process of implementing cost reductions and has taken other actions including; headcount reductions, voluntary delisting and deregistration with the SEC, business restructuring, and sales of operating companies and other assets, to reduce its liquidity needs. The Company expects to utilize the financing available under the Third Lien Credit Facility and the new ABL Credit Facility, subject to approval by the Lenders, avail itself of the available tax benefits of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), and take further actions such as additional headcount reductions and other cost cutting measures, to satisfy its liquidity needs. The Company believes that these actions are probable of occurring and mitigate the liquidity risk raised by its historical operating results and will satisfy its estimated liquidity needs during the next 12 months from the date of the issuance of the consolidated financial statements. If the Company continues to experience operating losses in excess of the additional liquidity generated through the actions described above or through some combination of other actions, while not expected, then its liquidity needs may exceed availability and the Company may need to secure additional sources of funds, which may or may not be available. Additionally, a failure to generate additional liquidity could negatively impact the Company’s ability to perform the services important to the operation of its business. New Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The amendments in ASU 2016-13 require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. In addition, ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The amendment is effective for public entities for annual reporting periods beginning after December 15, 2019, however early application is permitted for reporting periods beginning after December 15, 2018. The Company adopted ASU 2016-13 on January 1, 2020 and it did not have a material impact on the consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which is effective for the Company in 2020. The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by these amendments. The Company adopted ASU 2018-15 on January 1, 2020 and it did not have a material impact on the consolidated financial statements. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
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): 2019 2018 Land $ 794 $ 3,722 Buildings and leasehold improvements 21,223 21,276 Computer equipment 24,426 22,013 Internal use software 39,397 42,993 Office equipment, furniture, and fixtures 8,122 9,473 Dock, warehouse, and other equipment 16,131 10,675 Tractors and trailers 155,024 173,861 Aircraft fleet and rotable spare parts 38,371 34,770 Property and equipment, gross 303,488 318,783 Less: Accumulated depreciation (142,854 ) (130,077 ) Property and equipment, net $ 160,634 $ 188,706 As of December 31, 2019 and 2018 , $19.6 million and $27.1 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 $52.6 million , $35.6 million , and $28.5 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. The Company recorded asset impairment charges of $18.3 million for the year ended December 31, 2019, which is comprised of asset impairment charges of $14.1 million within Corporate, $3.6 million within its TL segment, and $0.6 million within its LTL segment. Asset impairment charges recorded within the TL and LTL segments are primarily related to rolling stock equipment. The impairment charges recorded within Corporate are related to software development that was abandoned, primarily in favor of alternative customized software solutions. For the year ended December 31, 2018, the Company recorded asset impairment charge of $1.6 million related to tractors that were classified as “held for sale” within its TL 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. |
Divestitures
Divestitures | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Divestitures | 3. Divestitures 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 TM 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 of income before taxes for the year ended December 31, 2017. On November 5, 2019, the Company completed the sale of its Roadrunner Intermodal Services (“Intermodal”) business to Universal Logistics Holdings, Inc., based in Warren, Michigan, for $51.3 million in cash, subject to customary purchase price and working capital adjustments and recognized a gain of $20.0 million . The business provided drayage and chassis management services to transport freight between ocean ports, rail ramps and shipping docks. The divestiture of Roadrunner Intermodal Services did not meet the criteria for being classified as a discontinued operation and, accordingly, its results are presented within continuing operations. Intermodal contributed $35.5 million , $2.6 million and $1.5 million of loss before taxes for the years ended December 31, 2019, 2018 and 2017, respectively. On December 9, 2019, the Company completed the sale of its Flatbed business unit, for $30.0 million in cash, subject to customary purchase price and working capital adjustments and recognized a gain of $17.2 million . The Flatbed business unit had operated as D&E Transport, based in Clearwater, Minnesota. The divestiture of D&E Transport did not meet the criteria for being classified as a discontinued operation and, accordingly, its results are presented within continuing operations. D&E Transport contributed $(1.9) million , $3.3 million and $2.7 million of (loss) income before taxes for the years ended December 31, 2019, 2018 and 2017, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
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. Prior to the change in segments, the Company had four reporting units for its three segments: one reporting unit for the Truckload and Express Services (“TES”) segment; one reporting unit for the LTL segment; and two reporting units for the Ascent TM segment, which were 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 April 1, 2019. Due to the inability of the TES businesses to meet its forecast, the Company determined the carrying value exceeded the fair value for the TES reporting unit. Accordingly, the Company recorded a goodwill impairment charge of $92.9 million in the second quarter, which represents a write off of all the TES goodwill. Given the fact that all of the goodwill was impaired, there was no remaining TES goodwill to allocate to the TL and Ascent OD segments. The fair value of the Warehousing & Consolidation reporting unit exceeded its carrying value, thus no impairment was indicated for this reporting unit. The Ascent OD, LTL and TL reporting segments had no remaining goodwill as of April 1, 2019. After the change in segments, the Company has five reporting units for its four segments: one reporting unit for its TL segment; one reporting unit for its LTL segment; one reporting unit for its Ascent OD segment; and two reporting units for its Ascent TM segment, which are the Domestic and International Logistics reporting unit and the Warehousing & Consolidation reporting unit. The Company conducts its goodwill impairment analysis for each of its five reporting units as of July 1 of each year. Since the carrying value of the Domestic and International Logistics reporting unit was more than fair value, the Company recorded a goodwill impairment charge of $34.5 million in the third quarter. Due to fourth quarter results, the Company identified a triggering event and conducted an interim test of impairment at December 31, 2019 for the Domestic and International Logistics reporting unit. As the carrying value of the reporting unit was more than fair value, the Company recorded an impairment charge to goodwill of $40.1 million in the fourth quarter. After these impairment charges, the Domestic and International Logistics reporting unit has remaining goodwill of $23.9 million as of December 31, 2019. The Warehousing and Consolidation reporting unit had remaining goodwill of $73.4 million at December 31, 2019. As the carrying value of the reporting unit for the Domestic and International Logistics reporting unit equaled fair value, if future results fall below projections or changes in the discount rate occur, further impairments could result. The table below 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 December 31, 2019. Approximate Percent Change in Estimated Fair Value +/- 50 bps Discount Rate +/- 50bps Growth Rate Domestic and International Logistics reporting unit (1.7%) / 3.4% 1.7% / (0.9%) 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 TM segment. The fair value as of the measurement date, net book value as of the end of the year and related impairment charge for assets measured at fair value on a nonrecurring basis subsequent to initial recognition during the years ended December 31, 2019, 2018 and 2017 were as follows: Year Ended December 31, 2019 Impairment Charge Fair Value Measurement (Level 3) Net Book Value Long-lived assets $ 30,613 $ 10,794 $ 10,794 Goodwill 167,561 97,265 97,265 Other intangible assets 9,535 — — Total $ 207,709 $ 108,059 $ 108,059 Year Ended December 31, 2018 Impairment Charge Fair Value Measurement (Level 3) Net Book Value Long-lived assets $ 1,582 $ 2,271 $ 2,271 Total $ 1,582 $ 2,271 $ 2,271 Year Ended December 31, 2017 Impairment Charge Fair Value Measurement (Level 3) Net Book Value Goodwill $ 4,402 $ 264,826 $ 264,826 Total $ 4,402 $ 264,826 $ 264,826 The following is a roll forward of the Company's goodwill, net of impairment, from December 31, 2016 to December 31, 2019 (in thousands): Ascent TM Ascent OD LTL TL Total Goodwill balance as of December 31, 2016 $ 219,145 $ — $ — $ 93,396 $ 312,541 Adjustments to goodwill for purchase accounting — — — (470 ) (470 ) Adjustment to goodwill for sale of Unitrans (42,843 ) — — — (42,843 ) Goodwill impairment charges (4,402 ) — — — (4,402 ) Goodwill balance as of December 31, 2017 $ 171,900 $ — $ — $ 92,926 $ 264,826 Goodwill balance as of December 31, 2018 $ 171,900 $ — $ — $ 92,926 $ 264,826 Goodwill impairment charges (74,635 ) — — (92,926 ) (167,561 ) Goodwill balance as of December 31, 2019 $ 97,265 $ — $ — $ — $ 97,265 The following is a roll forward of the Company's accumulated goodwill impairment charges as of December 31, 2019 by segment (in thousands): Ascent TM Ascent OD LTL TL Total Balance as of December 31, 2016 $ 42,631 $ — $ 197,312 $ 132,408 $ 372,351 Impairment charges in 2017 4,402 — — — 4,402 Impairment charges in 2018 — — — — — Impairment charges in 2019 74,635 — — 92,926 167,561 Balance as of December 31, 2019 $ 121,668 $ — $ 197,312 $ 225,334 $ 544,314 Intangible assets consist primarily of customer relationships acquired from business acquisitions. Intangibles assets were as follows as of December 31st: (in thousands): 2019 2018 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Ascent TM $ 27,152 $ (19,534 ) $ 7,618 $ 27,152 $ (17,248 ) $ 9,904 Ascent OD 31,547 (13,710 ) 17,837 31,547 (11,139 ) 20,408 LTL 800 (800 ) — 2,498 (1,925 ) 573 TL 4,508 (3,980 ) 528 23,461 (11,820 ) 11,641 Total intangible assets $ 64,007 $ (38,024 ) $ 25,983 $ 84,658 $ (42,132 ) $ 42,526 Amortization expense was $6.4 million , $7.1 million , and $9.2 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. The Company evaluates its other intangible assets for impairment when current facts and circumstances indicate that the carrying value of the assets to be held and used may not be recoverable. Indicators of impairment were identified in connection with the operating performance of one of the Company's businesses within the LTL segment and two of the Company's businesses within the TL segment. In each case, the Company compared the projected cash flow over the remaining lives of the intangible asset and determined that the fair value of the intangibles was zero . As a result, we recorded a $9.5 million non-cash impairment charge related to intangible assets for the year ended December 31, 2019. Estimated amortization expense for each of the next five years based on intangible assets as of December 31, 2019 is as follows (in thousands): Year Ending: 2020 $ 4,706 2021 4,561 2022 4,229 2023 4,061 2024 3,444 Thereafter 4,982 Total $ 25,983 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases Amounts recognized in the consolidated balance sheets related to the Company's lease portfolio are as follows (in thousands): December 31, Assets: Finance lease assets, net (included in property and equipment) $ 64,241 Operating lease right-of-use asset 116,926 Total lease assets $ 181,167 Liabilities: Current finance lease liability $ 15,600 Current operating lease liability 38,566 Long-term finance lease liability 51,338 Long-term operating lease liability 93,403 Total lease liabilities $ 198,907 The Company discounts lease payments using an estimate of its incremental borrowing rate based on information available at lease commencement. The incremental borrowing rate is derived using multiple inputs, including the Company's credit rating, the impact of full collateralization, lease term and denominated currency. Amounts recognized in the consolidated statement of operations related to the Company's lease portfolio for the year ended December 31, 2019 are as follows (in thousands): Lease component Classification Year Ended December 31, Rent expense - operating leases Other operating expenses $ 63,797 Amortization of finance lease assets Depreciation and amortization $ 14,048 Interest on finance lease liabilities Interest expense - debt $ 5,603 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 $63.8 million , $83.7 million , and $83.4 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. For the year ended December 31, 2019, the Company recorded impairment charges of $1.7 million related to the right-of- use assets within its TL segment. Rent expense for operating leases relates primarily to long-term operating leases, but also includes amounts for variable lease costs and short-term leases. The Company also recognized rental income of $10.7 million for the year ended December 31, 2019 , related to operating leases the Company entered into with its independent contractors (“IC”), of which $8.5 million related to sublease income for the year ended December 31, 2019 . The Company records rental income from leases as a reduction to rent expense - operating leases. The Company also leases trucks, trailers, office space and other equipment under finance leases. Certain of the Company's lease agreements for trucks, trailers and other equipment contain residual value guarantees. Aggregate future minimum lease payments under noncancelable operating and finance leases with an initial term in excess of one year were as follows as of December 31, 2019 (in thousands): Year Ending: Operating leases Finance leases Total 2020 $ 46,641 $ 19,910 $ 66,551 2021 33,536 22,761 56,297 2022 28,934 13,818 42,752 2023 23,966 11,050 35,016 2024 10,090 10,138 20,228 Thereafter 11,372 1,328 12,700 Total $ 154,539 $ 79,005 $ 233,544 Less: Interest (22,570 ) (12,067 ) (34,637 ) Present value of lease liabilities $ 131,969 $ 66,938 $ 198,907 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: Total 2019 $ 45,713 2020 34,920 2021 25,536 2022 21,413 2023 17,920 Thereafter 17,556 Total $ 163,058 The weighted average remaining lease term and discount rate used in computing the lease liabilities as of December 31, 2019 were as follows: Weighted average remaining lease term (in years) Operating leases 4.0 Finance leases 4.3 Weighted average discount rate Operating leases 7.2 % Finance leases 7.9 % Supplemental cash flow information related to leases for the year ended December 31, 2019 is as follows (in thousands): Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 46,130 Operating cash flows for finance leases 5,603 Financing cash flows for finance leases 39,765 Right-of-use assets added for operating leases: Operating leases $ 36,325 Lease transactions with related parties are disclosed in Note 15, “Related Party Transactions” to the consolidated financial statements. |
Leases | Leases Amounts recognized in the consolidated balance sheets related to the Company's lease portfolio are as follows (in thousands): December 31, Assets: Finance lease assets, net (included in property and equipment) $ 64,241 Operating lease right-of-use asset 116,926 Total lease assets $ 181,167 Liabilities: Current finance lease liability $ 15,600 Current operating lease liability 38,566 Long-term finance lease liability 51,338 Long-term operating lease liability 93,403 Total lease liabilities $ 198,907 The Company discounts lease payments using an estimate of its incremental borrowing rate based on information available at lease commencement. The incremental borrowing rate is derived using multiple inputs, including the Company's credit rating, the impact of full collateralization, lease term and denominated currency. Amounts recognized in the consolidated statement of operations related to the Company's lease portfolio for the year ended December 31, 2019 are as follows (in thousands): Lease component Classification Year Ended December 31, Rent expense - operating leases Other operating expenses $ 63,797 Amortization of finance lease assets Depreciation and amortization $ 14,048 Interest on finance lease liabilities Interest expense - debt $ 5,603 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 $63.8 million , $83.7 million , and $83.4 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. For the year ended December 31, 2019, the Company recorded impairment charges of $1.7 million related to the right-of- use assets within its TL segment. Rent expense for operating leases relates primarily to long-term operating leases, but also includes amounts for variable lease costs and short-term leases. The Company also recognized rental income of $10.7 million for the year ended December 31, 2019 , related to operating leases the Company entered into with its independent contractors (“IC”), of which $8.5 million related to sublease income for the year ended December 31, 2019 . The Company records rental income from leases as a reduction to rent expense - operating leases. The Company also leases trucks, trailers, office space and other equipment under finance leases. Certain of the Company's lease agreements for trucks, trailers and other equipment contain residual value guarantees. Aggregate future minimum lease payments under noncancelable operating and finance leases with an initial term in excess of one year were as follows as of December 31, 2019 (in thousands): Year Ending: Operating leases Finance leases Total 2020 $ 46,641 $ 19,910 $ 66,551 2021 33,536 22,761 56,297 2022 28,934 13,818 42,752 2023 23,966 11,050 35,016 2024 10,090 10,138 20,228 Thereafter 11,372 1,328 12,700 Total $ 154,539 $ 79,005 $ 233,544 Less: Interest (22,570 ) (12,067 ) (34,637 ) Present value of lease liabilities $ 131,969 $ 66,938 $ 198,907 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: Total 2019 $ 45,713 2020 34,920 2021 25,536 2022 21,413 2023 17,920 Thereafter 17,556 Total $ 163,058 The weighted average remaining lease term and discount rate used in computing the lease liabilities as of December 31, 2019 were as follows: Weighted average remaining lease term (in years) Operating leases 4.0 Finance leases 4.3 Weighted average discount rate Operating leases 7.2 % Finance leases 7.9 % Supplemental cash flow information related to leases for the year ended December 31, 2019 is as follows (in thousands): Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 46,130 Operating cash flows for finance leases 5,603 Financing cash flows for finance leases 39,765 Right-of-use assets added for operating leases: Operating leases $ 36,325 Lease transactions with related parties are disclosed in Note 15, “Related Party Transactions” to the consolidated financial statements. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | . Debt The Company's debt consisted of the following at December 31 (in thousands): December 31, 2019 December 31, 2018 ABL Credit Facility $ 129,851 $ — Term Loan Credit Facility 37,539 — Third Lien Credit Facility 40,462 — Prior ABL Facility: Revolving credit facility — 134,532 Term loan — 37,333 Total debt $ 207,852 $ 171,865 Less: Debt issuance costs and discount (3,092 ) (3,098 ) Total debt, net of debt issuance costs and discount $ 204,760 $ 168,767 Less: Current maturities (11,525 ) (13,171 ) Total debt, net of current maturities $ 193,235 $ 155,596 Maturities for each of the next five years based on debt as of December 31, 2019 are as follows (in thousands): Year Ending: 2020 $ 11,525 2021 10,978 2022 10,802 2023 4,234 2024 170,313 Total $ 207,852 ABL Credit Facility On February 28, 2019, the Company and its direct and indirect domestic subsidiaries entered into a 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 Company initially borrowed $91.5 million under the ABL Credit Facility. The ABL Credit Facility matures on February 28, 2024 . As of December 31, 2019, the Company had outstanding letters of credit totaling $12.5 million . 