Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | |||||
Dec. 31, 2022 | Feb. 24, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Document Information [Line Items] | ||||||
Entity Registrant Name | HEARTLAND EXPRESS, INC. | |||||
Entity Central Index Key | 0000799233 | |||||
Document Type | 10-K | |||||
Document Period End Date | Dec. 31, 2022 | |||||
Document Fiscal Year Focus | 2022 | |||||
Document Fiscal Period Focus | FY | |||||
Current Fiscal Year End Date | --12-31 | |||||
Entity Well-known Seasoned Issuer | Yes | |||||
Entity Voluntary Filers | No | |||||
Entity Shell Company | false | |||||
Entity Current Reporting Status | Yes | |||||
Amendment Flag | false | |||||
Entity Filer Category | Large Accelerated Filer | |||||
Entity Small Business | false | |||||
Entity Emerging Growth Company | false | |||||
Entity Common Stock, Shares Outstanding | 78,988,359 | |||||
Unvested, Number of Restricted Stock Awards (in shares) | 40,080 | 33,080 | 14,000 | 59,700 | 52,100 | |
Entity Public Float | $ 0.6 | |||||
City Area Code | 319 | |||||
Local Phone Number | 645-7060 | |||||
Entity Incorporation, State or Country Code | NV | |||||
Entity File Number | 0-15087 | |||||
Entity Address, Address Line One | 901 Heartland Way | |||||
Entity Address, City or Town | North Liberty | |||||
Entity Address, State or Province | IA | |||||
Security Exchange Name | NASDAQ | |||||
Entity Address, Postal Zip Code | 52317 | |||||
Entity Tax Identification Number | 93-0926999 | |||||
Document Transition Report | false | |||||
Entity Interactive Data Current | Yes | |||||
Trading Symbol | HTLD | |||||
Document Annual Report | true | |||||
Title of 12(g) Security | Common Stock, $0.01 par value | |||||
ICFR Auditor Attestation Flag | true | |||||
Auditor Firm ID | 248 | |||||
Auditor Name | GRANT THORNTON LLP | |||||
Auditor Location | Tulsa, Oklahoma | |||||
Documents Incorporated by Reference | Portions of the registrant's definitive proxy statement relating to its 2023 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K, where indicated. The registrant's definitive proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days after December 31, 2022. | |||||
Document Financial Statement Error Correction Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 49,462 | $ 157,742 |
Trade receivables, net | 139,819 | 52,812 |
Prepaid tires | 11,293 | 9,168 |
Other current assets | 26,069 | 9,406 |
Income tax receivable | 3,139 | 4,095 |
Total current assets | 229,782 | 233,223 |
PROPERTY AND EQUIPMENT | ||
Land and land improvements | 94,155 | 90,218 |
Buildings | 143,899 | 95,305 |
Furniture and fixtures | 6,946 | 5,365 |
Shop and service equipment | 21,652 | 15,727 |
Revenue equipment | 1,000,472 | 500,311 |
Construction in progress | 15,070 | 3,834 |
Property and equipment, gross | 1,282,194 | 710,760 |
Less accumulated depreciation | 308,936 | 222,845 |
Property and equipment, net | 973,258 | 487,915 |
GOODWILL | 320,675 | 168,295 |
OTHER INTANGIBLES, NET | 103,701 | 22,355 |
DEFERRED INCOME TAX ASSETS, NET | 1,224 | 0 |
OTHER ASSETS | 19,894 | 16,754 |
OPERATING LEASE RIGHT OF USE ASSETS | 20,954 | 0 |
Assets | 1,669,488 | 928,542 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 62,712 | 20,538 |
Compensation and benefits | 30,972 | 21,411 |
Insurance accruals | 18,490 | 15,677 |
Long-term debt and finance lease liabilities - current portion | 13,946 | 0 |
Operating lease liabilities - current portion | 12,001 | 0 |
Other accruals | 18,636 | 13,968 |
Total current liabilities | 156,757 | 71,594 |
LONG-TERM LIABILITIES | ||
Income taxes payable | 6,466 | 5,491 |
Long-term debt and finance lease liabilities less current portion | 399,062 | 0 |
Operating lease liabilities less current portion | 8,953 | 0 |
Deferred income taxes, net | 207,516 | 89,971 |
Accident and work comp accruals less current portion | 35,257 | 34,384 |
Total long-term liabilities | 657,254 | 129,846 |
COMMITMENTS AND CONTINGENCIES (Note 13) | ||
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 78,984 and 78,923 in 2022 and 2021, respectively | 907 | 907 |
Additional paid-in capital | 4,165 | 4,141 |
Retained earnings | 1,051,641 | 924,375 |
Treasury stock, at cost; 11,705 and 11,766 shares in 2022 and 2021, respectively | (201,236) | (202,321) |
Stockholders' Equity Attributable to Parent | 855,477 | 727,102 |
Liabilities and Stockholders' Equity | $ 1,669,488 | $ 928,542 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parentheticals - $ / shares shares in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Consolidated Balance Sheets Parentheticals [Abstract] | ||
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 | 78,984 | 78,923 |
Treasury Stock, Shares | 11,705 | 11,766 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
OPERATING REVENUE | $ 967,996 | $ 607,284 | $ 645,262 |
Operating Expenses | |||
Salaries, wages and benefits | 346,271 | 250,035 | 269,482 |
Rent and purchased transportation | 54,288 | 3,810 | 4,643 |
Fuel | 194,608 | 99,597 | 86,094 |
Operations and maintenance | 39,092 | 21,522 | 27,647 |
Operating taxes and licenses | 16,387 | 13,595 | 14,962 |
Insurance and claims | 34,436 | 20,826 | 22,229 |
Communications and utilities | 6,995 | 4,447 | 5,281 |
Depreciation and amortization | 133,047 | 104,083 | 109,937 |
Other operating expenses | 51,420 | 21,400 | 26,398 |
Gain on disposal of property and equipment | (96,906) | (37,438) | (14,830) |
Total operating expenses | 779,638 | 501,877 | 551,843 |
Operating income | 188,358 | 105,407 | 93,419 |
Interest income | 1,288 | 640 | 842 |
Interest expense | (8,555) | 0 | 0 |
Income before income taxes | 181,091 | 106,047 | 94,261 |
Federal and state income tax expense | 47,507 | 26,770 | 23,455 |
Net Income | 133,584 | 79,277 | 70,806 |
Other comprehensive income, net of tax | 0 | 0 | 0 |
Comprehensive income | $ 133,584 | $ 79,277 | $ 70,806 |
Net income per share | |||
Basic | $ 1.69 | $ 1 | $ 0.87 |
Diluted | $ 1.69 | $ 1 | $ 0.87 |
Weighted average shares outstanding | |||
Basic | 78,941 | 79,573 | 81,388 |
Diluted | 78,974 | 79,612 | 81,444 |
Dividends declared per share | $ 0.08 | $ 0.58 | $ 0.08 |
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, 2019 | $ 684,659 | $ 907 | $ 4,141 | $ 826,666 | $ (147,055) |
Net income | 70,806 | 0 | 0 | 70,806 | 0 |
Dividends on common stock | (6,502) | 0 | 0 | (6,502) | 0 |
Repurchases of common stock | (26,139) | 0 | 0 | 0 | (26,139) |
Stock-based compensation, net of tax | 1,510 | 0 | 189 | 0 | 1,321 |
Balance at Dec. 31, 2020 | 724,334 | 907 | 4,330 | 890,970 | (171,873) |
Net income | 79,277 | 0 | 0 | 79,277 | 0 |
Dividends on common stock | (45,872) | 0 | 0 | (45,872) | 0 |
Repurchases of common stock | (31,540) | 0 | 0 | 0 | (31,540) |
Stock-based compensation, net of tax | 903 | 0 | (189) | 0 | 1,092 |
Balance at Dec. 31, 2021 | 727,102 | 907 | 4,141 | 924,375 | (202,321) |
Net income | 133,584 | 0 | 0 | 133,584 | 0 |
Dividends on common stock | (6,318) | 0 | 0 | (6,318) | 0 |
Stock-based compensation, net of tax | 1,109 | 0 | 24 | 0 | 1,085 |
Balance at Dec. 31, 2022 | $ 855,477 | $ 907 | $ 4,165 | $ 1,051,641 | $ (201,236) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity Parentheticals - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Dividends declared per share | $ 0.08 | $ 0.58 | $ 0.08 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
OPERATING ACTIVITIES | |||
Net income | $ 133,584 | $ 79,277 | $ 70,806 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 133,047 | 104,232 | 110,381 |
Deferred income taxes | 2,412 | (5,869) | 8,148 |
Stock-based compensation expense | 1,399 | 1,150 | 2,092 |
Debt-related amortization | 360 | 0 | 0 |
Gain on disposal of property and equipment | (96,906) | (37,438) | (14,830) |
Changes in certain working capital items (net of acquisition): | |||
Trade receivables | 20,033 | 2,765 | 1,176 |
Prepaid expenses and other current assets | 845 | 3,657 | (3,628) |
Accounts payable, accrued liabilities, and accrued expenses | (1,227) | (18,476) | 3,062 |
Accrued income taxes | 1,166 | (5,880) | 1,643 |
Net cash provided by operating activities | 194,713 | 123,418 | 178,850 |
INVESTING ACTIVITIES | |||
Proceeds from sale of property and equipment | 172,750 | 130,184 | 93,160 |
Purchases of property and equipment, net of trades | (160,568) | (132,640) | (204,337) |
Acquisition of business, net of cash acquired | (675,852) | 0 | 0 |
Change in other assets | 411 | (191) | 129 |
Net cash used in investing activities | (663,259) | (2,647) | (111,048) |
FINANCING ACTIVITIES | |||
Cash dividends paid | (6,318) | (45,872) | (6,502) |
Proceeds from issuance of long-term debt | 447,343 | 0 | 0 |
Shares withheld for employee taxes related to stock-based compensation | (290) | (247) | (582) |
Repayments on finance leases and debt | (81,478) | 0 | 0 |
Repurchases of common stock | 0 | (32,025) | (25,654) |
Net cash provided by (used in) financing activities | 359,257 | (78,144) | (32,738) |
Net increase (decrease) in cash and cash equivalents | (109,289) | 42,627 | 35,064 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |||
Beginning of period | 173,767 | 131,140 | 96,076 |
End of period | 64,478 | 173,767 | 131,140 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||
Cash paid during the period for interest expense | 6,384 | 0 | 0 |
Cash paid during the period for income taxes, net of refunds | 44,010 | 38,519 | 13,664 |
Noncash investing and financing activities: | |||
Fair value of revenue equipment traded | 428 | 0 | 0 |
Purchased property and equipment in accounts payable | 11,938 | 9,019 | 2,172 |
Sold revenue equipment and property in other current assets | 1,558 | 1,512 | 3,383 |
Treasury stock acquired in accounts payable | 0 | 0 | 485 |
Right-of-use assets obtained in exchange for operating lease liabilities | 3,345 | 0 | 0 |
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |||
Cash and cash equivalents | 49,462 | 157,742 | 113,852 |
Restricted cash included in other current assets | 752 | 928 | 1,075 |
Restricted cash included in other assets | 14,264 | 15,097 | 16,213 |
