Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 12, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2023 | ||
Entity File Number | 000-22490 | ||
Document Transition Report | false | ||
Entity Registrant Name | FORWARD AIR CORPORATION | ||
Entity Incorporation, State or Country Code | TN | ||
Entity Tax Identification Number | 62-1120025 | ||
Entity Address, Address Line One | 1915 Snapps Ferry Road | ||
Entity Address, Address Line Two | Building N | ||
Entity Address, City or Town | Greeneville | ||
Entity Address, State or Province | TN | ||
Entity Address, Postal Zip Code | 37745 | ||
City Area Code | 423 | ||
Local Phone Number | 636-7000 | ||
Title of Each Class | Common Stock, $0.01 par value | ||
Trading Symbol(s) | FWRD | ||
Name of Each Exchange on Which Registered | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,979,790,128 | ||
Entity Common Stock, Shares Outstanding | 26,370,370 | ||
Documents Incorporated by Reference | Portions of the proxy statement for the 2024 Annual Meeting of Shareholders are incorporated by reference into Part III of this report. | ||
Entity Central Index Key | 0000912728 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Atlanta, GA |
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 121,969 | $ 45,822 |
Restricted cash equivalents | 39,604 | 0 |
Accounts receivable, less allowance of $2,206 in 2023 and $3,129 in 2022 | 153,267 | 188,229 |
Other receivables | 5,408 | 0 |
Prepaid expenses | 25,682 | 24,769 |
Other current assets | 1,098 | 10,553 |
Current assets held for sale | 0 | 34,942 |
Total current assets | 347,028 | 304,315 |
Noncurrent restricted cash equivalents | 1,790,500 | 0 |
Property and equipment, net of accumulated depreciation and amortization of $250,185 in 2023 and $218,145 in 2022 | 258,095 | 246,329 |
Operating lease right-of-use assets | 111,552 | 131,097 |
Goodwill | 278,706 | 257,987 |
Other acquired intangibles, net of accumulated amortization of $127,032 in 2023 and $110,993 in 2022 | 134,789 | 115,582 |
Other assets | 58,863 | 51,739 |
Noncurrent assets held for sale | 0 | 101,027 |
Total assets | 2,979,533 | 1,208,076 |
Current liabilities: | ||
Accounts payable | 45,430 | 50,094 |
Accrued expenses | 62,948 | 49,918 |
Other current liabilities | 71,727 | 3,944 |
Current portion of debt and finance lease obligations | 12,645 | 9,315 |
Current portion of operating lease liabilities | 44,344 | 42,266 |
Current liabilities held for sale | 0 | 13,861 |
Total current liabilities | 237,094 | 169,398 |
Finance lease obligations, less current portion | 26,736 | 15,711 |
Long-term debt, less current portion and debt issuance costs | 0 | 106,588 |
Long-term debt held in escrow | 1,790,500 | 0 |
Operating lease liabilities, less current portion | 71,598 | 92,903 |
Other long-term liabilities | 47,144 | 59,044 |
Deferred income taxes | 42,200 | 51,093 |
Noncurrent liabilities held for sale | 0 | 6,095 |
Shareholders’ equity: | ||
Preferred stock, $0.01 par value: Authorized shares - 5,000,000; no shares issued or outstanding in 2023 and 2022 | 0 | 0 |
Common stock, $0.01 par value: Authorized shares - 50,000,000; issued and outstanding shares - 25,670,663 in 2023 and 26,461,293 in 2022 | 257 | 265 |
Additional paid-in capital | 283,684 | 270,855 |
Retained earnings | 480,320 | 436,124 |
Total shareholders’ equity | 764,261 | 707,244 |
Total liabilities and shareholders’ equity | $ 2,979,533 | $ 1,208,076 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Accounts receivable, allowance | $ 2,206 | $ 3,129 |
Property and equipment, accumulated depreciation and amortization | 250,185 | 218,145 |
Other acquired intangibles, accumulated amortization | $ 127,032 | $ 110,993 |
Shareholders’ equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 25,670,663 | 26,461,293 |
Common stock, shares outstanding (in shares) | 25,670,663 | 26,461,293 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Income Statement [Abstract] | ||||
Operating revenue | $ 1,370,735 | $ 1,679,634 | $ 1,387,227 | |
Operating expenses: | ||||
Purchased transportation | 586,195 | 730,412 | 665,421 | |
Salaries, wages and employee benefits | 287,566 | 302,759 | 288,171 | |
Operating leases | 87,413 | 85,290 | 68,237 | |
Depreciation and amortization | 57,405 | 42,552 | 34,966 | |
Insurance and claims | 50,133 | 47,478 | 39,409 | |
Fuel expense | 22,004 | 26,956 | 16,478 | |
Other operating expenses | 191,809 | 196,596 | 127,520 | |
Total operating expenses | 1,282,525 | 1,432,043 | 1,240,202 | |
Income from continuing operations | 88,210 | 247,591 | 147,025 | |
Other expense: | ||||
Interest expense, net | (31,571) | (5,138) | (4,338) | |
Total other expense | (31,571) | (5,138) | (4,338) | |
Income before income taxes | 56,639 | 242,453 | 142,687 | |
Income tax expense | 13,836 | 63,039 | 35,808 | |
Net income from continuing operations | 42,803 | 179,414 | 106,879 | |
Income (loss) from discontinued operations, net of tax | 124,548 | 13,777 | (1,020) | |
Net income and comprehensive income | $ 167,351 | $ 193,191 | $ 105,859 | |
Basic net income (loss) per share: | ||||
Continuing operations (in dollars per share) | $ 1.64 | $ 6.66 | $ 3.91 | |
Discontinued operations (in dollars per share) | 4.78 | 0.51 | (0.04) | |
Net income per basic share (in dollars per share) | 6.42 | 7.17 | 3.87 | |
Diluted net income (loss) per share: | ||||
Continuing operations (in dollars per share) | 1.64 | 6.63 | 3.89 | |
Discontinued operations (in dollars per share) | 4.77 | 0.51 | (0.04) | |
Net income per diluted share (in dollars per share) | [1] | 6.40 | 7.14 | 3.85 |
Dividends per share (in dollars per share) | $ 0.96 | $ 0.96 | $ 0.84 | |
[1]Rounding may impact summation of amounts. |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings |
Beginning balance (in shares) at Dec. 31, 2020 | 27,316,000 | |||
Beginning balance at Dec. 31, 2020 | $ 547,329 | $ 273 | $ 242,916 | $ 304,140 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 105,859 | 105,859 | ||
Stock options exercised (in shares) | 69,000 | |||
Stock options exercised | 3,706 | $ 1 | 3,705 | |
Common stock issued under employee stock purchase plan (in shares) | 12,000 | |||
Common stock issued under employee stock purchase plan | 911 | 911 | ||
Share-based compensation expense | 10,929 | 10,929 | ||
Payment of dividends to shareholders | (22,976) | 14 | (22,990) | |
Payment of minimum tax withholdings on share-based awards (in shares) | (39,000) | |||
Payment of minimum tax withholdings on share-based awards | (3,115) | (3,115) | ||
Repurchases and retirement of common stock (in shares) | (535,000) | |||
Repurchases and retirement of common stock | (48,989) | $ (5) | (48,984) | |
Issuance of share-based awards (in shares) | 146,000 | |||
Issuance of share-based awards | 0 | $ 1 | (1) | |
Ending balance (in shares) at Dec. 31, 2021 | 26,969,000 | |||
Ending balance at Dec. 31, 2021 | 593,654 | $ 270 | 258,474 | 334,910 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 193,191 | 193,191 | ||
Stock options exercised (in shares) | 3,000 | |||
Stock options exercised | 206 | 206 | ||
Common stock issued under employee stock purchase plan (in shares) | 10,000 | |||
Common stock issued under employee stock purchase plan | 783 | 783 | ||
Share-based compensation expense | 11,376 | 11,376 | ||
Payment of dividends to shareholders | (25,865) | 17 | (25,882) | |
