Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Nov. 08, 2022 | |
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.01 par value | |
Entity Incorporation, State or Country Code | NV | |
Entity Registrant Name | HEARTLAND EXPRESS INC | |
City Area Code | 319 | |
Local Phone Number | 645-7060 | |
Entity Central Index Key | 0000799233 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2022 | |
Entity File Number | 0-15087 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 78,938,464 | |
Entity Tax Identification Number | 93-0926999 | |
Entity Address, Address Line One | 901 Heartland Way, | |
Entity Address, City or Town | North Liberty, | |
Entity Address, State or Province | IA | |
Entity Address, Postal Zip Code | 52317 | |
Trading Symbol | HTLD | |
Security Exchange Name | NASDAQ | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Max Annual Dividend | $ 10,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 64,824 | $ 157,742 |
Trade receivables, net of $3.3 and $1.1 million allowance in 2022 and 2021, respectively | 163,052 | 52,812 |
Prepaid tires | 10,103 | 9,168 |
Other current assets | 28,177 | 9,406 |
Income Taxes Receivable, Current | 0 | 4,095 |
Total current assets | 266,156 | 233,223 |
PROPERTY AND EQUIPMENT | ||
Land and land improvements | 93,337 | 90,218 |
Buildings | 143,042 | 95,305 |
Furniture and fixtures | 7,258 | 5,365 |
Shop and service equipment | 19,312 | 15,727 |
Revenue equipment | 961,502 | 500,311 |
Construction in progress | 9,948 | 3,834 |
Property, Plant and Equipment, Gross | 1,234,399 | 710,760 |
Less accumulated depreciation | 266,355 | 222,845 |
Property and equipment, net | 968,044 | 487,915 |
GOODWILL | 316,799 | 168,295 |
OTHER INTANGIBLES, NET | 103,301 | 22,355 |
OTHER ASSETS | 20,943 | 16,754 |
Deferred Income Taxes, Net | 1,987 | 0 |
Operating Lease, Right-of-Use Asset | 24,356 | 0 |
Assets | 1,701,586 | 928,542 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 59,449 | 20,538 |
Compensation and benefits | 32,064 | 21,411 |
Insurance accruals | 16,028 | 15,677 |
Long-term debt and finance lease liabilities - current portion | 17,647 | 0 |
Operating Lease, Liability, Current | 12,739 | 0 |
Other Accrued Liabilities | 18,645 | 13,968 |
Accrued Income Taxes, Current | 3,246 | 0 |
Total current liabilities | 159,818 | 71,594 |
LONG-TERM LIABILITIES | ||
Income taxes payable | 6,403 | 5,491 |
Long-term debt and finance lease liabilities less current portion | 447,374 | 0 |
Operating Lease, Liability, Noncurrent | 11,617 | 0 |
Deferred Tax and Other Liabilities, Noncurrent | 199,020 | 89,971 |
Insurance accruals less current portion | 36,465 | 34,384 |
Total long-term liabilities | 700,879 | 129,846 |
COMMITMENTS AND CONTINGENCIES (Note 15) | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, par value $.01; authorized 5,000 shares; none issued | 0 | 0 |
Capital stock, common, $.01 par value; authorized 395,000 shares; issued 90,689 in 2022 and 2021; outstanding 78,938 and 78,923 in 2022 and 2021, respectively | 907 | 907 |
Additional paid-in capital | 4,305 | 4,141 |
Retained earnings | 1,037,733 | 924,375 |
Treasury stock, at cost; 11,751 and 11,766 in 2022 and 2021, respectively | (202,056) | (202,321) |
Stockholders' Equity Attributable to Parent | 840,889 | 727,102 |
Liabilities and Stockholders' Equity | $ 1,701,586 | $ 928,542 |
Consolidated Balance Sheets Con
Consolidated Balance Sheets Consolidated Balance Sheets (Parentheticals) - USD ($) shares in Thousands, $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Consolidated Balance Sheets Parentheticals [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 3.3 | $ 1.1 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 5,000 | 5,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 395,000 | 395,000 |
Common Stock, Shares, Issued | 90,689 | 90,689 |
Common Stock, Shares, Outstanding | 78,938 | 78,923 |
Treasury Stock, Shares | 11,751 | 11,766 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Operating Revenue | $ 273,976 | $ 152,612 | $ 613,073 | $ 459,142 |
Operating Expenses | ||||
Salaries, wages, and benefits | 97,429 | 62,733 | 221,935 | 190,446 |
Rent and purchased transportation | 17,046 | 950 | 20,921 | 2,922 |
Fuel | 53,412 | 25,258 | 125,170 | 74,220 |
Operating Costs and Expenses | 12,273 | 5,372 | 23,419 | 16,729 |
Cost, Direct Tax and License | 4,343 | 3,311 | 10,905 | 10,345 |
Insurance and claims | 10,794 | 5,053 | 22,699 | 15,171 |
Communications and utilities | 1,876 | 1,218 | 4,080 | 3,412 |
Depreciation and amortization | 34,789 | 25,280 | 82,408 | 78,162 |
Other operating expenses | 14,108 | 5,418 | 32,150 | 16,173 |
Gain on disposal of property and equipment | (6,836) | (15,254) | (92,806) | (27,341) |
Total operating expenses | 239,234 | 119,339 | 450,881 | 380,239 |
Operating income | 34,742 | 33,273 | 162,192 | 78,903 |
Interest income | 537 | 181 | 943 | 493 |
Interest Expense | (2,345) | 0 | (2,520) | 0 |
Income before income taxes | 32,934 | 33,454 | 160,615 | 79,396 |
Federal and state income taxes | 8,519 | 8,988 | 42,520 | 20,454 |
Net Income | 24,415 | 24,466 | 118,095 | 58,942 |
Other comprehensive income, net of tax | 0 | 0 | 0 | 0 |
Comprehensive income | $ 24,415 | $ 24,466 | $ 118,095 | $ 58,942 |
Net income per share | ||||
Basic | $ 0.31 | $ 0.31 | $ 1.50 | $ 0.74 |
Diluted | $ 0.31 | $ 0.31 | $ 1.50 | $ 0.74 |
Weighted average shares outstanding | ||||
Basic | 78,937 | 79,336 | 78,933 | 79,795 |
Diluted | 78,974 | 79,364 | 78,962 | 79,839 |
Dividends declared per share | $ 0.02 | $ 0.52 | $ 0.06 | $ 0.56 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Capital Stock, Common | Additional Paid-in Capital | Retained Earnings | Treasury Stock |
Balance at Dec. 31, 2020 | $ 724,334 | $ 907 | $ 4,330 | $ 890,970 | $ (171,873) |
Net income | 13,734 | 0 | 0 | 13,734 | 0 |
Dividends on common stock, $0.02 per share | (1,599) | 0 | 0 | (1,599) | 0 |
Repurchases of common stock | (14,537) | 0 | 0 | 0 | (14,537) |
Stock-based compensation, net of tax | 485 | 0 | 146 | 0 | 339 |
Balance at Mar. 31, 2021 | 722,417 | 907 | 4,476 | 903,105 | (186,071) |
Net income | 20,742 | 0 | 0 | 20,742 | 0 |
Dividends on common stock, $0.02 per share | (1,598) | 0 | 0 | (1,598) | 0 |
Stock-based compensation, net of tax | 205 | 0 | 55 | 0 | 150 |
Balance at Jun. 30, 2021 | 741,766 | 907 | 4,531 | 922,249 | (185,921) |
Net income | 24,466 | 0 | 0 | 24,466 | 0 |
Dividends on common stock, $0.02 per share | (41,095) | 0 | 0 | (41,095) | 0 |
Repurchases of common stock | (16,400) | 0 | 0 | 0 | (16,400) |
Stock-based compensation, net of tax | 79 | 0 | (212) | 0 | 291 |
Balance at Sep. 30, 2021 | 708,816 | 907 | 4,319 | 905,620 | (202,030) |
Balance at Dec. 31, 2021 | 727,102 | 907 | 4,141 | 924,375 | (202,321) |
Net income | 16,775 | 0 | 0 | 16,775 | 0 |
Dividends on common stock, $0.02 per share | (1,579) | 0 | 0 | (1,579) | 0 |
Stock-based compensation, net of tax | 230 | 0 | 64 | 0 | 166 |
Balance at Mar. 31, 2022 | 742,528 | 907 | 4,205 | 939,571 | (202,155) |
Net income | 76,906 | 0 | 0 | 76,906 | 0 |
Dividends on common stock, $0.02 per share | (1,579) | 0 | 0 | (1,579) | 0 |
Stock-based compensation, net of tax | 47 | 0 | (14) | 0 | 61 |
Balance at Jun. 30, 2022 | 817,902 | 907 | 4,191 | 1,014,898 | (202,094) |
Net income | 24,415 | 0 | 0 | 24,415 | 0 |
Dividends on common stock, $0.02 per share | (1,580) | 0 | 0 | (1,580) | 0 |
Stock-based compensation, net of tax | 152 | 0 | 114 | 0 | 38 |
Balance at Sep. 30, 2022 | $ 840,889 | $ 907 | $ 4,305 | $ 1,037,733 | $ (202,056) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity Parentheticals - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Dividends declared per share | $ 0.02 | $ 0.52 | $ 0.06 | $ 0.56 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
OPERATING ACTIVITIES | ||
Net income | $ 118,095 | $ 58,942 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 82,408 | 78,286 |
Deferred income taxes | 2,171 | (8,623) |
Stock-based compensation | 504 | 959 |
Amortization of Debt Issuance Costs | 90 | 0 |
Gain on disposal of property and equipment | (92,806) | (27,341) |
Changes in certain working capital items: | ||
Trade receivables | (3,200) | (2,961) |
Prepaid expenses and other current assets | (655) | 3,041 |
Accounts payable, accrued liabilities, and accrued expenses | (1,725) | (9,231) |
Accrued income taxes | 7,668 | 2,622 |
Net cash provided by operating activities | 112,550 | 95,694 |
INVESTING ACTIVITIES | ||
Proceeds from sale of property and equipment | 146,376 | 98,421 |
Purchases of property and equipment | (91,818) | (93,213) |
Payments to Acquire Businesses, Net of Cash Acquired | (675,852) | 0 |
Change in other assets | (159) | (181) |
Net cash (used in) provided by investing activities | (621,453) | 5,027 |
FINANCING ACTIVITIES | ||
Payments of cash dividends | (3,157) | (3,198) |
Proceeds from Issuance of Long-term Debt | 447,343 | 0 |
Shares withheld for employee taxes related to stock-based compensation | (75) | (190) |
Repayments on finance leases and debt | (29,195) | 0 |
Repurchases of common stock | 0 | (31,422) |
Net cash provided by (used in) financing activities | 414,916 | (34,810) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (93,987) | 65,911 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ||
Beginning of period | 173,767 | 131,140 |
Ending Period | 79,780 | 197,051 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest Paid, Excluding Capitalized Interest, Operating Activities | 989 | 0 |