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 First In, Last Out (“FILO”) Loans (as defined in the ABL Credit Facility), (ii) $20.0 million may be used for Swing Line Loans (as defined in the ABL Credit Facility), and (iii) $30.0 million may be used for letters of credit. The ABL Credit Facility provides that the revolving line of credit may be increased by up to an additional $100.0 million under certain circumstances. The Company had adjusted excess availability under the ABL Credit Facility of $34.8 million as of December 31, 2019 . Advances under the Company’s ABL Credit Facility bear interest at either: (a) the LIBOR Rate (as defined in the ABL Credit Facility), 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 Facility), 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. The Company's average annualized interest rate for the ABL Credit Facility was 5.2% for the year ended December 31, 2019 . The obligations under the Company’s ABL Credit Facility are guaranteed by each of its domestic subsidiaries pursuant to a guaranty included in the ABL Credit Facility. As security for the Company’s and its subsidiaries’ obligations under the ABL Credit Facility, each of the Company and its domestic subsidiaries have granted: (i) a first priority lien on substantially all its domestic subsidiaries’ tangible and intangible personal property (other than the assets described in the following clause (ii)), including the capital stock of certain of the Company’s direct and indirect subsidiaries; and (ii) a second-priority lien on the Company’s and its domestic subsidiaries’ equipment (including, without limitation, rolling stock, aircraft, aircraft engines and aircraft parts) and proceeds and accounts related thereto. The priority of the liens is described in an intercreditor agreement between BMO Harris Bank N.A. as ABL Agent and BMO Harris Bank N.A. as Term Loan Agent. The ABL Credit Facility contains a minimum fixed charge coverage ratio financial covenant that must be maintained when excess availability falls below a specified amount. In addition, the ABL Credit 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 in such agreements. The ABL Credit 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 ABL Credit Facility to be in full force and effect, and a change of control of the Company’s business. As of December 31, 2019 , the Company's excess availability had not fallen below the amount specified. On August 2, 2019, the Company and its direct and indirect domestic subsidiaries entered into a First Amendment to Credit Agreement (the “ABL Facility Amendment”). Pursuant to the ABL Facility Amendment, the ABL Credit Facility was amended to, among other things, add Acceptable Letters of Credit (as defined in the ABL Facility Amendment) to the Borrowing Base (as defined in the ABL Credit Facility as amended by the ABL Facility Amendment). On September 17, 2019, the Company and its direct and indirect domestic subsidiaries entered into a Second Amendment to Credit Agreement, effective September 13, 2019 (the “Second ABL Facility Amendment”). Pursuant to the Second ABL Facility Amendment, the ABL Credit Facility was amended to, among other things, (i) extend the deadline for providing a reasonably detailed plan for achieving the Company's stated liquidity goals and objectives in connection with its go-forward business plan and strategy, and (ii) eliminate one of the exceptions to the limitation on Dispositions (as defined in the ABL Credit Facility). On October 21, 2019, the Company and its direct and indirect domestic subsidiaries entered into a Third Amendment to Credit Agreement (the “Third ABL Facility Amendment”). Pursuant to the Third ABL Facility Amendment, the ABL Credit Facility was amended to, among other things, (i) increase the amount of Acceptable Letters of Credit that can be added to the Borrowing Base from $30 million to $45 million , (ii) increase the Applicable Margin by 100 basis points, (iii) permit certain Specified Dispositions provided that the Net Cash Proceeds are used to pay down the Revolving Credit Facility or the Term Loan Obligations as specified, (iv) increase the Availability Block from the Specified Dispositions, (v) extend the applicable date for the Fixed Charge Trigger Period from October 31, 2019 to March 31, 2020, and (vi) add baskets for additional permitted Indebtedness consisting of Junior Lien Debt or unsecured Indebtedness in an aggregate amount not to exceed $100 million provided that, among other things, such Junior Lien Debt or unsecured Indebtedness has a maturity date that is at least 180 days after February 28, 2024. On November 27, 2019, the Company and its direct and indirect domestic subsidiaries entered in a Fourth Amendment to Credit Agreement (the “Fourth ABL Facility Amendment”). Pursuant to the Fourth ABL Facility Amendment, the ABL Credit Facility was amended to, among other things, (i) revise certain schedules, and (ii) waive the Specified Defaults that arose from the failure to previously update a schedule of aircraft owned by the Loan Parties (as defined in the ABL Credit Facility). Term Loan Credit Facility On February 28, 2019, the Company and its direct and indirect domestic subsidiaries entered into a 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”). The Company initially borrowed $51.1 million under the Term Loan Credit Facility. The Term Loan Credit Facility matures on February 28, 2024. The Term Loan Credit Facility consists of an approximately $61.1 million term loan facility, consisting of • approximately $40.3 million of Tranche A Term Loans (as defined in the Term Loan Credit Facility), • approximately $2.5 million of Tranche A FILO Term Loans (as defined in the Term Loan Credit Facility), • approximately $8.3 million of Tranche B Term Loans (as defined in the Term Loan Credit Facility), and • a $10.0 million asset-based facility available to finance future capital expenditures. 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. The Company's average annualized interest rate for the Term Loan Credit Facility was 10.3% for the year ended December 31, 2019 . The obligations under the Term Loan Credit Facility are guaranteed by each of its domestic subsidiaries pursuant to a guaranty included in the Term Loan Credit Facility. As security for the Company’s and its subsidiaries’ obligations under the Term Loan Credit Facility, each of the Company and its domestic subsidiaries have granted: (i) a first priority lien on its equipment (including, without limitation, rolling stock, aircraft, aircraft engines and aircraft parts) and proceeds and accounts related thereto, and (ii) a second priority lien on substantially all of the Company’s and its domestic subsidiaries’ other tangible and intangible personal property, including the capital stock of certain of the Company’s direct and indirect subsidiaries. The priority of the liens is described in an intercreditor agreement between BMO Harris Bank N.A. as ABL Agent and BMO Harris Bank N.A. as Term Loan Agent. The Term Loan Credit 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 in such agreements. The Term Loan Credit 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 Term Loan Credit Facility to be in full force and effect, and a change of control of the Company’s business. On August 2, 2019, the Company and its direct and indirect domestic subsidiaries entered into a First Amendment to Credit Agreement (the “Term Loan Facility Amendment”). Pursuant to the Term Loan Facility Amendment, the Term Loan Credit Facility was amended to, among other things: (i) defer the September 1, 2019 quarterly amortization payments otherwise due thereunder to December 1, 2019, and (ii) provide that CapX Loans (as defined in the Term Loan Credit Facility) shall not be available during the period commencing on August 2, 2019 and continuing until payment of the December 1, 2019 quarterly amortization payments. On September 17, 2019, the Company and its direct and indirect domestic subsidiaries entered into a Second Amendment to Credit Agreement, effective as of September 13, 2019 (the “Second Term Loan Facility Amendment”). Pursuant to the Second Term Loan Facility Amendment, the Term Loan Credit Facility was amended to, among other things, (i) add a requirement to deliver a reasonably detailed plan for achieving the Company's stated liquidity goals and objectives in connection with its go-forward business plan and strategy, and (ii) eliminate one of the exceptions to the limitation on Dispositions (as defined in the Term Loan Credit Facility). On October 21, 2019, the Company and its direct and indirect domestic subsidiaries entered into a Third Amendment to Credit Agreement (the (“Third Term Loan Facility Amendment”). Pursuant to the Third Term Loan Facility Amendment, the Term Loan Credit Facility was amended to, among other things, (i) permit certain Specified Dispositions, (ii) eliminate the Company's ability to request new CapX Loans, and (iii) add baskets for additional permitted Indebtedness consisting of Junior Lien Debt or unsecured Indebtedness in an aggregate amount not to exceed $100 million provided that, among other things, such Junior Lien Debt or unsecured Indebtedness has a maturity date that is at least 180 days after February 28, 2024. On November 27, 2019, the Company and its direct and indirect domestic subsidiaries entered into a Fourth Amendment to Credit Agreement (the “Fourth Term Loan Facility Amendment”). Pursuant to the Fourth Term Loan Facility Amendment, the Term Loan Credit Facility was amended to, among other things, (i) revise certain schedules and (ii) waive the Specific defaults that arose from the failure to previously update a schedule of Aircraft owned by the Loan parties (as defined in the Term Loan Credit Facility). The Term Loan Facility was paid in full and terminated on March 2, 2020. Fee Letter On August 2, 2019, the Company entered into a fee letter with Elliott (the “Fee Letter”). Pursuant to the Fee Letter, Elliott agreed to arrange for standby letters of credit (“Letters of Credit”) in an aggregate face amount of $20 million (the “Face Amount”) to support the Company's obligations under the ABL Credit Facility. As consideration for Elliott providing the Letters of Credit, the Company agreed to (i) pay Elliott a fee (the “Letter of Credit Fee”) on the LC Amount (as hereafter defined), accruing from the date of issuance through the date of expiration (or if drawn, the date of reimbursement by the Company of the LC Amount to Elliott), at a rate equal to the LIBOR Rate (as defined in the ABL Credit Facility) plus 7.5% , which will be payable in kind by adding the amount then due to the then outstanding LC Amount, and (ii) reimburse Elliott for any draw on the Letters of Credit, including the amount of such draw and any taxes, fees, charges, or other costs or expenses reasonably incurred by Elliot in connection with such draw, promptly after receipt of notice of any such drawing under the Letters of Credit, in each case subject to the terms and conditions of the Fee Letter. “LC Amount” means the Face Amount, as increased by the amount of payment in kind Letter of Credit Fee added to such amount on the last day of each interest period. On August 20, 2019, the Company entered into a First Amendment to the Fee Letter (the “Fee Letter Amendment”), pursuant to which the maximum face amount of the Letters of Credit (as defined in the Fee Letter Amendment) that may be used to support the Company's obligations under the ABL Credit Facility was increased from $20 million to $30 million . On October 21, 2019, the Company entered into a Second Amendment to the Fee Letter (the “Second Fee Letter Amendment”). Pursuant to the Second Fee Letter Amendment, the Fee Letter was amended to, among other things, increase the maximum face amount of the Letters of Credit (as defined in the Fee Letter Amendment) that may be used to support its obligations under the ABL Credit Facility from $30 million to $45 million . Revolving Notes On September 20, 2019, the Company issued Multiple Advance Revolving Credit Notes (the “Revolving Notes”) to entities affiliated with Elliott. Pursuant to the Revolving Notes, the Company may borrow from time to time up to $20 million from Elliott on a revolving basis. Interest on any advances under the Revolving Notes will bear interest at a rate equal to the LIBOR Rate (as defined therein) plus 7.50% , and interest shall be payable on a quarterly basis beginning on December 1, 2019. The Revolving Notes mature on November 15, 2020. Third Lien Credit Facility On November 5, 2019 , the Company entered into the Third Lien Credit Facility with U.S. Bank National Association, as the Administrative Agent, and Elliott Associates, L.P. and Elliott International, L.P, as Lenders. The Company used the initial $20 million Term Loan Commitment (as defined in the Third Lien Credit Agreement) under the Third Lien Credit Facility to refinance its $20 million principal amount of unsecured debt to the Lenders. The Company has $40.5 million of outstanding borrowings under this facility as of December 31, 2019 . The loans under the Third Lien Credit Facility bear interest at either: (a) the LIBOR rate (as defined in the Third Lien Credit Agreement), plus an applicable margin of 7.50% ; or (b) the Base Rate (as defined in the Third Lien Credit Agreement), plus an applicable margin of 6.50% . Interest under the Third Lien Credit Facility shall be paid in kind by adding such interest to the principal amount of the applicable Term Loans on the applicable Interest Payment Date; provided that to the extent permitted by the ABL Credit Facility, the Term Loan Credit Facility and an Intercreditor Agreement, the Company may elect that all or a portion of interest due on an Interest Payment Date shall be paid in cash by providing written notice to the Administrative Agent at least five Business Days prior to the applicable Interest Payment Date specifying the amount of interest to be paid in cash. The Third Lien Credit Facility matures on August 26, 2024 . The obligations under the Third Lien Credit Agreement are guaranteed by each of the Company's domestic subsidiaries pursuant to a guaranty included in the Third Lien Credit Agreement. As security for the Company's obligations under the Third Lien Credit Agreement, the Company has granted a third priority lien on substantially all of its assets (including its equipment (including, without limitation, rolling stock, aircraft, aircraft engines and aircraft parts)) and proceeds and accounts related thereto, and substantially all of its other tangible and intangible personal property, including the capital stock of certain of its direct and indirect subsidiaries. The Third Lien Credit Agreement 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 in such agreements. The Third Lien Credit Agreement 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 Third Lien Credit Agreement to be in full force and effect, and a change of control. Prior ABL Facility On July 21, 2017, the Company entered into an asset-based lending facility with BMO Harris Bank, N.A. and certain other lenders (the “Prior ABL Facility”). The Prior ABL Facility consisted of a: • $200.0 million asset-based revolving line of credit, of which $20.0 million could be used for swing line loans and $30.0 million could 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. Principal on the term loan facility was due in quarterly installments commencing on March 31, 2018. Borrowings under the Prior ABL Facility were secured by substantially all of the assets of the Company. Borrowings under the Prior ABL Facility bore interest at either the (a) LIBOR Rate (as defined in the Prior ABL Facility) 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 Prior ABL Facility contained a minimum fixed charge coverage ratio financial covenant that must be maintained when excess availability falls below a specified amount. The Prior ABL Facility also provided for the issuance of up to $30.0 million in letters of credit. On January 9, 2019, the Company entered into a Seventh Amendment to the Prior ABL Facility. Pursuant to the Seventh Amendment, the Prior 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 Prior ABL Facility. Pursuant to the Eighth Amendment, the Prior 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. The Prior ABL Facility was paid off with the proceeds from the ABL Credit Facility and the Term Loan Credit Facility. The Company recognized a $2.3 million loss on debt restructuring for the year ended December 31, 2019 , related to these transactions. Insurance Premium Financing In June 2019 and 2018, the Company executed insurance premium financing agreements with a premium finance company in order to finance certain of its annual insurance premiums of $20.7 million and $17.8 million , respectively. Beginning on September 1 of each year, the financing agreements are payable in nine monthly installments of principal and interest of approximately $2.4 million and $2.0 million for 2019 and 2018, respectively. The agreements incurred interest at 5.25% and 4.75% for 2019 and 2018, respectively. The balance of the insurance premium payable as of December 31, 2019 and 2018 was $11.7 million and $10.0 million , respectively and was recorded in accrued expenses and other current liabilities. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2019 | |
Preferred Stock [Abstract] | |
Preferred Stock | Preferred Stock Preferred stock as of December 31, 2018 consisted of the following (in thousands): 2018 Preferred stock: Series B Preferred $ 205,972 Series C Preferred 102,098 Series D Preferred 900 Series E Preferred 47,367 Series E-1 Preferred 46,547 Total Preferred stock $ 402,884 The preferred stock was mandatorily redeemable and, as such, is presented as a liability on the consolidated balance sheets. At each preferred stock dividend payment date, the Company had 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 had elected to measure the value of its preferred stock using the fair market value method. Under the fair value method, issuance costs are expensed as incurred. Rights Offering On February 26, 2019, the Company closed a $450 million rights offering, pursuant to which the Company issued and sold an aggregate of 36 million new shares of its common stock at the subscription price of $12.50 per share. An aggregate of 7,107,049 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 funds affiliated with Elliott. In addition, Elliott purchased an aggregate of 28,892,951 additional shares pursuant to the 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 33,745,308 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 funds 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. 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, 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 proceeds from the sale of such shares of Series E-1 Preferred Stock were used to provide working capital to support the Company’s current operations and future growth and to repay a portion of the indebtedness under the prior ABL Facility as required by the credit agreement governing that facility. The final 19,022 shares of Series E-1 Preferred Stock remained unissued when the Series E-1 Investment Agreement was terminated in connection with the closing of the rights offering. On August 3, 2018, September 19, 2018, November 8, 2018, and January 9, 2019, the Company entered into amendments to the Series E-1 Investment Agreement, which, among other things, (i) extended the termination date thereunder from July 30, 2018 to March 2, 2019 for the remaining 19,022 shares available to issue and sell to Elliott for $17.5 million , and (ii) provided that if the Series E-1 Investment Agreement was not already terminated, the Series E-1 Investment Agreement would automatically terminate upon the Rights Offering Effective Date (as defined in the Prior ABL Facility). Upon the closing of the rights offering described elsewhere in this Form 10-K, the Series E-1 Investment Agreement was automatically terminated. The Company incurred $1.1 million of issuance costs associated with the preferred stock for the year ended December 31, 2018, which is reflected in interest expense - preferred stock. The fair value of the preferred stock increased by $104.6 million during the year ended December 31, 2018, which is reflected in interest expense - preferred stock. There was no interest expense in the year ended December 31, 2019, as the preferred stock was purchased and retired. 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% |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2019 | |
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 calculated 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 (in thousands). 2019 2018 Balance, beginning of period $ 402,884 $ 263,317 Issuance of preferred stock at fair value — 34,999 Redemption of preferred stock (402,884 ) — Change in fair value of preferred stock (1) — 104,568 Balance, end of period $ — $ 402,884 (1) Change in fair value of preferred stock is reported in interest expense - preferred stock. |
Stockholders' Investment