Total cash, cash equivalents and restricted cash | $ 64,478 | $ 173,767 | $ 131,140 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Nature of Business Heartland 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. and Contract Freighters, Inc. (collectively with certain Mexican entities, "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 certain Mexican entities (collectively "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. Principles of Consolidation 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. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“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 Information We 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 Mexico logistics services, which are not significant to our operations. Our Chief Operating Decision Maker 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. Cash and Cash Equivalents Cash equivalents are short-term, highly liquid investments with insignificant interest rate risk and original maturities of three months or less at acquisition. The Company has deposits that potentially subject it to concentration of credit risk consisting of cash equivalents. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At December 31, 2022, the Company had $13.9 million in excess of the FDIC insured limit. At December 31, 2022 and 2021, restricted and designated cash and investments totaled $15.1 million and $16.0 million, respectively. At December 31, 2022, $0.8 million was included in other current assets and $14.3 million was included in other non-current assets in the consolidated balance sheets. At December 31, 2021, $0.9 million was included in other current assets and $15.1 million was included in other non-current assets in the consolidated balance sheets. The restricted and designated funds represent deposits required by state agencies for self-insurance purposes and funds that are earmarked for a specific purpose and not for general business use. Investments Municipal bonds of $0.8 million and $1.5 million at December 31, 2022 and 2021, respectively, are stated at amortized cost, are classified as held-to-maturity and are included in restricted cash in other assets presented as non-current. Investment income received on held-to-maturity municipal bond investments is generally exempt from federal income taxes and is recognized as earned. Trade Receivables 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 based on the credit terms for customer accounts which are predominantly on a net 30 day basis. We use our write off history and our knowledge of uncollectible accounts in estimating the allowance for bad debts. We review the adequacy of our allowance for doubtful accounts on a monthly basis. We are aggressive in our collection efforts resulting in a low number of write-offs annually. Conditions that would lead an account to be considered uncollectible include customers filing bankruptcy and the exhaustion of all practical collection efforts. We will use the necessary legal recourse to recover as much of the receivable as is practical under the law. Allowance for doubtful accounts was $3.3 million and $1.1 million at December 31, 2022 and 2021, respectively. Prepaid Tires, Property, Equipment, and Depreciation Property and equipment are reported at cost, net of accumulated depreciation. Maintenance and repairs are charged to operations as incurred. 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 new tractors. We recognize depreciation expense on new tractors (excluded tractors acquired through acquisition) at 125% declining balance method. New tractors are depreciated to salvage values of $15,000, while new trailers are depreciated to salvage values of $4,000. Revenue equipment acquired through acquisitions is generally revalued to current market values as of the acquisition date. Assets obtained more than a year prior to the acquisition by the acquired company are depreciated on a straight-line basis aligned with the remaining period of expected use, whereas those obtained less than a year prior are depreciated consistent with newly purchased assets. As acquired equipment is replaced, our fleet returns to our base methods of declining balance depreciation for tractors and straight-line depreciation for trailers. Lives of the assets are as follows: Years Land improvements and buildings 5-30 Furniture and fixtures 3-5 Shop and service equipment 3-10 Revenue equipment 5-7 Impairment of Long-Lived Assets We periodically evaluate property and equipment and amortizable intangible assets for impairment upon the occurrence of events or changes in circumstances that indicate the carrying amount of assets may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset group to future net undiscounted cash flows expected to be generated by the group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount over which the carrying amount of the assets exceeds the fair value of the assets. There were no impairment charges recognized during the years ended December 31, 2022, 2021, and 2020. Fair Value of Financial Instruments The fair values of cash and cash equivalents, trade receivables, held-to-maturity investments and accounts payable, which are recorded at cost, approximate fair value based on the short-term nature and high credit quality of these financial instruments. Advertising Costs We expense all advertising costs as incurred. Advertising costs are included in other operating expenses in the consolidated statements of comprehensive income. Advertising expense was $4.8 million, $2.2 million, and $1.8 million for the years ended December 31, 2022, 2021, and 2020, respectively. Goodwill Goodwill is not subject to amortization and is tested for impairment annually and whenever events or changes in circumstances indicate that impairment may have occurred. The Company performs its annual impairment test as of September 30. The Company first assesses qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of each reporting unit is less than its carrying amount, including goodwill. If, after assessing qualitative factors, the Company determines that it is more likely than not that the fair value of each reporting unit is less than its carrying amount, then the Company performs a full fair value assessment of identifiable net assets to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized, if any. As of September 30, 2022, the Company’s assessment of qualitative factors informed its conclusion that a goodwill impairment did not occur. The significant qualitative factors considered include an increase in the Company’s earnings and continued strong cash flow. Our reporting units had fair value in excess of their carrying value. Management determined that no impairment charge was required for the years ended December 31, 2022, 2021, and 2020. Other Intangibles, Net Other intangibles, net consists of a tradename, covenants not to compete, and customer relationships. 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. We periodically evaluate both finite and indefinite lived intangible assets for impairment upon occurrence of events or changes in circumstances that indicate the carrying amount of intangible assets may not be recoverable. Management determined that no intangible impairment charge was required for the years ended December 31, 2022, 2021, and 2020. See Note 5 for additional information regarding intangible assets. Insurance Accruals We are self-insured for auto liability, cargo loss and damage, bodily injury and property damage ("BI/PD"), and workers’ compensation. Insurance accruals reflect the estimated cost of claims, including estimated loss and loss adjustment expenses incurred but not reported, and not covered by insurance. Accident and workers’ compensation accruals are based upon individual case estimates, including reserve development, and estimates of incurred-but-not-reported losses based upon our own historical experience and industry claim trends. Insurance accruals are not discounted. In addition to internally developed reserves and estimates, we utilize an actuarial specialist to provide an independent annual assessment and quarterly monitoring reports of the internally developed accident and workers' compensation accruals. The cost of cargo and BI/PD insurance and claims are included in insurance and claims expense, while the costs of workers’ compensation insurance and claims are included in salaries, wages, and benefits in the consolidated statements of comprehensive income. Insurance accruals are presented as either current or non-current in the consolidated balance sheets based on our expectation of when payment will occur. Health insurance accruals reflect the estimated cost of health related claims, including estimated expenses incurred but not reported. The cost of health insurance and claims are included in salaries, wages and benefits in the consolidated statements of comprehensive income. Health insurance accruals of $10.0 million and $3.2 million are included in other accruals in the consolidated balance sheets as of December 31, 2022 and 2021, respectively. Revenue and Expense 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 predominantly 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 500 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. Our 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 $2.6 million and $1.3 million as of December 31, 2022 and 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 December 31, 2022 and 2021. Stock-Based Compensation We have stock-based compensation plans that provide for the grants of restricted stock awards to our employees, directors and consultants. We account for restricted stock awards using the fair value method of accounting for stock-based compensation. Issuances of stock upon vesting of restricted stock are made from treasury stock. Compensation expense for restricted stock grants is recognized over the requisite service period of each award and is included in salaries, wages and benefits in the consolidated statements of comprehensive income. Total compensation of $15.8 million related to all awards granted under the 2011 and 2021 Restricted Stock Award Plans has been amortized over the requisite service period for each separate vesting period as if the award is, in substance, multiple awards between 2011 and 2025. Earnings per Share Basic earnings per share are 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 years ended December 31, 2022, 2021, and 2020, we granted restricted shares of common stock to certain employees and Directors, under the Company's restricted stock award plans. 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 2022, 2021, and 2020 is as follows (in thousands, except per share data): 2022 Net Income (numerator) Shares (denominator) Per Share Amount Basic EPS $ 133,584 78,941 $ 1.69 Effect of restricted stock — 33 Diluted EPS $ 133,584 78,974 $ 1.69 2021 Net Income (numerator) Shares (denominator) Per Share Amount Basic EPS $ 79,277 79,573 $ 1.00 Effect of restricted stock — 39 Diluted EPS $ 79,277 79,612 $ 1.00 2020 Net Income (numerator) Shares (denominator) Per Share Amount Basic EPS $ 70,806 81,388 $ 0.87 Effect of restricted stock — 56 Diluted EPS $ 70,806 81,444 $ 0.87 Income Taxes 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 statements 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 the temporary differences reverse. The effect of a change in tax rates on deferred taxes is recognized in the period that the change is enacted. We have not recorded a valuation allowance against any deferred tax assets at December 31, 2022 and 2021. In management’s opinion, it is more likely than not that we will be able to utilize these deferred tax assets in future periods as a result of our history of profitability, taxable income, and reversal of deferred tax liabilities. Pursuant to the authoritative accounting guidance on income taxes, when establishing a valuation allowance, we consider future sources of taxable income such as “future reversals of existing taxable temporary differences and carry-forwards” and “tax planning strategies”. In the event we determine that the deferred tax assets will not be realized in the future, the valuation adjustment to the deferred tax assets is charged to earnings or accumulated other comprehensive loss based on the nature of the asset giving rise to the deferred tax asset and the facts and circumstances resulting in that conclusion. We calculate our current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed returns are recorded when identified. 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. New Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments". This update requires measurement and recognition of expected versus incurred credit losses for financial assets held. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, and interim periods therein. We have adopted this standard effective January 1, 2020 and the impact of adoption of the standard did not have a material impact on our financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): “Simplifying the Accounting for Income Taxes.” The ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also clarifies and amends existing guidance to improve consistent application among reporting entities. This ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within that reporting period; however, early adoption is permitted. We have adopted this standard effective January 1, 2021 and the impact of adoption of the standard did not have a material impact on our financial statements. |