Payment of minimum tax withholdings on share-based awards (in shares) | (31,000) | |||
Payment of minimum tax withholdings on share-based awards | (3,330) | (3,330) | ||
Repurchases and retirement of common stock (in shares) | (600,000) | |||
Repurchases and retirement of common stock | (62,771) | $ (6) | (62,765) | |
Issuance of share-based awards (in shares) | 111,000 | |||
Issuance of share-based awards | $ 0 | $ 1 | (1) | |
Ending balance (in shares) at Dec. 31, 2022 | 26,461,293 | 26,462,000 | ||
Ending balance at Dec. 31, 2022 | $ 707,244 | $ 265 | 270,855 | 436,124 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 167,351 | 167,351 | ||
Common stock issued under employee stock purchase plan (in shares) | 11,000 | |||
Common stock issued under employee stock purchase plan | 800 | 800 | ||
Share-based compensation expense | 12,012 | 12,012 | ||
Payment of dividends to shareholders | (24,995) | 18 | (25,013) | |
Payment of minimum tax withholdings on share-based awards (in shares) | (40,000) | |||
Payment of minimum tax withholdings on share-based awards | (4,340) | (4,340) | ||
Repurchases and retirement of common stock (in shares) | (883,000) | |||
Repurchases and retirement of common stock | (93,811) | $ (9) | (93,802) | |
Issuance of share-based awards (in shares) | 121,000 | |||
Issuance of share-based awards | $ 0 | $ 1 | (1) | |
Ending balance (in shares) at Dec. 31, 2023 | 25,670,663 | 25,671,000 | ||
Ending balance at Dec. 31, 2023 | $ 764,261 | $ 257 | $ 283,684 | $ 480,320 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities: | |||
Net income from continuing operations | $ 42,803 | $ 179,414 | $ 106,879 |
Adjustments to reconcile net income of continuing operations to net cash provided by operating activities of continuing operations: | |||
Depreciation and amortization | 57,405 | 42,552 | 34,966 |
Change in fair value of earn-out liability | 0 | (294) | (496) |
Share-based compensation expense | 11,495 | 10,661 | 10,500 |
Provision for revenue adjustments | 5,091 | 6,426 | 6,339 |
Deferred income tax expense | (8,893) | 7,686 | 1,421 |
Other | (1,180) | (1,279) | 207 |
Changes in operating assets and liabilities, net of effects from the purchase of acquired companies: | |||
Accounts receivable | 30,555 | (2,588) | (42,458) |
Other receivables | (5,408) | 8,097 | (8,097) |
Other current and noncurrent assets | 30,683 | (13,280) | (6,905) |
Accounts payable, accrued expenses and other long-term liabilities | 36,661 | 12,766 | 18,252 |
Net cash provided by operating activities of continuing operations | 199,212 | 250,161 | 120,608 |
Investing activities: | |||
Proceeds from sale of property and equipment | 3,741 | 2,372 | 2,643 |
Purchases of property and equipment | (30,725) | (39,254) | (38,375) |
Purchase of businesses, net of cash acquired | (56,703) | (66,105) | (59,866) |
Net cash used in investing activities of continuing operations | (83,687) | (102,987) | (95,598) |
Financing activities: | |||
Proceeds from credit facility | 70,000 | 0 | 195,000 |
Payments on credit facility | (178,500) | (49,000) | (150,000) |
Proceeds from long-term debt held in escrow | 1,790,500 | 0 | 0 |
Repayments of finance lease obligations | (9,500) | (6,108) | (2,423) |
Payment of debt issuance costs | 0 | 0 | (482) |
Proceeds from issuance of common stock upon stock option exercises | 0 | 206 | 3,706 |
Payment of earn-out liability | 0 | (91) | (6,519) |
Payments of dividends to shareholders | (24,995) | (25,865) | (22,976) |
Repurchases and retirement of common stock | (93,811) | (62,771) | (48,989) |
Proceeds from common stock issued under employee stock purchase plan | 800 | 783 | 911 |
Payment of minimum tax withholdings on share-based awards | (4,340) | (3,330) | (3,115) |
Contributions from subsidiary held for sale | 240,572 | 7,508 | 6,939 |
Net cash provided by (used in) financing activities of continuing operations | 1,790,726 | (138,668) | (27,948) |
Net increase in cash, cash equivalents and restricted cash equivalents from continuing operations | 1,906,251 | 8,506 | (2,938) |
Cash from discontinued operation: | |||
Net cash (used in) provided by operating activities of discontinued operations | (17,824) | 8,929 | (347) |
Net cash provided by (used in) investing activities of discontinued operations | 258,525 | (1,475) | 7,286 |
Net cash used in financing activities of discontinued operations | (240,701) | (7,454) | (6,939) |
Net increase (decrease) in cash, cash equivalents and restricted cash equivalents | 1,906,251 | 8,506 | (2,938) |
Cash, cash equivalents, and restricted cash equivalents at beginning of period of continuing operations | 45,822 | 37,316 | 40,254 |
Cash at beginning of period of discontinued operations | 0 | 0 | 0 |
Less: cash at end of period of discontinued operations | 0 | 0 | |
Cash, cash equivalents, and restricted cash equivalents at end of period of continuing operations | 1,952,073 | 45,822 | 37,316 |
Reconciliation of cash, cash equivalents, and restricted cash equivalents: | |||
Cash and cash equivalents | 121,969 | 45,822 | 37,316 |
Restricted cash equivalents | 39,604 | 0 | 0 |
Noncurrent restricted cash equivalents | 1,790,500 | 0 | 0 |
Total cash, cash equivalents, and restricted cash equivalents shown in the statement of cash flow: | 1,952,073 | 45,822 | 37,316 |
Non-cash activity: | |||
Equipment acquired under finance leases | $ 25,217 | $ 14,422 | $ 6,758 |
Operations and Summary of Signi
Operations and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Operations and Summary of Significant Accounting Policies | Operations and Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation Forward Air Corporation and its subsidiaries (the “Company ” ) is a leading asset-light freight and logistics company. The Company has two reportable segments: Expedited Freight and Intermodal. The Company conducts business in the United States, Canada, and Mexico. The Expedited Freight segment provides expedited regional, inter-regional and national less-than-truckload (“LTL ” ) and truckload services. Expedited Freight also offers customers local pick-up and delivery and other services including shipment consolidation and deconsolidation, warehousing, customs brokerage and other handling services. The Intermodal segment provides first- and last-mile high value intermodal container drayage services both to and from seaports and railheads. Intermodal also offers dedicated contract and container freight station (“CFS ” ) warehouse and handling services. The Company’s consolidated financial statements includes the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The Company holds interests in certain wholly-owned subsidiaries of Omni Newco, LLC (“Omni”) that are considered Variable Interest Entities (“VIEs”). VIEs are legal entities in which equity investors do not have sufficient equity at risk for the entity to independently finance its activities, or as a group, the holders of the equity investment at risk lack the power through voting or similar rights to direct the activities of the entity that most significantly impact its economic performance, or do not have the obligation to absorb the expected losses of the entity or the right to receive expected residual returns of the entity. Consolidation of a VIE is required if a reporting entity is the primary beneficiary of the VIE. Investments in these VIEs are evaluated to determine if the