Cash paid during the period for income taxes, net of refunds | 32,695 | 26,455 |
Noncash investing and financing activities: | ||
Fair value of revenue equipment traded | 428 | 0 |
Purchased property and equipment in accounts payable | 4,430 | 3,258 |
Sold revenue equipment and property in other current assets | 3,058 | 1,423 |
Common stock dividends declared in accounts payable | 1,580 | 41,095 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 3,985 | 0 |
Right-of-use assets obtained in exchange for operating lease liabilities through acquisitions | 20,371 | 0 |
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ||
Cash and Cash Equivalents, at Carrying Value | 64,824 | 180,366 |
Restricted Cash and Investments, Current | 880 | 932 |
Restricted Cash and Cash Equivalents, Noncurrent | 14,076 | 15,753 |
Ending Period | $ 79,780 | $ 197,051 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation and Accounting Pronouncements [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | Basis of Presentation and New Accounting PronouncementsHeartland Express, Inc. is a holding company incorporated in Nevada, which directly or indirectly owns all of the stock of the following active legal entities: Heartland Express, Inc. of Iowa, Heartland Express Services, Inc., Heartland Express Maintenance Services, Inc. ("Heartland Express"), and Midwest Holding Group, LLC and Millis Transfer, LLC ("Millis Transfer"), and Smith Transport, Inc., Smith Trucking, Inc., and Franklin Logistics, Inc. ("Smith Transport"), and CFI entities, Transportation Resources, Inc., Contract Freighters, Inc., and CFI Logistica entities (collectively "CFI"). On May 31, 2022, Heartland Express, Inc. of Iowa acquired Smith Transport, a truckload carrier headquartered in Roaring Spring, Pennsylvania. On August 31, 2022, Heartland Express, Inc. of Iowa acquired CFI's non-dedicated U.S. dry van and temperature-controlled truckload business located in Joplin, Missouri, and CFI Logistica operations located in Mexico. We, together with our subsidiaries, are a short, medium, and long-haul truckload carrier and transportation services provider. We primarily provide nationwide asset-based dry van truckload service for major shippers across the United States, along with cross-border freight and other transportation services offered through third party partnerships in Mexico.The accompanying consolidated financial statements include the parent company, Heartland Express, Inc., and its subsidiaries, all of which are wholly owned. All material intercompany items and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and notes to the financial statements required by U.S. GAAP for complete financial statements. In the opinion of management, all normal, recurring adjustments considered necessary for a fair presentation have been included. The consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2021 included in the Annual Report on Form 10-K the Company filed with the Securities and Exchange Commission (the "SEC") on February 25, 2022. Interim results of operations are not necessarily indicative of the results to be expected for the full year or any other interim periods. There were no changes to the Company's significant accounting policies during the three and nine months ended September 30, 2022. |
Use of Estimates
Use of Estimates | 9 Months Ended |
Sep. 30, 2022 | |
Use of Estimates [Abstract] | |
Use of Estimates | Use of EstimatesThe preparation of the consolidated financial statements in conformity with 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. There were no significant changes in estimates and assumptions used by management related to our critical accounting policies during the three and nine months ended September 30, 2022. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment InformationWe provide truckload services across the United States (U.S.), Mexico, and parts of Canada. These truckload services are primarily asset-based transportation services in the dry van truckload market, and we also offer truckload temperature-controlled transportation services and logistics services, which are not significant to our consolidated operations. Our Chief Operating Decision Maker (“CODM”) oversees and manages all of our transportation services, on a combined basis, including previously acquired entities. As a result of the foregoing, we have determined that we have one segment, consistent with the authoritative accounting guidance on disclosures about segments of an enterprise and related information. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | Revenue Recognition The Company recognizes revenue over time as control of the promised services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The delivery of the shipment and completion of the performance obligation allows for the collection of payment generally within 30 days after the delivery date of the shipment for the majority of our customers. The Company's operations are consistent with those in the trucking industry where freight is hauled twenty-four hours a day and seven days a week, subject to hours of service rules. The Company’s average length of haul is approximately 600 miles per trip and each individual shipment accepted by the Company is considered a separate contract with the performance obligation being the delivery of the freight. The average length of haul for each load of freight generally equals less than two days of continuous transit time. The Company estimates revenue for multiple-stop loads based on miles run and estimates revenue for single stop loads based on transit time, as the customer simultaneously receives and consumes the benefit provided. The Company hauls freight and earns revenue on a consistent basis throughout the periods presented. A corresponding contract asset existed for the estimated revenue of these in-process loads for $2.1 million and $1.3 million at September 30, 2022 and December 31, 2021, respectively. Recorded contract assets are included in the accounts receivable line item of the balance sheet. Corresponding liabilities are recorded in the accounts payable and accrued liabilities and compensation and benefits line items for the estimated expenses on these same in-process loads. The Company had no contract liabilities associated with our operations as of September 30, 2022 and December 31, 2021, respectively. Total revenues recorded were $274.0 million and $152.6 million for the three months ended September 30, 2022 and 2021, respectively. Fuel surcharge revenues were $47.5 million and $19.6 million for the three months ended September 30, 2022 and 2021, respectively. Accessorial and other revenues recorded in the consolidated statements of comprehensive income collectively represented $8.4 million and $2.7 million for the three months ended September 30, 2022 and 2021, respectively. Total revenues recorded were $613.1 million and $459.1 million for the nine months ended September 30, 2022 and 2021, respectively. Fuel surcharge revenues were $107.8 million and $55.5 million for the nine months ended September 30, 2022 and 2021, respectively. Accessorial and other revenues recorded in the consolidated statements of comprehensive income collectively represented $15.9 million and $8.6 million for the nine months ended September 30, 2022 and 2021, respectively. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 9 Months Ended |
Sep. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | Cash and Cash EquivalentsCash equivalents are short-term, highly liquid investments with insignificant interest rate risk and original maturities of three months or less at acquisition. At September 30, 2022, restricted and designated cash and investments totaled $15.0 million, of which $0.9 million was included in other current assets and $14.1 million was included in other non-current assets in the consolidated balance sheet. Restricted and designated cash and investments totaled $16.0 million at December 31, 2021, of which $0.9 million was included in other current assets and $15.1 million was included in other non-current assets in the consolidated balance sheet. The restricted funds represent deposits required by state agencies for self-insurance purposes and designated funds that are earmarked for a specific purpose and not for general business use. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combination Disclosure | Acquisitions On May 31, 2022, Heartland Express, Inc. of Iowa (the “Buyer”) and Heartland Express, Inc., as guarantor, entered into a Stock Purchase Agreement with Smith Transport. Smith Transport is a truckload carrier headquartered in Roaring Spring, Pennsylvania, providing asset-based dry van truckload transportation services, including local, regional, and dedicated services. Pursuant to the Smith Stock Purchase Agreement, the Buyer acquired all of Smith Transport’s outstanding equity (the “Smith Transaction”) under an Internal Revenue Code Section 338(h)(10) election. The Buyer's purchase price of $169.4 million includes total cash consideration and assumed indebtedness of Smith Transport subject to purchase accounting adjustments including final valuation of intangibles. Gross cash paid in the Smith Transaction was $140.6 million. Net cash paid was $122.0 million after consideration of $18.6 million of Smith Transport cash on the date of acquisition. Gross cash paid was funded out of the Company’s available cash. The Smith Transaction included the assumption of $46.8 million of Smith Transport's indebtedness, including finance leases, of which $42.6 million was outstanding at September 30, 2022. The Smith Stock Purchase Agreement contains customary representations, warranties, covenants, escrow, and indemnification provisions. The results of the Smith Transport acquired business have been included in the consolidated financial statements since the date of acquisition and represented 12.5% of consolidated total assets as of September 30, 2022, and represented 20.7% and 12.4% of operating revenue for the three and nine months ended September 30, 2022, respectively. The following unaudited pro forma consolidated results of operations for the year ended December 31, 2021 and nine months ended September 30, 2022 assume that the acquisition of Smith Transport occurred as of January 1, 2021. Pro forma adjustments reflected in the financial information below relate to the elimination of expenses and valuation adjustments associated with the seller's ESOP as well as the recognition of tax expense representative of organization as a C corporation. The net effect of these pro forma adjustments increased net income by $17.2 million and $7.1 million for the year ended December 31, 2021 and nine months ended September 30, 2022, respectively. Year ended Nine months ended December 31, 2021 September 30, 2022 (in thousands) (in thousands) Operating Revenue $810,459 $705,795 Net Income $96,466 $125,159 These pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition had occurred at the beginning of the periods presented or that may be obtained in the future. The allocation of the Smith Transport purchase price is detailed in the table below. The final purchase price allocation remains subject to other purchase accounting adjustments which may be identified, such as the final valuation of intangible assets, and therefore may differ materially from that reflected below. The goodwill recognized represents expected synergies from combining the operations of the Company with Smith Transport, as well as other intangible assets that did not meet the criteria for separate recognition. Goodwill and intangible assets recognized in the transaction are deductible for tax purposes. During the three months ended September 30, 2022, the Smith Transport goodwill asset increased by $1.6 million as a result of further valuation analysis, primarily associated with adjusted insurance reserves and associated assets acquired. The assets and liabilities associated with Smith Transport were recorded at their fair values as of the acquisition date and the amounts are as follows: (in thousands) Trade and other accounts receivable $ 32,300 Other current assets 6,238 Property and equipment 68,196 Operating lease right of use assets 26,661 Other non-current assets 4,079 Intangible assets 28,070 Goodwill 42,129 Total assets 207,673 Accounts payable and accrued expenses (7,917) Insurance accruals (4,263) Long-term debt (11,424) Finance lease liabilities (35,359) Operating lease liabilities (26,661) Net cash paid $ 122,049 On August 31, 2022, Buyer and Heartland Express, Inc., as guarantor, entered into a Stock Purchase Agreement to acquire Contract Freighters ( CFI), and related entities, from a subsidiary of TFI International, Inc (TFI). CFI is a truckload carrier headquartered in Joplin, Missouri, providing asset-based dry van and temperature-controlled truckload transportation services, and asset-light logistics services in Mexico. Pursuant to the CFI Stock Purchase Agreement, the Buyer acquired outstanding equity of CFI and related entities (the “CFI Transaction”). The Buyer's purchase price of $560.6 million includes total cash consideration and bank financing obtained for the purchase of CFI and to facilitate negotiated terms of the CFI Stock Purchase Agreement. These terms included the funding to eliminate risk associated with pre-acquisition accident and workers compensation claims ($24.0 million), cash on hand at closing, and net working capital, subject to purchase accounting adjustments including final valuation of intangibles. Gross cash paid in transaction was $560.6 million. Net cash paid was $553.8 million after consideration of $6.8 million of CFI cash on the date of acquisition. Gross cash paid was funded out of the Company’s available cash and bank financing obtained to facilitate the transaction. The CFI Stock Purchase Agreement contains customary representations, warranties, covenants, escrow, and indemnification provisions. The results of the CFI acquired business have been included in the consolidated financial statements since the date of acquisition and represented 42.9% of consolidated total assets as of September 30, 2022, and represented 20.5% and 9.2% of operating revenue for the three and nine months ended September 30, 2022, respectively. The following unaudited pro forma consolidated results of operations for the year ended December 31, 2021 and nine months ended September 30, 2022 assume that the acquisition of CFI occurred as of January 1, 2021. Pro forma adjustments reflected in the financial information below relate to accounting policy changes, predominantly revenue recognition on brokered loads within the consolidated group of the seller. The net effect of these pro forma adjustments increased net income by $30.9 million and $41.1 million for the year ended December 31, 2021 and nine months ended September 30, 2022, respectively. Year ended Nine months ended December 31, 2021 September 30, 2022 (in thousands) (in thousands) Operating Revenue $1,152,413 $1,039,629 Net Income $110,157 $159,196 These pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition had occurred at the beginning of the periods presented or that may be obtained in the future. The allocation of the purchase price is detailed in the table below. The final purchase price allocation remains subject to other purchase accounting adjustments which may be identified, such as the final valuation of intangible assets, working capital adjustments, and income taxes, and therefore may differ materially from that reflected below. The goodwill recognized represents expected synergies from combining the operations of the Company with CFI, as well as other intangible assets that did not meet the criteria for separate recognition. Goodwill and intangible assets recognized in the transaction are deductible for tax purposes. The assets and liabilities associated with CFI were recorded at their fair values as of the acquisition date and the amounts are as follows: (in thousands) Trade and other accounts receivable $ 74,740 Other current assets 13,106 Property and equipment 461,147 Other non-current assets 972 Deferred income taxes 2,018 Intangible assets 55,097 Goodwill 106,375 Total assets 713,455 Accounts payable and accrued expenses (52,195) Insurance accruals (262) Income taxes payable (585) Deferred income taxes (106,610) Net cash paid $ 553,803 |
Prepaid Tires, Property, Equipm
Prepaid Tires, Property, Equipment and Depreciation | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Depreciation [Abstract] | |
Property, Equipment, and Depreciation | Prepaid Tires, Property, Equipment, and DepreciationProperty and equipment are reported at cost, net of accumulated depreciation. Maintenance and repairs are charged to operations as incurred. New tires are capitalized separately from revenue equipment and are reported separately as “Prepaid tires” in the consolidated balance sheets and amortized over two years. Depreciation for financial statement purposes is computed by the straight-line method for all assets other than tractors. We recognize depreciation expense on new tractors (excludes assets acquired in an acquisition) using the 125% declining balance method. Revenue equipment acquired through acquisitions is generally revalued to current market values as of the acquisition date. These acquired assets are depreciated on a straight-line basis aligned with the remaining period of expected use. As acquired equipment is replaced, our fleet returns to our base methods of declining balance depreciation for tractors and straight-line depreciation for trailers. New tractors are depreciated to salvage values of $15,000 while new trailers are depreciated to salvage values of $4,000. For equipment acquired through acquisitions the salvage values on used equipment is determined based upon factors including the age of the equipment, estimated market value, and expected period of usage. At September 30, 2022, there was $3.1 million amounts receivable related to equipment sales recorded in other current assets compared to $1.5 million at December 31, 2021. |
Other Intangible, Net and Goodw