Concentrations of Credit Risk a
Concentrations of Credit Risk and Major Customers | 12 Months Ended |
Dec. 31, 2022 | |
Concentrations of Credit Risk and Major Customers [Abstract] | |
Concentration of Credit Risk and Major Customers | Concentrations of Credit Risk and Major Customers Our major customers represent primarily the consumer goods, appliances, food products and automotive industries. Credit is granted to customers on an unsecured basis. Our five largest customers accounted for approximately 27%, 36%, and 34% of operating revenues for the years ended December 31, 2022, 2021, and 2020, respectively. Our five largest customers accounted for approximately 23% and 33% of gross accounts receivable as of December 31, 2022 and 2021, respectively. There were no customers that exceeded 10% of operating revenues for the years ended December 31, 2022 and December 31, 2020, respectively. During the year ended December 31, 2021 there was one single customer that accounted for 10% of operating revenues. This customer had accounts receivable of $6.1 million as of December 31, 2021. |
Revenue Recognition (Notes)
Revenue Recognition (Notes) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue Recognition and Deferred Revenue [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 predominantly 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 500 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. Our average length of haul for each load of freight generally equals less than one day 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 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 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 $40.3 million of the debt was outstanding at December 31, 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 12.3% of consolidated total assets as of December 31, 2022, and represented 13.3% of operating revenue for the twelve months ended December 31, 2022. The following unaudited pro forma consolidated results of operations for the years ended December 31, 2021 and 2022 assume that the acquisition of Smith Transport occurred as of January 1, 2021. Year ended Year ended December 31, 2021 December 31, 2022 (in thousands) Operating revenue $810,459 $1,060,718 Net income $96,466 $140,647 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 December 31, 2022, the Smith Transport goodwill asset decreased by $1.8 million as a result of further valuation analysis of the intangible assets. 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 29,902 Goodwill 40,297 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, cash on hand at closing, and net working capital, subject to purchase accounting adjustments including final valuation of intangibles. The adjusted purchase price consideration was $558.6 million as a result of net adjustments for cash on hand, net working capital and valuation of pre-acquisition accident and workers compensation claims of $2.0 million. 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 43.0% of consolidated total assets as of December 31, 2022, and represented 21.6% of operating revenue for the twelve months ended December 31, 2022. The following unaudited pro forma consolidated results of operations for the year ended December 31, 2021 and 2022 assume that the acquisition of CFI occurred as of January 1, 2021. Year ended Year ended December 31, 2021 December 31, 2022 (in thousands) (in thousands) Operating Revenue $1,152,412 $1,394,552 Net Income $83,219 $174,684 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. During the three months ended December 31, 2022, the CFI goodwill asset increased by $5.7 million as a result of further valuation analysis, primarily associated with adjusted insurance reserves and deferred taxes net of the purchase price consideration adjustment for cash on hand, net working capital and valuation of pre-acquisition accident and workers compensation claims. 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 13,054 Property and equipment 461,147 Other non-current assets 306 Deferred income taxes 2,018 Intangible assets 55,097 Goodwill 112,083 Total assets 718,445 Accounts payable and accrued expenses (47,819) Insurance accruals (1,621) Income taxes payable (765) Deferred income taxes (116,506) Purchase consideration net of cash on hand 551,734 Purchase adjustment receivable from seller 2,069 Net cash paid $ 553,803 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and GoodwillAs a result of the acquisitions of Smith Transport and CFI there was a $85.0 million increase in the gross intangible assets made up of $53.4 million finite lived intangible assets and $31.6 million of indefinite lived intangible assets during the twelve months ended December 31, 2022. The increase in gross indefinite lived intangible assets is associated with the Smith Transport and CFI trade names, while the intangible assets for customer relationships and covenants not to compete have finite lives. The majority of change in gross finite lived intangible assets is the $52.8 million of customer relationship intangible assets, including $21.2 million from Smith Transport and $31.6 million from CFI. Amortization expense of $3.7 million, $2.4 million and $2.4 million for the twelve months ended December 31, 2022, 2021 and 2020, respectively, was included in depreciation and amortization in the consolidated statements of comprehensive income. Intangible assets subject to amortization consisted of the following at December 31, 2022 and 2021: 2022 Amortization period (years) Gross Amount Accumulated Amortization Net finite intangible assets (in thousands) Customer relationships 15-20 $ 75,836 $ 8,441 $ 67,395 Tradename 0.5-10 12,900 9,700 3,200 Covenants not to compete 1-10 5,839 4,357 1,482 $ 94,575 $ 22,498 $ 72,077 2021 Amortization period (years) Gross Amount Accumulated Amortization Net finite intangible assets (in thousands) Customer relationships 15-20 $ 23,000 $ 5,842 $ 17,158 Tradename 0.5-10 12,900 9,220 3,680 Covenants not to compete 1-10 5,300 3,783 1,517 $ 41,200 $ 18,845 $ 22,355 Change in carrying amount of goodwill: Goodwill (in thousands) Balance at December 31, 2021 $ 168,295 Acquisition May 31, 2022 40,297 Acquisition August 31, 2022 112,083 Balance at December 31, 2022 $ 320,675 Future amortization expense for intangible assets is estimated at $5.8 million for 2023, $5.5 million for 2024, $5.5 million for 2025, $5.5 million for 2026, and $5.5 million for 2027. |
Long-Term Debt (Notes)
Long-Term Debt (Notes) | 12 Months Ended |
Dec. 31, 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 CFI 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 CFI 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 $375.0 million outstanding on the Term Facility and no outstanding under the Revolving Facility at December 31, 2022. Outstanding letters of credit associated with the Revolving Facility at December 31, 2022 were $13.9 million. As of December 31, 2022, the Revolving Facility available for future borrowing was $86.1 million. As of December 31, 2022 the weighted average interest rate on outstanding borrowings under the Credit Facilities was 5.6%. 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 $40.3 million was outstanding at December 31, 2022, (the "Smith Debt"). The Smith Debt has $9.7 million of outstanding principal and is made up of installment notes with a weighted average interest rate of 4.4% at December 31, 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 $30.6 million are finance lease obligations with a weighted average interest rate of 3.9% at December 31, 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 2.3 years. The annual maturities of long term debt are as follows: (in thousands) 2023 $ 2,009 2024 $ 10,550 2025 $ 35,585 2026 $ 46,919 2027 $ 289,095 Thereafter $ 580 Total outstanding principle $ 384,738 Less: unamortized debt issuance costs $ (2,297) Less: amounts payable within one year $ (2,009) Total long-term debt $ 380,432 |
Lease Obligations
Lease Obligations | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Operating Leases | Lease Obligations In May 2022, the Company completed a sale of an owned terminal property for a $73.2 million gain. 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 $3.3 million as of December 31, 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 $17.6 million as of December 31, 2022. The operating leases have a weighted average interest rate of 3.8% at December 31, 2022, due in monthly installments with final maturities at various dates ranging from February 2023 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 6. Long-Term Debt for additional details on the finance leases. Operating lease cost is recorded in rent and purchased transportation, finance lease interest expense is recorded in interest expense, and finance lease equipment depreciation is recorded in depreciation and amortization within the consolidated statements of comprehensive income. The components of the Company's lease cost were as follows: 2022 2021 2020 (in thousands) Operating lease cost $ 9,718 $ — $ — Finance lease interest expense 772 — — Finance lease equipment depreciation 4,733 — — Total finance lease cost $ 5,505 $ — $ — Total operating and finance lease cost $ 15,223 $ — $ — Our future minimum lease payments as of December 31, 2022, are summarized as follows by lease category: (in thousands) Operating Finance 2023 12,498 12,961 2024 6,193 8,231 2025 3,008 7,511 2026 151 3,901 2027 — — Thereafter — — Total minimum lease payments $ 21,850 $ 32,604 Less: future payment amount for interest 896 2,037 Present value of minimum lease payments $ 20,954 $ 30,567 Less: current portion 12,001 11,937 Lease obligations, long-term $ 8,953 $ 18,630 |
Accident and Workers' Compensat
Accident and Workers' Compensation Insurance Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accident and Workers' Compensation Insurance Liabilities [Abstract] | |