Stockholders' Investment | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' investment | . Stockholders’ Investment (Deficit) 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. 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 4,200,000 shares to 44,000,000 shares and to increase its total authorized shares of capital stock from 4,800,200 shares to 44,600,200 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”). The Company's execution and delivery of the New Stockholders’ Agreement was a condition to Elliott’s backstop commitment. Pursuant to the New Stockholders’ Agreement, the Company granted Elliott the right to designate nominees to Company's board of directors and access to available financial 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. 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. On March 7, 2019 , the Company's board of directors and the holders of a majority of the issued and outstanding shares of the Company’s common stock approved a 1-for-25 reverse split of the Company’s issued and outstanding shares of common stock. The 1-for-25 reverse stock split was effective upon the filing and effectiveness of a Certificate of Amendment to the Company's Certificate of Incorporation after the market closed on April 4, 2019 , and the Company’s common stock began trading on a split-adjusted basis on April 5, 2019 . See Note 1, “Organization, Nature of Business and Significant Policies” to the consolidated financial statements for more information on the Reverse Stock Split. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
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 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 at any time during the term of the 2018 Plan was 120,000 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 2,700,000 shares). Accordingly, the total number of shares of the Company’s common stock reserved and available for delivery under the 2018 Plan is 2,820,000 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. The Company awards restricted stock units to certain key employees and independent directors. The restricted stock units vest ratably over a one , 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, 2019 and 2018 : Number of Restricted Stock Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Nonvested as of December 31, 2017 14,358 $ 250.95 2.7 Granted 22,320 66.75 Vested (4,651 ) 315.50 Forfeitures (3,462 ) 109.48 Nonvested as of December 31, 2018 28,565 $ 113.66 2.3 Granted 1,314,940 11.40 Vested (510,513 ) 5.35 Forfeitures (128,630 ) 15.42 Nonvested as of December 31, 2019 704,362 $ 14.37 2.9 Unrecognized share-based compensation expense for restricted stock units was $6.8 million as of December 31, 2019 . 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. 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. The Company granted stock options to purchase 662,263 and 564,000 for the years ended 2019 and 2017, respectively. No stock options were granted in 2018. The Company granted performance restricted stock units in 2019 to certain key employees. The performance restricted stock units are awarded based on the Company’s total stockholder return or the Company’s total stockholder return in relation to its peer group. Performance restricted stock units vest at the end of a three or four year service period as long as the Company achieves the minimum total stockholder return or relative stockholder return. The performance restricted stock units are amortized on a straight-line basis over the performance period. Compensation expense for restricted stock units is based on the fair value calculated using the Monte Carlo method. There were no performance restricted stock units granted in 2018. Performance restricted stock units fair value assumptions for those units granted during the year ended December 31, 2019 are as follows: Risk free interest rate 1.5% to 2.4% Dividend yield — Expected volatility 52.5% to 60.0% Peer group volatility 23.7% to 77.6% The following table summarizes the nonvested performance restricted stock units as of December 31, 2019 : Number of Performance Restricted Stock Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Nonvested as of December 31, 2018 — $ — 0.0 Granted 1,480,940 18.48 Vested — — Forfeitures (668,400 ) 18.59 Nonvested as of December 31, 2019 812,540 $ 18.39 3.0 Unrecognized stock compensation expense for performance restricted stock options was $11.9 million as of December 31, 2019 . The expense is expected to be recognized over a weighted-average period of approximately three years. Stock option fair value assumptions for the stock options granted during the year ended December 31, 2019 are as follows: Option life (years) 7 years Risk free interest rate 1.5% to 2.3% Dividend yield — Expected volatility 52.5% to 60.0% Expected life (years) 4-5 years Weighted average fair value of stock options granted $4.92 A summary of the option activity for the years ended December 31, 2019 and 2018 is as follows: Shares Weighted Weighted Average Remaining Contractual Outstanding as of December 31, 2017 49,980 $ 221.15 4.9 Granted — — Forfeited (5,684 ) 239.66 Outstanding as of December 31, 2018 44,296 $ 218.78 4.1 Granted 662,263 12.36 Forfeited (299,535 ) 28.90 Outstanding as of December 31, 2019 407,024 $ 22.63 6.2 Unrecognized stock compensation expense for stock options was $1.7 million as of December 31, 2019 . The expense is expected to be recognized over a weighted-average period of approximately three years. All outstanding options are non-qualified options. There were 69,055 , 17,016 , and 7,952 options exercisable as of December 31, 2019 , 2018 , and 2017 , respectively. As of December 31, 2019 , for exercisable options, the weighted-average exercise price was $22.63 , the weighted average remaining contractual term was approximately three years and there was no estimated aggregate intrinsic value per share. As of December 31, 2019 , 337,969 options were unvested. Stock-based compensation expense for restricted stock units, performance restricted stock units and stock options was $12.7 million , $1.8 million , and $2.2 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. The related estimated income tax benefit recognized in the accompanying consolidated statements of operations, net of estimated forfeitures, was $3.2 million for the year ended December 31, 2019 and $0.4 million and $0.9 million for the years ended December 31, 2018 and 2017 , respectively. Following the adoption of ASU 2016-09, the Company recorded tax deficiencies on vested shares of $1.0 million and $0.3 million in benefit from income taxes for the years ended December 31, 2019 and December 31, 2018 , respectively. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | . Earnings (Loss) 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 407,024 , 1,107,449 , and 1,629,105 as of December 31, 2019 , 2018 and 2017 , respectively, which 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, 2019 , 2018 , and 2017 . Since the Company was in a net loss position for the years ended December 31, 2019 , 2018 , and 2017 , there is no difference between basic and dilutive weighted average common stock outstanding. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The components of the Company’s benefit from income taxes were as follows (in thousands): Year Ended December 31, 2019 2018 2017 Current: Federal $ — $ — $ — State, local, and foreign (646 ) 810 1,875 Deferred: Federal (2,052 ) (9,664 ) (27,118 ) State, local, and foreign (962 ) (960 ) 52 Benefit from income taxes $ (3,660 ) $ (9,814 ) $ (25,191 ) The Company’s benefit from income taxes varied from the amounts calculated by applying the U.S. statutory income tax rate to the loss before income taxes as shown in the following reconciliations (in thousands): Year Ended December 31, 2019 2018 2017 Statutory federal rate $ (72,365 ) $ (36,836 ) $ (40,732 ) Goodwill impairment 26,229 — 1,020 Gain from sale of businesses (7,550 ) — (1,161 ) State income taxes — net of federal benefit (8,001 ) (2,358 ) (1,465 ) Interest expense - preferred stock — 22,195 20,459 Effect of change in U.S. statutory income tax rate — — (7,413 ) Change in valuation allowance 55,150 7,204 1,989 Other 2,877 (19 ) 2,112 Total $ (3,660 ) $ (9,814 ) $ (25,191 ) The Company recorded assets for refundable federal and state income taxes of $3.2 million as of December 31, 2019 ( $2.9 million classified as income tax receivable and $0.3 million included within other noncurrent assets) and $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). 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): 2019 2018 Deferred income tax assets: Accounts receivable $ 2,044 $ 2,442 Accrued expenses and other current liabilities 9,652 13,695 Net operating loss carryforwards 60,993 28,153 Interest expense carryforwards 5,887 2,334 Operating lease liability 32,254 — Other, net 1,700 890 Total $ 112,530 $ 47,514 Valuation allowance (66,295 ) (11,145 ) Total, net of valuation allowance $ 46,235 $ 36,369 Deferred income tax liabilities: Prepaid expenses and other current assets $ (4,700 ) $ (4,324 ) Goodwill and intangible assets (1,315 ) (12,699 ) Property and equipment (12,588 ) (23,299 ) Operating lease right-of-use asset (28,572 ) — Total $ (47,175 ) $ (40,322 ) Net deferred tax liabilities $ (940 ) $ (3,953 ) The net noncurrent deferred income tax liabilities of $0.9 million as of December 31, 2019 and $4.0 million as of December 31, 2018 (net of deferred tax assets and related valuation allowance) are 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, 2019 and December 31, 2018. 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 $66.3 million and $11.1 million as of December 31, 2019 and 2018 , respectively, related to federal and state net operating loss carryforwards, interest expense carryforwards, and other deferred tax assets that will not “more likely than not” be realized in the future. The Company has $235.7 million of federal net operating loss carryforwards as of December 31, 2019 ( $49.5 million tax-effected), of which $52.6 million was incurred in tax years prior to 2018 and will expire between 2036 and 2037. The remaining $183.1 million of federal net operating losses incurred in 2018 and 2019 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 $11.5 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 2020 and 2039. 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 $24.5 million interest expense carryforward as of December 31, 2019 related to interest expense not deductible in 2018 and 2019. 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): 2019 2018 2017 Balance as of January 1 $ 1,283 $ 1,311 $ 737 Additions for prior years' tax positions 104 142 574 Reductions for prior years' tax positions — (21 ) — Lapse of statute of limitations (311 ) (149 ) — Balance as of December 31 $ 1,076 $ 1,283 $ 1,311 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. (Benefit) expense for interest and penalties related to uncertain tax benefits was ( $0.1 million ), less than $0.1 million , and $0.3 million for the years ending December 31, 2019, 2018, and 2017, respectively, and are included within the benefit from income taxes. Accrued interest and penalties were $0.3 million as of December 31, 2019 and $0.4 million as of December 31, 2018. 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 2014-2017 federal tax returns. The Company has extended the federal period of limitations to assess tax for the 2014, 2015, and 2016 tax years through December 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, 2019 | |
Guarantees [Abstract] | |
Guarantees [Text Block] | 13. 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 $7.6 million as of December 31, 2019 . 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 $1.4 million and $1.0 million as of December 31, 2019 and 2018 , 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. The balance in this reserve was $0.4 million as of December 31, 2018. The loss reserve for the guarantee and reconditioning costs associated with the planned divestiture was $1.4 million as of December 31, 2019 , which is included in accrued expenses and other current liabilities. The Company paid $1.0 million and $2.1 million under these lease guarantees during the year ended December 31, 2019 and 2018 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Employee Benefit Plans The Company sponsors a defined contribution profit sharing plan for substantially all employees of the Company and its subsidiaries. The Company provides matching contributions on some of these plans. Total expense under this plan was $2.9 million , $2.4 million , and $2.5 million for the years ended December 31, 2019 , 2018 , and 2017 , respectively. 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, 2019 and 2018 , the Company had reserves for estimated uninsured losses of $31.5 million and $26.8 million , respectively, included in accrued expenses and other current liabilities. General Litigation Proceedings Jeffery Cox (“Cox”) and David Chidester (“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. On July 5, 2019, the Court entered a judgment confirming the arbitration award. The Company satisfied the principal amount of the judgment. On July 10, 2019, the plaintiffs filed an application for an award of their fees in costs, seeking a minimum of $0.7 million in fees, and requesting that the Court apply a lodestar multiplier to enhance the fees to an award of either $1.1 million or $1.5 million based upon the complexity of the case. On January 17, 2020, the Court awarded the plaintiffs $0.5 million . With outstanding interest, the total amount owed by the Company was $0.6 million , which the Company paid on March 3, 2020. In February 2018, Chidester agreed to dismiss his employment-related claims from the Los Angeles Superior Court matter, while Cox transferred his employment claims from Los Angeles Superior Court to the related employment case pending in the Eastern District of California. There have been two summary judgment motions filed thus far, one by Cox and one by the Company. The Company successfully defeated Cox’s motion for summary judgment, which resulted in a Court Order holding that Cox’s non-compete was enforceable as to time and limited to the geographic are of California, Nevada, and Oregon where Central Cal conducts business. Cox filed a motion for reconsideration of the Court’s order, which was denied. The Court thereafter granted partial summary judgment as to all claims except for the two whistleblower/retaliation claims and the public policy wrongful termination claim. The court then vacated the pre-trial conference and trial dates and has not reset them. 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 us of copyright infringement concerning an electronic newsletter published by Warren (the “Warren Matter”). The parties engaged in pre-litigation mediation in June 2019. The Warren Matter thereafter settled, with full releases of liability. 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, 2019 and 2018 , 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 $1.0 million and $10.8 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. 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 In 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 a Consolidated Amended Complaint (the “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 asserted claims arising out of the Company's January 2017 announcement that it would be restating its prior period financial statements and sought certification as a class action, compensatory damages, and attorney’s fees and costs. On March 29, 2019, the parties entered into a Stipulation of Settlement 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). On September 26, 2019, the Court entered an Order finally approving the settlement and final judgment. All settlements have been paid. 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”). The Complaint asserted claims arising out of the Company's January 2017 announcement that it would be restating its prior period financial statements. On October 15, 2019, the Court entered an Order dismissing the action with prejudice. 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. The Complaint asserted claims arising out of our January 2017 announcement that the Company would be restating its prior period financial statements. The Complaint sought 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. On March 28, 2019, the parties entered into 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. On September 26, 2019, the Court entered an Order finally approving the settlement and a final judgment. All settlements have been paid. 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 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 investigation. In April 2019, the indictment was superseded with an indictment against those two former employees as well as the Company’s former Chief Financial Officer. In the superseding indictment, Count I alleges that all defendants engaged in conspiracy to fraudulently influence accountants and make false entries in a public company’s books, records and accounts. Counts II-V allege specific acts by all defendants to fraudulently influence accountants. Counts VI through IX allege specific acts by all defendants to falsify entries in a public company’s books, records, and accounts. Count X alleges that all defendants engaged in conspiracy to commit securities fraud and wire fraud. Counts XI - XIII allege specific acts by all defendants of securities fraud. Counts XIV - XVII allege specific acts by all defendants of wire fraud. Count XVIII alleges bank fraud by the Company’s former Chief Financial Officer. Count XIX alleges securities fraud by one of the former employees. Additionally, in April 2019, the SEC filed suit against the same three former employees. The SEC listed the Company as an uncharged related party. Counts I-V allege that all defendants engaged in a fraudulent scheme to manipulate the Company’s financial results. In particular, Count I alleges that all defendants violated Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5(a) and (c). Count II alleges that the Company’s former Chief Financial Officer and one of the former employees violated Section 17(a)(1) and (3) of the Securities Act. Count III alleges the Company’s former Chief Financial Officer violated Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5(b). Count IV alleges that the two former employees aided and abetted the Company’s violation of Section 10(b) of the Exchange Act and Exchange Act Rule 10-5(b). Count V alleges that the Company’s former Chief Financial Officer and one of the former employees violated Section 17(a)(2) of the Securities Act. Count VI alleges that one of the former employees engaged in insider trading in violation of Section 10(b) of the Exchange Act and Exchange Act Rule 10b-5(a) and (c). Counts VII alleges that all defendants engaged in aiding and abetting the Company’s reporting violations of Section 13(a) of the Exchange Act. Count VIII alleges that all defendants engaged in aiding and abetting the Company’s record-keeping violations of Section 13(b)(2)(A) of the Exchange Act. Count IX alleges that the Company’s former Chief Financial Officer engaged in aiding and abetting the Company’s record-keeping violations of Section 13(b)(2)(B) of the Exchange Act. Count X alleges that all defendants engaged in falsification of records and circumvention of controls in violation of Section 13(b)(5) of the Exchange Act and Rule 13b2-1. Count XI alleges that all defendants engaged in false statements to accountants in violation of Rule 13b2-2 of the Exchange Act. Count XIII alleges that the Company’s former Chief Financial Officer engaged in certification violations of rule 3a-14 of the Exchange Act. Count XIII alleges that uncharged party the Company violated (i) Section 10(b) of the Exchange Act and Rule 10b-5; (ii) Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, and 13a-13; and (iii) Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act. It further alleges that the Company’s former Chief Financial Officer acts subject him to control person liability for these violations. Count XIV alleges violation of Section 304 of the Sarbanes-Oxley Act of 2002 against the Company’s former Chief Financial Officer. The Company is cooperating fully with the joint DOJ and SEC investigation. Even though the Company is not named in this investigation, it has an obligation to indemnify the former employees and directors. However, given the status of this matter, the Company is unable to reasonably estimate the potential costs or range of costs at this time. Any costs will be the responsibility of the Company as it has exhausted all of its insurance coverage for costs related to legal actions as part of the restatement. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Related Party Transactions On March 1, 2018 , the Company entered into the Series E-1 Preferred Stock Investment Agreement with Elliott, 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 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 and paid Elliott $ 1.1 million of issuance costs. On April 24, 2018, the parties held an initial closing 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 $17.5 million . This agreement was terminated in connection with the closing of the rights offering described in the following paragraph. 