Other Intangible, Net and Goodwill | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Other Intangibles, Net and Goodwill All intangible assets determined to have finite lives are amortized over their estimated useful lives. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to future cash flows. As a result of the acquisition of Smith Transport on May 31, 2022, there was a $28.1 million increase in the gross intangible assets made up of $20.1 million finite lived intangible assets and $8.0 million of indefinite lived intangible assets during the nine months ended September 30, 2022. The increase in gross indefinite lived intangible assets is associated with the Smith Transport trade name, while the intangible assets for customer relationships and covenants not to compete have finite lives. As a result of the acquisition of CFI on August 31, 2022, there was a $55.1 million increase in the gross intangible assets made up of $31.6 million finite lived intangible assets and $23.5 million of indefinite lived intangible assets during the three and nine months ended September 30, 2022. The increase in gross indefinite lived intangible assets is associated with the CFI trade name, while the intangible asset for customer relationships is finite lived. Amortization expense of $1.0 million and $0.6 million for the three months ended September 30, 2022 and 2021, respectively, was included in depreciation and amortization in the consolidated statements of comprehensive income. Amortization expense of $2.2 million and $1.8 million for the nine months ended September 30, 2022 and 2021, respectively, was included in depreciation and amortization in the consolidated statements of comprehensive income. Intangible assets subject to amortization consisted of the following at September 30, 2022: Amortization period (years) Gross Amount Accumulated Amortization Net finite intangible assets (in thousands) Customer relationships 15-20 $ 74,188 $ 7,260 $ 66,928 Trade name 0.5-6 12,900 9,580 3,320 Covenants not to compete 1-10 5,832 4,226 1,606 $ 92,920 $ 21,066 $ 71,854 Change in carrying amount of goodwill: Goodwill (in thousands) Balance at December 31, 2021 $ 168,295 Acquisition May 31, 2022 42,129 Acquisition August 31, 2022 106,375 Balance at September 30, 2022 $ 316,799 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings per ShareBasic earnings per share is based upon the weighted average common shares outstanding during each year. Diluted earnings per share is based on the basic weighted earnings per share with additional weighted common shares for common stock equivalents. During the three and nine months ended September 30, 2022 and September 30, 2021, we had outstanding restricted shares of common stock to certain of our employees under the Company's 2011 Restricted Stock Award Plan (the "2011 Plan"). We had no outstanding restricted shares of common stock under the Company's 2021 Restricted Stock Award Plan (the "2021 Plan"). A reconciliation of the numerator (net income) and denominator (weighted average number of shares outstanding of the basic and diluted earnings per share ("EPS")) for the three and nine months ended September 30, 2022 and September 30, 2021 is as follows (in thousands, except per share data): Three months ended September 30, 2022 Net Income (numerator) Shares (denominator) Per Share Amount Basic EPS $ 24,415 78,937 $ 0.31 Effect of restricted stock — 37 Diluted EPS $ 24,415 78,974 $ 0.31 Three months ended September 30, 2021 Net Income (numerator) Shares (denominator) Per Share Amount Basic EPS $ 24,466 79,336 $ 0.31 Effect of restricted stock — 28 Diluted EPS $ 24,466 79,364 $ 0.31 Nine months ended September 30, 2022 Net Income (numerator) Shares (denominator) Per Share Amount Basic EPS $ 118,095 78,933 $ 1.50 Effect of restricted stock — 29 Diluted EPS $ 118,095 78,962 $ 1.50 Nine months ended September 30, 2021 Net Income (numerator) Shares (denominator) Per Share Amount Basic EPS $ 58,942 79,795 $ 0.74 Effect of restricted stock — 44 Diluted EPS $ 58,942 79,839 $ 0.74 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2022 | |
Share Repurchases [Abstract] | |
Stockholders' Equity | Equity We have a stock repurchase program with 6.6 million shares remaining authorized for repurchase as of September 30, 2022. There were no shares repurchased in the open market during the three months ended September 30, 2022 and there were 1.0 million shares repurchased in the open market for $16.4 million during the three months ended September 30, 2021. There were no shares repurchased in the open market during the nine months ended September 30, 2022 and there were 1.8 million shares repurchased in the open market for $30.9 million during the nine months ended September 30, 2021. The share repurchase authorization is discretionary and has no expiration date. During the three months ended September 30, 2022 and 2021, our Board of Directors declared dividends totaling $1.6 million and $41.1 million, respectively. The three months ended September 30, 2021 included a $0.50 per share special dividend totaling $39.5 million and a regular dividend totaling $1.6 million, while the 2022 dividend was a regular quarterly dividend. During the nine months ended September 30, 2022 and 2021, our Board of Directors declared dividends totaling $4.7 million and $44.3 million, respectively. The nine months ended September 30, 2021 included a $0.50 per share special dividend totaling $39.5 million and regular quarterly dividends totaling $4.8 million, while the 2022 dividends were regular quarterly dividends. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | Stock-Based Compensation In July 2011, a Special Meeting of Stockholders of Heartland Express, Inc. was held, at which meeting the approval of the Heartland Express, Inc. 2011 Restricted Stock Award Plan (the "2011 Plan") was ratified. The 2011 Plan made available up to 0.9 million shares for the purpose of making restricted stock grants to our eligible officers and employees. In May 2021, at the 2021 Annual Meeting of Stockholders, the Heartland Express, Inc. 2021 Restricted Stock Award Plan (the "2021 Plan") was approved. The 2021 Plan made available up to 0.6 million shares for the purpose of making restricted stock grants to our eligible employees, directors and consultants. All shares granted and vested during the three and nine months ended September 30, 2022, as well as shares that remain unvested at September 30, 2022, were issued from the 2011 plan. There were no shares that were issued during the period 2011 to 2018 that remain unvested at September 30, 2022. Shares granted in 2019 through 2022 have various vesting terms that range from immediate to four years from the date of grant. Compensation expense associated with these awards is based on the market value of our stock on the grant date. Compensation expense associated with restricted stock awards is included in salaries, wages and benefits in the consolidated statements of comprehensive income. There were no significant assumptions made in determining fair value. Compensation expense associated with restricted stock awards was $0.2 million and $0.5 million respectively, for the three and nine months ended September 30, 2022. Compensation expense associated with restricted stock awards was $0.2 million and $1.0 million respectively, for the three and nine months ended September 30, 2021. Unrecognized compensation expense was $0.4 million at September 30, 2022 which will be recognized over a weighted average period of 0.8 years. The following tables summarize our restricted stock award activity for the three and nine months ended September 30, 2022 and 2021. Three Months Ended September 30, 2022 Number of Shares of Restricted Stock Awards (in thousands) Weighted Average Grant Date Fair Value Unvested at beginning of period 25.0 $ 17.21 Granted 22.3 15.76 Vested (2.8) 15.30 Forfeited — — Outstanding (unvested) at end of period 44.5 $ 16.60 Three Months Ended September 30, 2021 Number of Shares of Restricted Stock Awards (in thousands) Weighted Average Grant Date Fair Value Unvested at beginning of period 44.2 $ 19.83 Granted 5.0 16.79 Vested (21.5) 18.82 Forfeited — — Outstanding (unvested) at end of period 27.7 $ 20.07 Nine Months Ended September 30, 2022 Number of Shares of Restricted Stock Awards (in thousands) Weighted Average Grant Date Fair Value Unvested at beginning of period 14.0 $ 19.70 Granted 50.3 15.41 Vested (19.8) 15.76 Forfeited — — Outstanding (unvested) at end of period 44.5 $ 16.60 Nine Months Ended September 30, 2021 Number of Shares of Restricted Stock Awards (in thousands) Weighted Average Grant Date Fair Value Unvested at beginning of period 59.7 $ 20.29 Granted 24.3 18.29 Vested (56.3) 19.54 Forfeited — — Outstanding (unvested) at end of period 27.7 $ 20.07 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2022 | |
Long-term Line of Credit [Abstract] | |