Accident and Workers' Compensation Insurance Liabilities | Auto Liability and Workers’ Compensation Insurance Accruals We act as a self-insurer for auto liability, defined as including property damage, personal injury, or cargo based on defined insurance retention of $0.1 million under our Millis policy prior to April 1, 2020 and $1.0 million from April 1, 2020 through April 1, 2022. Effective April 1, 2022 Millis is covered under the Heartland policy with retention of $2.0 million for any individual claim based on the insured party, accident date, and circumstances of the loss event. Within the Heartland policy, there is an additional $1.0 million aggregate self-insurance corridor for claims between $2.0 million and $3.0 million. For both Heartland and Millis claims, liabilities in excess of these deductibles are covered by insurance up to $60.0 million including retention of 50% of exposure from $5.0 million to $10.0 million. We retain any liability in excess of $60.0 million. We act as a self-insurer for property damage to our tractors and trailers. Prior to April 1, 2020, Heartland and Millis claims in excess of insurance retention had different coverage features. For the Heartland policy, claims in excess of the deductible are covered up to $60.0 million. For the Millis policy, claims subsequent to August 26, 2019 and prior to April 1, 2020, we retain liability between $3.0 million and $10.0 million, while liabilities in excess of these amounts are covered by insurance up to $60.0 million. For both policies prior to April 1, 2020, we retain any liability in excess of $60.0 million. The entities acquired during 2022 include features which limit pre-acquisition exposure for the Company. Prior to the acquisition and through June 30, 2022 Smith Transport was a member of a group captive insurance program with retention of $0.1 million. Coverage was moved from the group captive to our Smith policy with a $0.5 million retention. The Smith policy is covered by the Heartland policy excess insurance for liabilities in excesses of the Smith Policy deductible. The pre-acquisition claims from the CFI acquisition are retained by the seller while post acquisition claims are covered with the Heartland policy. We act as a self-insurer for workers’ compensation based on defined insurance retention of $1.0 million under our Heartland policy, which includes Millis, effective July 1, 2020 and entities acquired in 2022. Millis had defined insurance retention of $0.5 million from August 26, 2019 through July 1, 2020. Liabilities in excess of insurance retention limits are covered by insurance. The State of Iowa initially required us to deposit $0.7 million into a trust fund as part of the self-insurance program. As of December 31, 2022 and 2021 total deposits in this account were $0.8 million and $1.5 million, respectively. This deposit is in municipal bonds classified as held-to-maturity and is recorded in other non-current assets on the consolidated balance sheets. In addition, we have provided insurance carriers with letters of credit totaling $15.4 million in connection with our liability and workers’ compensation insurance arrangements and self-insurance requirements of the Federal Motor Carrier Safety Administration. There were no outstanding balances due on any letters of credit at December 31, 2022 or 2021. Accident and workers’ compensation accruals include the estimated settlements, settlement expenses and an estimate for claims incurred but not yet reported for property damage, personal injury and public liability losses from vehicle accidents and cargo losses as well as workers’ compensation claims for amounts not covered by insurance. Accident and workers’ compensation |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Deferred tax assets and liabilities as of December 31 are as follows: 2022 2021 Deferred income tax assets: (in thousands) Allowance for doubtful accounts $ 772 $ 261 Accrued expenses 6,383 5,452 Stock-based compensation 36 36 Insurance accruals 13,278 11,455 State net operating loss carryforward — 46 Indirect tax benefits of unrecognized tax benefits 1,206 981 Other 45 227 Total gross deferred tax assets 21,720 18,458 Less valuation allowance — — Net deferred tax assets 21,720 18,458 Deferred income tax liabilities: Property and equipment (188,999) (87,004) Goodwill and amortizable intangibles (34,396) (20,538) Prepaid expenses (4,617) (887) (228,012) (108,429) Net deferred tax liability $ (206,292) $ (89,971) The deferred tax amounts above have been classified in the accompanying consolidated balance sheets at December 31, 2022 and 2021 as follows: 2022 2021 (in thousands) Noncurrent assets, net $ 1,224 $ — Long-term liabilities, net (207,516) (89,971) $ (206,292) $ (89,971) We have not recorded a valuation allowance against any deferred tax assets at December 31, 2022 and 2021. In management’s opinion, it is more likely than not that we will be able to utilize these deferred tax assets in future periods as a result of our history of profitability, taxable income, and reversal of deferred tax liabilities. Income tax expense consists of the following: 2022 2021 2020 (in thousands) Current income taxes: Federal $ 31,951 $ 25,571 $ 10,835 State 9,657 7,068 4,472 Foreign 195 — — 41,803 32,639 15,307 Deferred income taxes: Federal 3,717 (4,392) 736 State 2,005 (1,477) 7,412 Foreign (18) — — 5,704 (5,869) 8,148 Total $ 47,507 $ 26,770 $ 23,455 The income tax provision differs from the amount determined by applying the U.S. federal tax rate as follows: 2022 2021 2020 (in thousands) Federal tax at statutory rate (21%) $ 38,029 $ 22,270 $ 19,795 State taxes, net of federal benefit 9,711 4,452 5,678 Permanent differences to return 449 (227) 446 Return to provision adjustment (203) 302 (2,615) Uncertain income tax penalties and interest, net (226) (266) (73) Foreign Rate Differential 58 — — Other (311) 239 224 $ 47,507 $ 26,770 $ 23,455 At December 31, 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 sheets. 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 December 31, 2022 and December 31, 2021, respectively. Unrecognized tax benefits were a net increase of $1.1 million and a net decrease of $0.2 million during the years ended December 31, 2022 and 2021, respectively. The increase in 2022 is the result of non-recurring transactions occurring in 2022 that did not occur in 2021 more than offsetting the reduction to the liability due to the expiration of certain statutes of limitation and reductions to prior year tax positions, net of current year additions with respective states. This had the effect of increasing the effective rate in 2022 and decreasing the effective rate 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 December 31, 2022 and December 31, 2021, respectively, and is included in income taxes payable in the consolidated balance sheets. Net interest and penalties included in income tax expense for the years ended December 31, 2022, 2021 and 2020 was an expense of approximately $0.1 million, zero, and a benefit of approximately $0.1 million, respectively. 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. Income tax expense was reduced during the years ended December 31, 2022, 2021 and 2020 due to reversals of interest and penalties due to lapse of applicable statute of limitations and settlements, net of additions for interest and penalty accruals during the same period. These unrecognized tax benefits relate to risks associated with state income tax filing positions for our corporate subsidiaries. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2022 2021 (in thousands) Balance at January 1, $ 4,671 $ 4,937 Additions based on tax positions related to current year 1,921 446 Additions for tax positions of prior years 131 — Reductions for tax positions of prior years — (179) Reductions due to lapse of applicable statute of limitations (771) (533) Settlements (208) — Balance at December 31, $ 5,744 $ 4,671 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 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. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Share Repurchases [Abstract] | |
Stockholders' Equity | Equity We have a stock repurchase program with 6.6 million shares remaining authorized for repurchase as of December 31, 2022, following the additional authorization of 3.0 million shares by our Board of Directors on August 20, 2021. There were no shares repurchased in the open market during the year ended December 31, 2022, 1.8 million in 2021, and 1.5 million in 2020. Repurchases are expected to continue from time to time, as determined by market conditions, cash flow requirements, securities law limitations, and other factors, until the number of shares authorized have been repurchased, or until the authorization is terminated. The share repurchase authorization is discretionary and has no expiration date. During the years ended December 31, 2022, 2021 and 2020 our Board of Directors declared dividends totaling $6.3 million, $45.9 million, and $6.5 million for each year, respectively. The 2021 dividends included a $0.50 per share special dividend totaling $39.5 million and regular quarterly dividends totaling $6.4 million, while the 2022 and 2020 dividends were regular quarterly dividends. Future payment of cash dividends and the amount of such dividends will depend upon our financial conditions, our results of operations, our cash requirements, our tax treatment, and certain corporate law requirements, as well as factors deemed relevant by our Board of Directors. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Stock-Based Compensation [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. The 2011 Plan has no shares that remain available for the purpose of making restricted stock grants at December 31, 2022. In May 2021, at the 2021 Annual Meeting of Stockholders, the approval of the Heartland Express, Inc. 2021 Restricted Stock Award Plan (the "2021 Plan") was ratified. 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. The 2021 Plan has 0.6 million shares that remain available for the purpose of making restricted stock grants at December 31, 2022. There were no shares granted during the period 2011 to 2019 that remain unvested at December 31, 2022. Shares granted in 2020 through 2022 have various vesting terms that range from immediate to four years from the date of grant and have share prices ranging between $14.01 and $22.10. 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 to employees is included in salaries, wages and benefits while awards to directors or consultants is included in other operating expenses 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 $1.4 million, $1.1 million, and $2.1 million for the years ended December 31, 2022, 2021, and 2020, respectively. Unrecognized compensation expense was $0.4 million at December 31, 2022 which will be recognized over a weighted average period of 0.7 years. The following table summarizes our restricted stock award activity for the years ended December 31, 2022, 2021 and 2020. The vesting dates for the awards vested in 2022 occurred relatively evenly throughout the year ended December 31, 2022. The fair value of awards vested during 2022, 2021 and 2020 was $1.2 million, $1.5 million and $2.3 million, respectively. 2022 Number of Restricted Stock Awards ( in thousands) Weighted Average Grant Date Fair Value Unvested at January 1 14.0 $ 19.70 Granted 106.0 15.19 Vested (79.9) 15.57 Forfeited — — Outstanding (unvested) at end of year 40.1 $ 16.01 2021 Number of Restricted Stock Awards ( in thousands) Weighted Average Grant Date Fair Value Unvested at January 1 59.7 $ 20.29 Granted 32.1 17.92 Vested (77.8) 19.42 Forfeited — — Outstanding (unvested) at end of year 14.0 $ 19.70 2020 Number of Restricted Stock Awards (in thousands) Weighted Average Grant Date Fair Value Unvested at beginning of year 52.1 $ 20.55 Granted 119.9 20.24 Vested (111.8) 20.38 Forfeited (0.5) 19.32 Outstanding (unvested) at end of year 59.7 $ 20.29 |