Company is the primary beneficiary. This evaluation gives appropriate consideration to the design of the entity and the variability that the entity was designed to create and pass along, the relative power of each party, and to the Company’s obligation to absorb losses or receive residual returns of the entity. The Company concluded that the VIEs should be consolidated because the Company has (i) the power to direct the activities that most significantly impact the economic performance of the VIE and (ii) the obligation to absorb losses and the right to receive benefits, which could potentially be significant. For changes in facts and circumstances, the Company re-assesses whether or not it is a primary beneficiary of a VIE. Refer to Note 3, Acquisitions, for additional disclosures regarding the Company’s VIEs. In December 2023, the Board of Directors (the “Board ”) of the Company approved a strategy to divest of the Final Mile business (“Final Mile ” ), and the sale of Final Mile was completed on December 20, 2023. Final Mile provided delivery and installation of heavy bulky appliances such as washing machines, dryers, dishwashers and refrigerators throughout the United States. As a result of the divestiture of the Final Mile business, the results of operations for Final Mile are presented as a discontinued operation in the Consolidated Statements of Comprehensive Income for all periods presented. In addition, assets and liabilities were reflected as “assets and liabilities held for sale ” in the Consolidated Balance Sheets for the prior period. Unless otherwise noted, amounts, percentages and discussion for all periods reflect the results of operations, financial condition and cash flows from the Company’s continuing operations. Refer to Note 2, Discontinued Operation and Held for Sale, for further discussion. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles 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 expenses during the reporting period. Actual results could differ from those estimates. Certain prior period amounts have been reclassified to conform to the current period presentation. Cash and Cash Equivalents Cash as of December 31, 2023 and 2022 of $111,969 and $30,743, respectively, consisted of cash on hand and bank deposits. Cash equivalents as of December 31, 2023 and 2022 of $10,000 and $15,079, respectively, consisted of money market deposits. The Company considers all investments with an original maturity of three months or less to be cash and cash equivalents. Restricted Cash and Cash Equivalents Restricted cash equivalents and noncurrent restricted cash equivalents are related to the amounts held in escrow in connection with the financing of the acquisition of Omni. Amounts are restricted until the acquisition of Omni is closed. Refer to Note 3, Acquisitions , for additional disclosures regarding the amounts held in escrow. Allowance for Doubtful Accounts and Revenue Adjustments The Company has a broad range of customers, including freight forwarders, third-party logistics companies, passenger and cargo airlines, steamship lines, and retailers, located across a diverse geography. In circumstances in which the Company is aware of a specific customer’s inability to meet its financial obligations to the Company, the Company records a specific reserve in order to reduce the net recognized accounts receivable to the amount the Company reasonably believes will be collected. For all other customers, the Company recognizes a general reserve based on a percentage of revenue to ensure accounts receivables are properly recorded at the net amount expected to be collected. The Company sets the general reserve based on historical collection experience combined with forecasts about any expected changes to the collection experience. If circumstances change, expected recoverability of amounts due to the Company may change by a material amount. Accounts are written off after all means of collection, including legal action, have been exhausted. The Company records an allowance for revenue adjustments as result of future billing rate changes. Adjustments arise: (a) when small rate changes (“spot quotes”) are granted to customers that differ from the standard rates in the billing system; (b) when freight requires dimensionalization or is reweighed which results in a different rate; (3) when billing errors occur; and (4) when data entry errors occur. In 2023, average revenue adjustments per month were approximately $424 on average revenue per month of approximately $114,228 (0.4% of monthly revenue). The Company estimates an allowance for revenue adjustments based on historical experience, trends and current information. The average amount of revenue adjustments per month can vary in relation to the level of revenue or as a result of other factors. Both the average monthly revenue adjustments and the average lag assumptions are continually evaluated for appropriateness. Inventories Inventories are valued at the lower of cost or net realizable value, using first-in, first-out method. Net realizable value is the estimated selling price in the ordinary course of business. Replacement parts are expensed when placed in service, while tires are capitalized and amortized over their estimated useful life. Expenses related to the utilization of inventories are recorded in “Other operating expenses” in the Consolidated Statements of Comprehensive Income. Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation is provided on a straight-line basis over the estimated useful lives of 30 to 40 years for building and improvements, three For internally developed software, all costs incurred during planning and evaluation are expensed. Costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized software also includes software acquired for internal use. Property and equipment as of December 31, 2023 and 2022 consisted of the following: December 31, 2023 December 31, 2022 Land $ 26,479 $ 26,479 Buildings and improvements 94,277 94,277 Equipment 320,557 283,526 Leasehold improvements 24,386 16,779 Computer software 31,063 29,511 Construction in progress 11,518 13,902 Total property and equipment 508,280 464,474 Less accumulated depreciation and amortization 250,185 218,145 Total property and equipment, net $ 258,095 $ 246,329 As of December 31, 2023 and 2022, the net book value of computer software included in property and equipment, net was $7,361 and $8,737, respectively. For the years ended December 31, 2023, 2022 and 2021, amortization expense of computer software was $2,909, $2,558 and $2,394, respectively. Cloud Computing Costs The Company capitalizes the costs incurred during the implementation stage for cloud computing or hosting arrangements. Costs incurred in the preliminary project stage and post-implementation stage, which includes maintenance and training costs, are expensed as incurred. Capitalized software costs are amortized using the straight-line method over three Goodwill, Intangible Assets and Other Long-Lived Assets The Company tests goodwill for impairment, at the reporting unit level, annually and when events or circumstances indicate that fair value of a reporting unit may be below its carrying value. A reporting unit is an operating segment or one level below an operating segment, for example, a component. The Company’s reporting units are not its