Long-Term Debt | Long-Term Debt In conjunction with the acquisition of CFI on August 31, 2022, (the “CFI Closing Date”), Heartland entered into a $550.0 million unsecured credit facility which included a $100.0 million revolving line of credit (“Revolving Facility”) and $450.0 million in term loans (“Term Facility” and, together with the Revolving Facility, the “Credit Facilities”). The Credit Facilities includes a consortium of lenders, including joint bookrunners JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association (“Wells Fargo”). The Credit Facilities replaced the previous credit arrangements in place for the Company which consisted of a November 2013 Credit Agreement with Wells Fargo, along with an asset-based credit facility with Citizens Bank of Pennsylvania that was assumed as part of the acquisition of Smith Transport on May 31, 2022. The full amount of the Term Facility was made in a single draw on August 31, 2022 and amounts borrowed under the Term Facility that are repaid or prepaid may not be reborrowed. The Term Facility will amortize in quarterly installments beginning in September 2023, at 5% per annum through June 2025 and 10% per annum from September 2025 through June 2027, with the balance due on the date that is five years from the Closing Date. The Revolving Facility consists of a five-year revolving credit facility with aggregate commitments in an amount equal to $100.0 million, of which up to $50.0 million is available for the issuance of letters of credit, and including a swingline facility in an amount equal to $20.0 million. The Revolver will mature and the commitments thereunder will terminate on the date that is five years after the Closing Date. Amounts repaid under the Revolving Facility may be reborrowed. The Credit Facilities include an uncommitted accordion feature pursuant to which the Company may request up to $275.0 million in incremental revolving or term loans, subject to lender approvals. The indebtedness, obligations, and liabilities under the Credit Facilities are unconditionally guaranteed, jointly and severally, on an unsecured basis by the Company, Borrower, and certain other subsidiaries of the Company. The Borrower may voluntarily prepay outstanding loans under the Credit Facilities in whole or in part at any time without premium or penalty, subject to payment of customary breakage costs in the case of SOFR rate loans. The Credit Facilities contain usual and customary events of default and negative covenants for a facility of this nature including, among other things, restrictions on the Company’s ability to incur certain additional indebtedness or issue guarantees, to create liens on the Company’s assets, to make distributions on or redeem equity interests (subject to certain exceptions, including that (a) the Company may pay regularly scheduled dividends on the Company’s common stock not to exceed $10.0 million during any fiscal year and (b) the Company may make any other distributions so long as it maintains a net leverage ratio not greater than 2.50 to 1.00), to make investments and to engage in mergers, consolidations, or acquisitions. The Credit Facilities contain customary financial covenants, including (i) a maximum net leverage ratio of 2.75 to 1.00, measured quarterly on a trailing twelve-month basis, and (ii) a minimum interest coverage ratio of 3.00 to 1.00, measured quarterly on a trailing twelve-month basis. Outstanding borrowings under the Credit Facilities will accrue interest, at the option of the Borrower, at a per annum rate of (i) for an “ABR Loan”, the alternate base rate (defined as the interest rate per annum equal to the highest of (a) the variable rate of interest announced by the administrative agent as its “prime rate”, (b) 0.50% above the Federal Funds Rate, (c) the Term SOFR for an interest period of one-month plus 1.1%, or (d) 1.00%) plus the applicable margin or (ii) for a “SOFR Loan”, the Term SOFR Rate for an interest period of one, three or six-months as selected by Company plus the applicable margin. The applicable margin for ABR Loans ranges from 0.250% to 0.875% and the applicable margin for SOFR Loans ranges from 1.250% to 1.875%, depending on the Company’s net leverage ratio. One of the nine consortium lenders is West Bank. Our CEO has served on the Board of Directors of West Bancorporation and West Bank, a wholly owned subsidiary of West Bancorporation, Inc., the financial institution that holds a portion of our deposits, since 2013. We have had a banking relationship with West Bank since 2003. West Bank's share of the Revolving Facility is $8.2 million while the West Bank share of the initial Term Facility was $36.8 million. We had $425.0 million outstanding on the Term Facility and zero outstanding under the Revolving Facility at September 30, 2022. Outstanding letters of credit associated with the Revolving Facility at September 30, 2022 were $13.2 million. As of September 30, 2022, the Revolving Facility available for future borrowing was $86.8 million. As of September 30, 2022 the weighted average interest rate on outstanding borrowings under the Credit Facilities was 4.8%. We paid an additional $25.0 million in Term Facility principal subsequent to September 30, 2022. The May 31, 2022 acquisition of Smith Transport included the assumption of $46.8 million of debt and financing lease obligations associated with the fleet of revenue equipment of which $42.6 million was outstanding at September 30, 2022, (the "Smith Debt"). The Smith Debt has $10.2 million of outstanding principal and is made up of installment notes with a weighted average interest rate of 4.4% at September 30, 2022, due in monthly installments with final maturities at various dates ranging from November 2023 to January 2029, secured by related revenue equipment. The remaining Smith Debt of $32.4 million are finance lease obligations with a weighted average interest rate of 3.9% at September 30, 2022, due in monthly installments with final maturities at various dates ranging from July 2023 to April 2026 with the weighted average remaining lease term of 2.5 years. |
Lease Obligations
Lease Obligations | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Operating Leases | Lease Obligations In May 2022, the Company completed a sale of an owned terminal property. In a separate transaction related to the sale, we entered into a lease agreement with a base term of two years plus a five-year renewal option with the purchaser. The right-of-use asset associated with the leased terminal facility is $4.0 million as of September 30, 2022. Smith Transport has revenue equipment operating lease right-of-use assets from leases entered into before the May 31, 2022 acquisition. These right-of-use operating lease assets have a total balance of $20.4 million as of September 30, 2022. The operating leases have a weighted average interest rate of 3.8% at September 30, 2022, due in monthly installments with final maturities at various dates ranging from October 2022 to March 2026 with the weighted average remaining lease term of 1.7 years. Smith Transport also has related party operating leases with the founder of Smith Transport, where Smith Transport is both a lessor and lessee of certain real estate properties. These leases represent an insignificant portion of the right-of-use lease assets discussed above. See Note 12. Long-Term Debt for additional details on the finance leases. Our future minimum lease payments as of September 30, 2022, are summarized as follows by lease category: (in thousands) Operating Finance 2022 (remaining) $ 3,593 $ 2,102 2023 12,498 12,961 2024 6,193 8,231 2025 3,004 7,511 2026 151 3,901 Thereafter — — Total minimum lease payments $ 25,439 $ 34,706 Less: future payment amount for interest 1,083 2,347 Present value of minimum lease payments $ 24,356 $ 32,359 Less: current portion 12,739 10,026 Lease obligations, long-term $ 11,617 $ 22,333 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesWe use the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Such amounts are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when temporary differences reverse. The effect of changes in tax rates on deferred taxes is recognized in the period that the change is enacted. A valuation allowance is recorded to reduce the Company's deferred tax assets to the amount that is more likely than not to be realized. We had no recorded valuation allowance at September 30, 2022 and December 31, 2021. Our effective tax rate was 25.9% and 26.9% for the three months ended September 30, 2022 and 2021, respectively. The decrease in the effective tax rate is primarily the result of a decrease in the accrual of tax for uncertain tax positions associated with a decline in volume of related transactions occurring in the three months ended September 30, 2022 compared to the same period of 2021. Our effective tax rate was 26.5% and 25.8% for the nine months ended September 30, 2022 and 2021, respectively. The increase in the effective tax rate is primarily the result of an increase in the accrual of tax for uncertain tax positions specific to transactions occurring in nine months ended September 30, 2022. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We record interest and penalties related to unrecognized tax benefits in income tax expense. At September 30, 2022 and December 31, 2021, we had a total of $5.7 million and $4.7 million in gross unrecognized tax benefits, respectively included in long-term income taxes payable in the consolidated balance sheet. Of this amount, $4.5 million and $3.7 million represents the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate as of September 30, 2022 and December 31, 2021. The net change in unrecognized tax benefits was a decrease of $0.1 million and zero during the three months ended September 30, 2022 and September 30, 2021, respectively. The net change in unrecognized tax benefits was an increase of $1.1 million and a decrease of $0.3 million during the nine months ended September 30, 2022 and September 30, 2021, respectively. The net increase in unrecognized tax benefits for the nine month periods ended September 30, 2022 is due to specific non-recurring transactions in 2022, that did not occur in 2021. The total net amount of accrued interest and penalties for such unrecognized tax benefits was $0.7 million and $0.8 million at September 30, 2022 and December 31, 2021, respectively and is included in long-term income taxes payable in the consolidated balance sheets. These unrecognized tax benefits relate to state income tax filing positions. Income tax expense is increased each period for the accrual of interest on outstanding positions and penalties when the uncertain tax position is initially recorded. Income tax expense is reduced in periods by the amount of accrued interest and penalties associated with reversed uncertain tax positions due to lapse of applicable statute of limitations, when applicable or when a position is settled. Net interest and penalties included in income tax expense for the three month period ended September 30, 2022 and September 30, 2021 was a net expense of approximately zero and $0.1 million, respectively. Net interest and penalties included in income tax expense for the nine month period ended September 30, 2022 and September 30, 2021 was a net benefit of approximately $0.1 million and $0.1 million, respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2022 (in thousands) Balance at December 31, 2021 $ 4,671 Additions based on tax positions related to current year 1,906 Additions for tax positions of prior years 131 Reductions due to lapse of applicable statute of limitations (771) Settlements (208) Balance at September 30, 2022 $ 5,729 A number of years may elapse before an uncertain tax position is audited and ultimately settled. It is difficult to predict the ultimate outcome or the timing of resolution for uncertain tax positions. It is reasonably possible that the amount of unrecognized tax benefits could significantly increase or decrease within the next twelve months. These changes could result from the expiration of the statute of limitations, examinations or other unforeseen circumstances. We do not have any outstanding litigation related to income tax matters. At this time, management’s best estimate of the reasonably possible change in the amount of gross unrecognized tax benefits is approximately no change to an increase of $1.0 million during the next twelve months, due to the combination of expiration of certain statute of limitations and estimated additions. The federal statute of limitations remains open for the years 2019 and forward. Tax years 2012 and forward are subject to audit by state tax authorities depending on the tax code and administrative practice of each state. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesWe are a party to ordinary, routine litigation and administrative proceedings incidental to our business. In the opinion of management, our potential exposure under pending legal proceedings is adequately provided for in the accompanying consolidated financial statements. The total estimated purchase commitments for tractors (net of tractor sale commitments) and trailer equipment as of September 30, 2022 was $68.5 million. These commitments extend through the remainder of 2022 and into 2023. |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation [Abstract] | |
Basis of Presentation [Policy Text Block] | Basis of Presentation and New Accounting PronouncementsHeartland Express, Inc. is a holding company incorporated in Nevada, which directly or indirectly owns all of the stock of the following active legal entities: Heartland Express, Inc. of Iowa, Heartland Express Services, Inc., Heartland Express Maintenance Services, Inc. ("Heartland Express"), and Midwest Holding Group, LLC and Millis Transfer, LLC ("Millis Transfer"), and Smith Transport, Inc., Smith Trucking, Inc., and Franklin Logistics, Inc. ("Smith Transport"), and CFI entities, Transportation Resources, Inc., Contract Freighters, Inc., and CFI Logistica entities (collectively "CFI"). On May 31, 2022, Heartland Express, Inc. of Iowa acquired Smith Transport, a truckload carrier headquartered in Roaring Spring, Pennsylvania. On August 31, 2022, Heartland Express, Inc. of Iowa acquired CFI's non-dedicated U.S. dry van and temperature-controlled truckload business located in Joplin, Missouri, and CFI Logistica operations located in Mexico. We, together with our subsidiaries, are a short, medium, and long-haul truckload carrier and transportation services provider. We primarily provide nationwide asset-based dry van truckload service for major shippers across the United States, along with cross-border freight and other transportation services offered through third party partnerships in Mexico.The accompanying consolidated financial statements include the parent company, Heartland Express, Inc., and its subsidiaries, all of which are wholly owned. All material intercompany items and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and notes to the financial statements required by U.S. GAAP for complete financial statements. In the opinion of management, all normal, recurring adjustments considered necessary for a fair presentation have been included. The consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2021 included in the Annual Report on Form 10-K the Company filed with the Securities and Exchange Commission (the "SEC") on February 25, 2022. Interim results of operations are not necessarily indicative of the results to be expected for the full year or any other interim periods. |
Use of Estimates, Policy [Policy Text Block] | Use of EstimatesThe preparation of the consolidated financial statements in conformity with 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Segment Reporting, Policy [Policy Text Block] | Segment InformationWe provide truckload services across the United States (U.S.), Mexico, and parts of Canada. These truckload services are primarily asset-based transportation services in the dry van truckload market, and we also offer truckload temperature-controlled transportation services and logistics services, which are not significant to our consolidated operations. Our Chief Operating Decision Maker (“CODM”) oversees and manages all of our transportation services, on a combined basis, including previously acquired entities. As a result of the foregoing, we have determined that we have one segment, consistent with the authoritative accounting guidance on disclosures about segments of an enterprise and related information. |
Revenue [Policy Text Block] | The Company recognizes revenue over time as control of the promised services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The delivery of the shipment and completion of the performance obligation allows for the collection of payment generally within 30 days after the delivery date of the shipment for the majority of our customers. The Company's operations are consistent with those in the trucking industry where freight is hauled twenty-four hours a day and seven days a week, subject to hours of service rules. The Company’s average length of haul is approximately 600 miles per trip and each individual shipment accepted by the Company is considered a separate contract with the performance obligation |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash EquivalentsCash equivalents are short-term, highly liquid investments with insignificant interest rate risk and original maturities of three months or less at acquisition. |
Property, Plant and Equipment, Policy [Policy Text Block] | Prepaid Tires, Property, Equipment, and DepreciationProperty and equipment are reported at cost, net of accumulated depreciation. Maintenance and repairs are charged to operations as incurred. New tires are capitalized separately from revenue equipment and are reported separately as “Prepaid tires” in the consolidated balance sheets and amortized over two years. Depreciation for financial statement purposes is computed by the straight-line method for all assets other than tractors. We recognize depreciation expense on new tractors (excludes assets acquired in an acquisition) using the 125% declining balance method. Revenue equipment acquired through acquisitions is generally revalued to current market values as of the acquisition date. These acquired assets are depreciated on a straight-line basis aligned with the remaining period of expected use. As acquired equipment is replaced, our fleet returns to our base methods of declining balance depreciation for tractors and straight-line depreciation for trailers. New tractors are depreciated to salvage values of $15,000 while new trailers are depreciated to salvage values of $4,000. |
Earnings Per Share, Policy [Policy Text Block] | Earnings per ShareBasic earnings per share is based upon the weighted average common shares outstanding during each year. Diluted earnings per share is based on the basic weighted earnings per share with additional weighted common shares for common stock equivalents. |
Income Tax, Policy [Policy Text Block] | We use the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Such amounts are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when temporary differences reverse. The effect of changes in tax rates on deferred taxes is recognized in the period that the change is enacted. A valuation allowance is recorded to reduce the Company's deferred tax assets to the amount that is more likely than not to be realized. |
Income Tax Uncertainties, Policy [Policy Text Block] | We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We record interest and penalties related to unrecognized tax benefits in income tax expense. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business Acquisition, Pro Forma Information, Smith Transport | Year ended Nine months ended December 31, 2021 September 30, 2022 (in thousands) (in thousands) Operating Revenue $810,459 $705,795 Net Income $96,466 $125,159 |