Profit Sharing Plan and Retirem
Profit Sharing Plan and Retirement Plan | 12 Months Ended |
Dec. 31, 2022 | |
Profit Sharing Plan and Retirement Plan [Abstract] | |
Profit Sharing Plan and Retirement Plan | Profit Sharing Plan and Retirement PlanWe have retirement savings plans (the “Retirement Savings Plans”) for substantially all employees who have completed one year of service and are 19 years of age or older. Employees may make 401(k) contributions subject to Internal Revenue Code limitations. The Retirement Savings Plans provide for a discretionary profit sharing contribution to non-driver employees and a matching contribution of a discretionary percentage to driver employees ("Heartland Plan"). Acquired entities also have retirement savings plans that generally have the aforementioned characteristics of the Heartland Plan, but are for employees of the respective entities. Our contributions to the Retirement Savings Plans totaled approximately $2.2 million, $2.2 million, and $2.3 million, for the years ended December 31, 2022, 2021 and 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 at December 31, 2022, was $108.0 million. |
Schedule II Valuation of Qualif
Schedule II Valuation of Qualifying Accounts and Reserves | 12 Months Ended |
Dec. 31, 2022 | |
Schedule II Valuation and Qualifying Accounts and Reserves [Abstract] | |
SEC Schedule, 12-09, Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] | SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (In Thousands, Except Per Share Data) Column C Column A Column B Charges To Column D Column E Balance At Cost Balance Beginning And Other At End Description of Period Expense Accounts Deductions of Period Allowance for doubtful accounts: Year ended December 31, 2022 $ 1,100 $ — $ 2,200 $ — $ 3,300 Year ended December 31, 2021 1,100 — — — 1,100 Year ended December 31, 2020 1,100 — — — 1,100 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | |
Nature of Operations [Text Block] | Nature of Business Heartland 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. and Contract Freighters, Inc. (collectively with certain Mexican entities, "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 certain Mexican entities (collectively "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. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation 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. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“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 Information We 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 Mexico logistics services, which are not significant to our operations. Our Chief Operating Decision Maker 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. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash equivalents are short-term, highly liquid investments with insignificant interest rate risk and original maturities of three months or less at acquisition. The Company has deposits that potentially subject it to concentration of credit risk consisting of cash equivalents. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At December 31, 2022, the Company had $13.9 million in excess of the FDIC insured limit. At December 31, 2022 and 2021, restricted and designated cash and investments totaled $15.1 million and $16.0 million, respectively. At December 31, 2022, $0.8 million was included in other current assets and $14.3 million was included in other non-current assets in the consolidated balance sheets. At December 31, 2021, $0.9 million was included in other current assets and $15.1 million was included in other non-current assets in the consolidated balance sheets. The restricted and designated funds represent deposits required by state agencies for self-insurance purposes and funds that are earmarked for a specific purpose and not for general business use. |
Marketable Securities, Policy [Policy Text Block] | Investments Municipal bonds of $0.8 million and $1.5 million at December 31, 2022 and 2021, respectively, are stated at amortized cost, are classified as held-to-maturity and are included in restricted cash in other assets presented as non-current. Investment income received on held-to-maturity municipal bond investments is generally exempt from federal income taxes and is recognized as earned. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Trade Receivables 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 based on the credit terms for customer accounts which are predominantly on a net 30 day basis. We use our write off history and our knowledge of uncollectible accounts in estimating the allowance for bad debts. We review the adequacy of our allowance for doubtful accounts on a monthly basis. We are aggressive in our collection efforts resulting in a low number of write-offs annually. Conditions that would lead an account to be considered uncollectible include customers filing bankruptcy and the exhaustion of all practical collection efforts. We will use the necessary legal recourse to recover as much of the receivable as is practical under the law. Allowance for doubtful accounts was $3.3 million and $1.1 million at December 31, 2022 and 2021, respectively. |
Property, Plant and Equipment, Policy [Policy Text Block] | Prepaid Tires, Property, Equipment, and Depreciation Property and equipment are reported at cost, net of accumulated depreciation. Maintenance and repairs are charged to operations as incurred. 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 new tractors. We recognize depreciation expense on new tractors (excluded tractors acquired through acquisition) at 125% declining balance method. New tractors are depreciated to salvage values of $15,000, while new trailers are depreciated to salvage values of $4,000. Revenue equipment acquired through acquisitions is generally revalued to current market values as of the acquisition date. Assets obtained more than a year prior to the acquisition by the acquired company are depreciated on a straight-line basis aligned with the remaining period of expected use, whereas those obtained less than a year prior are depreciated consistent with newly purchased assets. As acquired equipment is replaced, our fleet returns to our base methods of declining balance depreciation for tractors and straight-line depreciation for trailers. Lives of the assets are as follows: Years Land improvements and buildings 5-30 Furniture and fixtures 3-5 Shop and service equipment 3-10 Revenue equipment 5-7 |
Property, Plant and Equipment, Impairment [Policy Text Block] | Impairment of Long-Lived Assets We periodically evaluate property and equipment and amortizable intangible assets for impairment upon the occurrence of events or changes in circumstances that indicate the carrying amount of assets may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset group to future net undiscounted cash flows expected to be generated by the group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount over which the carrying amount of the assets exceeds the fair value of the assets. There were no impairment charges recognized during the years ended December 31, 2022, 2021, and 2020. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The fair values of cash and cash equivalents, trade receivables, held-to-maturity investments and accounts payable, which are recorded at cost, approximate fair value based on the short-term nature and high credit quality of these financial instruments. |
Advertising Cost, Policy, Expensed Advertising Cost [Policy Text Block] | Advertising Costs We expense all advertising costs as incurred. Advertising costs are included in other operating expenses in the consolidated statements of comprehensive income. Advertising expense was $4.8 million, $2.2 million, and $1.8 million for the years ended December 31, 2022, 2021, and 2020, respectively. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | GoodwillGoodwill is not subject to amortization and is tested for impairment annually and whenever events or changes in circumstances indicate that impairment may have occurred. The Company performs its annual impairment test as of September 30. The Company first assesses qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of each reporting unit is less than its carrying amount, including goodwill. If, after assessing qualitative factors, the Company determines that it is more likely than not that the fair value of each reporting unit is less than its carrying amount, then the Company performs a full fair value assessment of identifiable net assets to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized, if any. As of September 30, 2022, the Company’s assessment of qualitative factors informed its conclusion that a goodwill impairment did not occur. The significant qualitative factors considered include an increase in the Company’s earnings and continued strong cash flow. Our reporting units had fair value in excess of their carrying value. Management determined that no impairment charge was required for the years ended December 31, 2022, 2021, and 2020. |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Other Intangibles, Net Other intangibles, net consists of a tradename, covenants not to compete, and customer relationships. 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. We periodically evaluate both finite and indefinite lived intangible assets for impairment upon occurrence of events or changes in circumstances that indicate the carrying amount of intangible assets may not be recoverable. Management determined that no intangible impairment charge was required for the years ended December 31, 2022, 2021, and 2020. See Note 5 for additional information regarding intangible assets. |
Self-insurance Policy Text Block [Policy Text Block] | Insurance Accruals We are self-insured for auto liability, cargo loss and damage, bodily injury and property damage ("BI/PD"), and workers’ compensation. Insurance accruals reflect the estimated cost of claims, including estimated loss and loss adjustment expenses incurred but not reported, and not covered by insurance. Accident and workers’ compensation accruals are based upon individual case estimates, including reserve development, and estimates of incurred-but-not-reported losses based upon our own historical experience and industry claim trends. Insurance accruals are not discounted. In addition to internally developed reserves and estimates, we utilize an actuarial specialist to provide an independent annual assessment and quarterly monitoring reports of the internally developed accident and workers' compensation accruals. The cost of cargo and BI/PD insurance and claims are included in insurance and claims expense, while the costs of workers’ compensation insurance and claims are included in salaries, wages, and benefits in the consolidated statements of comprehensive income. Insurance accruals are presented as either current or non-current in the consolidated balance sheets based on our expectation of when payment will occur. Health insurance accruals reflect the estimated cost of health related claims, including estimated expenses incurred but not reported. The cost of health insurance and claims are included in salaries, wages and benefits in the consolidated statements of comprehensive income. Health insurance accruals of $10.0 million and $3.2 million are included in other accruals in the consolidated balance sheets as of December 31, 2022 and 2021, respectively. |