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, 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 did 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. On February 26, 2019 , the Company closed the rights offering and Elliott purchased a total of 33,745,308 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. On February 26, 2019 , the Company entered into the New Stockholders’ Agreement with Elliott. The Company's execution and delivery of the New Stockholders’ Agreement was a condition to Elliott’s backstop commitment. Pursuant to the New Stockholders’ Agreement, the Company granted Elliott the right to designate nominees to Company's board of directors and access to available financial information. 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. On February 28, 2019 , the Company and its direct and indirect domestic subsidiaries entered into the Term Loan Credit Facility which consists of an approximately $61.1 million term loan facility. The Company paid Elliott $1.1 million in issuance costs and fees during the year ended December 31, 2019 . As of December 31, 2019 , the Company owed Elliott $31.3 million under the Term Loan Credit Facility. See Note 6, “Debt” to the consolidated financial statements for more information on the Term Loan Credit Facility. On August 2, 2019 , the Company and its direct and indirect domestic subsidiaries entered into Term Loan Facility Amendment. On September 17, 2019 , the Company and its direct and indirect subsidiaries entered into the Second Term Loan Facility Amendment. See Note 6, “Debt” to the consolidated financial statements for more information on the First Term Loan Facility Amendment and Second Term Loan Facility Amendment. On August 2, 2019, the Company entered into the Fee Letter with Elliott. Pursuant to the Fee Letter, Elliott agreed to arrange for standby letters of credit (“Letters of Credit”) in an aggregate face amount of $20 million (the “Face Amount”) to support the Company's obligations under the ABL Credit Facility. See Note 6, “Debt” to the consolidated financial statements for more information on the Fee Letter. On August 20, 2019, the Company entered into the Fee Letter Amendment, pursuant to which the maximum face amount of the Letters of Credit (as defined in the Fee Letter Amendment) that may be used to support the Company's obligations under the ABL Credit Facility was increased from $20 million to $30 million . On September 20, 2019, the Company issued the Revolving Notes to entities affiliated with Elliot which allows the Company to borrow from time to time up to $20 million from Elliott on a revolving basis. On October 21, 2019, the Company and its direct and indirect domestic subsidiaries entered into the Third Term Loan Facility Amendment. Pursuant to the Third Term Loan Facility Amendment, the Term Loan Credit Facility was amended to, among other things, (i) permit certain Specified Dispositions, (ii) eliminate the Company's ability to request new CapX Loans, and (iii) add baskets for additional permitted Indebtedness consisting of Junior Lien Debt or unsecured Indebtedness in an aggregate amount not to exceed $100 million provided that, among other things, such Junior Lien Debt or unsecured Indebtedness has a maturity date that is at least 180 days after February 28, 2024. On October 21, 2019, the Company entered into the Second Fee Letter Amendment with Elliott. Pursuant to the Second Fee Letter Amendment, the Fee Letter was amended to, among other things, increase the maximum face amount of the Letters of Credit (as defined in the Second Fee Letter Amendment) that may be used to support the Company's obligations under the ABL Credit Facility from $30 million to $45 million . On November 5, 2019, the Company and its direct and indirect domestic subsidiaries entered into the Third Lien Credit Facility. The Company used the initial $20 million Term Loan Commitment (as defined in the Third Lien Credit Agreement) under the Third Lien Credit Facility to refinance its $20 million principal amount of unsecured debt to the Lenders. The loans under the Third Lien Credit Facility bear interest at either: (a) the LIBOR rate (as defined in the Third Lien Credit Agreement), plus an applicable margin of 7.50% ; or (b) the Base Rate (as defined in the Third Lien Credit Agreement), plus an applicable margin of 6.50% . Interest under the Third Lien Credit Facility shall be paid in kind by adding such interest to the principal amount of the applicable Term Loans on the applicable Interest Payment Date; provided that to the extent permitted by the ABL Credit Facility, the Term Loan Credit Facility and an Intercreditor Agreement, the Company may elect that all or a portion of interest due on an Interest Payment Date shall be paid in cash by providing written notice to the Administrative Agent at least five Business Days prior to the applicable Interest Payment Date specifying the amount of interest to be paid in cash. The Third Lien Credit Facility matures on August 26, 2024. The obligations under the Third Lien Credit Facility are guaranteed by each of the Company’s domestic subsidiaries pursuant to a guaranty included in the Third Lien Credit Agreement. As security for the Company’s and its subsidiaries’ obligations under the Third Lien Credit Agreement, each of the Company and its domestic subsidiaries have granted a third priority lien on substantially all of their assets (including their equipment (including, without limitation, rolling stock, aircraft, aircraft engines and aircraft parts)) and proceeds and accounts related thereto, and substantially all of the Company’s and its domestic subsidiaries’ other tangible and intangible personal property, including the capital stock of certain of the Company’s direct and indirect subsidiaries. The Third Lien Credit Agreement 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 in such agreements. The Third Lien Credit Agreement 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 Third Lien Credit Agreement to be in full force and effect, and a change of control of the Company. As of December 31, 2019, the Company owed Elliot $40.5 million under the Third Lien Credit Facility. On November 27, 2019, the Company and its direct and indirect domestic subsidiaries entered into the Fourth Term Loan Facility Amendment. Pursuant to the Fourth Term Loan Facility Amendment, the Term Loan Credit Facility was amended to, among other things, (i) revise certain schedules, and (ii) waive the Specified Defaults that arose from the failure to previously update a schedule of the Aircraft owned by the Loan Parties (as each such term is defined in the Term Loan Credit Facility). The Company's operating companies have contracts with certain purchased transportation providers that are considered related parties. The Company paid an aggregate of $23.4 million and $29.4 million to these purchased transportation providers during the years ended December 31, 2019 and 2018 , respectively. The Company has a number of facility leases with related parties and paid an aggregate of $0.1 million and $1.2 million under these leases during the years ended December 31, 2019 and 2018 , respectively. The Company owns 37.5% of Central Minnesota Logistics (“CML”) which operates as one of the Company's brokerage agents. The Company paid CML broker commissions of $3.4 million and $3.1 million during the years ended December 31, 2019 and 2018 , respectively. The Company has a jet fuel purchase agreement with a related party and paid an aggregate of $1.9 million and $2.1 million during the years ended December 31, 2019 and 2018 , respectively. The Company leases certain equipment through leasing companies owned by related parties and paid an aggregate of $2.1 million and $4.6 million during the years ended December 31, 2019 and 2018 , respectively. 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 14, “Commitments and Contingencies”, to our 2019 consolidated financial statements included in this Annual Report on Form 10-K for the year ended December 31, 2019. 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. The Company paid HCI $4.2 million under this agreement during the year ended December 31, 2019 . 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 312,065 shares of its common stock held by HCI and its affiliates. HCI has completed the sale of all the shares covered by the registration statement in open-market transactions to unaffiliated purchasers. The Company did not receive any cash proceeds from the offer and sale of the shares of common stock sold by HCI. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | 16. Segment Reporting The Company determines its segments based on the information utilized by the chief operating decision maker (“CODM”), the Company’s Chief Executive Officer, to allocate resources and assess performance. Based on this information, the Company has determined that it has four segments: Ascent TM, Ascent OD, LTL and TL. The Company changed its segment reporting effective April 1, 2019 when the CODM began assessing performance of the Ascent OD air and ground expedite business, separately from its truckload 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 16% of revenue, or approximately $292.9 million , $268.1 million and $245.4 million , within the Company's Ascent OD and TL segments, for the years ended December 31, 2019 , 2018 and 2017 , respectively. The following table reflects certain financial data of the Company’s segments (in thousands): Year Ended December 31, 2019 2018 2017 Revenues: Ascent TM $ 505,753 $ 573,072 $ 570,223 Ascent OD 465,512 672,965 548,059 LTL 430,806 452,281 463,519 TL 475,074 572,701 553,184 Eliminations (5) (29,283 ) (54,878 ) (43,694 ) Total $ 1,847,862 $ 2,216,141 $ 2,091,291 Impairment charges: Ascent TM $ 74,636 $ — $ 4,402 Ascent OD — — — LTL 1,076 — — TL 107,261 1,582 — Corporate 14,123 — — Total $ 197,096 $ 1,582 $ 4,402 Operating (loss) income: Ascent TM $ (58,039 ) $ 28,465 $ 22,493 Ascent OD 4,450 30,464 21,632 LTL (35,567 ) (26,892 ) (26,383 ) TL (1) (172,985 ) (28,367 ) (15,643 ) Corporate (2) (59,774 ) (62,169 ) (38,551 ) Total (321,915 ) (58,499 ) (36,452 ) Interest expense 20,412 116,912 64,049 Loss from debt restructuring 2,270 — 15,876 Loss before income taxes $ (344,597 ) $ (175,411 ) $ (116,377 ) Depreciation and amortization: Ascent TM $ 6,318 $ 5,049 $ 5,965 Ascent OD 8,664 8,230 7,985 LTL 5,422 3,854 4,353 TL 28,918 20,577 17,550 Corporate 9,682 5,057 1,894 Total $ 59,004 $ 42,767 $ 37,747 Capital expenditures (3) : Ascent TM $ 3,144 $ 2,087 $ 1,397 Ascent OD 4,559 4,978 4,695 LTL 5,486 1,122 1,641 TL 9,302 4,799 7,138 Corporate (4) 62,857 60,110 6,839 Total $ 85,348 $ 73,096 $ 21,710 December 31, 2019 2018 2017 Total assets: Ascent TM $ 216,616 $ 276,994 $ 271,400 Ascent OD 115,544 136,795 190,162 LTL 115,643 73,706 79,065 TL 107,243 244,760 272,327 Corporate 116,563 123,921 68,445 Eliminations (5) (1,212 ) (2,719 ) (5,356 ) Total $ 670,397 $ 853,457 $ 876,043 (1) Operations restructuring of $20.6 million and $4.7 million are included within TL segment for the years ended December 31, 2019 and 2018, respectively. See Note 17, “Restructuring Costs” to the consolidated financial statements for additional information. (2) Gain on sale of Intermodal and D&E Transport of $37.2 million is included within Corporate for the year ended 2019. Gain from sale of Unitrans of $35.4 million is included within Corporate for the year ended December 31, 2017. (3) Includes non-cash finance leases and capital expenditures not yet paid. (4) For the year ended December 31, 2019, includes $45.7 million of rolling stock assets that are purchased and leased by REL of which 61% was allocated to TL, 38% to LTL, and 1% to Ascent TM. For the year ended December 31, 2018, includes $45.6 million of rolling stock assets that are purchased and leased by REL of which, 75% was allocated to TL, 10% to LTL and 15% to Ascent TM. (5) Eliminations represents intercompany trade receivable balances between the four segments. |
Restructuring Costs (Notes)
Restructuring Costs (Notes) | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Restructuring Costs On September 30, 2019, the Company announced the downsizing of its unprofitable dry van business, which is part of its TL segment. The downsizing includes costs associated with the reduction of dry van tractor and trailer fleets, the closing of certain terminal locations and elimination of various positions. As a result, the Company recorded operations restructuring costs of $20.6 million related to fleet reductions, terminal closings, and severance costs. Fleet impairment charges and lease termination costs totaled $10.6 million , of which $8.1 million relates to idled leased assets that will be disposed of in future periods, with the remaining $2.5 million related to tractors and trailers that are no longer being used. In the second quarter of 2018, the Company restructured its temperature-controlled truckload business, which is part of the TL segment, 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, 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. The following is a rollforward of the Company's restructuring reserve balance as of December 31, 2019 (in thousands). Restructuring reserves Beginning balance at June 30, 2018 $ 3,375 Charges/Adjustments (597 ) Payments (2,234 ) Ending balance at December 31, 2018 $ 544 Charges 9,948 Adjustments (79 ) Payments (9,070 ) Ending balance at December 31, 2019 $ 1,343 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 $13.7 million , $22.2 million and $32.3 million for the years ended December 31, 2019 , 2018 and 2017, respectively. These costs are included in other operating expenses. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Sale of Prime On January 28, 2020, the Company entered into a definitive agreement to sell its subsidiary Prime Distribution Services, Inc. to C.H. Robinson Worldwide, Inc. for $225 million , subject to customary purchase price and working capital adjustments. The transaction closed on March 2, 2020. ABL Credit Facility and Term Loan Credit Agreement On March 2, 2020, the Company repaid in full and terminated the Term Loan Credit Agreement. The Company repaid all amounts outstanding under the ABL Credit Facility. New Asset-Based Lending Credit Agreement On March 2, 2020, the Company and its direct and indirect domestic subsidiaries entered into a new credit agreement (the “new ABL Credit Agreement”) with BMO Harris Bank N.A., as Administrative Agent, Lender, Letter of Credit Issuer and Swing Line Lender (the “new ABL Credit Facility”). The new ABL Credit Facility consists of a $50.0 million asset-based revolving line of credit, of which up to (i) $1.0 million may be used for Swing Line Loans (as defined in the new ABL Credit Agreement), and (ii) $13.0 million may be used for letters of credit. The new ABL Credit Facility matures on April 1, 2021. Advances under the new ABL Credit Facility bear interest at either: (a) the LIBOR Rate (as defined in the new ABL Credit Agreement), plus an applicable margin of 4.00% ; or (b) the Base Rate (as defined in the ABL Credit Agreement), plus an applicable margin of 3.00% . The Company’s ability to borrow under the new ABL Credit Facility is reduced by credit availability blocks, currently in the amount of $18.5 million , and the amount of outstanding letters of credit, approximately $13 million . As of March 30, 2020, the Company has $18.5 million available under the new ABL Credit Facility. The obligations under the new ABL Credit Agreement are guaranteed by each of its domestic subsidiaries pursuant to a guaranty included in the new ABL Credit Agreement. As security for the Company’s and its domestic subsidiaries’ obligations under the new ABL Credit Agreement, each of the Company and its domestic subsidiaries have granted a first priority lien on substantially all its domestic subsidiaries’ tangible and intangible personal property, including accounts receivable, equipment (including rolling stock and aircraft) and the capital stock of certain of the Company’s direct and indirect subsidiaries. The new ABL Credit Agreement contains a minimum fixed charge coverage ratio financial covenant that must be maintained when excess availability falls below a specified amount. In addition, the new ABL Credit Agreement 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 in such agreements. The new ABL Credit Agreement 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 new ABL Credit Agreement to be in full force and effect, and a change of control of the Company’s business. CARES Act On March 27, 2020 the CARES Act, was signed into law. The CARES Act includes several significant business tax provisions, that are available to the Company, that, among other things, would allow businesses to carry back net operating losses arising in 2018, 2019, and 2020 to the five prior tax years; defer the remittance to the government of the employee share of some payroll taxes, a temporary repeal of aviation excise taxes; and provide for acceleration of refunds of previously generated AMT credits. |
Organization, Nature of Busin_2
Organization, Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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 was organized into the following four segments effective April 1, 2019 : Ascent Transportation Management (“Ascent TM”), Ascent On-Demand (“Ascent OD”), Less-than-Truckload (“LTL”) and Truckload (“TL”). Within its Ascent TM segment, the Company provides third-party domestic freight management, international freight forwarding, customs brokerage and retail consolidation solutions. Within its Ascent OD segment, the Company provides premium mission critical air and ground expedite and logistics operations. Within its LTL segment, the Company's services involve the pickup, consolidation, linehaul, deconsolidation, and delivery of LTL shipments. Within its TL segment, the Company provides the following services: scheduled and expedited dry van truckload, temperature controlled truckload and other warehousing operations. |
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. |
Reverse Stock Split | Reverse Stock Split On April 4, 2019, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), to effect a reverse stock split (the “Reverse Stock Split”), as described in its Definitive Information Statement on Schedule 14C filed with the SEC on March 15, 2019. As a result, the Reverse Stock Split took effect on April 4, 2019 and the Company’s common stock began trading on a split-adjusted basis when the market opened on April 5, 2019. Pursuant to the Reverse Stock Split, shares of the Company’s common stock were automatically consolidated at the rate of 1-for-25 without any further action on the part of the Company’s stockholders. All fractional shares owned by each stockholder were aggregated and to the extent after aggregating all fractional shares any stockholder was entitled to a fraction of a share, such stockholder became entitled to receive, in lieu of the issuance of such fractional share, a cash payment based on a pre-split cash rate of $0.4235 , which is the volume weighted average trading price per share on the New York Stock Exchange (“NYSE”) for the five consecutive trading days immediately preceding April 4, 2019. Following the Reverse Stock Split, the number of outstanding shares of the Company’s common stock was reduced by a factor of 25 to approximately 37,561,532 . The number of authorized shares of common stock was also reduced by a factor of 25 to 44,000,000 . All references to numbers of common shares and per common share data in these consolidated financial statements and related notes have been retroactively adjusted to account for the effect of the Reverse Stock Split for all periods presented. |