Business Acquisition, Pro Forma Information, CFI | Year ended Nine months ended December 31, 2021 September 30, 2022 (in thousands) (in thousands) Operating Revenue $1,152,413 $1,039,629 Net Income $110,157 $159,196 |
Business Combination, Separately Recognized Transactions, Smith Transport | (in thousands) Trade and other accounts receivable $ 32,300 Other current assets 6,238 Property and equipment 68,196 Operating lease right of use assets 26,661 Other non-current assets 4,079 Intangible assets 28,070 Goodwill 42,129 Total assets 207,673 Accounts payable and accrued expenses (7,917) Insurance accruals (4,263) Long-term debt (11,424) Finance lease liabilities (35,359) Operating lease liabilities (26,661) Net cash paid $ 122,049 |
Business Combination, Separately Recognized Transactions, CFI | (in thousands) Trade and other accounts receivable $ 74,740 Other current assets 13,106 Property and equipment 461,147 Other non-current assets 972 Deferred income taxes 2,018 Intangible assets 55,097 Goodwill 106,375 Total assets 713,455 Accounts payable and accrued expenses (52,195) Insurance accruals (262) Income taxes payable (585) Deferred income taxes (106,610) Net cash paid $ 553,803 |
Other Intangible, Net and Goo_2
Other Intangible, Net and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Amortization period (years) Gross Amount Accumulated Amortization Net finite intangible assets (in thousands) Customer relationships 15-20 $ 74,188 $ 7,260 $ 66,928 Trade name 0.5-6 12,900 9,580 3,320 Covenants not to compete 1-10 5,832 4,226 1,606 $ 92,920 $ 21,066 $ 71,854 |
Goodwill [Line Items] | |
Schedule of Goodwill [Table Text Block] | Goodwill (in thousands) Balance at December 31, 2021 $ 168,295 Acquisition May 31, 2022 42,129 Acquisition August 31, 2022 106,375 Balance at September 30, 2022 $ 316,799 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three months ended September 30, 2022 Net Income (numerator) Shares (denominator) Per Share Amount Basic EPS $ 24,415 78,937 $ 0.31 Effect of restricted stock — 37 Diluted EPS $ 24,415 78,974 $ 0.31 Three months ended September 30, 2021 Net Income (numerator) Shares (denominator) Per Share Amount Basic EPS $ 24,466 79,336 $ 0.31 Effect of restricted stock — 28 Diluted EPS $ 24,466 79,364 $ 0.31 Nine months ended September 30, 2022 Net Income (numerator) Shares (denominator) Per Share Amount Basic EPS $ 118,095 78,933 $ 1.50 Effect of restricted stock — 29 Diluted EPS $ 118,095 78,962 $ 1.50 Nine months ended September 30, 2021 Net Income (numerator) Shares (denominator) Per Share Amount Basic EPS $ 58,942 79,795 $ 0.74 Effect of restricted stock — 44 Diluted EPS $ 58,942 79,839 $ 0.74 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Disclosure of restricted stock award activity | The following tables summarize our restricted stock award activity for the three and nine months ended September 30, 2022 and 2021. Three Months Ended September 30, 2022 Number of Shares of Restricted Stock Awards (in thousands) Weighted Average Grant Date Fair Value Unvested at beginning of period 25.0 $ 17.21 Granted 22.3 15.76 Vested (2.8) 15.30 Forfeited — — Outstanding (unvested) at end of period 44.5 $ 16.60 Three Months Ended September 30, 2021 Number of Shares of Restricted Stock Awards (in thousands) Weighted Average Grant Date Fair Value Unvested at beginning of period 44.2 $ 19.83 Granted 5.0 16.79 Vested (21.5) 18.82 Forfeited — — Outstanding (unvested) at end of period 27.7 $ 20.07 Nine Months Ended September 30, 2022 Number of Shares of Restricted Stock Awards (in thousands) Weighted Average Grant Date Fair Value Unvested at beginning of period 14.0 $ 19.70 Granted 50.3 15.41 Vested (19.8) 15.76 Forfeited — — Outstanding (unvested) at end of period 44.5 $ 16.60 Nine Months Ended September 30, 2021 Number of Shares of Restricted Stock Awards (in thousands) Weighted Average Grant Date Fair Value Unvested at beginning of period 59.7 $ 20.29 Granted 24.3 18.29 Vested (56.3) 19.54 Forfeited — — Outstanding (unvested) at end of period 27.7 $ 20.07 |
Lease Obligations (Tables)
Lease Obligations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | Our future minimum lease payments as of September 30, 2022, are summarized as follows by lease category: (in thousands) Operating Finance 2022 (remaining) $ 3,593 $ 2,102 2023 12,498 12,961 2024 6,193 8,231 2025 3,004 7,511 2026 151 3,901 Thereafter — — Total minimum lease payments $ 25,439 $ 34,706 Less: future payment amount for interest 1,083 2,347 Present value of minimum lease payments $ 24,356 $ 32,359 Less: current portion 12,739 10,026 Lease obligations, long-term $ 11,617 $ 22,333 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2022 (in thousands) Balance at December 31, 2021 $ 4,671 Additions based on tax positions related to current year 1,906 Additions for tax positions of prior years 131 Reductions due to lapse of applicable statute of limitations (771) Settlements (208) Balance at September 30, 2022 $ 5,729 |
Segment Information (Details)
Segment Information (Details) | 9 Months Ended |
Sep. 30, 2022 segments | |
Segment Reporting Information [Line Items] | |
Number of Segments | 1 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Contract with Customer, Asset, after Allowance for Credit Loss | $ 2,100 | $ 2,100 | $ 1,300 | ||
Operating Revenue | 273,976 | $ 152,612 | 613,073 | $ 459,142 | |
Accessorial and other revenues | 8,400 | 2,700 | 15,900 | 8,600 | |
fuel surcharge [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Fuel surcharge revenue | $ 47,500 | $ 19,600 | $ 107,800 | $ 55,500 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Property, Plant and Equipment [Line Items] | |||
Restricted Cash and Cash Equivalents | $ 15,000 | $ 16,000 | |
Restricted Cash included in other current assets | 900 | 900 | $ 932 |
Restricted Cash included in other assets | $ 14,100 | $ 15,100 | $ 15,753 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Aug. 31, 2022 | May 31, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Business Combinations [Abstract] | |||||
Business Combination, Accounts and Other Receivables, Net, Current | $ 74,740 | $ 32,300 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 13,106 | 6,238 | |||
Business Combination, Property, Plant and Equipment, Net | 461,147 | 68,196 | |||
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Operating Lease right of use assets | 26,661 | ||||
Business Combination, Other Assets, Noncurrent | 972 | 4,079 | |||
Business Combination, Deferred Income Taxes Asset | 2,018 | ||||
Business Combination, Intangible Assets, Current | 55,097 | 28,070 | |||
Business Combination, Goodwill, Acquired During Period | 106,375 | 42,129 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 713,455 | 207,673 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (52,195) | (7,917) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Insurance | (262) | (4,263) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | (11,424) | ||||
Business Combination, Finance Lease, Liability | (35,359) | ||||
Operating lease liabilities | (26,661) | ||||
Business Combination Income Taxes Payable | (585) | ||||
Business Combination, Deferred Income Taxes, Liability | (106,610) | ||||
Business Combination, Payments to Acquire Businesses, Net | 553,803 | 122,049 | |||
Business Acquisition, Consideration Transferred and debt assumed | 169,400 | ||||
Business Combination, Gross Cash Paid | 560,600 | 140,600 | |||
Business Combination, Cash Acquired | 6,800 | 18,600 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt and finance lease liability | $ (46,800) | $ (42,600) | $ (42,600) | ||
Acquired Business Percent of Assets, Smith Transport | 12.50% | 12.50% | |||
Acquired Business Percent of Assets, CFI | 42.90% | 42.90% | |||
Acquired Business Percent of Revenue, Smith Transport | 20.70% | 12.40% | |||
Acquired Business Percent of Revenue, CFI | 20.50% | 9.20% | |||
Goodwill, Acquired During Period, Smith Transport | $ 1,600 | $ 42,129 | |||
Business Combination, Acquisition Related Costs | $ 1,100 | 2,300 | |||
Business Acquisition, Pro Forma Adjustments, Net Income Change, Smith Transport | 7,100 | $ 17,200 | |||
Business Acquisition, Pro Forma Adjustments, Net Income Change, CFI | 41,100 | 30,900 | |||
Business Acquisition, Pro Forma Revenue, Smith Transport | 705,795 | 810,459 | |||
Business Acquisition, Pro Forma Revenue, CFI | 1,039,629 | 1,152,413 | |||
Business Acquisition, Pro Forma Net Income (Loss), Smith Transport | 125,159 | 96,466 | |||
Business Acquisition, Pro Forma Net Income (Loss), CFI | $ 159,196 | $ 110,157 | |||
Cash Consideration - Funded Claims | $ 24,000 |
Prepaid Tires, Property, Equi_2
Prepaid Tires, Property, Equipment and Depreciation (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Amortization Period of Tires | two years | |
Sold revenue equipment in other current assets | $ 3,100 | $ 1,500 |
Tractors [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant, and Equipment, Salvage Value | 15 | |
Trailers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant, and Equipment, Salvage Value | $ 4 |
Other Intangible, Net and Goo_3
Other Intangible, Net and Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Finite-Lived Intangible Assets, Amortization Expense | $ 1,000 | $ 600 | $ 2,200 | $ 1,800 | |