Revenue Recognition, Policy [Policy Text Block] | Revenue and Expense 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 predominantly 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 500 miles per trip and each individual shipment accepted by the Company is considered a separate contract with the performance obligation |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation We have stock-based compensation plans that provide for the grants of restricted stock awards to our employees, directors and consultants. We account for restricted stock awards using the fair value method of accounting for stock-based compensation. Issuances of stock upon vesting of restricted stock are made from treasury stock. Compensation expense for restricted stock grants is recognized over the requisite service period of each award and is included in salaries, wages and benefits in the consolidated statements of comprehensive income. Total compensation of $15.8 million related to all awards granted under the 2011 and 2021 Restricted Stock Award Plans has been amortized over the requisite service period for each separate vesting period as if the award is, in substance, multiple awards between 2011 and 2025. |
Earnings Per Share, Policy [Policy Text Block] | Earnings per ShareBasic earnings per share are 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] | Income Taxes 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 statements 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 the temporary differences reverse. The effect of a change in tax rates on deferred taxes is recognized in the period that the change is enacted. We have not recorded a valuation allowance against any deferred tax assets at December 31, 2022 and 2021. In management’s opinion, it is more likely than not that we will be able to utilize these deferred tax assets in future periods as a result of our history of profitability, taxable income, and reversal of deferred tax liabilities. Pursuant to the authoritative accounting guidance on income taxes, when establishing a valuation allowance, we consider future sources of taxable income such as “future reversals of existing taxable temporary differences and carry-forwards” and “tax planning strategies”. In the event we determine that the deferred tax assets will not be realized in the future, the valuation adjustment to the deferred tax assets is charged to earnings or accumulated other comprehensive loss based on the nature of the asset giving rise to the deferred tax asset and the facts and circumstances resulting in that conclusion. We calculate our current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed returns are recorded when identified. |
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. |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments". This update requires measurement and recognition of expected versus incurred credit losses for financial assets held. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, and interim periods therein. We have adopted this standard effective January 1, 2020 and the impact of adoption of the standard did not have a material impact on our financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): “Simplifying the Accounting for Income Taxes.” The ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU also clarifies and amends existing guidance to improve consistent application among reporting entities. This ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within that reporting period; however, early adoption is permitted. We have adopted this standard effective January 1, 2021 and the impact of adoption of the standard did not have a material impact on our financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Lives of the assets are as follows: Years Land improvements and buildings 5-30 Furniture and fixtures 3-5 Shop and service equipment 3-10 Revenue equipment 5-7 |
Schedule of Calculation of Numerator and Denominator in Earnings Per Share [Table Text Block] | 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 2022, 2021, and 2020 is as follows (in thousands, except per share data): 2022 Net Income (numerator) Shares (denominator) Per Share Amount Basic EPS $ 133,584 78,941 $ 1.69 Effect of restricted stock — 33 Diluted EPS $ 133,584 78,974 $ 1.69 2021 Net Income (numerator) Shares (denominator) Per Share Amount Basic EPS $ 79,277 79,573 $ 1.00 Effect of restricted stock — 39 Diluted EPS $ 79,277 79,612 $ 1.00 2020 Net Income (numerator) Shares (denominator) Per Share Amount Basic EPS $ 70,806 81,388 $ 0.87 Effect of restricted stock — 56 Diluted EPS $ 70,806 81,444 $ 0.87 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Acquisition, Pro Forma Information, Smith Transport | Year ended Year ended December 31, 2021 December 31, 2022 (in thousands) Operating revenue $810,459 $1,060,718 Net income $96,466 $140,647 |
Business Acquisition, Pro Forma Information, CFI | Year ended Year ended December 31, 2021 December 31, 2022 (in thousands) (in thousands) Operating Revenue $1,152,412 $1,394,552 Net Income $83,219 $174,684 |
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 29,902 Goodwill 40,297 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 13,054 Property and equipment 461,147 Other non-current assets 306 Deferred income taxes 2,018 Intangible assets 55,097 Goodwill 112,083 Total assets 718,445 Accounts payable and accrued expenses (47,819) Insurance accruals (1,621) Income taxes payable (765) Deferred income taxes (116,506) Purchase consideration net of cash on hand 551,734 Purchase adjustment receivable from seller 2,069 Net cash paid $ 553,803 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | 2022 Amortization period (years) Gross Amount Accumulated Amortization Net finite intangible assets (in thousands) Customer relationships 15-20 $ 75,836 $ 8,441 $ 67,395 Tradename 0.5-10 12,900 9,700 3,200 Covenants not to compete 1-10 5,839 4,357 1,482 $ 94,575 $ 22,498 $ 72,077 2021 Amortization period (years) Gross Amount Accumulated Amortization Net finite intangible assets (in thousands) Customer relationships 15-20 $ 23,000 $ 5,842 $ 17,158 Tradename 0.5-10 12,900 9,220 3,680 Covenants not to compete 1-10 5,300 3,783 1,517 $ 41,200 $ 18,845 $ 22,355 |
Schedule of Goodwill [Table Text Block] | Goodwill (in thousands) Balance at December 31, 2021 $ 168,295 Acquisition May 31, 2022 40,297 Acquisition August 31, 2022 112,083 Balance at December 31, 2022 $ 320,675 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt [Table Text Block] | The annual maturities of long term debt are as follows: (in thousands) 2023 $ 2,009 2024 $ 10,550 2025 $ 35,585 2026 $ 46,919 2027 $ 289,095 Thereafter $ 580 Total outstanding principle $ 384,738 Less: unamortized debt issuance costs $ (2,297) Less: amounts payable within one year $ (2,009) Total long-term debt $ 380,432 |
Lease Obligations (Tables)
Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lease, Cost | 2022 2021 2020 (in thousands) Operating lease cost $ 9,718 $ — $ — Finance lease interest expense 772 — — Finance lease equipment depreciation 4,733 — — Total finance lease cost $ 5,505 $ — $ — Total operating and finance lease cost $ 15,223 $ — $ — |
Lessee, Operating Lease, Liability, Maturity | (in thousands) Operating Finance 2023 12,498 12,961 2024 6,193 8,231 2025 3,008 7,511 2026 151 3,901 2027 — — Thereafter — — Total minimum lease payments $ 21,850 $ 32,604 Less: future payment amount for interest 896 2,037 Present value of minimum lease payments $ 20,954 $ 30,567 Less: current portion 12,001 11,937 Lease obligations, long-term $ 8,953 $ 18,630 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred tax assets and liabilities as of December 31 are as follows: 2022 2021 Deferred income tax assets: (in thousands) Allowance for doubtful accounts $ 772 $ 261 Accrued expenses 6,383 5,452 Stock-based compensation 36 36 Insurance accruals 13,278 11,455 State net operating loss carryforward — 46 Indirect tax benefits of unrecognized tax benefits 1,206 981 Other 45 227 Total gross deferred tax assets 21,720 18,458 Less valuation allowance — — Net deferred tax assets 21,720 18,458 Deferred income tax liabilities: Property and equipment (188,999) (87,004) Goodwill and amortizable intangibles (34,396) (20,538) Prepaid expenses (4,617) (887) (228,012) (108,429) Net deferred tax liability $ (206,292) $ (89,971) The deferred tax amounts above have been classified in the accompanying consolidated balance sheets at December 31, 2022 and 2021 as follows: 2022 2021 (in thousands) Noncurrent assets, net $ 1,224 $ — Long-term liabilities, net (207,516) (89,971) $ (206,292) $ (89,971) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Income tax expense consists of the following: 2022 2021 2020 (in thousands) Current income taxes: Federal $ 31,951 $ 25,571 $ 10,835 State 9,657 7,068 4,472 Foreign 195 — — 41,803 32,639 15,307 Deferred income taxes: Federal 3,717 (4,392) 736 State 2,005 (1,477) 7,412 Foreign (18) — — 5,704 (5,869) 8,148 Total $ 47,507 $ 26,770 $ 23,455 The income tax provision differs from the amount determined by applying the U.S. federal tax rate as follows: 2022 2021 2020 (in thousands) Federal tax at statutory rate (21%) $ 38,029 $ 22,270 $ 19,795 State taxes, net of federal benefit 9,711 4,452 5,678 Permanent differences to return 449 (227) 446 Return to provision adjustment (203) 302 (2,615) Uncertain income tax penalties and interest, net (226) (266) (73) Foreign Rate Differential 58 — — Other (311) 239 224 $ 47,507 $ 26,770 $ 23,455 |
Reconciliation of Unrecognized Tax Benefits [Table Text Block] | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2022 2021 (in thousands) Balance at January 1, $ 4,671 $ 4,937 Additions based on tax positions related to current year 1,921 446 Additions for tax positions of prior years 131 — Reductions for tax positions of prior years — (179) Reductions due to lapse of applicable statute of limitations (771) (533) Settlements (208) — Balance at December 31, $ 5,744 $ 4,671 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stock-Based Compensation [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | The following table summarizes our restricted stock award activity for the years ended December 31, 2022, 2021 and 2020. The vesting dates for the awards vested in 2022 occurred relatively evenly throughout the year ended December 31, 2022. The fair value of awards vested during 2022, 2021 and 2020 was $1.2 million, $1.5 million and $2.3 million, respectively. 2022 Number of Restricted Stock Awards ( in thousands) Weighted Average Grant Date Fair Value Unvested at January 1 14.0 $ 19.70 Granted 106.0 15.19 Vested (79.9) 15.57 Forfeited — — Outstanding (unvested) at end of year 40.1 $ 16.01 2021 Number of Restricted Stock Awards ( in thousands) Weighted Average Grant Date Fair Value Unvested at January 1 59.7 $ 20.29 Granted 32.1 17.92 Vested (77.8) 19.42 Forfeited — — Outstanding (unvested) at end of year 14.0 $ 19.70 2020 Number of Restricted Stock Awards (in thousands) Weighted Average Grant Date Fair Value Unvested at beginning of year 52.1 $ 20.55 Granted 119.9 20.24 Vested (111.8) 20.38 Forfeited (0.5) 19.32 Outstanding (unvested) at end of year 59.7 $ 20.29 |