reportable segments. Goodwill is evaluated annually as of June 30 for impairment using a qualitative assessment or a quantitative one-step assessment. If the Company elects to perform a qualitative assessment and determines the fair value of its reporting units more likely than not exceed the carrying value of their net assets, no further evaluation is necessary. For reporting units where the Company performs a one-step quantitative assessment, the Company compares the estimated fair value of each reporting unit, which is determined based on a combination of an income approach using a discounted cash flow model, and a market approach, which considers comparable companies, to its respective carrying value of net assets, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying value of net assets, the goodwill is not considered impaired. If the carrying value of net assets is higher than the estimated fair value of the reporting unit, the impairment charge is the amount by which the carrying value exceeds the reporting unit’s estimated fair value. The Company reviews its long-lived assets, which include intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The evaluation for recoverability is performed at a level where independent cash flows may be attributed to either an asset or asset group. If the Company determines that the carrying amount of an asset or asset group is not recoverable based on the expected undiscounted future cash flows of the asset or asset group, an impairment loss is recorded equal to the excess of the carrying amounts over the estimated fair value of the long-lived assets. Estimates of future cash flows are based on various factors, including current operating results, expected market trends and competitive influences. The Company also evaluates the amortization periods assigned to its intangible assets to determine whether events or changes in circumstances warrant revised estimates of useful lives. Assets to be disposed of by sale are reported at the lower of the carrying amount or estimated fair value, less estimated costs to sell. The results of the Company’s goodwill impairment analyses conducted as of June 30, 2023, 2022 and 2021 indicated that no reduction in the carrying amount of the Company’s goodwill was required. Changes in the carrying amount of goodwill during the years ended December 31, 2023, 2022 and 2021 are summarized as follows: Expedited Freight Intermodal Consolidated Balance as of December 31, 2021 $ 121,091 $ 97,464 $ 218,555 Acquisitions — 34,754 34,754 Acquisition adjustment — 4,678 4,678 Balance as of December 31, 2022 $ 121,091 $ 136,896 $ 257,987 Acquisition 20,629 — 20,629 Acquisition adjustment — 90 90 Balance as of December 31, 2023 $ 141,720 $ 136,986 $ 278,706 The Company’s accumulated goodwill impairment is $25,686 related to impairment charges the Company recorded during 2016 pertaining to its Truckload Services ("TLS") reporting unit. The TLS reporting unit operates within the Expedited Freight reportable segment. As of December 31, 2023, approximate ly $247,760 of goodwill is deductible for tax purposes. The Company amortizes certain acquired identifiable intangible assets on a straight-line basis over their estimated useful lives, which range from one year to 20 years. The acquired intangible assets have a weighted-average useful life as follows: Intangible Assets Weighted-Average Useful Life Customer relationships 14 years Non-compete agreements 5 years Trade names 4 years For the years ended December 31, 2023, 2022 and 2021, acquired intangible asset amortization was $16,039, $12,213 and $10,539, respectively. The Company estimates amortization of existing intangible assets will be $16,053 in 2024, $16,052 in 2025, $16,030 in 2026, $15,958 in 2027, and $15,701 in 2028. Changes in the carrying amount of acquired intangible assets during 2023 and 2022 are summarized as follows: Gross Carrying Amount Customer Relationships 1 Non-Compete Agreements Trade Names Total Balance as of December 31, 2021 $ 202,176 $ 6,826 $ 1,500 $ 210,502 Acquisitions 21,655 272 — 21,927 Acquisition adjustment (5,162) (692) — (5,854) Balance as of December 31, 2022 $ 218,669 $ 6,406 $ 1,500 $ 226,575 Acquisition 35,200 — — 35,200 Acquisition adjustment 45 1 — 46 Balance as of December 31, 2023 $ 253,914 $ 6,407 $ 1,500 $ 261,821 Accumulated Amortization Customer Relationships Non-Compete Agreements Trade Names Total Balance as of December 31, 2021 $ 91,713 $ 5,567 $ 1,500 $ 98,780 Amortization expense 11,891 322 — 12,213 Balance as of December 31, 2022 $ 103,604 $ 5,889 $ 1,500 $ 110,993 Amortization expense 15,389 650 — 16,039 Balance as of December 31, 2023 $ 118,993 $ 6,539 $ 1,500 $ 127,032 1 Carrying value as of December 31, 2023, 2022 and 2021 is inclusive of $16,501 of accumulated impairment. Accrued Expenses Accrued expenses as of December 31, 2023 and 2022 consisted of the following: December 31, 2023 December 31, 2022 Accrued payroll and related items $ 15,267 $ 21,919 Insurance and claims accruals 19,566 19,167 Payables to Leased Capacity Providers 10,663 8,832 Accrued interest payable 1 17,452 — Accrued expenses $ 62,948 $ 49,918 ¹ Amounts held in escrow by the VIEs. Other Current Liabilities Other current liabilities as of December 31, 2023 and 2022 consisted of the following: December 31, 2023 December 31, 2022 Income taxes payable $ 31,190 $ — Accrued legal and professional fees 34,721 1,294 Other 5,816 2,650 Other current liabilities $ 71,727 $ 3,944 Self-Insurance Loss Reserves The Company’s licensed motor carrier contracts with independent contractor fleets, owner-operators and other third-party transportation capacity providers for most of the transportation services. The Company’s independent contractor fleet owners and owner-operators lease their equipment to the Company (“Leased Capacity Providers”) and own, operate and maintain their own tractors and employ their own drivers. Under U.S. Department of Transportation regulations, the Company is liable for bodily injury and property damage caused by the Leased Capacity Providers and employee drivers while they are operating equipment under the Company’s various motor carrier authorities. The potential liability associated with any accident can be severe and occurrences are unpredictable. For vehicle liability, the Company retains a portion of the risk. Below is a summary of the Company’s risk retention on vehicle liability insurance coverage maintained by the Company through $10,000 (in thousands): Company Frequency Layer Policy Term Expedited Freight LTL business $ 5,000 Occurrence/Accident¹ $0 to $5,000 10/1/2023 to 10/1/2024 Truckload business $ 5,000 Occurrence/Accident¹ $0 to $5,000 10/1/2023 to 10/1/2024 LTL, Truckload and Intermodal businesses $ 5,000 Policy Term Aggregate² $5,000 to $10,000 10/1/2023 to 10/1/2024 Intermodal $ 1,000 Occurrence/Accident¹ $0 to $1,000 10/1/2023 to 10/1/2024 ¹ For each and every accident/incident, the Company is responsible for damages and defense up to these amounts, regardless of the number of claims associated with any accident/incident. ² During the Policy Term, the Company is responsible for damages and defense within the stated Layer up to the stated, aggregate amount of Company Risk Retention before insurance will contribute. Also, from time to time, when brokering freight, the Company may face claims for the “negligent selection” of outside, contracted carriers that are involved in accidents, and the Company maintains third-party liability insurance coverage with a $100 deductible per occurrence for its brokered services. Additionally, the Company maintains workers’ compensation insurance with a self-insured retention of $500 per occurrence. The Company provides for the estimated costs of vehicle liability and workers’ compensation claims both reported and for claims incurred but not reported. The amount of self-insurance loss reserves and loss adjustment expenses is determined based on an estimation process that uses information obtained from both Company-specific and industry data, as well as general economic information. The most significant assumptions used in the estimation process include determining the trend in loss costs, the expected consistency in the frequency and severity of claims incurred but not yet reported, changes in the timing of the reporting of losses from the loss date to the notification date, and the expected costs to settle unpaid claims. The Company estimates its self-insurance loss exposure by evaluating the merits and circumstances surrounding individual known claims and through actuarial analysis to determine an estimate of probable losses on claims incurred but not reported. T he Company accrues for the costs of the uninsured portion of pending claims, based on the nature and severity of individual claims and historical claims development trends. Estimating the number and severity of claims, as well as related judgment or settlement amounts is inherently difficult. Failure to establish sufficient insurance reserves and adequately estimate for future insurance claims may cause unfavorable differences between actual self-insurance costs and the reserve estimates. As of December 31, 2023 and 2022, the Company recorded self-insurance loss reserves of $66,374 and $67,860, respectively, inclusive of reserves in excess of the self-insured retention limit that are expected to be reimbursed from insurance carriers. As of December 31, 2023, $19,566 was recorded in “Accrued expenses” and $46,808 was recorded in “Other long-term liabilities” in the Consolidated Balance Sheets. As of December 31, 2022, $19,167 was recorded in “Accrued expenses” and $48,693 was recorded in “Other long-term liabilities” in the Consolidated Balance Sheets. As of December 31, 2023 and 2022, the Company recognized a receivable for insurance proceeds and a corresponding claims payable for vehicle liability and workers’ compensation claims in excess of the self-insured retention limit. As of December 31, 2023 and 2022, the Company recorded $26,712 and $29,087, respectively, in “Other assets” and “Other long-term liabilities” in the Consolidated Balance Sheets. Revenue Recognition Revenue is recognized when the Company satisfies the performance obligation by the delivery of a shipment in accordance with contractual agreements, bills of lading and general tariff provisions. The amount of revenue recognized is measured as the consideration the Company expects to receive in exchange for those services pursuant to a contract with a customer. A contract exists once the Company enters into a contractual agreement with a customer. The Company does not recognize revenue in cases where collectibility is not probable, and defers recognition until collection is probable or payment is received. The Company generates revenue from the delivery of a shipment and the completion of related services. Revenue for the delivery of a shipment is recorded over time to coincide with when customers simultaneously receive and consume the benefits of the delivery services. Accordingly, revenue billed to a customer for the transportation of freight are recognized over the transit period as the performance obligation to the customer is satisfied. The Company determines the transit period for a shipment based on the pick-up date and the delivery date, which may be estimated if delivery has not occurred as of a reporting period. The determination of the transit period and how much of it has been completed as of a given reporting date may require the Company to make judgments that impact the timing of revenue recognized. For delivery of shipments with a pick-up date in one reporting period and a delivery date in another reporting period, the Company recognizes revenue based on relative transit time in each reporting period. A portion of the total revenue to be billed to the customer after completion of a delivery is recognized in each reporting period based on the percentage of total transit time that has been completed at the end of the applicable reporting period. Upon delivery of a shipment or related service, customers are billed according to the applicable payment terms. Related services are a separate performance obligation and include accessorial charges such as terminal handling, storage, equipment rentals and customs brokerage. Revenue is classified based on the line of business as the Company believes that best depicts the nature, timing and amount of revenue and cash flows. For all lines of business, the Company records revenue on a gross basis as it is the principal in the transaction as the Company has discretion to determine the amount of consideration. Additionally, the Company has the discretion to select drivers and other vendors for the services provided to customers. These factors, discretion in the amount of consideration and the selection of drivers and other vendors, support revenue recognized on a gross basis. Leases The Company accounts for leases under Accounting Standards Codification 842, Leases, (“ASC 842”), where lessees are required to record an asset (right-of-use asset or finance lease asset) and a lease liability. ASC 842 allows for two types of leases for recognition purposes: operating leases and finance leases. Operating leases result in the recognition of a single lease expense on a straight-line basis over the lease term, while finance leases result in an accelerated expense. The Company determines if an arrangement contains a lease at inception based on whether or not the Company has the right to control the asset during the contract period. All leases greater than 12 months result in the recognition of a right-of-use asset and liability at the lease commencement date based on the present value of the lease payments over the lease term. The present value of the lease payments is calculated using the applicable weighted-average discount rate. The weighted-average discount rate is based on the discount rate implicit in the lease, or if the implicit rate is not readily determinable from the lease, then the Company estimates an applicable incremental borrowing rate. The incremental borrowing rate is estimated based on the contractual lease term and the Company’s applicable borrowing rate. Business Combinations Upon the acquisition of a business, the fair value of the assets acquired and liabilities assumed are estimated, which may require judgment regarding the identification of acquired assets and liabilities assumed. Once the acquired assets and assumed liabilities are identified, the fair value of the assets and liabilities are estimated using a variety of approaches that require significant judgments. For intangible assets, significant judgments include, but are not limited to, future cash flows, selection of discount rates, determination of terminal growth rates, and estimated useful life and pattern of use of the underlying intangible assets. For tangible assets, significant judgements include, but are not limited to, current market values, physical and functional obsolescence of the assets, and remaining useful lives. Consideration is typically paid in the form of cash paid upon closing while contingent consideration is paid upon the satisfaction of a future obligation. If contingent consideration is included as a component of the consideration, the Company values the consideration as of the acquisition date. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Refer to Note 7, Income Taxes , for further discussion. Net Income (Loss) Per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during each period. Restricted shares have non-forfeitable rights to dividends and as a result, are considered participating securities for purposes of computing net income (loss) per common share pursuant to the two-class method. Diluted net income (loss) per common share assumes the exercise of outstanding stock options and the vesting of performance share awards using the treasury stock method when the effects of such assumptions are dilutive. A reconciliation of net income attributable to Forward Air and weighted-average common shares outstanding for purposes of calculating basic and diluted net income (loss) per share during the years ended December 31, 2023, 2022 and 2021 is as follows: 2023 2022 2021 Numerator: Net income and comprehensive income from continuing operations $ 42,803 $ 179,414 $ 106,879 Net income and comprehensive income from discontinued operations 124,548 13,777 (1,020) Net income attributable to Forward Air $ 167,351 $ 193,191 $ 105,859 Income allocated to participating securities from continuing operations (220) (993) (737) Income allocated to participating securities from discontinued operations (639) (77) — Income allocated to participating securities (859) (1,070) (737) Numerator for basic and diluted net income per share for continuing operations $ 42,583 $ 178,421 $ 106,142 Numerator for basic and diluted net (loss) income per share for discontinued operations $ 123,909 $ 13,700 $ (1,020) Denominator: Denominator for basic net income per share - weighted-average number of common shares outstanding 25,913 26,783 27,155 Dilutive stock options and performance share awards 90 143 137 Denominator for diluted net income per share - weighted-average number of common shares and common share equivalents outstanding 26,003 26,926 27,292 Basic net income (loss) per share: Continuing operations $ 1.64 $ 6.66 $ 3.91 Discontinued operations 4.78 0.51 (0.04) Net income per basic share $ 6.42 $ 7.17 $ 3.87 Diluted net income (loss) per share: Continuing operations $ 1.64 $ 6.63 $ 3.89 Discontinued operations 4.77 0.51 (0.04) Net income per diluted share 1 $ 6.40 $ 7.14 $ 3.85 1 Rounding may impact summation of amounts. The number of shares that were not included in the calculation of net income (loss) per diluted share because to do so would have been anti-dilutive for the years ended December 31, 2023, 2022 and 2021 are as follows: 2023 2022 2021 Anti-dilutive stock options 112 57 — Anti-dilutive performance shares 18 13 — Anti-dilutive restricted shares and deferred stock units 67 2 — Total anti-dilutive shares 197 72 — Share-Based Compensation The Company grants awards under the stock incentive plans to certain employees of the Company. The awards include stock options, restricted shares and performance shares. The fair value of the stock options is estimated on the grant date using the Black-Scholes option pricing model, and share-based compensation expense is recognized on a straight-line basis over the three-year vesting period. The fair value of the restricted shares is the quoted market value of the Company’s common stock on the grant date, and the share-based compensation expense is recognized on a straight-line basis over the vesting period. For certain performance shares, the fair value is the quoted market value of the Company’s common stock on the grant date less the present value of the expected dividends not received during the relevant period. For these performance shares, the share-based compensation expense is recognized on a straight-line basis over the vesting period based on the projected assessment of the level of performance that will be achieved. The fair value of other performance shares that have a financial target of the Company’s total shareholder return as compared to the total shareholder return of a selected peer group, is estimated on the grant date using a Monte Carlo simulation model. The share-based compensation expense is recognized on a straight-line basis over the vesting period. All share-based compensation expense is recognized in salaries, wages and employee benefits in the Consolidated Statements of Comprehensive Income. Refer to Note 6, Stock Incentive Plan , for further discussion. Ransomware Incident In December 2020, the Company detected a ransomware incident impacting its operational and information technology systems, which caused service delays for many of its customers (“Ransomware Incident”). Promptly upon its detection of the incident, the Company initiated response protocols, launched an investigation and engaged the services of cybersecurity and forensics professionals. The Company also engaged with the appropriate law enforcement authorities. The Company continued to cooperate with law enforcement in connection with the criminal investigation into those responsible for the Ransomware Incident. For the year ended 2021 expenses related to the Ransomware Incident were $434, which were recorded in “Other operating expenses” in the Consolidated Statements of Comprehensive Income. No expenses were incurred for the years ended December 31, 2023 and 2022. Expenses include costs to investigate and remediate the Ransomware Incident and legal and other professional services related to the incident. Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on the financial condition or the results of operations of the Company. |
Discontinued Operations and Hel
Discontinued Operations and Held for Sale | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Held for Sale | Discontinued Operations and Held for Sale Sale of Final Mile On December 20, 2023, the Company completed the sale of the Final Mile business for estimated total cash consideration of $260,916. As a result, the assets and liabilities of Final Mile have been presented separately under the captions “Current assets held for sale,” “Noncurrent assets held for sale,” “Current liabilities held for sale” and “Noncurrent liabilities held for sale” in the Consolidated Balance Sheets as of December 31, 2022. The results of operations of Final Mile, as well as the gain realized on the sale of $155,829, have been presented under the caption “ Income from discontinued operations, net of tax Sale of Pool As previously disclosed, on April 23, 2020, the Company made a decision to divest of Pool and the sale was completed on February 12, 2021. As a result, the results of Pool were classified to “Loss from discontinued operations, net of tax” in the Consolidated Statements of Comprehensive Income for the year ended December 31, 2021. Certain corporate