Change in Accounting Principle | Change in Accounting Principle On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The Company elected to adopt Topic 842 using an optional alternative method of adoption, referred to as the “Comparatives Under ASC 840 Approach,” which allows companies to apply the new requirements to only those leases that existed as of January 1, 2019. Under the Comparatives ASC 840 Approach, the date of initial application is January 1, 2019 with no retrospective restatements. As such, there was no impact to historical comparative income statements and the balance sheet assets and liabilities have been recognized in 2019 in accordance with ASC 842. Upon adoption, the Company recognized a lease liability, initially measured at the present value of the lease payments, of $135 million with a corresponding right-of-use asset for operating leases. The Company's accounting for finance leases is essentially unchanged. As part of its adoption of Topic 842 the Company elected the “package of three” practical expedient, which, among other things, does not require the Company to reassess lease classification for expired or existing contracts upon adoption. The Company also elected to not use hindsight in assessing existing lease terms at the transition date. Lessees can also make an accounting policy election to not recognize an asset and liability for leases with a term of twelve months or less, which the Company elected. The Company also elected the practical expedient to treat lease and non-lease components as a single lease component. 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 four 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 2019 and 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 (“CODM”), to allocate resources and assess performance. Based on this information, the Company has determined that it has four segments: Ascent TM, Ascent OD, LTL and TL. The Company changed its segment reporting effective April 1, 2019 when the CODM began assessing performance of the Ascent OD air and ground expedite business, separately from its truckload business. Segment information for prior periods have 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 $8.3 million and $10.0 million as of December 31, 2019 and 2018 , 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 3-10 years Office equipment, furniture, and fixtures 3-10 years Dock, warehouse, and other equipment 3-10 years Tractors and trailers 3-15 years Aircraft fleet and spare parts 2-10 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 of 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 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. 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, “Goodwill and Intangible Assets” to the consolidated financial statements for additional information. |
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, 2019 and 2018 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 8, “Fair Value Measurement” to the consolidated financial statements. 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. |
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 the performance restricted stock units is measured at fair value using the Monte Carlo method. The cost for 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 between three and four years . |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of 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 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 four segments, Ascent TM, Ascent OD, LTL and TL as presented in Note 16 “Segment Reporting” to the consolidated financial statements. Performance Obligations - A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the basis of revenue recognition, in accordance with GAAP. 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. The Company has $10.6 million and $7.8 million of unbilled amounts recorded in accounts receivable and $7.7 million and $6.1 million of accrued freight costs recorded in accounts payable as of December 31, 2019 and December 31, 2018, respectively. |
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. |
Liquidity | Liquidity The Company’s primary cash needs are and have been to fund its operations, normal working capital requirements, repay its indebtedness, and finance capital expenditures. The Company has taken a number of actions to continue to support its operations and meet its obligations in light of the incurred losses and negative cash flows experienced over the past several years. The Company completed various financing transactions in 2019, including the February 2019 closing of the $200.0 million ABL Credit Facility and the completion of the $61.1 million Term Loan Credit Facility, both maturing on February 28, 2024. In August 2019, the Company entered into a Fee Letter with entities affiliated with Elliott Management Corporation (“Elliott”) to arrange for Letters of Credit in an aggregate Face Amount of $20.0 million to support the Company's obligations under the ABL Credit Facility. The Face Amount was subsequently increased to $30.0 million later in August 2019 and then to $45.0 million in October 2019. In September 2019, the Company issued Revolving Notes to entities affiliated with Elliott. Pursuant to the Revolving Notes, the Company may borrow from time to time up to $20.0 million from Elliott on a revolving basis. On November 5, 2019, the Company entered into amendments to the ABL Credit Facility and the Term Loan Credit Facility which enabled the Company to enter into the Third Lien Credit Facility with Elliott Associates, L.P. and Elliott International, L.P, as Lenders, and U.S. Bank National Association, as Administrative Agent. The Third Lien Credit Facility allows the Company to request, subject to approval by the Lenders, additional financing up to $100.0 million and matures on August 24, 2026. The Company used the initial $20.0 million Term Loan Commitment under the Third Lien Credit Facility to refinance its Revolving Notes. Additionally, on November 5, 2019, the Company completed the sale of its Roadrunner Intermodal Services business to Universal Logistics Holdings, Inc. for $51.3 million in cash, subject to customary purchase price and working capital adjustments. On December 9, 2019, the Company completed the sale of its Flatbed business unit, for $30.0 million in cash, subject to customary purchase price and working capital adjustments. See Note 6 for the definitions of the capitalized terms used in this paragraph and for further discussion of these financing transactions. The Company also completed various financing transactions subsequent to the date of the financial statements. On January 28, 2020, the Company, entered into a definitive agreement to sell its subsidiary Prime Distribution Services, Inc. to C.H. Robinson Worldwide, Inc. for $225.0 million , subject to customary purchase price and working capital adjustments. The transaction closed March 2, 2020. On March 2, 2020, the Company repaid in full and terminated the Term Loan Credit Agreement. The Company also repaid all amounts outstanding under the ABL Credit Facility. On March 2, 2020, the Company and its direct and indirect domestic subsidiaries entered into a new ABL credit agreement with BMO Harris Bank N.A., as Administrative Agent, Lender, Letter of Credit Issuer and Swing Line Lender. The new ABL Credit Facility consists of a $50.0 million asset-based revolving line of credit. See Note 16 for the definitions of the capitalized terms used in this paragraph and further discussion of these subsequent events. |
New Accounting Pronouncements | New Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The amendments in ASU 2016-13 require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. In addition, ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The amendment is effective for public entities for annual reporting periods beginning after December 15, 2019, however early application is permitted for reporting periods beginning after December 15, 2018. The Company adopted ASU 2016-13 on January 1, 2020 and it did not have a material impact on the consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which is effective for the Company in 2020. The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by these amendments. The Company adopted ASU 2018-15 on January 1, 2020 and it did not have a material impact on the consolidated financial statements. |
Organization, Nature of Busin_3
Organization, Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 2017 Beginning balance $ 9,980 $ 10,891 $ 18,573 Divestitures (342 ) — (91 ) Provision, charged to expense 4,093 3,479 5,964 Write-offs, less recoveries (5,452 ) (4,390 ) (13,555 ) Ending balance $ 8,279 $ 9,980 $ 10,891 |
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 3-10 years Office equipment, furniture, and fixtures 3-10 years Dock, warehouse, and other equipment 3-10 years Tractors and trailers 3-15 years Aircraft fleet and spare parts 2-10 years Property and equipment consisted of the following as of December 31 (in thousands): 2019 2018 Land $ 794 $ 3,722 Buildings and leasehold improvements 21,223 21,276 Computer equipment 24,426 22,013 Internal use software 39,397 42,993 Office equipment, furniture, and fixtures 8,122 9,473 Dock, warehouse, and other equipment 16,131 10,675 Tractors and trailers 155,024 173,861 Aircraft fleet and rotable spare parts 38,371 34,770 Property and equipment, gross 303,488 318,783 Less: Accumulated depreciation (142,854 ) (130,077 ) Property and equipment, net $ 160,634 $ 188,706 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 3-10 years Office equipment, furniture, and fixtures 3-10 years Dock, warehouse, and other equipment 3-10 years Tractors and trailers 3-15 years Aircraft fleet and spare parts 2-10 years Property and equipment consisted of the following as of December 31 (in thousands): 2019 2018 Land $ 794 $ 3,722 Buildings and leasehold improvements 21,223 21,276 Computer equipment 24,426 22,013 Internal use software 39,397 42,993 Office equipment, furniture, and fixtures 8,122 9,473 Dock, warehouse, and other equipment 16,131 10,675 Tractors and trailers 155,024 173,861 Aircraft fleet and rotable spare parts 38,371 34,770 Property and equipment, gross 303,488 318,783 Less: Accumulated depreciation (142,854 ) (130,077 ) Property and equipment, net $ 160,634 $ 188,706 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Fair Value as of the Measurement Date | The fair value as of the measurement date, net book value as of the end of the year and related impairment charge for assets measured at fair value on a nonrecurring basis subsequent to initial recognition during the years ended December 31, 2019, 2018 and 2017 were as follows: Year Ended December 31, 2019 Impairment Charge Fair Value Measurement (Level 3) Net Book Value Long-lived assets $ 30,613 $ 10,794 $ 10,794 Goodwill 167,561 97,265 97,265 Other intangible assets 9,535 — — Total $ 207,709 $ 108,059 $ 108,059 Year Ended December 31, 2018 Impairment Charge Fair Value Measurement (Level 3) Net Book Value Long-lived assets $ 1,582 $ 2,271 $ 2,271 Total $ 1,582 $ 2,271 $ 2,271 Year Ended December 31, 2017 Impairment Charge Fair Value Measurement (Level 3) Net Book Value Goodwill $ 4,402 $ 264,826 $ 264,826 Total $ 4,402 $ 264,826 $ 264,826 |
Sensitivity analysis of reporting units' fair value | table below 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 December 31, 2019. Approximate Percent Change in Estimated Fair Value +/- 50 bps Discount Rate +/- 50bps Growth Rate Domestic and International Logistics reporting unit (1.7%) / 3.4% 1.7% / (0.9%) |
Rollforward of goodwill by reportable segment | The following is a roll forward of the Company's accumulated goodwill impairment charges as of December 31, 2019 by segment (in thousands): Ascent TM Ascent OD LTL TL Total Balance as of December 31, 2016 $ 42,631 $ — $ 197,312 $ 132,408 $ 372,351 Impairment charges in 2017 4,402 — — — 4,402 Impairment charges in 2018 — — — — — Impairment charges in 2019 74,635 — — 92,926 167,561 Balance as of December 31, 2019 $ 121,668 $ — $ 197,312 $ 225,334 $ 544,314 The following is a roll forward of the Company's goodwill, net of impairment, from December 31, 2016 to December 31, 2019 (in thousands): Ascent TM Ascent OD LTL TL Total Goodwill balance as of December 31, 2016 $ 219,145 $ — $ — $ 93,396 $ 312,541 Adjustments to goodwill for purchase accounting — — — (470 ) (470 ) Adjustment to goodwill for sale of Unitrans (42,843 ) — — — (42,843 ) Goodwill impairment charges (4,402 ) — — — (4,402 ) Goodwill balance as of December 31, 2017 $ 171,900 $ — $ — $ 92,926 $ 264,826 Goodwill balance as of December 31, 2018 $ 171,900 $ — $ — $ 92,926 $ 264,826 Goodwill impairment charges (74,635 ) — — (92,926 ) (167,561 ) Goodwill balance as of December 31, 2019 $ 97,265 $ — $ — $ — $ 97,265 |
Intangible assets | 2019 2018 Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Ascent TM $ 27,152 $ (19,534 ) $ 7,618 $ 27,152 $ (17,248 ) $ 9,904 Ascent OD 31,547 (13,710 ) 17,837 31,547 (11,139 ) 20,408 LTL 800 (800 ) — 2,498 (1,925 ) 573 TL 4,508 (3,980 ) 528 23,461 (11,820 ) 11,641 Total intangible assets $ 64,007 $ (38,024 ) $ 25,983 $ 84,658 $ (42,132 ) $ 42,526 |
Estimated amortization expense | Estimated amortization expense for each of the next five years based on intangible assets as of December 31, 2019 is as follows (in thousands): Year Ending: 2020 $ 4,706 2021 4,561 2022 4,229 2023 4,061 2024 3,444 Thereafter 4,982 Total $ 25,983 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Lease, Cost | Supplemental cash flow information related to leases for the year ended December 31, 2019 is as follows (in thousands): Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 46,130 Operating cash flows for finance leases 5,603 Financing cash flows for finance leases 39,765 Right-of-use assets added for operating leases: Operating leases $ 36,325 Amounts recognized in the consolidated statement of operations related to the Company's lease portfolio for the year ended December 31, 2019 are as follows (in thousands): Lease component Classification Year Ended December 31, Rent expense - operating leases Other operating expenses $ 63,797 Amortization of finance lease assets Depreciation and amortization $ 14,048 Interest on finance lease liabilities Interest expense - debt $ 5,603 |
Balance Sheet | Amounts recognized in the consolidated balance sheets related to the Company's lease portfolio are as follows (in thousands): December 31, Assets: Finance lease assets, net (included in property and equipment) $ 64,241 Operating lease right-of-use asset 116,926 Total lease assets $ 181,167 Liabilities: Current finance lease liability $ 15,600 Current operating lease liability 38,566 Long-term finance lease liability 51,338 Long-term operating lease liability 93,403 Total lease liabilities $ 198,907 |
Lessee, Operating Lease, Liability, Maturity | Aggregate future minimum lease payments under noncancelable operating and finance leases with an initial term in excess of one year were as follows as of December 31, 2019 (in thousands): Year Ending: Operating leases Finance leases Total 2020 $ 46,641 $ 19,910 $ 66,551 2021 33,536 22,761 56,297 2022 28,934 13,818 42,752 2023 23,966 11,050 35,016 2024 10,090 10,138 20,228 Thereafter 11,372 1,328 12,700 Total $ 154,539 $ 79,005 $ 233,544 Less: Interest (22,570 ) (12,067 ) (34,637 ) Present value of lease liabilities $ 131,969 $ 66,938 $ 198,907 |
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: Total 2019 $ 45,713 2020 34,920 2021 25,536 2022 21,413 2023 17,920 Thereafter 17,556 Total $ 163,058 |
Schedule of Weighted Average Remaining Lease Term and Discount Rate | The weighted average remaining lease term and discount rate used in computing the lease liabilities as of December 31, 2019 were as follows: Weighted average remaining lease term (in years) Operating leases 4.0 Finance leases 4.3 Weighted average discount rate Operating leases 7.2 % Finance leases 7.9 % |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-term debt | The Company's debt consisted of the following at December 31 (in thousands): December 31, 2019 December 31, 2018 ABL Credit Facility $ 129,851 $ — Term Loan Credit Facility 37,539 — Third Lien Credit Facility 40,462 — Prior ABL Facility: Revolving credit facility — 134,532 Term loan — 37,333 Total debt $ 207,852 $ 171,865 Less: Debt issuance costs and discount (3,092 ) (3,098 ) Total debt, net of debt issuance costs and discount $ 204,760 $ 168,767 Less: Current maturities (11,525 ) (13,171 ) Total debt, net of current maturities $ 193,235 $ 155,596 |
Schedule of Maturities of Long-term Debt | Maturities for each of the next five years based on debt as of December 31, 2019 are as follows (in thousands): Year Ending: 2020 $ 11,525 2021 10,978 2022 10,802 2023 4,234 2024 170,313 Total $ 207,852 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Preferred Stock [Abstract] | |
Schedule of Preferred Stock | Preferred stock as of December 31, 2018 consisted of the following (in thousands): 2018 Preferred stock: Series B Preferred $ 205,972 Series C Preferred 102,098 Series D Preferred 900 Series E Preferred 47,367 Series E-1 Preferred 46,547 Total Preferred stock $ 402,884 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% |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 (in thousands). 2019 2018 Balance, beginning of period $ 402,884 $ 263,317 Issuance of preferred stock at fair value — 34,999 Redemption of preferred stock (402,884 ) — Change in fair value of preferred stock (1) — 104,568 Balance, end of period $ — $ 402,884 (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, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of RSU Activity | The following table summarizes the nonvested performance restricted stock units as of December 31, 2019 : Number of Performance Restricted Stock Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Nonvested as of December 31, 2018 — $ — 0.0 Granted 1,480,940 18.48 Vested — — Forfeitures (668,400 ) 18.59 Nonvested as of December 31, 2019 812,540 $ 18.39 3.0 The following table summarizes the nonvested restricted stock units as of December 31, 2019 and 2018 : Number of Restricted Stock Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Nonvested as of December 31, 2017 14,358 $ 250.95 2.7 Granted 22,320 66.75 Vested (4,651 ) 315.50 Forfeitures (3,462 ) 109.48 Nonvested as of December 31, 2018 28,565 $ 113.66 2.3 Granted 1,314,940 11.40 Vested (510,513 ) 5.35 Forfeitures (128,630 ) 15.42 Nonvested as of December 31, 2019 704,362 $ 14.37 2.9 |
Schedule of Fair Value Assumptions | Performance restricted stock units fair value assumptions for those units granted during the year ended December 31, 2019 are as follows: Risk free interest rate 1.5% to 2.4% Dividend yield — Expected volatility 52.5% to 60.0% Peer group volatility 23.7% to 77.6% Stock option fair value assumptions for the stock options granted during the year ended December 31, 2019 are as follows: Option life (years) 7 years Risk free interest rate 1.5% to 2.3% Dividend yield — Expected volatility 52.5% to 60.0% Expected life (years) 4-5 years Weighted average fair value of stock options granted $4.92 |
Schedule of Option Activity | A summary of the option activity for the years ended December 31, 2019 and 2018 is as follows: Shares Weighted Weighted Average Remaining Contractual Outstanding as of December 31, 2017 49,980 $ 221.15 4.9 Granted — — Forfeited (5,684 ) 239.66 Outstanding as of December 31, 2018 44,296 $ 218.78 4.1 Granted 662,263 12.36 Forfeited (299,535 ) 28.90 Outstanding as of December 31, 2019 407,024 $ 22.63 6.2 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 2017 Current: Federal $ — $ — $ — State, local, and foreign (646 ) 810 1,875 Deferred: Federal (2,052 ) (9,664 ) (27,118 ) State, local, and foreign (962 ) (960 ) 52 Benefit from income taxes $ (3,660 ) $ (9,814 ) $ (25,191 ) |
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 loss before income taxes as shown in the following reconciliations (in thousands): Year Ended December 31, 2019 2018 2017 Statutory federal rate $ (72,365 ) $ (36,836 ) $ (40,732 ) Goodwill impairment 26,229 — 1,020 Gain from sale of businesses (7,550 ) — (1,161 ) State income taxes — net of federal benefit (8,001 ) (2,358 ) (1,465 ) Interest expense - preferred stock — 22,195 20,459 Effect of change in U.S. statutory income tax rate — — (7,413 ) Change in valuation allowance 55,150 7,204 1,989 Other 2,877 (19 ) 2,112 Total $ (3,660 ) $ (9,814 ) $ (25,191 ) |
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): 2019 2018 Deferred income tax assets: Accounts receivable $ 2,044 $ 2,442 Accrued expenses and other current liabilities 9,652 13,695 Net operating loss carryforwards 60,993 28,153 Interest expense carryforwards 5,887 2,334 Operating lease liability 32,254 — Other, net 1,700 890 Total $ 112,530 $ 47,514 Valuation allowance (66,295 ) (11,145 ) Total, net of valuation allowance $ 46,235 $ 36,369 Deferred income tax liabilities: Prepaid expenses and other current assets $ (4,700 ) $ (4,324 ) Goodwill and intangible assets (1,315 ) (12,699 ) Property and equipment (12,588 ) (23,299 ) Operating lease right-of-use asset (28,572 ) — Total $ (47,175 ) $ (40,322 ) Net deferred tax liabilities $ (940 ) $ (3,953 ) |
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): 2019 2018 2017 Balance as of January 1 $ 1,283 $ 1,311 $ 737 Additions for prior years' tax positions 104 142 574 Reductions for prior years' tax positions — (21 ) — Lapse of statute of limitations (311 ) (149 ) — Balance as of December 31 $ 1,076 $ 1,283 $ 1,311 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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: Total 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, 2019 | |