Significant Accounting Polici_4
Significant Accounting Policies Segment Information (Details) | 12 Months Ended |
Dec. 31, 2022 segments | |
Significant Accounting Policies [Abstract] | |
Number of Reportable Segments | 1 |
Significant Accounting Polici_5
Significant Accounting Policies Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Significant Accounting Policies [Abstract] | ||
Restricted Cash and Cash Equivalents | $ 15.1 | $ 16 |
Restricted Cash and Cash Equivalents, Current | 0.8 | 0.9 |
Restricted Cash and Cash Equivalents, Noncurrent | 14.3 | $ 15.1 |
Cash, FDIC Insured Limit | 0.3 | |
Cash, Uninsured Amount | $ 13.9 |
Significant Accounting Polici_6
Significant Accounting Policies Investments (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Significant Accounting Policies [Abstract] | ||
Debt Securities, Held-to-maturity | $ 0.8 | $ 1.5 |
Significant Accounting Polici_7
Significant Accounting Policies Trade Receivables and Allowance for Doubtful Accounts (Details) $ in Millions | Dec. 31, 2022 USD ($) d | Dec. 31, 2021 USD ($) |
Significant Accounting Policies [Abstract] | ||
Customer credit terms (in days) | d | 30 | |
Allowance for Doubtful Accounts Receivable, Current | $ | $ 3.3 | $ 1.1 |
Significant Accounting Polici_8
Significant Accounting Policies Property, Equipment and Depreciation (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Property, Plant and Equipment | |
Amortization Period of Tires | two years |
Tractors [Member] | |
Property, Plant and Equipment | |
Property, Plant, and Equipment, Salvage Value | $ 15,000 |
Trailers [Member] | |
Property, Plant and Equipment | |
Property, Plant, and Equipment, Salvage Value | $ 4,000 |
Minimum [Member] | Land Improvements and Buildings [Member] | |
Property, Plant and Equipment | |
Property, Plant and Equipment, Useful Life | 5 years |
Minimum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment | |
Property, Plant and Equipment, Useful Life | 3 years |
Minimum [Member] | Shop and Service Equipment [Member] | |
Property, Plant and Equipment | |
Property, Plant and Equipment, Useful Life | 3 years |
Minimum [Member] | Revenue Equipment [Member] | |
Property, Plant and Equipment | |
Property, Plant and Equipment, Useful Life | 5 years |
Maximum [Member] | Land Improvements and Buildings [Member] | |
Property, Plant and Equipment | |
Property, Plant and Equipment, Useful Life | 30 years |
Maximum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment | |
Property, Plant and Equipment, Useful Life | 5 years |
Maximum [Member] | Shop and Service Equipment [Member] | |
Property, Plant and Equipment | |
Property, Plant and Equipment, Useful Life | 10 years |
Maximum [Member] | Revenue Equipment [Member] | |
Property, Plant and Equipment | |
Property, Plant and Equipment, Useful Life | 7 years |
Significant Accounting Polici_9
Significant Accounting Policies Impairment of Long-Lived Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies [Abstract] | |||
Asset Impairment Charges | $ 0 | $ 0 | $ 0 |
Significant Accounting Polic_10
Significant Accounting Policies Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies [Abstract] | |||
Advertising Expense | $ 4.8 | $ 2.2 | $ 1.8 |
Significant Accounting Polic_11
Significant Accounting Policies Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Impairment Charges [Abstract] | |||
Impairment of Intangible Assets (Excluding Goodwill) | $ 0 | $ 0 | $ 0 |
Goodwill, Impairment Loss | $ 0 | $ 0 | $ 0 |
Significant Accounting Polic_12
Significant Accounting Policies Self-Insurance Accruals (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Significant Accounting Policies [Abstract] | ||
Health insurance reserves | $ 10 | $ 3.2 |
Significant Accounting Polic_13
Significant Accounting Policies Revenue and Expense Recognition (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Contract with Customer, Asset, Net [Abstract] | ||
Contract with Customer, Asset, Net | $ 2,600 | $ 1,300 |
Significant Accounting Polic_14
Significant Accounting Policies Stock-based compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | 157 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 12, 2025 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based Compensation | $ 1,400 | $ 1,100 | $ 2,100 | |
Scenario, Forecast [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based Compensation | $ 15,800 |
Significant Accounting Polic_15
Significant Accounting Policies Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies [Abstract] | |||
Net Income Loss | $ 133,584 | $ 79,277 | $ 70,806 |
Weighted Average Number of Shares Outstanding, Basic | 78,941 | 79,573 | 81,388 |
Basic EPS | $ 1.69 | $ 1 | $ 0.87 |
Dilutive Securities, Effect on Basic Earnings Per Share, Including Options and Restrictive Stock Units | $ 0 | $ 0 | $ 0 |
Incremental Common Shares Attributable to Share-based Payment Arrangements | 33 | 39 | 56 |
Net Income (Loss) Available to Common Stockholders, Diluted | $ 133,584 | $ 79,277 | $ 70,806 |
Diluted | 78,974 | 79,612 | 81,444 |
Diluted EPS | $ 1.69 | $ 1 | $ 0.87 |
Significant Accounting Polic_16
Significant Accounting Policies Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies [Abstract] | ||
PortionOfTaxBenefitRecordedPositionsMoreLikelyThanNotToBeSustained | 50% | |
Valuation Allowance Against Any Deferred Tax Asset | $ 0 | $ 0 |
Concentrations of Credit Risk_2
Concentrations of Credit Risk and Major Customers (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 Customer | Dec. 31, 2021 USD ($) Customer | Dec. 31, 2020 Customer | |
Concentration Risk | |||
Concentration of risk, number of customers | 5 | ||
Concentration Risk, Percentage | 27% | 36% | 34% |
Sales Revenue and Services, Net [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk | |||
Concentration of risk, number of customers | 0 | 1 | 0 |
Concentration Risk, Percentage | 10% | ||
Baseline percentage for customer concentration of risk | 10% | 10% | 10% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk | |||
Accounts receivable | $ | $ 6.1 | ||
Concentration Risk, Percentage | 23% | 33% |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Contract with Customer, Asset, Net [Abstract] | |||
Contract with Customer, Asset, Net | $ 2,600 | $ 1,300 | |
Operating Revenues | 968,000 | 607,300 | $ 645,300 |
Fuel surcharge revenue | 169,200 | 76,100 | 61,700 |
Accessorial, brokerage and other revenues | 50,700 | 11,400 | $ 14,300 |
Deposit Contracts, Liabilities | $ 0 | $ 0 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Aug. 31, 2022 | May 31, 2022 | Dec. 31, 2022 | Dec. 31, 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 | 13,054 | 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 of assets | 26,661 | ||||
Business Combination, Other Assets, Noncurrent | 306 | 4,079 | |||
Business Combination, Deferred Income Taxes Asset | 2,018 | ||||
Business Combination, Intangible Assets, Current | 55,097 | 29,902 | |||
Business Combination, Goodwill, Acquired During Period | 112,083 | 40,297 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 718,445 | 207,673 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (47,819) | (7,917) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Insurance | (1,621) | (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 | (765) | ||||
Business Combination, Deferred Income Taxes, Liability | (116,506) | ||||
Purchase consideration net of cash on hand | 551,734 | ||||
Purchase adjustment receivable from seller | 2,069 | ||||
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 | |||
Adjusted purchase price | 558,600 | ||||
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) | $ (40,300) | $ (40,300) | ||
Acquired Business Percent of Assets, Smith Transport | 12.30% | 12.30% | |||
Acquired Business Percent of Assets, CFI | 43% | 43% | |||
Acquired Business Percent of Revenue, Smith Transport | 13.30% | ||||
Acquired Business Percent of Revenue, CFI | 21.60% | ||||
Business Combination, Acquisition Related Costs | $ 2,300 | ||||
Business Acquisition, Pro Forma Revenue, Smith Transport | 1,060,718 | $ 810,459 | |||
Business Acquisition, Pro Forma Revenue, CFI | 1,394,552 | 1,152,412 | |||
Business Acquisition, Pro Forma Net Income (Loss), Smith Transport | 140,647 | 96,466 | |||
Business Acquisition, Pro Forma Net Income (Loss), CFI | 174,684 | $ 83,219 | |||
Goodwill, Acquired During Period, CFI | $ 5,700 | 112,083 | |||
Goodwill, Acquired During Period, Smith Transport | $ (1,800) | $ 40,297 | |||
Net adjustment to purchase price | $ 2,000 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Intangible Assets Acquired | $ 85,000 | |||
Finite-lived Intangible Assets Acquired | 53,400 | |||
Indefinite-lived Intangible Assets Acquired | 31,600 | |||
Customer-Related Intangible Assets | 52,800 | |||
Customer-Related Intangible Assets, Smith Transport | 21,200 | |||
Customer-Related Intangible Assets, CFI | 31,600 | |||
Finite-Lived Intangible Assets, Amortization Expense | 3,700 | $ 2,400 | $ 2,400 | |
Finite-Lived Intangible Assets, Gross | $ 94,575 | 94,575 | 41,200 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 22,498 | 22,498 | 18,845 | |
Finite-Lived Intangible Assets, Net | 72,077 | 72,077 | 22,355 | |
GOODWILL | 320,675 | 320,675 | 168,295 | |
Finite-Lived Intangible Assets, Amortization Expense, Next Rolling Twelve Months | 5,800 | 5,800 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 5,500 | 5,500 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 5,500 | 5,500 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 5,500 | 5,500 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 5,500 | 5,500 | ||
Goodwill, Acquired During Period, Smith Transport | (1,800) | 40,297 | ||
Goodwill, Acquired During Period, CFI | 5,700 | 112,083 | ||
Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 75,836 | 75,836 | 23,000 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 8,441 | 8,441 | 5,842 | |
Finite-Lived Intangible Assets, Net | 67,395 | 67,395 | 17,158 | |
Trade Names [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 12,900 | 12,900 | 12,900 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 9,700 | 9,700 | 9,220 | |
Finite-Lived Intangible Assets, Net | 3,200 | 3,200 | 3,680 | |
Noncompete Agreements [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 5,839 | 5,839 | 5,300 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 4,357 | 4,357 | 3,783 | |
Finite-Lived Intangible Assets, Net | $ 1,482 | $ 1,482 | $ 1,517 | |
Minimum [Member] | Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 15 years | 15 years | ||
Minimum [Member] | Trade Names [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 6 months | 6 months | ||
Minimum [Member] | Noncompete Agreements [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 1 year | 1 year | ||
Maximum [Member] | Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 20 years | 20 years | ||
Maximum [Member] | Trade Names [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years | ||
Maximum [Member] | Noncompete Agreements [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years |
Long-Term Debt (Details)
Long-Term Debt (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Rate | Aug. 31, 2022 USD ($) | May 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||