Carrying amount of goodwill | 316,799 | 316,799 | $ 168,295 | ||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Amount | 92,920 | 92,920 | |||
Accumulated Amortization | 21,066 | 21,066 | |||
Net Intangible Assets | 71,854 | 71,854 | |||
Gross Intangible Assets Acquired, Smith Transport | 28,100 | ||||
Finite-lived Intangible Assets Acquired, Smith Transport | 20,100 | ||||
Indefinite-lived Intangible Assets Acquired, Smith Transport | 8,000 | ||||
Gross Intangible Assets Acquired, CFI | 55,100 | 55,100 | |||
Finite-lived Intangible Assets Acquired, CFI | 31,600 | 31,600 | |||
Indefinite-lived Intangible Assets Acquired, CFI | 23,500 | 23,500 | |||
Goodwill, Acquired During Period, Smith Transport | 1,600 | 42,129 | |||
Goodwill, Acquired During Period, CFI | 106,375 | 106,375 | |||
Customer Relationships [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Amount | 74,188 | 74,188 | |||
Accumulated Amortization | 7,260 | 7,260 | |||
Net Intangible Assets | 66,928 | 66,928 | |||
Tradename | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Amount | 12,900 | 12,900 | |||
Accumulated Amortization | 9,580 | 9,580 | |||
Net Intangible Assets | 3,320 | 3,320 | |||
Covenants Not to Compete | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Amount | 5,832 | 5,832 | |||
Accumulated Amortization | 4,226 | 4,226 | |||
Net Intangible Assets | $ 1,606 | $ 1,606 | |||
Maximum [Member] | Customer Relationships [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization period (years) | 20 years | ||||
Maximum [Member] | Tradename | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization period (years) | 6 years | ||||
Maximum [Member] | Covenants Not to Compete | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization period (years) | 10 years | ||||
Minimum [Member] | Customer Relationships [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization period (years) | 15 years | ||||
Minimum [Member] | Tradename | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization period (years) | 6 months | ||||
Minimum [Member] | Covenants Not to Compete | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization period (years) | 1 year |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net Income | $ 24,415 | $ 24,466 | $ 118,095 | $ 58,942 |
Basic EPS, Shares | 78,937 | 79,336 | 78,933 | 79,795 |
Basic EPS, Per Share Amount | $ 0.31 | $ 0.31 | $ 1.50 | $ 0.74 |
Effect of restricted stock | $ 0 | $ 0 | $ 0 | $ 0 |
Effect of restricted stock, Shares | 37 | 28 | 29 | 44 |
Diluted EPS, Net Income | $ 24,415 | $ 24,466 | $ 118,095 | $ 58,942 |
Diluted EPS, Shares | 78,974 | 79,364 | 78,962 | 79,839 |
Diluted EPS, Per Share Amount | $ 0.31 | $ 0.31 | $ 1.50 | $ 0.74 |
Equity (Details)
Equity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Repurchases [Abstract] | ||||
Number of Shares Authorized to be Repurchased | 6,600 | 6,600 | ||
Treasury Stock, Shares, Acquired | 0 | 1,000 | 0 | 1,800 |
Treasury Stock Value, Acquired, Cost Method | $ 16,400 | $ 30,900 | ||
Dividends, Common Stock, Cash | $ 1,600 | 41,100 | $ 4,700 | 44,300 |
Special Dividend | 39,500 | 39,500 | ||
Regular Dividend | $ 1,600 | $ 1,600 | $ 4,700 | $ 4,800 |
Special Dividend Per Share | $ 0.5 | $ 0.5 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | May 13, 2021 | Jul. 11, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 9 months 18 days | |||||
Restricted Stock Shares Authorized | 600,000 | 900,000 | ||||
Stock-based Compensation | $ 200 | $ 200 | $ 500 | $ 1,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 400 | $ 400 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward] | ||||||
Unvested at beginning of year, Number of Restricted Stock Awards (in shares) | 25,000 | 44,200 | 14,000 | 59,700 | ||
Unvested at beginning of year, Weighted Average Grant Date Fair Value (in dollars) | $ 17.21 | $ 19.83 | $ 19.70 | $ 20.29 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 22,300 | 5,000 | 50,300 | 24,300 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 15.76 | $ 16.79 | $ 15.41 | $ 18.29 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (2,800) | (21,500) | (19,800) | (56,300) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 15.30 | $ 18.82 | $ 15.76 | $ 19.54 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 0 | 0 | 0 | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 0 | $ 0 | $ 0 | $ 0 | ||
Outstanding (unvested) at end of year, Number of Restricted Stock Awards (in shares) | 44,500 | 27,700 | 44,500 | 27,700 | ||
Outstanding (unvested) at end of year, Weighted Average Grant Date Fair Value (in dollars) | $ 16.60 | $ 20.07 | $ 16.60 | $ 20.07 |
Long-Term Debt (Details)
Long-Term Debt (Details) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2022 USD ($) Rate | Oct. 31, 2022 USD ($) | Aug. 31, 2022 USD ($) | May 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||
Letters of Credit Outstanding, Amount | $ 13,200 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt and finance lease liability | $ 42,600 | $ 46,800 | ||
Debt Acquired, Weighted Average Interest Rate | Rate | 4.40% | |||
Finance Lease, Weighted Average Discount Rate, Percent | Rate | 3.90% | |||
Finance Lease, Weighted Average Remaining Lease Term | 2 years 6 months | |||
Finance Lease Obligations | $ 32,400 | |||
Debt Acquired | 10,200 | |||
Unsecured Credit Facility | $ 550,000 | |||
Revolving Line of Credit | 100,000 | |||
Term Facility | 450,000 | |||
Swing Line | 20,000 | |||
Available amount for issuance of letters of credit | 50,000 | |||
Uncommitted Accordion Feature | 275,000 | |||
Outstanding Debt on Term Facility | 425,000 | |||
Outstanding Debt on Revolving Facility | 0 | |||
Line of Credit Facility, Current Borrowing Capacity | $ 86,800 | |||
Revolving Facility, Related Party | 8,200 | |||
Term Facility, Related Party | $ 36,800 | |||
Weighted Average Interest Rate, Credit Facility | Rate | 4.80% | |||
Debt Instrument, Covenant, Distributions Max Leverage Ratio | 2.5 | |||
Debt Instrument, Covenant, Minimum Interest Coverage Ratio | 3 | |||
Debt Instrument, Covenant, Maximum Net Leverage Ratio | 2.75 | |||
Max Annual Dividend | $ 10,000 | |||
Applicable Margin Base | Rate | 1% | |||
Term SOFR one-month spread | Rate | 1.10% | |||
Subsequent Event [Member] | ||||
Debt Instrument [Line Items] | ||||
Term Facility Principal Payments | $ 25,000 | |||
Federal Funds Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||
Minimum [Member] | ABR Loan | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | Rate | 0.25% | |||
Minimum [Member] | Secured Overnight Financing Rate (SOFR) Overnight Financing Rate | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | Rate | 1.25% | |||
Maximum [Member] | ABR Loan | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | Rate | 0.875% | |||
Maximum [Member] | Secured Overnight Financing Rate (SOFR) Overnight Financing Rate | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | Rate | 1.875% |
Lease Obligations (Details)
Lease Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Operating Leases [Abstract] | ||
2022 (remaining) | $ 3,593 | |
2023 | 12,498 | |
2024 | 6,193 | |
2025 | 3,004 | |
2026 | 151 | |
Thereafter | 0 | |
Lessee, Operating Lease, Liability, to be Paid | 25,439 | |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | 1,083 | |
Operating Lease, Liability | 24,356 | |
Operating Lease, Liability, Current | 12,739 | $ 0 |
Operating Lease, Liability, Noncurrent | 11,617 | $ 0 |
Right of Use Asset associated with the leased terminal facility | $ 4,000 | |
Operating Lease, Weighted Average Remaining Lease Term | 1 year 8 months 12 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 3.80% | |
Right of Use Operating Lease Assets Acquired | $ 20,400 | |
Finance Leases [Abstract] | ||
2022 (remaining) | 2,102 | |
2023 | 12,961 | |
2024 | 8,231 | |
2025 | 7,511 | |
2026 | 3,901 | |
Thereafter | 0 | |
Finance Lease, Liability, Payment, Due | 34,706 | |
Finance Lease, Liability, Undiscounted Excess Amount | 2,347 | |
Finance Lease, Liability | 32,359 | |
Finance Lease, Liability, Current | 10,026 | |
Finance Lease, Liability, Noncurrent | $ 22,333 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||
Effective Income Tax Rate, Percent | 25.90% | 26.90% | 26.50% | 25.80% | |
Valuation Allowance [Abstract] | |||||
Valuation Allowance, Amount | $ 0 | $ 0 | $ 0 | ||
Income Tax Uncertainties [Abstract] | |||||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 4,500 | 4,500 | 3,700 | ||
Unrecognized Tax Benefits, Period Increase (Decrease) | (100) | $ 0 | 1,100 | $ (300) | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 700 | 700 | $ 800 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 0 | $ 100 | (100) | $ (100) | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||||
Balance beginning of period | 4,671 | ||||
Additions based on tax positions related to current year | 1,906 | ||||
Additions for tax positions of prior years | 131 | ||||
Reductions due to lapse of applicable statute of limitations | (771) | ||||
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities | (208) | ||||
Balance end of period | 5,729 | 5,729 | |||
Maximum [Member] | |||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | 1,000 | 1,000 | |||
Minimum [Member] | |||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Unrecorded Unconditional Purchase Obligation | $ 68.5 |