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, 2019 2018 2017 Revenues: Ascent TM $ 505,753 $ 573,072 $ 570,223 Ascent OD 465,512 672,965 548,059 LTL 430,806 452,281 463,519 TL 475,074 572,701 553,184 Eliminations (5) (29,283 ) (54,878 ) (43,694 ) Total $ 1,847,862 $ 2,216,141 $ 2,091,291 Impairment charges: Ascent TM $ 74,636 $ — $ 4,402 Ascent OD — — — LTL 1,076 — — TL 107,261 1,582 — Corporate 14,123 — — Total $ 197,096 $ 1,582 $ 4,402 Operating (loss) income: Ascent TM $ (58,039 ) $ 28,465 $ 22,493 Ascent OD 4,450 30,464 21,632 LTL (35,567 ) (26,892 ) (26,383 ) TL (1) (172,985 ) (28,367 ) (15,643 ) Corporate (2) (59,774 ) (62,169 ) (38,551 ) Total (321,915 ) (58,499 ) (36,452 ) Interest expense 20,412 116,912 64,049 Loss from debt restructuring 2,270 — 15,876 Loss before income taxes $ (344,597 ) $ (175,411 ) $ (116,377 ) Depreciation and amortization: Ascent TM $ 6,318 $ 5,049 $ 5,965 Ascent OD 8,664 8,230 7,985 LTL 5,422 3,854 4,353 TL 28,918 20,577 17,550 Corporate 9,682 5,057 1,894 Total $ 59,004 $ 42,767 $ 37,747 Capital expenditures (3) : Ascent TM $ 3,144 $ 2,087 $ 1,397 Ascent OD 4,559 4,978 4,695 LTL 5,486 1,122 1,641 TL 9,302 4,799 7,138 Corporate (4) 62,857 60,110 6,839 Total $ 85,348 $ 73,096 $ 21,710 December 31, 2019 2018 2017 Total assets: Ascent TM $ 216,616 $ 276,994 $ 271,400 Ascent OD 115,544 136,795 190,162 LTL 115,643 73,706 79,065 TL 107,243 244,760 272,327 Corporate 116,563 123,921 68,445 Eliminations (5) (1,212 ) (2,719 ) (5,356 ) Total $ 670,397 $ 853,457 $ 876,043 (1) Operations restructuring of $20.6 million and $4.7 million are included within TL segment for the years ended December 31, 2019 and 2018, respectively. See Note 17, “Restructuring Costs” to the consolidated financial statements for additional information. (2) Gain on sale of Intermodal and D&E Transport of $37.2 million is included within Corporate for the year ended 2019. Gain from sale of Unitrans of $35.4 million is included within Corporate for the year ended December 31, 2017. (3) Includes non-cash finance leases and capital expenditures not yet paid. (4) For the year ended December 31, 2019, includes $45.7 million of rolling stock assets that are purchased and leased by REL of which 61% was allocated to TL, 38% to LTL, and 1% to Ascent TM. For the year ended December 31, 2018, includes $45.6 million of rolling stock assets that are purchased and leased by REL of which, 75% was allocated to TL, 10% to LTL and 15% to Ascent TM. (5) Eliminations represents intercompany trade receivable balances between the four segments. |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | The following is a rollforward of the Company's restructuring reserve balance as of December 31, 2019 (in thousands). Restructuring reserves Beginning balance at June 30, 2018 $ 3,375 Charges/Adjustments (597 ) Payments (2,234 ) Ending balance at December 31, 2018 $ 544 Charges 9,948 Adjustments (79 ) Payments (9,070 ) Ending balance at December 31, 2019 $ 1,343 |
Organization Nature of Business
Organization Nature of Business and Significant Accounting Policies (Details) | Jan. 28, 2020USD ($) | Dec. 09, 2019USD ($) | Nov. 05, 2019USD ($) | Apr. 04, 2019$ / sharesshares | Feb. 26, 2019shares | Dec. 27, 2018shares | Feb. 26, 2019USD ($)shares | Mar. 31, 2019USD ($)SegmentUnitsshares | Dec. 31, 2019USD ($)Segmentshares | Dec. 31, 2019USD ($)reporting_unitshares | Dec. 31, 2019USD ($)Unitsshares | Dec. 31, 2019USD ($)Segmentshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Mar. 02, 2020USD ($) | Oct. 31, 2019USD ($) | Oct. 21, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 20, 2019USD ($) | Aug. 31, 2019USD ($) | Aug. 20, 2019USD ($) | Aug. 02, 2019USD ($) | Aug. 01, 2019USD ($) | Feb. 28, 2019USD ($) | Jan. 01, 2019USD ($) | Dec. 19, 2018shares | Sep. 30, 2018shares | Jan. 01, 2018USD ($) | Jul. 21, 2017USD ($) | Dec. 31, 2016shares |
Organization Nature of Business and Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||
Number of operating segments | Segment | 3 | 4 | 4 | |||||||||||||||||||||||||||
Cash payment based on a pre-split cash rate | $ / shares | $ 0.4235 | |||||||||||||||||||||||||||||
Conversion ratio | 0.04 | |||||||||||||||||||||||||||||
Common stock, shares outstanding (in shares) | shares | 37,870,000 | 37,870,000 | 37,870,000 | 37,870,000 | 1,556,000 | |||||||||||||||||||||||||
Common stock, shares authorized (in shares) | shares | 44,000,000 | 44,000,000 | 44,000,000 | 44,000,000 | 44,000,000 | 4,200,000 | 44,000,000 | 4,200,000 | ||||||||||||||||||||||
Operating lease right-of-use asset | $ 116,926,000 | $ 116,926,000 | $ 116,926,000 | $ 116,926,000 | ||||||||||||||||||||||||||
Operating lease liability | 131,969,000 | 131,969,000 | 131,969,000 | 131,969,000 | ||||||||||||||||||||||||||
Debt issuance costs | 3,092,000 | $ 3,092,000 | $ 3,092,000 | 3,092,000 | $ 3,098,000 | |||||||||||||||||||||||||
Number of reporting units | 4 | 5 | 5 | |||||||||||||||||||||||||||
Impairment charges | 197,096,000 | 1,582,000 | $ 4,402,000 | |||||||||||||||||||||||||||
Non-cash impairment charges | 9,500,000 | |||||||||||||||||||||||||||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||||||||||||||||||||||||||||
Beginning balance | $ 9,980,000 | $ 9,980,000 | 9,980,000 | 10,891,000 | 18,573,000 | |||||||||||||||||||||||||
Divestitures | (342,000) | 0 | (91,000) | |||||||||||||||||||||||||||
Provision, charged to expense | 4,093,000 | 3,479,000 | 5,964,000 | |||||||||||||||||||||||||||
Write-offs, less recoveries | (5,452,000) | (4,390,000) | (13,555,000) | |||||||||||||||||||||||||||
Ending balance | 8,279,000 | 9,980,000 | 10,891,000 | |||||||||||||||||||||||||||
Cumulative effect of change in accounting principle | $ 886,000 | |||||||||||||||||||||||||||||
Unbilled amounts recorded in accounts receivable | 10,600,000 | $ 10,600,000 | $ 10,600,000 | 10,600,000 | 7,800,000 | |||||||||||||||||||||||||
Freight costs recorded in accounts payable | 7,700,000 | 7,700,000 | 7,700,000 | 7,700,000 | 6,100,000 | |||||||||||||||||||||||||
Long-term Debt | $ 204,760,000 | $ 204,760,000 | $ 204,760,000 | 204,760,000 | 168,767,000 | |||||||||||||||||||||||||
Proceeds from sale of businesses | $ 84,791,000 | 0 | 88,512,000 | |||||||||||||||||||||||||||
Number of shares sold (in shares) | shares | 312,065 | 54,750 | ||||||||||||||||||||||||||||
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 | 3 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 | 3 years | |||||||||||||||||||||||||||||
Dock, warehouse, and other equipment | Maximum | ||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||
Estimated useful lives | 10 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 | 2 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] | ||||||||||||||||||||||||||||||
Impairment charges | $ 107,261,000 | 1,582,000 | 0 | |||||||||||||||||||||||||||
LTL | ||||||||||||||||||||||||||||||
Organization Nature of Business and Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||
Number of reporting units | Units | 1 | 1 | ||||||||||||||||||||||||||||
Impairment charges | $ 1,076,000 | $ 0 | $ 0 | |||||||||||||||||||||||||||
Central Minnesota Logistics, Inc. | ||||||||||||||||||||||||||||||
Organization Nature of Business and Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||
Equity method investment ownership percentage | 37.50% | 37.50% | 37.50% | 37.50% | ||||||||||||||||||||||||||
Accounting Standards Update 2016-02 [Member] | ||||||||||||||||||||||||||||||
Organization Nature of Business and Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||
Operating lease right-of-use asset | $ 135,000,000 | |||||||||||||||||||||||||||||
Operating lease liability | $ 135,000,000 | |||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||
Organization Nature of Business and Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||
Common stock, shares outstanding (in shares) | shares | 37,561,532 | 37,870,148 | 37,870,148 | 37,870,148 | 37,870,148 | 1,555,868 | 1,536,925 | 1,533,625.28 | ||||||||||||||||||||||
Retained Earnings [Member] | ||||||||||||||||||||||||||||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||||||||||||||||||||||||||||
Cumulative effect of change in accounting principle | $ 886,000 | |||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||
Organization Nature of Business and Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||
Debt issuance costs | $ 12,000,000 | $ 12,000,000 | $ 12,000,000 | $ 12,000,000 | ||||||||||||||||||||||||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||||||||||||||||||||||||||||
Number of shares sold (in shares) | shares | 36,000,000 | 7,107,049 | 36,000,000 | |||||||||||||||||||||||||||
ABL Facility | Revolving Credit Facility | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 200,000,000 | $ 200,000,000 | ||||||||||||||||||||||||||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||||||||||||||||||||||||||||
Long-term Debt | 61,100,000 | 61,100,000 | 61,100,000 | $ 61,100,000 | ||||||||||||||||||||||||||
Letters of Credit Outstanding, Amount | 12,500,000 | 12,500,000 | 12,500,000 | 12,500,000 | ||||||||||||||||||||||||||
ABL Facility | Revolving Credit Facility | Subsequent Event | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000,000 | |||||||||||||||||||||||||||||
ABL Facility | Letter of Credit | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 30,000,000 | |||||||||||||||||||||||||||||
ABL Facility | Letter of Credit | Subsequent Event | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 13,000,000 | |||||||||||||||||||||||||||||
Multiple Advance Revolving Credit Notes [Member] | Revolving Credit Facility | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 20,000,000 | $ 20,000,000 | ||||||||||||||||||||||||||||
Junior Lien Debt [Member] | Letter of Credit | Maximum | ||||||||||||||||||||||||||||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||||||||||||||||||||||||||||
Long-term Debt | $ 100,000,000 | $ 100,000,000 | $ 100,000,000 | $ 100,000,000 | $ 100,000,000 | |||||||||||||||||||||||||
Elliott Management Corporation [Member] | ||||||||||||||||||||||||||||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||||||||||||||||||||||||||||
Letters of Credit Outstanding, Amount | $ 45,000,000 | 45,000,000 | $ 30,000,000 | $ 30,000,000 | $ 20,000,000 | $ 20,000,000 | ||||||||||||||||||||||||
Elliott Management Corporation [Member] | ABL Facility | ||||||||||||||||||||||||||||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||||||||||||||||||||||||||||
Letters of Credit Outstanding, Amount | $ 45,000,000 | $ 30,000,000 | ||||||||||||||||||||||||||||
Roadrunner Intermodal Services | ||||||||||||||||||||||||||||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||||||||||||||||||||||||||||
Proceeds from sale of businesses | $ 51,250,000 | |||||||||||||||||||||||||||||
Flatbed | ||||||||||||||||||||||||||||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||||||||||||||||||||||||||||
Proceeds from sale of businesses | $ 30,000,000 | |||||||||||||||||||||||||||||
Prime Distribution Services, Inc. | Subsequent Event | ||||||||||||||||||||||||||||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||||||||||||||||||||||||||||
Proceeds from sale of businesses | $ 225,000,000 | |||||||||||||||||||||||||||||
2010 Plan | Minimum | ||||||||||||||||||||||||||||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||||||||||||||||||||||||||||
Vesting period | 3 years | |||||||||||||||||||||||||||||
2010 Plan | Maximum | ||||||||||||||||||||||||||||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||||||||||||||||||||||||||||
Vesting period | 4 years |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 303,488 | $ 318,783 | |
Less: Accumulated depreciation | (142,854) | (130,077) | |
Property and equipment, net | 160,634 | 188,706 | |
Depreciation expense | 52,600 | 35,600 | $ 28,500 |
Asset impairment charges | 18,300 | ||
Impairment charges | 197,096 | 1,582 | 4,402 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 794 | 3,722 | |
Buildings and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 21,223 | 21,276 | |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 24,426 | 22,013 | |
Internal use software | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 39,397 | 42,993 | |
Office equipment, furniture, and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 8,122 | 9,473 | |
Dock, warehouse, and other equipment | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 16,131 | 10,675 | |
Tractors and trailers | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 155,024 | 173,861 | |
Assets held for sale | 2,200 | ||
Aircraft fleet and rotable spare parts | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 38,371 | 34,770 | |
Assets not yet placed in service | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 19,600 | 27,100 | |
TL | |||
Property, Plant and Equipment [Line Items] | |||
Asset impairment charges | 3,600 | ||
Impairment charges | 107,261 | 1,582 | 0 |
LTL | |||
Property, Plant and Equipment [Line Items] | |||
Asset impairment charges | 600 | ||
Impairment charges | 1,076 | 0 | 0 |
Corporate | |||
Property, Plant and Equipment [Line Items] | |||
Asset impairment charges | 14,100 | ||
Impairment charges | $ 14,123 | $ 0 | $ 0 |
Divestitures (Details)
Divestitures (Details) - USD ($) $ in Thousands | Dec. 09, 2019 | Nov. 05, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||||
Proceeds from sale of businesses | $ 84,791 | $ 0 | $ 88,512 | ||
Gain on sale of business | 37,221 | 0 | 35,440 | ||
Income (loss) before taxes | (344,597) | (175,411) | (116,377) | ||
Unitrans | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | 5,800 | ||||
Roadrunner Intermodal Services | |||||
Business Acquisition [Line Items] | |||||
Proceeds from sale of businesses | $ 51,250 | ||||
Gain on sale of business | $ 20,000 | ||||
Income (loss) before taxes | 35,500 | 2,600 | 1,500 | ||
Flatbed | |||||
Business Acquisition [Line Items] | |||||
Proceeds from sale of businesses | $ 30,000 | ||||
Gain on sale of business | $ 17,200 | ||||
Income (loss) before taxes | $ (1,900) | $ 3,300 | $ 2,700 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Narrative) (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019USD ($) | Mar. 31, 2019SegmentUnits | Sep. 30, 2017USD ($) | Dec. 31, 2019USD ($)Segment | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($)reporting_unit | Dec. 31, 2019USD ($)Units | Dec. 31, 2019USD ($)Segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jul. 01, 2019USD ($) | Dec. 31, 2016USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill impairment charge | $ 167,561,000 | $ 0 | $ 4,402,000 | |||||||||
Number of operating Segments | Segment | 3 | 4 | 4 | |||||||||
Number of reporting units | 4 | 5 | 5 | |||||||||
Goodwill | $ 97,265,000 | $ 97,265,000 | $ 97,265,000 | $ 97,265,000 | $ 97,265,000 | $ 97,265,000 | 264,826,000 | 264,826,000 | $ 0 | $ 312,541,000 | ||
Asset impairment charges | 18,300,000 | |||||||||||
Amortization expense | 6,400,000 | 7,100,000 | 9,200,000 | |||||||||
Fair value of intangibles | 0 | 0 | 0 | 0 | $ 0 | 0 | ||||||
Non-cash impairment charges | 9,500,000 | |||||||||||
TES | ||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Number of reporting units | Units | 1 | 1 | ||||||||||
LTL | ||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill impairment charge | 0 | 0 | 0 | |||||||||
Number of reporting units | Units | 1 | 1 | ||||||||||
Goodwill | 0 | 0 | 0 | 0 | $ 0 | 0 | 0 | 0 | 0 | |||
Asset impairment charges | 600,000 | |||||||||||
Ascent OD | ||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill impairment charge | 0 | 0 | 0 | |||||||||
Number of reporting units | Units | 2 | 1 | ||||||||||
Goodwill | 0 | 0 | 0 | 0 | $ 0 | 0 | 0 | 0 | 0 | |||
Ascent TM | ||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill impairment charge | 74,635,000 | 0 | 4,402,000 | |||||||||
Number of reporting units | Units | 2 | |||||||||||
Goodwill | 97,265,000 | 97,265,000 | 97,265,000 | 97,265,000 | $ 97,265,000 | 97,265,000 | 171,900,000 | 171,900,000 | 219,145,000 | |||
TL | ||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill impairment charge | 92,926,000 | 0 | 0 | |||||||||
Goodwill | 0 | 0 | 0 | 0 | 0 | 0 | $ 92,926,000 | $ 92,926,000 | $ 93,396,000 | |||
Asset impairment charges | 3,600,000 | |||||||||||
TES | ||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill impairment charge | 92,900,000 | |||||||||||
Domestic and International Logistics | ||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill impairment charge | 40,100,000 | 34,500,000 | ||||||||||
Goodwill | 23,900,000 | 23,900,000 | 23,900,000 | 23,900,000 | 23,900,000 | 23,900,000 | ||||||
Reduction in goodwill | 42,800,000 | |||||||||||
Reduction in intangible assets | 12,000,000 | |||||||||||
Domestic and International Logistics | Ascent TM | ||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Asset impairment charges | $ 4,400,000 | |||||||||||
Warehousing & Consolidation | ||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||
Goodwill impairment charge | 0 | |||||||||||
Goodwill | $ 73,400,000 | $ 73,400,000 | $ 73,400,000 | $ 73,400,000 | $ 73,400,000 | $ 73,400,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Sensitivity Analysis) (Details) - Domestic and International Logistics | Dec. 31, 2019 |
Discount Rate | |
Goodwill [Line Items] | |
Fair value sensitivity analysis of 50 bps favorable change (percent) | (1.70%) |
Fair value sensitivity analysis of 50 bps adverse change (percent | 3.40% |
Growth Rate | |
Goodwill [Line Items] | |
Fair value sensitivity analysis of 50 bps favorable change (percent) | 1.70% |
Fair value sensitivity analysis of 50 bps adverse change (percent | (0.90%) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Fair Value as of Measurement Date) (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 01, 2019 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Long-lived assets, Impairment Charge | $ 30,613,000 | $ 1,582,000 | |||
Long-lived assets | 10,794,000 | 2,271,000 | |||
Goodwill, Impairment Charge | 167,561,000 | 0 | $ 4,402,000 | ||
Goodwill | 97,265,000 | 264,826,000 | 264,826,000 | $ 0 | $ 312,541,000 |
Other intangible assets, Impairment Charge | 9,535,000 | ||||
Other intangible assets | 0 | ||||
Total, Impairment Charge | 207,709,000 | 1,582,000 | 4,402,000 | ||
Total | 108,059,000 | 2,271,000 | 264,826,000 | ||
Fair Value Measurement (Level 3) | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Long-lived assets | 10,794,000 | 2,271,000 | |||
Goodwill | 97,265,000 | 264,826,000 | |||
Other intangible assets | 0 | ||||
Total | $ 108,059,000 | $ 2,271,000 | $ 264,826,000 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Goodwill Acquired in Business Combination by Reportable Segment) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | $ 264,826 | $ 264,826 | $ 312,541 | |
Adjustments to goodwill for purchase accounting | (470) | |||
Goodwill impairment charge | (167,561) | 0 | (4,402) | |
Adjustment to goodwill for sale of Unitrans | (42,843) | |||
Goodwill, ending balance | 97,265 | 264,826 | 264,826 | |
Goodwill Impairment [Roll Forward] | ||||
Goodwill impairment loss, ending balance | 544,314 | $ 372,351 | ||
Goodwill impairment charge | (167,561) | 0 | (4,402) | |
Goodwill impairment loss, beginning balance | 544,314 | 372,351 | ||
Ascent TM | ||||
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | 171,900 | 171,900 | 219,145 | |
Adjustments to goodwill for purchase accounting | 0 | |||
Goodwill impairment charge | (74,635) | 0 | (4,402) | |
Adjustment to goodwill for sale of Unitrans | (42,843) | |||
Goodwill, ending balance | 97,265 | 171,900 | 171,900 | |
Goodwill Impairment [Roll Forward] | ||||
Goodwill impairment loss, ending balance | 121,668 | 42,631 | ||
Goodwill impairment charge | (74,635) | 0 | (4,402) | |
Goodwill impairment loss, beginning balance | 121,668 | 42,631 | ||
Ascent OD | ||||
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | 0 | 0 | 0 | |
Adjustments to goodwill for purchase accounting | 0 | |||
Goodwill impairment charge | 0 | 0 | 0 | |
Adjustment to goodwill for sale of Unitrans | 0 | |||
Goodwill, ending balance | 0 | 0 | 0 | |
Goodwill Impairment [Roll Forward] | ||||
Goodwill impairment loss, ending balance | 0 | 0 | ||
Goodwill impairment charge | 0 | 0 | 0 | |
Goodwill impairment loss, beginning balance | 0 | 0 | ||
LTL | ||||
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | 0 | 0 | 0 | |
Adjustments to goodwill for purchase accounting | 0 | |||
Goodwill impairment charge | 0 | 0 | 0 | |
Adjustment to goodwill for sale of Unitrans | 0 | |||
Goodwill, ending balance | 0 | 0 | 0 | |
Goodwill Impairment [Roll Forward] | ||||
Goodwill impairment loss, ending balance | 197,312 | 197,312 | ||
Goodwill impairment charge | 0 | 0 | 0 | |
Goodwill impairment loss, beginning balance | 197,312 | 197,312 | ||
TL | ||||
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | 92,926 | 92,926 | 93,396 | |
Adjustments to goodwill for purchase accounting | (470) | |||
Goodwill impairment charge | (92,926) | 0 | 0 | |
Adjustment to goodwill for sale of Unitrans | 0 | |||
Goodwill, ending balance | 0 | 92,926 | 92,926 | |
Goodwill Impairment [Roll Forward] | ||||
Goodwill impairment loss, ending balance | 225,334 | 132,408 | ||
Goodwill impairment charge | (92,926) | $ 0 | $ 0 | |
Goodwill impairment loss, beginning balance | $ 225,334 | $ 132,408 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets (Intangible Assets Acquired from Business Acquisitions) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 64,007 | $ 84,658 |
Accumulated Amortization | (38,024) | (42,132) |
Total | 25,983 | 42,526 |
TL | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,508 | 23,461 |
Accumulated Amortization | (3,980) | (11,820) |
Total | 528 | 11,641 |
LTL | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 800 | 2,498 |
Accumulated Amortization | (800) | (1,925) |
Total | 0 | 573 |
Ascent TM | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 27,152 | 27,152 |
Accumulated Amortization | (19,534) | (17,248) |
Total | 7,618 | 9,904 |