Letters of Credit Outstanding, Amount | $ 13,900 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt and finance lease liability | $ 40,300 | $ 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 3 months 18 days | ||
Finance Lease Obligations | $ 30,600 | ||
Debt Acquired | 9,700 | ||
Unsecured Credit Facility | $ 550,000 | ||
Revolving Line of Credit | 100,000 | ||
Term Facility | 450,000 | ||
Swingline Facility | 20,000 | ||
Available amount for issuance of letters of credit | 50,000 | ||
Uncommitted Accordion Feature | 275,000 | ||
Outstanding Debt on Term Facility | 375,000 | ||
Outstanding Debt on Revolving Facility | 0 | ||
Line of Credit Facility, Current Borrowing Capacity | $ 86,100 | ||
Revolving Facility, Related Party | 8,200 | ||
Term Facility, Related Party | $ 36,800 | ||
Weighted Average Interest Rate, Credit Facility | Rate | 5.60% | ||
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% | ||
2023 | $ 2,009 | ||
2024 | 10,550 | ||
2025 | 35,585 | ||
2026 | 46,919 | ||
2027 | 289,095 | ||
Thereafter | 580 | ||
Total outstanding principle | 384,738 | ||
Less: unamortized debt issuance costs | (2,297) | ||
Less: amounts payable within one year | (2,009) | ||
Total long-term debt | $ 380,432 | ||
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 Index 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 Index 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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lease, Cost [Abstract] | |||
Operating Lease, Cost | $ 9,718 | $ 0 | $ 0 |
Finance Lease, Interest Expense | 772 | 0 | 0 |
Finance lease equipment depreciation | 4,733 | 0 | 0 |
Total finance lease cost | 5,505 | 0 | 0 |
Total operating and finance lease cost | 15,223 | 0 | $ 0 |
Operating Leases [Abstract] | |||
2023 | 12,498 | ||
2024 | 6,193 | ||
2025 | 3,008 | ||
2026 | 151 | ||
2027 | 0 | ||
Thereafter | 0 | ||
Lessee, Operating Lease, Liability, to be Paid | 21,850 | ||
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | 896 | ||
Operating Lease, Liability | 20,954 | ||
Operating lease liabilities - current portion | 12,001 | 0 | |
Operating lease liabilities less current portion | 8,953 | $ 0 | |
Right of Use Asset associated with the leased terminal facility | $ 3,300 | ||
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 | $ 17,600 | ||
Finance Leases [Abstract] | |||
2023 | 12,961 | ||
2024 | 8,231 | ||
2025 | 7,511 | ||
2026 | 3,901 | ||
2027 | 0 | ||
Thereafter | 0 | ||
Finance Lease, Liability, Payment, Due | 32,604 | ||
Finance Lease, Liability, Undiscounted Excess Amount | 2,037 | ||
Finance Lease, Liability | 30,567 | ||
Finance Lease, Liability, Current | 11,937 | ||
Finance Lease, Liability, Noncurrent | 18,630 | ||
Gain (Loss) on Sale of Property | $ 73,200 |
Accident and Workers' Compens_2
Accident and Workers' Compensation Insurance Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accident and Workers' Compensation Insurance Liabilities [Line Items] | |||
Excess Insurance Coverage Limit | $ 60 | ||
Trust fund requirements | 0.7 | ||
Debt Securities, Held-to-maturity | 0.8 | $ 1.5 | |
Letters of Credit | 15.4 | ||
Letter of credit due | 0 | $ 0 | |
Excess Insurance Coverage Minimum Claims | $ 3 | ||
Excess Insurance Coverage Maximum Claims | 10 | ||
Aggregate Self-Insurance Corridor | 1 | ||
Aggregate Self-Insurance Corridor Claims Minimum [Member] | 2 | ||
Aggregate Self-Insurance Corridor Claims Maximum [Member] | 3 | ||
Auto Liability 50% Exposure Minimum [Member] | 5 | ||
Auto Liability 50% Exposure Maximum [Member] | 10 | ||
Auto liability retention limit minimum [Member] | |||
Accident and Workers' Compensation Insurance Liabilities [Line Items] | |||
Auto liability retention limit | 1 | 0.1 | |
Auto liability retention limit, Smith Transport | 0.1 | ||
Auto liability retention limit maximum [Member] | |||
Accident and Workers' Compensation Insurance Liabilities [Line Items] | |||
Auto liability retention limit | 2 | 2 | |
Auto liability retention limit, Smith Transport | 0.5 | ||
workers compensation retention limit minimum [Member] | |||
Accident and Workers' Compensation Insurance Liabilities [Line Items] | |||
Workers compensation retention limit | 1 | 0.5 | |
workers compensation retention limit maximum [Member] | |||
Accident and Workers' Compensation Insurance Liabilities [Line Items] | |||
Workers compensation retention limit | $ 1 | $ 1 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% | 21% |
Income Tax Uncertainties [Abstract] | |||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | $ 4,500 | $ 3,700 | |
Unrecognized Tax Benefits, Period Increase (Decrease) | 1,100 | (200) | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 700 | 800 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 100 | 0 | $ (100) |
Decrease in Unrecognized Tax Benefits is Reasonably Possible | 0 | ||
Increase in Unrecognized Tax Benefits is Reasonably Possible | 1,000 | ||
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance beginning of period | 4,671 | 4,937 | |
Additions based on tax positions related to current year | 1,921 | 446 | |
Additions for tax positions of prior years | 131 | 0 | |
Reductions for tax positions of prior years | 0 | (179) | |
Reductions due to lapse of applicable statute of limitations | (771) | (533) | |
Settlements | (208) | 0 | |
Balance end of period | 5,744 | 4,671 | $ 4,937 |
Valuation Allowance [Abstract] | |||
Valuation Allowance, Amount | $ 0 | $ 0 |
Income Taxes Income Tax Rate Re
Income Taxes Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Abstract] | |||
Income Tax Reconciliation, Income Tax Expense (Benefit), at Federal Statutory Income Tax Rate | $ 38,029 | $ 22,270 | $ 19,795 |
Income Tax Reconciliation, State and Local Income Taxes | 9,711 | 4,452 | 5,678 |
Income Tax Reconciliation, Permanent differences to return | 449 | (227) | 446 |
Effective Income Tax Rate Reconciliation, Prior Year Income Taxes, Amount | (203) | 302 | (2,615) |
Income Tax Reconciliation, Tax Contingencies | (226) | (266) | (73) |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount | 58 | 0 | 0 |
Income Tax Reconciliation, Other Adjustments | (311) | 239 | 224 |
Income Tax Expense (Benefit) | $ 47,507 | $ 26,770 | $ 23,455 |
Income Taxes Income Tax Expense
Income Taxes Income Tax Expense Detail (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Abstract] | |||
Current Federal Tax Expense (Benefit) | $ 31,951 | $ 25,571 | $ 10,835 |
Current State and Local Tax Expense (Benefit) | 9,657 | 7,068 | 4,472 |
Current Foreign Tax Expense (Benefit) | 195 | 0 | 0 |
Current Income Tax Expense (Benefit) | 41,803 | 32,639 | 15,307 |
Deferred Federal Income Tax Expense (Benefit) | 3,717 | (4,392) | 736 |
Deferred State and Local Income Tax Expense (Benefit) | 2,005 | (1,477) | 7,412 |
Deferred Foreign Income Tax Expense (Benefit) | (18) | 0 | 0 |
Deferred Income Tax Expense (Benefit) | 5,704 | (5,869) | 8,148 |
Income Tax Expense (Benefit) | $ 47,507 | $ 26,770 | $ 23,455 |
Income Taxes Deferred Tax Summa
Income Taxes Deferred Tax Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Taxes [Abstract] | ||
Deferred Income Taxes and Other Assets, Noncurrent | $ 1,224 | $ 0 |
Deferred Tax Liabilities, Net, Noncurrent | (207,516) | (89,971) |
Deferred Tax Liabilities, Net | $ (206,292) | $ (89,971) |
Income Taxes Deferred tax asset
Income Taxes Deferred tax assets and liabilties (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Taxes [Abstract] | ||
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Allowance for Doubtful Accounts | $ 772 | $ 261 |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities | 6,383 | 5,452 |
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost | 36 | 36 |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Self Insurance | 13,278 | 11,455 |
Deferred Tax Assets Operating Loss Carryforwards - State | 0 | 46 |
Unrecognized tax benefit | 1,206 | 981 |
Deferred Tax Assets, Other | 45 | 227 |
Deferred Tax Assets, Gross | 21,720 | 18,458 |
Deferred Tax Assets, Valuation Allowance | 0 | 0 |
Deferred Tax Assets, Net | 21,720 | 18,458 |
Deferred Tax Liabilities, Property, Plant and Equipment | (188,999) | (87,004) |
Deferred Tax Liabilities, Goodwill and Intangible Assets | (34,396) | (20,538) |
Deferred Tax Liabilities, Prepaid Expenses | (4,617) | (887) |
Deferred Income Tax Liabilities | (228,012) | (108,429) |
Deferred Tax Liabilities, Net | $ (206,292) | $ (89,971) |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 20, 2021 | |
Share Repurchases [Abstract] | ||||
Number of Shares Authorized to be Repurchased | 6,600 | |||
Additional Shares Authorized to be Repurchased | 3,000 | |||
Treasury Stock, Shares, Acquired | 0 | 1,800 | 1,500 | |
Payments of Dividends | $ 6.3 | $ 45.9 | $ 6.5 | |
Special Dividend | 39.5 | |||
Regular Dividend | $ 6.3 | $ 6.4 | $ 6.5 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 13, 2021 | Jul. 11, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 1,200,000 | $ 1,500,000 | $ 2,300,000 | ||
Vesting Terms Range Minimum (in years) | 0 | ||||
Vesting Terms Range Maximum (in years) | 4 | ||||
Vesting Share Price Range Minimum | $ 14.01 | ||||
Vesting Share Price Range Maximum | $ 22.1 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant 2011 Plan | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant 2021 Plan | 579,866 | ||||
Restricted Stock Shares Authorized | 600,000 | 900,000 | |||
Stock-based Compensation | $ 1,400,000 | $ 1,100,000 | $ 2,100,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 400,000 | ||||
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) | 14,000 | 59,700 | 52,100 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Grants in Period, Weighted Average Exercise Price, Beginning of Year | $ 19.70 | $ 20.29 | $ 20.55 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 106,000 | 32,100 | 119,900 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 15.19 | $ 17.92 | $ 20.24 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (79,900) | (77,800) | (111,800) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 15.57 | $ 19.42 | $ 20.38 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 0 | 0 | (500) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 0 | $ 0 | $ 19.32 | ||
Unvested at end of year, Number of Restricted Stock Awards (in shares) | 40,080 | 14,000 | 59,700 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Grants in Period, Weighted Average Exercise Price, End of Year | $ 16.01 | $ 19.70 | $ 20.29 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition (in years) | 8 months 12 days |
Profit Sharing Plan and Retir_2
Profit Sharing Plan and Retirement Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Profit Sharing Plan and Retirement Plan [Abstract] | |||
Defined Contribution Plan, Cost | $ 2.2 | $ 2.2 | $ 2.3 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Unrecorded Unconditional Purchase Obligation | $ 108 |
Schedule II Valuation of Qual_2
Schedule II Valuation of Qualifying Accounts and Reserves (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Valuation Allowances and Reserves, Balance Beginning of Period | $ 1,100 | $ 1,100 | $ 1,100 |
Valuation Allowances and Reserves, Charged to Cost and Expense | 0 | 0 | 0 |
Valuation Allowances and Reserves, Charged to Other Accounts | 2,200 | 0 | 0 |
SEC Schedule, 12-09, Valuation Allowances and Reserves, Deduction | 0 | 0 | 0 |
Valuation Allowances and Reserves, Balance End of Period | $ 3,300 | $ 1,100 | $ 1,100 |