overhead and other costs previously allocated to Pool for segment reporting purposes did not qualify for classification within discontinued operation and were allocated to continuing operations. These costs were classified to the eliminations column in the segment reconciliation in Note 12, Segment Reporting. On February 12, 2021, the Company completed the sale of the Pool business for $8,000 in cash and up to a $12,000 earn-out based on earnings before interest, taxes, depreciation and amortization. The sale agreement for Pool included an earn-out based on the achievement of certain earnings before interest, taxes, depreciation and amortization attainment over an eleven-month period, beginning February 1, 2021. The estimated fair value of the earn-out asset on the date of sale was $6,967. The fair value was based on the estimated eleven-month period of the earnings before interest, taxes, depreciation and amortization and was calculated using a Monte Carlo simulation model. Subsequent to the date of sale, the Company recognized any increases in the carrying value of the earn-out asset when the change was realized and evaluated the earn-out asset for impairment at each reporting period. The financial performance of the Pool business significantly deteriorated during the third quarter of 2021. As a result, an evaluation of the earn-out asset for impairment was completed, which included a review of revised forecasts, updated strategic operating decisions and current market conditions. The revised forecasts indicated an impairment of the entire earn-out asset was necessary. A non-cash charge of $6,967 was recorded as an “Impairment charge ” in the summarized discontinued operation financial information for the year ended December 31, 2021. Transition Services Agreement On February 12, 2021, the Company entered into a Transition Services Agreement (“TSA”) with TOG FAS Holdings LLC, the buyer of the Pool business. Under the TSA, the Company performed certain services on an interim basis in order to facilitate the orderly transition of the Pool business. The effective date of the TSA was February 12, 2021 and remained in effect until the date all services were completed, but no more than six months following the effective date. The TSA provided the right to extend the term of the TSA with no limit on the number of the mutually agreed upon extensions. In exchange for the services performed by the Company under the TSA, the Company received a monthly service charge. For the year ended December 31, 2021, the Company recognized $747, in “Other operating expenses ” in the Consolidated Statements of Comprehensive Income, for the services performed under the TSA. The TSA ended in October 2021 when all services were completed. Summarized Held for Sale and Discontinued Operation Financial Information A summary of the carrying amounts of major classes of assets and liabilities, which are included in assets and liabilities held for sale in the Consolidated Balance Sheets, is as follows: December 31, 2022 Assets Current assets: Accounts receivable, less allowance of $29 in 2022 $ 32,799 Prepaid expenses 5 Other current assets 2,138 Total current assets held for sale $ 34,942 Property and equipment, net of accumulated depreciation and amortization of $2,524 $ 2,751 Operating lease right-of-use assets 10,768 Goodwill 48,197 Other acquired intangibles, net of accumulated amortization of $12,332 in 2022 39,219 Other assets 92 Total noncurrent assets held for sale $ 101,027 Liabilities Current liabilities: Accounts payable $ 4,507 Accrued expenses 4,373 Other current liabilities 13 Current portion of debt and finance lease obligations 128 Current portion of operating lease liabilities 4,840 Total current liabilities held for sale $ 13,861 Finance lease obligations, less current portion $ 133 Operating lease liabilities, less current portion 5,962 Total noncurrent liabilities held for sale $ 6,095 A summary of the results of operations classified as a discontinued operations, net of tax, in the Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021 is as follows: Year Ended December 31, 2023 December 31, 2022 December 31, 2021 Operating revenue $ 273,873 $ 293,769 $ 292,976 Operating expenses: Purchased transportation 158,233 176,137 171,035 Salaries, wages and employee benefits 51,304 45,211 49,101 Operating leases 12,325 11,804 13,685 Depreciation and amortization 5,212 4,834 4,586 Insurance and claims 2,586 2,281 3,706 Fuel expense 305 627 1,057 Other operating expenses 36,842 34,490 37,946 Impairment charge — — 6,967 Total operating expenses 266,807 275,384 288,083 Income from discontinued operations 7,066 18,385 4,893 Gain (loss) on sale of business 155,829 — (2,860) Income from discontinued operations before income taxes 162,895 18,385 2,033 Income tax expense 38,347 4,608 3,053 Income (loss) from discontinued operations, net of tax $ 124,548 $ 13,777 $ (1,020) |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Expedited Freight In January 2023, the Company acquired certain assets of Land Air Express, Inc. (“Land Air”) for $56,567. Land Air, headquartered in Bowling Green, Kentucky, offers a variety of less-than-truckload services including guaranteed, standard, exclusive, same day, hot shot and pickup and delivery, and operates in over 25 terminals across the United States. The acquisition of Land Air is expected to accelerate the expansion of the Company’s national terminal footprint, particularly in the middle part of the United States, and strategically position the Company to better meet the current and future needs of customers. The acquisition was funded using cash flow from operations and proceeds from the Company’s credit facility. The results of Land Air have been included in the Company’s Consolidated Financial Statements as of and from the date of acquisition. The associated goodwill has been included in the Company’s Expedited Freight reportable segment. Intermodal In May 2022, the Company acquired certain assets and liabilities of Edgmon Trucking, LLC (“Edgmon”) for $40,993 and a potential earn-out of up to $5,000, based on the achievement of certain profit contribution milestones over a nineteen month period, beginning May 31, 2022. The estimated fair value of the earn-out liability on the date of acquisition was immaterial. The fair value was based on the estimated certain profit contribution during the nineteen month period and was calculated using the option pricing method. The nineteen month period ended on December 31, 2023 and the certain profit contribution milestones were not achieved during that period. Edgmon, headquartered in Kent, Washington, operates a terminal in Kent and a yard in Seattle, servicing both the Port of Seattle and the Port of Tacoma. The acquisition of Edgmon marks the Company’s first Intermodal location on the West Coast, a key area of expansion in the Intermodal strategic growth plan. The acquisition was funded using cash flows from operations. The results of Edgmon have been included in the Company’s Consolidated Financial Statements as of and from the date of acquisition. The associated goodwill has been included in the Company’s Intermodal reportable segment. Acquisition of Omni Newco, LLC On January 25, 2024, (the “Closing”) the Company completed the acquisition of Omni Newco, LLC (the "Omni Acquisition") pursuant to the Agreement and Plan of Merger, dated as of August 10, 2023 (the “Merger Agreement”, and amended by Amendment No. 1, dated as of January 22, 2024, the “Amended Merger Agreement”). Omni, headquartered in Dallas, Texas, is an asset-light, high-touch logistics and supply chain management company with customer relationships in high-growth end markets. Omni delivers domestic and international freight forwarding, fulfillment services, customs brokerage, distribution, and value-added services for time-sensitive freight to U.S.