Ascent OD | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 31,547 | 31,547 |
Accumulated Amortization | (13,710) | (11,139) |
Total | $ 17,837 | $ 20,408 |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets (Amortization of Intangibles) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2020 | $ 4,706 | |
2021 | 4,561 | |
2022 | 4,229 | |
2023 | 4,061 | |
2024 | 3,444 | |
Thereafter | 4,982 | |
Total | $ 25,983 | $ 42,526 |
Leases (Additional Information)
Leases (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Rent expense - operating leases | $ 63,797 | ||
Rent expense | $ 83,700 | $ 83,400 | |
Operating Lease, Lease Income | 10,700 | ||
Sublease Income | 8,500 | ||
TL | |||
Segment Reporting Information [Line Items] | |||
Operating Lease, Right-Of-Use Asset, Impairment Charge | $ 1,700 |
Leases (Balance Sheet) (Details
Leases (Balance Sheet) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Assets: | |
Finance lease assets, net (included in property and equipment) | $ 64,241 |
Operating lease right-of-use asset | 116,926 |
Total lease assets | 181,167 |
Liabilities: | |
Current finance lease liability | 15,600 |
Current finance lease liability | 38,566 |
Long-term finance lease liability | 51,338 |
Long-term operating lease liability | 93,403 |
Total lease liabilities | $ 198,907 |
Leases (Income Statement) (Deta
Leases (Income Statement) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Rent expense - operating leases | $ 63,797 |
Amortization of finance lease assets | 14,048 |
Interest on finance lease liabilities | $ 5,603 |
Leases (Aggregate Future Minimu
Leases (Aggregate Future Minimum Lease Payments Prior Leasing Standard) (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 45,713 |
2020 | 34,920 |
2021 | 25,536 |
2022 | 21,413 |
2023 | 17,920 |
Thereafter | 17,556 |
Total | $ 163,058 |
Leases (Aggregate Future Mini_2
Leases (Aggregate Future Minimum Lease Payments) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating Lease Liabilities, Payments Due [Abstract] | |
Remainder of 2019 | $ 46,641 |
2020 | 33,536 |
2021 | 28,934 |
2022 | 23,966 |
2023 | 10,090 |
Thereafter | 11,372 |
Total | 154,539 |
Less: Interest | (22,570) |
Present value of lease liabilities | 131,969 |
Finance Lease Liabilities, Payments, Due [Abstract] | |
Remainder of 2019 | 19,910 |
2020 | 22,761 |
2021 | 13,818 |
2022 | 11,050 |
2023 | 10,138 |
Thereafter | 1,328 |
Total | 79,005 |
Less: Interest | (12,067) |
Present value of lease liabilities | 66,938 |
Operating and Finance Lease Liabilities, Payments Due [Abstract] | |
Operating and FInance Lease, Liability, Payments, Remainder of Fiscal Year | 66,551 |
Operating and FInance Lease, Liability, Payments, Due Year Two | 56,297 |
Operating and FInance Lease, Liability, Payments, Due Year Three | 42,752 |
Operating and FInance Lease, Liability, Payments, Due Year Four | 35,016 |
Operating and FInance Lease, Liability, Payments, Due Year Five | 20,228 |
Operating and FInance Lease, Liability, Payments, Due after Year Five | 12,700 |
Operating and FInance Lease, Liability, Payments, Due | 233,544 |
Operating and FInance Lease, Liability, Undiscounted Excess Amount | (34,637) |
Operating and FInance Lease, Liability | $ 198,907 |
Leases (Weighted Average Remain
Leases (Weighted Average Remaining Lease Term and Discount Rate) (Details) | Dec. 31, 2019 |
Leases [Abstract] | |
Operating Lease, Weighted Average Remaining Lease Term | 4 years 7 days |
Finance Lease, Weighted Average Remaining Lease Term | 4 years 3 months 11 days |
Operating Lease, Weighted Average Discount Rate, Percent | 7.20% |
Finance Lease, Weighted Average Discount Rate, Percent | 7.90% |
Leases (Supplemental Cash Flow
Leases (Supplemental Cash Flow Information) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 46,130 |
Operating cash flows from finance leases | 5,603 |
Non-cash finance leases and other obligations to acquire assets | 39,765 |
ROU assets obtained in exchange or lease liabilities: | |
Operating leases | $ 36,325 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Feb. 28, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||
Proceeds from Issuance of Long-term Debt | $ 52,592 | $ 557 | $ 56,927 | |
Senior debt: | ||||
Total senior debt | 207,852 | 171,865 | ||
Less: Debt issuance costs and discount | (3,092) | (3,098) | ||
Total debt, net of debt issuance costs and discount | 204,760 | 168,767 | ||
Less: Current maturities | (11,525) | (13,171) | ||
Total debt, net of current maturities | 193,235 | 155,596 | ||
Term loans | ||||
Senior debt: | ||||
Total senior debt | 0 | 37,333 | ||
Revolving Credit Facility | ||||
Senior debt: | ||||
Total senior debt | 0 | 134,532 | ||
ABL Facility | ||||
Senior debt: | ||||
Total senior debt | 129,851 | 0 | ||
Term Loan Facility | ||||
Senior debt: | ||||
Total senior debt | 37,539 | 0 | ||
Term Loan Credit Facility | Credit agreement | ||||
Debt Instrument [Line Items] | ||||
Proceeds from Issuance of Long-term Debt | $ 51,100 | |||
Senior debt: | ||||
Total debt, net of debt issuance costs and discount | 61,100 | |||
Term Loan Credit Facility | Tranche A Term Loans | Credit agreement | ||||
Senior debt: | ||||
Total debt, net of debt issuance costs and discount | 40,300 | |||
Term Loan Credit Facility | Tranche A FILO Term Loans | Credit agreement | ||||
Senior debt: | ||||
Total debt, net of debt issuance costs and discount | 2,500 | |||
Term Loan Credit Facility | Tranche B Term Loans | Credit agreement | ||||
Senior debt: | ||||
Total debt, net of debt issuance costs and discount | 8,300 | |||
Term Loan Credit Facility | Asset-Based Facility | Credit agreement | ||||
Senior debt: | ||||
Total debt, net of debt issuance costs and discount | 10,000 | |||
Third Loan Credit Facility [Member] | ||||
Senior debt: | ||||
Total senior debt | $ 40,462 | $ 0 |
Debt (Repayment Schedule) (Deta
Debt (Repayment Schedule) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2018 | $ 11,525 | |
2019 | 10,978 | |
2020 | 10,802 | |
2021 | 4,234 | |
2022 | 170,313 | |
Total debt | $ 207,852 | $ 171,865 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) | Mar. 02, 2020 | Sep. 20, 2019 | Sep. 01, 2019 | Aug. 02, 2019 | Feb. 28, 2019 | Sep. 01, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 05, 2019 | Oct. 31, 2019 | Oct. 21, 2019 | Sep. 30, 2019 | Aug. 31, 2019 | Aug. 20, 2019 | Aug. 01, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jul. 21, 2017 |
Line of Credit Facility [Line Items] | |||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 52,592,000 | $ 557,000 | $ 56,927,000 | ||||||||||||||||
Insurance Premium Financing Agreement | $ 20,700,000 | $ 17,800,000 | |||||||||||||||||
Long-term Debt | 204,760,000 | 168,767,000 | |||||||||||||||||
Loss from debt restructuring | $ 2,270,000 | $ 0 | $ 15,876,000 | ||||||||||||||||
Insurance Premium Financing Agreement, Periodic Payment | $ 2,400,000 | $ 2,000,000 | |||||||||||||||||
Insurance Premium Financing Agreement, Interest Rate | 5.25% | 4.75% | |||||||||||||||||
Insurance Premium Financing Agreement, Insurance Premium Payable | $ 11,700,000 | $ 10,000,000 | |||||||||||||||||
ABL Facility | Revolving Credit Facility | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 91,500,000 | ||||||||||||||||||
Revolving credit facility | 200,000,000 | $ 200,000,000 | |||||||||||||||||
Line of Credit Facility, Increase (Decrease), Net | 100,000,000 | ||||||||||||||||||
Outstanding letters of credit | 12,500,000 | ||||||||||||||||||
Long-term Debt | 61,100,000 | ||||||||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 34,800,000 | ||||||||||||||||||
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 | ||||||||||||||||||
ABL Facility | Asset-Based Facility | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Revolving credit facility | $ 35,000,000 | ||||||||||||||||||
ABL Facility | FILO Loans | Revolving Credit Facility | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Credit facility capacity provided for specific use | $ 15,000,000 | ||||||||||||||||||
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 | London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | |||||||||||||||||||
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 | Minimum | Base Rate | Revolving Credit Facility | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Debt instrument variable rate margin (percent) | 0.50% | ||||||||||||||||||
ABL Facility | Minimum | Non-FILO Loans [Member] | London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Debt instrument variable rate margin (percent) | 2.50% | ||||||||||||||||||
ABL Facility | Minimum | Non-FILO Loans [Member] | Base Rate | Revolving Credit Facility | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Debt instrument variable rate margin (percent) | 1.50% | ||||||||||||||||||
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 | London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Debt instrument variable rate margin (percent) | 2.00% | ||||||||||||||||||
ABL Facility | Maximum | Base Rate | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Debt instrument variable rate margin (percent) | 1.25% | ||||||||||||||||||
ABL Facility | Maximum | Base Rate | Revolving Credit Facility | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Debt instrument variable rate margin (percent) | 1.00% | ||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.20% | ||||||||||||||||||
ABL Facility | Maximum | Non-FILO Loans [Member] | London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Debt instrument variable rate margin (percent) | 3.00% | ||||||||||||||||||
ABL Facility | Maximum | Non-FILO Loans [Member] | Base Rate | Revolving Credit Facility | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Debt instrument variable rate margin (percent) | 2.00% | ||||||||||||||||||
ABL Facility | Subsequent Event | Revolving Credit Facility | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Revolving credit facility | $ 50,000,000 | ||||||||||||||||||
ABL Facility | Subsequent Event | Bridge Loan | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Revolving credit facility | 1,000,000 | ||||||||||||||||||
ABL Facility | Subsequent Event | Letter of Credit | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Revolving credit facility | $ 13,000,000 | ||||||||||||||||||
ABL Facility | Subsequent Event | London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Debt instrument variable rate margin (percent) | 4.00% | ||||||||||||||||||
ABL Facility | Subsequent Event | Base Rate | Revolving Credit Facility | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Debt instrument variable rate margin (percent) | 3.00% | ||||||||||||||||||
Junior Lien Debt [Member] | Maximum | Letter of Credit | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Long-term Debt | $ 100,000,000 | $ 100,000,000 | |||||||||||||||||
Multiple Advance Revolving Credit Notes [Member] | Revolving Credit Facility | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Revolving credit facility | $ 20,000,000 | $ 20,000,000 | |||||||||||||||||
Multiple Advance Revolving Credit Notes [Member] | London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Debt instrument variable rate margin (percent) | 7.50% | ||||||||||||||||||
Third Loan Credit Facility [Member] | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Revolving credit facility | $ 20,000,000 | ||||||||||||||||||
Remaining amount owed | $ 40,500,000 | ||||||||||||||||||
Third Loan Credit Facility [Member] | London Interbank Offered Rate (LIBOR) | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Debt instrument variable rate margin (percent) | 7.50% | ||||||||||||||||||
Third Loan Credit Facility [Member] | Base Rate | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Debt instrument variable rate margin (percent) | 6.50% | ||||||||||||||||||
Term Loan Credit Facility | Credit agreement | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 51,100,000 | ||||||||||||||||||
Debt Instrument, Interest Rate During Period | 10.30% | ||||||||||||||||||
Long-term Debt | $ 61,100,000 | ||||||||||||||||||
Term Loan Credit Facility | Tranche A Term Loans | Credit agreement | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Long-term Debt | $ 40,300,000 | ||||||||||||||||||
Term Loan Credit Facility | Tranche A Term Loans | 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 | Tranche A FILO Term Loans | Credit agreement | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Long-term Debt | $ 2,500,000 | ||||||||||||||||||
Term Loan Credit Facility | Tranche A FILO Term Loans | London Interbank Offered Rate (LIBOR) | Credit agreement | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Debt instrument variable rate margin (percent) | 8.50% | ||||||||||||||||||
Term Loan Credit Facility | Tranche A FILO Term Loans | Base Rate | Credit agreement | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Debt instrument variable rate margin (percent) | 7.50% | ||||||||||||||||||
Term Loan Credit Facility | Tranche A Term Loans, Tranche B Term Loans, and Capital Expenditure Loans [Member] | Base Rate | Credit agreement | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Debt instrument variable rate margin (percent) | 6.50% | ||||||||||||||||||
Elliott Management Corporation [Member] | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Outstanding letters of credit | $ 20,000,000 | $ 45,000,000 | 45,000,000 | $ 30,000,000 | $ 30,000,000 | $ 20,000,000 | |||||||||||||
Elliott Management Corporation [Member] | London Interbank Offered Rate (LIBOR) | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Debt instrument variable rate margin (percent) | 7.50% | ||||||||||||||||||
Elliott Management Corporation [Member] | ABL Facility | |||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||
Outstanding letters of credit | $ 30,000,000 | $ 45,000,000 |
Preferred Stock (Schedule of Pr
Preferred Stock (Schedule of Preferred Stock ) (Details) - USD ($) $ / shares in Units, $ in Thousands | May 01, 2017 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 01, 2018 |
Class of Stock [Line Items] | |||||
Preferred stock | $ 402,884 | ||||
Series B Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred stock | 205,972 | ||||
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 | ||||
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 | ||||
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 | ||||
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 | 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 | ||||
Proceeds from Issuance or Sale of Equity | $ 17,500 | ||||
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) - USD ($) | Feb. 26, 2019 | Dec. 27, 2018 | Nov. 08, 2018 | Apr. 24, 2018 | Mar. 01, 2018 | Feb. 26, 2019 | Mar. 31, 2019 | Feb. 26, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 19, 2018 |
Class of Stock [Line Items] | |||||||||||
Certificate of Incorporation, Prohibited Transactions, Individual Voting Power, Percentage | 15.00% | ||||||||||
Number of shares sold (in shares) | 312,065 | 54,750 | |||||||||
Proceeds from Issuance or Sale of Equity, Retained | $ 30,000,000 | ||||||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 11,985,000 | ||||||||||
Series E-1 Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Proceeds from Issuance or Sale of Equity | $ 17,500,000 | ||||||||||
Preferred stock shares issued (shares) | 54,750 | ||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||||||||||
Number of shares sold (in shares) | 17,500 | ||||||||||
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) | $ 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) | $ 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) | $ 920 | ||||||||||
Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Proceeds from Issuance or Sale of Equity | $ 450,000,000 | ||||||||||
Number of shares sold (in shares) | 36,000,000 | 7,107,049 | 36,000,000 | ||||||||
Sale of stock, price per share (in usd per share) | $ 12.50 | $ 12.50 | $ 12.50 | ||||||||
Series E-1 Preferred Stock, Option 3 [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares sold (in shares) | 19,022 | ||||||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 1,100,000 | ||||||||||
Standby Purchase Agreement with Elliott [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares sold (in shares) | 28,892,951 | 33,745,308 | |||||||||
Ownership after transaction (percent) | 90.40% | ||||||||||
Fair Value Measurement (Level 3) | |||||||||||
Class of Stock [Line Items] | |||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Other Comprehensive Income (Loss) | $ 0 | $ 104,568,000 | |||||||||
Fair Value Measurement (Level 3) | Series E-1 Preferred Stock, Option 3 [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Other Comprehensive Income (Loss) | $ 104,600,000 |
Fair Value Measurement (Narrati
Fair Value Measurement (Narrative) (Details) | Dec. 31, 2018USD ($) |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of beginning and ending Level 3 financial liability balance | |||
Redemption of preferred stock | $ (402,884) | $ 0 | $ (293,000) |
Level 3 | |||
Reconciliation of beginning and ending Level 3 financial liability balance | |||
Balance, beginning of period | 402,884 | 263,317 | |
Issuance of preferred stock at fair value | 0 | 34,999 | |
Redemption of preferred stock | (402,884) | 0 | |
Change in fair value of preferred stock | 0 | 104,568 | |
Balance, end of period | $ 0 | $ 402,884 | $ 263,317 |
Stockholders' Investment (Detai
Stockholders' Investment (Details) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2019USD ($)registrationshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | Apr. 04, 2019shares | 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 | $ | $ 0 | $ 1,120 | $ 16,112 | |||
Exercise of warrants | $ | $ (4) | |||||
Common stock, shares authorized (in shares) | shares | 44,000,000 | 4,200,000 | 44,000,000 | 44,000,000 | 4,200,000 | |
Capital Stock, Shares Authorized | shares | 44,600,200 | 4,800,200 | ||||
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% |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 19, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 08, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 12.7 | $ 1.8 | $ 2.2 | ||
Income tax benefit recognized | $ 3.2 | $ 0.4 | $ 0.9 | ||
Options exercisable | 69,055 | 17,016 | 7,952 | ||
Exercisable options, weighted average exercise price | $ 22.63 | ||||
Total unrecognized compensation cost | $ 1.7 | ||||
Weighted Average Remaining Contractual Term (Years) | 2 years 10 months 25 days | 2 years 3 months 19 days | 2 years 8 months 12 days | ||
Exercisable options, intrinsic value | $ 0 | ||||
Weighted average remaining contractual terms options exercisable | 3 years | ||||
Granted | 662,263 | 0 | 564,000 | ||
Unvested (in shares) | 337,969 | ||||
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 | $ (1) | $ 0.3 | |||
2018 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Authorized shares under the plan | 2,820,000 | 120,000 | |||
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 | 2,700,000 | ||||
2010 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Authorized shares under the plan | 2,500,000 | ||||
Equity Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 10 years | ||||
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock units outstanding | 704,362 | 28,565 | 14,358 | ||
Total unrecognized compensation cost | $ 6.8 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years | ||||
Granted | 1,314,940 | 22,320 | |||
Performance Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock units outstanding | 812,540 | 0 | |||
Total unrecognized compensation cost | $ 11.9 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years | ||||
Weighted Average Remaining Contractual Term (Years) | 3 years 18 days | 0 years | |||
Granted | 1,480,940 | ||||
Tranche One | 2010 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 1 year | ||||
Tranche Two | 2010 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Tranche Three | 2010 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Expiration period | 4 years | ||||
Minimum | 2010 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Minimum | Equity Plan | |||||
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 | ||||
Expiration period | 7 years | ||||
Maximum | 2010 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Maximum | Equity Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years |
Share-Based Compensation (RSU A
Share-Based Compensation (RSU Activity) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Restricted Stock Units | |||
Granted | 662,263 | 0 | 564,000 |
Additional Disclosure | |||
Weighted Average Remaining Contractual Term (Years) | 2 years 10 months 25 days | 2 years 3 months 19 days | 2 years 8 months 12 days |
Performance Restricted Stock Units (RSUs) | |||
Number of Restricted Stock Units | |||
Beginning balance | 0 | ||
Granted | 1,480,940 | ||
Vested | 0 | ||
Forfeitures | (668,400) | ||
Ending balance | 812,540 | 0 | |
Weighted Average Grant Date Fair Value | |||
Beginning balance | $ 0 | ||
Granted | 18.48 | ||
Vested | 0 | ||
Forfeitures | 18.59 | ||
Ending balance | $ 18.39 | $ 0 | |
Additional Disclosure | |||
Weighted Average Remaining Contractual Term (Years) | 3 years 18 days | 0 years | |
Restricted stock units | |||
Number of Restricted Stock Units | |||
Beginning balance | 28,565 | 14,358 | |
Granted | 1,314,940 | 22,320 | |
Vested | (510,513) | (4,651) | |
Forfeitures | (128,630) | (3,462) | |
Ending balance | 704,362 | 28,565 | 14,358 |
Weighted Average Grant Date Fair Value | |||
Beginning balance | $ 113.66 | $ 250.95 | |
Granted | 11.40 | 66.75 | |
Vested | 5.35 | 315.50 | |
Forfeitures | 15.42 | 109.48 | |
Ending balance | $ 14.37 | $ 113.66 | $ 250.95 |
Share-Based Compensation (Optio
Share-Based Compensation (Option Activity) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Shares | |||
Beginning Balance | 44,296 | 49,980 | |
Granted | 662,263 | 0 | 564,000 |
Forfeited | (299,535) | (5,684) | |
Ending Balance | 407,024 | 44,296 | 49,980 |
Weighted Average Exercise Price | |||
Beginning Balance | $ 218.78 | $ 221.15 | |
Granted | 12.36 | 0 | |
Forfeited | 28.90 | 239.66 | |
Ending Balance | $ 22.63 | $ 218.78 | $ 221.15 |
Remaining Average Contractual Term (Year) and Aggregate Intrinsic Value | |||
Weighted Average Remaining Contractual Term (Years) | 6 years 2 months 12 days | 4 years 1 month 6 days | 4 years 10 months 25 days |
Share-Based Compensation (Opt_2
Share-Based Compensation (Option Pricing Model) (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 0.00% |
Weighted average fair value of stock options granted | $ 4,920 |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option life (years) | 7 years |
Risk free interest rate | 1.50% |
Expected volatility | 52.50% |
Expected life (years) | 4 years |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk free interest rate | 2.30% |
Expected volatility | 60.00% |
Expected life (years) | 5 years |
Performance Restricted Stock Units (RSUs) | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk free interest rate | 1.50% |
Expected volatility | 52.50% |
Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Expected Peer Group Volatility Rate | 23.70% |
Performance Restricted Stock Units (RSUs) | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk free interest rate | 2.30% |
Expected volatility | 60.00% |
Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Expected Peer Group Volatility Rate | 77.60% |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciling basic to diluted weighted average stock outstanding to diluted weighted average stock outstanding | |||
Basic weighted average stock outstanding | 32,098,000 | 1,542,000 | 1,536,000 |
Dilutive weighted average stock outstanding | 32,098,000 | 1,542,000 | 1,536,000 |
Additional stock options and warrants outstanding | 407,024 | 1,107,449 | 1,629,105 |
Income Taxes (Components of Inc
Income Taxes (Components of Income Tax) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State, local, and foreign | (646) | 810 | 1,875 |
Deferred: | |||
Federal | (2,052) | (9,664) | (27,118) |
State, local, and foreign | (962) | (960) | 52 |
Total | $ (3,660) | $ (9,814) | $ (25,191) |
Income Taxes (Reconciliation) (
Income Taxes (Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Reconciliation | |||
Statutory federal rate | $ (72,365) | $ (36,836) | $ (40,732) |
Goodwill impairment | 26,229 | 0 | 1,020 |
Interest expense - preferred stock | 0 | 22,195 | 20,459 |
State income taxes — net of federal benefit | (8,001) | (2,358) | (1,465) |
Gain on sale of Unitrans | (7,550) | 0 | (1,161) |
Effect of change in U.S. statutory income tax rate | 0 | 0 | (7,413) |
Change in valuation allowance | 55,150 | 7,204 | 1,989 |
Other | 2,877 | (19) | 2,112 |
Total | $ (3,660) | $ (9,814) | $ (25,191) |
Income Taxes (Deferred Taxes) (
Income Taxes (Deferred Taxes) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred income tax assets: | ||
Accounts receivable | $ 2,044 | $ 2,442 |
Accrued expenses and other current liabilities | 9,652 | 13,695 |
Net operating loss carryforwards | 60,993 | 28,153 |
Interest expense carryforwards | 5,887 | 2,334 |
Operating lease liability | 32,254 | |
Other, net | 1,700 | 890 |
Total | 112,530 | 47,514 |
Valuation allowance | (66,295) | (11,145) |
Total, net of valuation allowance | 46,235 | 36,369 |
Deferred income tax liabilities: | ||
Prepaid expenses and other current assets | (4,700) | (4,324) |
Goodwill and intangible assets | (1,315) | (12,699) |
Property and equipment | (12,588) | (23,299) |
Operating lease right-of-use asset | (28,572) | |
Total | (47,175) | (40,322) |
Deferred Tax Liabilities, Net | $ (940) | $ (3,953) |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Contingency [Line Items] | ||||
Unrecognized tax benefits, interest and penalties | $ 100 | $ 100 | $ 300 | |
Income taxes receivable | 3,200 | 4,600 | ||
Deferred tax liabilities net | 940 | 3,953 | ||
Valuation allowance | 66,295 | 11,145 | ||
Accrued interest and penalties | 300 | 400 | ||
Effect of change in U.S. statutory income tax rate | 0 | 0 | $ (7,413) | |
Reduction in net operating loss deferred tax asset | $ 400 | |||
Deferred tax asset for net operating loss carryforwards of state and foreign | 11,500 | |||
Interest Expense Carryforward | 24,500 | |||
Income Tax Receivable | ||||
Income Tax Contingency [Line Items] | ||||
Income taxes receivable | 2,900 | 3,900 | ||
Other Noncurrent Assets | ||||
Income Tax Contingency [Line Items] | ||||
Income taxes receivable | 300 | $ 700 | ||
Internal Revenue Service (IRS) | Domestic Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforward | 235,700 | |||
Tax-effected operating loss carryforward | 49,500 | |||
Prior to 2018 tax year | Internal Revenue Service (IRS) | Domestic Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforward | 52,600 | |||
2018 tax year | Internal Revenue Service (IRS) | Domestic Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Operating loss carryforward | $ 183,100 |
Income Taxes (Gross Unrecognize
Income Taxes (Gross Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance as of January 1 | $ 1,283 | $ 1,311 | $ 737 |
Additions for prior years' tax positions | 104 | 142 | 574 |
Reductions for prior years' tax positions | 0 | (21) | 0 |
Lapse of statute of limitations | (311) | (149) | 0 |
Balance as of December 31 | $ 1,076 | $ 1,283 | $ 1,311 |
Guarantees (Details)
Guarantees (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Guarantor Obligations [Line Items] | ||
Guarantees Expiration Year | 2022 | |
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 7.6 | |
Loss Contingencies [Line Items] | ||
Loss Contingency Accrual, Payments | 1 | $ 2.1 |
Guarantee for portion of value of leased tractors | ||
Guarantor Obligations [Line Items] | ||
Guarantor Obligations, Current Carrying Value | 1.4 | 1 |
Loss Contingency Accrual | $ 1.4 | $ 0.4 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Jan. 17, 2020USD ($) | Mar. 29, 2019USD ($) | Mar. 28, 2018USD ($) | Oct. 27, 2017USD ($)class_action | Dec. 31, 2019USD ($)claim | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)class_action | Jul. 10, 2019USD ($) |
Loss Contingencies [Line Items] | ||||||||
Expense under contribution profit sharing plans | $ 2,900,000 | $ 2,400,000 | $ 2,500,000 | |||||
Rent expense | 83,700,000 | 83,400,000 | ||||||
Commitments and Contingencies (Textual) [Abstract] | ||||||||
Self insurance reserve | 1,000,000 | |||||||
Goodwill impairment | 26,229,000 | 0 | $ 1,020,000 | |||||
Number of class-action lawsuit filed | class_action | 1 | 3 | ||||||
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 | $ 31,500,000 | $ 26,800,000 | ||||||
Central Cal Agreement [Member] | ||||||||
Commitments and Contingencies (Textual) [Abstract] | ||||||||
Liability and cargo insurance coverage for claims | $ 2,100,000 | |||||||
Estimated fees | $ 700,000 | |||||||
Number of class-action lawsuit filed | claim | 2 | |||||||
Claims dismissed | claim | 2 | |||||||
Labor Related Lawsuits And Administrative Actions | ||||||||
Commitments and Contingencies (Textual) [Abstract] | ||||||||
Reserves for estimated uninsured losses | $ 1,000,000 | |||||||
Other Litigation | ||||||||
Commitments and Contingencies (Textual) [Abstract] | ||||||||
Reserves for estimated uninsured losses | $ 10,800,000 | |||||||
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 | |||||||
Subsequent Event | Central Cal Agreement [Member] | ||||||||
Commitments and Contingencies (Textual) [Abstract] | ||||||||
Settlement to be paid | $ 500,000 | |||||||
Amount awarded to other party | $ 600,000 | |||||||
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 Agreement [Member] | ||||||||
Commitments and Contingencies (Textual) [Abstract] | ||||||||
Estimated enhanced fees | 1,100,000 | |||||||
Maximum | Central Cal Agreement [Member] | ||||||||
Commitments and Contingencies (Textual) [Abstract] | ||||||||
Estimated enhanced fees | $ 1,500,000 | |||||||
Plaintiff | Central Cal Agreement [Member] | ||||||||
Commitments and Contingencies (Textual) [Abstract] | ||||||||
Number of class-action lawsuit filed | claim | 1 | |||||||
Defendant | Central Cal Agreement [Member] | ||||||||
Commitments and Contingencies (Textual) [Abstract] | ||||||||
Number of class-action lawsuit filed | claim | 1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Sep. 20, 2019 | Aug. 02, 2019 | Feb. 26, 2019 | Dec. 27, 2018 | Dec. 13, 2018 | Nov. 08, 2018 | Feb. 26, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 05, 2019 | Oct. 31, 2019 | Oct. 21, 2019 | Sep. 30, 2019 | Aug. 31, 2019 | Aug. 20, 2019 | Aug. 01, 2019 | Feb. 28, 2019 | Mar. 01, 2018 | May 01, 2017 |
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Payments of Stock Issuance Costs | $ 0 | $ 1,120,000 | $ 16,112,000 | |||||||||||||||||||
Common stock sold (shares) | 312,065 | 54,750 | ||||||||||||||||||||
Redemption of preferred stock | 402,884,000 | 0 | $ 293,000,000 | |||||||||||||||||||
Long-term Debt | 204,760,000 | 168,767,000 | ||||||||||||||||||||
Debt issuance costs | 3,092,000 | 3,098,000 | ||||||||||||||||||||
Payments made | $ 2,100,000 | 4,600,000 | ||||||||||||||||||||
Central Minnesota Logistics, Inc. | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Equity method investment ownership percentage | 37.50% | |||||||||||||||||||||
Elliott Management Corporation [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Letters of Credit Outstanding, Amount | $ 20,000,000 | $ 45,000,000 | $ 45,000,000 | $ 30,000,000 | $ 30,000,000 | $ 20,000,000 | ||||||||||||||||
Advisory Agreement | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Total payment | $ 7,100,000 | $ 4,200,000 | ||||||||||||||||||||
Haul Freight | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Payments made | 23,400,000 | 29,400,000 | ||||||||||||||||||||
Facilities Lease | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Payments made | 100,000 | 1,200,000 | ||||||||||||||||||||
Broker Commissions | Central Minnesota Logistics, Inc. | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Payments made | 3,400,000 | 3,100,000 | ||||||||||||||||||||
HCI | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Payments made | $ 1,900,000 | $ 2,100,000 | ||||||||||||||||||||
Series E-1 Preferred Stock | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Payments of Stock Issuance Costs | $ 1,100,000 | |||||||||||||||||||||
Common stock sold (shares) | 17,500 | |||||||||||||||||||||
Preferred stock shares issued (shares) | 54,750 | |||||||||||||||||||||
Series F Preferred Stock | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Preferred stock shares issued (shares) | 35,728 | |||||||||||||||||||||
Series E Preferred Stock | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Preferred stock shares issued (shares) | 90,000 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Common stock sold (shares) | 36,000,000 | 7,107,049 | 36,000,000 | |||||||||||||||||||
Debt issuance costs | $ 12,000,000 | |||||||||||||||||||||
Securities Litigation Proceedings | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Due from Related Parties | $ 1,000,000 | |||||||||||||||||||||
Third Loan Credit Facility [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Revolving credit facility | $ 20,000,000 | |||||||||||||||||||||
Remaining amount owed | 40,500,000 | |||||||||||||||||||||
Revolving Credit Facility | Multiple Advance Revolving Credit Notes [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Revolving credit facility | $ 20,000,000 | $ 20,000,000 | ||||||||||||||||||||
Credit agreement | Term Loan Credit Facility | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Long-term Debt | 61,100,000 | |||||||||||||||||||||
Elliott Management Corporation [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Stock issued in connection with exercise of warrants (shares) | 33,745,308 | |||||||||||||||||||||
Ownership after transaction (percent) | 90.40% | |||||||||||||||||||||
Revolving credit facility | 31,300,000 | $ 61,100,000 | ||||||||||||||||||||
Debt issuance costs | $ 1,100,000 | |||||||||||||||||||||
Elliott Management Corporation [Member] | Rights Offering | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | $ 450,000,000 | |||||||||||||||||||||
London Interbank Offered Rate (LIBOR) | Elliott Management Corporation [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt instrument variable rate margin (percent) | 7.50% | |||||||||||||||||||||
London Interbank Offered Rate (LIBOR) | Third Loan Credit Facility [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt instrument variable rate margin (percent) | 7.50% | |||||||||||||||||||||
London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | Multiple Advance Revolving Credit Notes [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt instrument variable rate margin (percent) | 7.50% | |||||||||||||||||||||
Base Rate | Third Loan Credit Facility [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Debt instrument variable rate margin (percent) | 6.50% | |||||||||||||||||||||
Maximum | Letter of Credit | Junior Lien Debt [Member] | ||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Long-term Debt | $ 100,000,000 | $ 100,000,000 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2019Segment | Dec. 31, 2019USD ($)Segment | Dec. 31, 2019USD ($)Segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of operating segments | Segment | 3 | 4 | 4 | ||
Schedule of financial data of reportable segments | |||||
Revenues | $ 1,847,862 | $ 2,216,141 | $ 2,091,291 | ||
Impairment charges | (197,096) | (1,582) | (4,402) | ||
Operating Income | (321,915) | (58,499) | (36,452) | ||
Interest expense | 20,412 | 116,912 | 64,049 | ||
Loss from debt restructuring | 2,270 | 0 | 15,876 | ||
Income before provision for income taxes | (344,597) | (175,411) | (116,377) | ||
Depreciation and amortization | 59,004 | 42,767 | 37,747 | ||
Capital expenditures | 85,348 | 73,096 | 21,710 | ||
Total assets | $ 670,397 | 670,397 | 853,457 | 876,043 | |
Gain on sale of business | 37,221 | 0 | 35,440 | ||
Ascent TM | |||||
Schedule of financial data of reportable segments | |||||
Impairment charges | (74,636) | 0 | (4,402) | ||
Ascent OD | |||||
Schedule of financial data of reportable segments | |||||
Impairment charges | 0 | 0 | 0 | ||
LTL | |||||
Schedule of financial data of reportable segments | |||||
Impairment charges | (1,076) | 0 | 0 | ||
TL | |||||
Schedule of financial data of reportable segments | |||||
Impairment charges | $ (107,261) | (1,582) | 0 | ||
Revenue from customer | Customer Concentration Risk | |||||
Segment Reporting Information [Line Items] | |||||
Allocation percentage (percent) | 16.00% | ||||
Revenue from customer | Customer Concentration Risk | Ascent OD And TL | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | $ 292,900 | 268,100 | 245,400 | ||
Operating Segments | Ascent TM | |||||
Schedule of financial data of reportable segments | |||||
Revenues | 505,753 | 573,072 | 570,223 | ||
Operating Income | (58,039) | 28,465 | 22,493 | ||
Depreciation and amortization | 6,318 | 5,049 | 5,965 | ||
Capital expenditures | 3,144 | 2,087 | 1,397 | ||
Total assets | 216,616 | 216,616 | 276,994 | 271,400 | |
Operating Segments | Ascent OD | |||||
Schedule of financial data of reportable segments | |||||
Revenues | 465,512 | 672,965 | 548,059 | ||
Operating Income | 4,450 | 30,464 | 21,632 | ||
Depreciation and amortization | 8,664 | 8,230 | 7,985 | ||
Capital expenditures | 4,559 | 4,978 | 4,695 | ||
Total assets | 115,544 | 115,544 | 136,795 | 190,162 | |
Operating Segments | LTL | |||||
Schedule of financial data of reportable segments | |||||
Revenues | 430,806 | 452,281 | 463,519 | ||
Operating Income | (35,567) | (26,892) | (26,383) | ||
Depreciation and amortization | 5,422 | 3,854 | 4,353 | ||
Capital expenditures | 5,486 | 1,122 | 1,641 | ||
Total assets | 115,643 | 115,643 | 73,706 | 79,065 | |
Operating Segments | TL | |||||
Schedule of financial data of reportable segments | |||||
Revenues | 475,074 | 572,701 | 553,184 | ||
Operating Income | (172,985) | (28,367) | (15,643) | ||
Depreciation and amortization | 28,918 | 20,577 | 17,550 | ||
Capital expenditures | 9,302 | 4,799 | 7,138 | ||
Total assets | 107,243 | 107,243 | 244,760 | 272,327 | |
Restructuring charges | 20,600 | 4,700 | |||
Eliminations | |||||
Schedule of financial data of reportable segments | |||||
Revenues | (29,283) | (54,878) | (43,694) | ||
Total assets | (1,212) | (1,212) | (2,719) | (5,356) | |
Corporate | |||||
Schedule of financial data of reportable segments | |||||
Impairment charges | (14,123) | 0 | 0 | ||
Operating Income | (59,774) | (62,169) | (38,551) | ||
Depreciation and amortization | 9,682 | 5,057 | 1,894 | ||
Capital expenditures | 62,857 | 60,110 | 6,839 | ||
Total assets | $ 116,563 | $ 116,563 | $ 123,921 | $ 68,445 | |
Rolling Stock Assets | Ascent TM | |||||
Schedule of financial data of reportable segments | |||||
Percent of Assets Leased | 1.00% | 1.00% | 15.00% | ||
Rolling Stock Assets | LTL | |||||
Schedule of financial data of reportable segments | |||||
Percent of Assets Leased | 38.00% | 38.00% | 10.00% | ||
Rolling Stock Assets | TL | |||||
Schedule of financial data of reportable segments | |||||
Percent of Assets Leased | 61.00% | 61.00% | 75.00% | ||
Rolling Stock Assets | Corporate | |||||
Schedule of financial data of reportable segments | |||||
Capital expenditures | $ 45,700 | $ 45,600 | |||
Roadrunner Intermodal Services And D&E Transport [Member] | Corporate | |||||
Schedule of financial data of reportable segments | |||||
Gain on sale of business | $ 37,200 | ||||
Unitrans | Corporate | |||||
Schedule of financial data of reportable segments | |||||
Gain on sale of business | $ 35,400 |
Restructuring Costs (Details)
Restructuring Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Costs | $ 20,600 | |||||
Operations restructuring costs | $ 4,700 | $ 20,579 | $ 4,655 | $ 0 | ||
Restructuring Reserve [Roll Forward] | ||||||
Corporate restructuring and restatement costs | 13,700 | 22,200 | $ 32,300 | |||
Restructuring Reserves | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 9,948 | |||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning balance at June 30, 2018 | $ 3,375 | 544 | ||||
Charges/Adjustments | 597 | (79) | ||||
Payments | (2,234) | (9,070) | ||||
Ending balance at December 31, 2018 | 3,375 | $ 544 | $ 1,343 | $ 544 | ||
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 | |||||
TL | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Costs | 10,600 | |||||
Assets Leased to Others [Member] | TL | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Costs | 8,100 | |||||
Vehicles [Member] | TL | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Costs | $ 2,500 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 02, 2020 | Jan. 28, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 30, 2020 | Feb. 28, 2019 | Jul. 21, 2017 |
Subsequent Event [Line Items] | ||||||||
Proceeds from sale of businesses | $ 84,791,000 | $ 0 | $ 88,512,000 | |||||
Revolving Credit Facility | ABL Facility | ||||||||
Subsequent Event [Line Items] | ||||||||
Revolving credit facility | $ 200,000,000 | $ 200,000,000 | ||||||
Bridge Loan | ABL Facility | ||||||||
Subsequent Event [Line Items] | ||||||||
Revolving credit facility | 20,000,000 | |||||||
Letter of Credit | ABL Facility | ||||||||
Subsequent Event [Line Items] | ||||||||
Revolving credit facility | $ 30,000,000 | |||||||
Subsequent Event | Revolving Credit Facility | ABL Facility | ||||||||
Subsequent Event [Line Items] | ||||||||
Revolving credit facility | $ 50,000,000 | |||||||
Current and available borrowing capacity | $ 18,500,000 | $ 18,500,000 | ||||||
Subsequent Event | Revolving Credit Facility | ABL Facility | London Interbank Offered Rate (LIBOR) | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument variable rate margin (percent) | 4.00% | |||||||
Subsequent Event | Revolving Credit Facility | ABL Facility | Base Rate | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument variable rate margin (percent) | 3.00% | |||||||
Subsequent Event | Bridge Loan | ABL Facility | ||||||||
Subsequent Event [Line Items] | ||||||||
Revolving credit facility | $ 1,000,000 | |||||||
Subsequent Event | Letter of Credit | ABL Facility | ||||||||
Subsequent Event [Line Items] | ||||||||
Revolving credit facility | $ 13,000,000 | |||||||
Prime Distribution Services, Inc. | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds from sale of businesses | $ 225,000,000 |