-based customers operating both domestically and internationally. Pursuant to the Amended Merger Agreement, through a series of transactions involving the Company’s direct and indirect subsidiaries (collectively, with the other transactions contemplated by the Amended Merger Agreement and the other Transaction Agreements referred to therein, the “Transactions”), acquired Omni for a combination of (a) $20,000 in cash and (b) (i) common equity consideration representing 5,135 shares of the Company’s outstanding common stock, par value $0.01 per share on an as-converted and as-exchanged basis (the “Common Equity Consideration”) and (ii) non-voting, convertible perpetual preferred equity consideration representing, if the Company’s shareholders give the Conversion Approval (as defined below), an additional 8,880 shares of common stock on an as-exchanged basis (the “Convertible Preferred Equity Consideration”). The Common Equity Consideration represents, as of the Closing and before any Conversion Approval, approximately 16.5% of the Company’s common stock, on a fully diluted, as-exchanged basis. If the Company’s shareholders approve the conversion of the Convertible Preferred Equity Consideration to Forward Common Stock in accordance with the listing rules of NASDAQ (the “Conversion Approval”), the Common Equity Consideration and the Convertible Preferred Equity Consideration together will represent as of the Closing 35.0% of the Company’s common stock on a fully diluted and as-exchanged basis. Prior to the consummation of the Transactions, the Company completed a restructuring, pursuant to which, among other things, the Company contributed all of its operating assets to Clue Opco LLC, a newly formed subsidiary of the Company (“Opco”). Opco has been structured as an umbrella partnership C corporation through which the existing direct and certain indirect equityholders of Omni (“Omni Holders”), as of Closing, hold (i) a portion of the Common Equity Consideration in the form of units of Opco designated as “Class B Units” (“Opco Class B Units”) and corresponding Series B Preferred Units (as defined below) and (ii) a portion of the Convertible Preferred Equity Consideration in the form of units of Opco designated as “Series C-2 Preferred Units” (“Opco Series C-2 Preferred Units”). Effective as of the Closing, the Company operates its business through Opco, which indirectly holds all of the assets and operations of the Company and Omni. Opco is governed by an amended and restated limited liability company agreement of Opco that became effective at the Closing (“Opco LLCA”). The portion of the transaction consideration paid to Omni Holders that is Common Equity Consideration consists of (a) shares of the Company’s common stock and (b) Opco Class B Units and corresponding Series B Preferred Units that are exchangeable at the option of the holders thereof into shares of the Company’s common stock pursuant to the Opco LLCA. The portion of the transaction consideration paid to Omni Holders that is Convertible Preferred Equity Consideration consists of (a) Series C Preferred Units that will automatically convert into shares of the Company’s common stock upon the receipt of the Conversion Approval and (b) Opco Series C-2 Preferred Units that will be economically equivalent to Series C Preferred Units and will automatically convert into Opco Class B Units and corresponding Series B Preferred Units upon receipt of the Conversion Approval pursuant to the Opco LLCA. If the Conversion Approval is obtained, the Convertible Preferred Equity Consideration will convert into (i) the Company’s common stock and (ii) Opco Class B Units and corresponding Series B Preferred Units. In connection with the Transactions, the Company has agreed to use its reasonable best efforts to obtain the Conversion Approval at the first annual meeting of the Company’s shareholders following the Closing. If the Company does not obtain the Conversion Approval at such annual meeting, then, so long as any Series C Preferred Units remain outstanding, the Company has agreed to continue to use its reasonable best efforts to obtain the Conversion Approval at each annual meeting of shareholders thereafter until the Conversion Approval is obtained. At the Closing, the Company, Opco, Omni Holders and certain other parties entered into a tax receivable agreement (the “Tax Receivable Agreement”), which sets forth the agreement among the parties regarding the sharing of certain tax benefits realized by the Company as a result of the Transactions. Pursuant to the Tax Receivable Agreement, the Company is generally obligated to pay certain Omni Holders 83.5% of (a) the total tax benefit that the Company realizes as a result of increases in tax basis in Opco’s assets resulting from certain actual or deemed distributions and the future exchange of units of Opco for shares of securities of the Company (or cash) pursuant to the Opco LLCA, (b) certain pre-existing tax attributes of certain Omni Holders that are corporate entities for tax purposes, (c) the tax benefits that the Company realizes from certain tax allocations that correspond to items of income or gain required to be recognized by certain Omni Holders, and (d) other tax benefits attributable to payments under the Tax Receivable Agreement. Series B Preferred Stock Pursuant to Articles of Amendment to the Restated Charter of the Company filed with the Secretary of State of the State of Tennessee at the Closing (the “Charter Amendment”), the Company established the terms of a new series of preferred stock of the Company designated as “Series B Preferred Stock” (the “Series B Preferred Stock”), and, at the Closing, certain Omni Holders received fractional units (the “Series B Preferred Units”) each representing one one-thousandth of a share of the Company Series B Preferred Stock. Each Series B Preferred Unit will, together with a corresponding Opco Class B Unit, be exchangeable at the option of the holder thereof into one share of the Company’s common stock. Series C Preferred Stock Pursuant to the Charter Amendment, the Company established the terms of a new series of convertible preferred stock of the Company designated as “Series C Preferred Stock” (the “Series C Preferred Stock”), and, at Closing, certain Omni Holders received fractional units (each, a “Series C Preferred Unit”) each representing one one-thousandth of a share of Series C Preferred Stock. The liquidation preference of Series C Preferred Unit is equal to $110.00 per unit, subject to adjustment for any in-kind payment of the Annual Coupon as described below (the “Liquidation Preference”). In addition, the Series C Preferred Units accrue on each anniversary of issuance a cumulative annual dividend (without any interim accrual) equal to the product of (a) a rate to be fixed at Closing (which equals the rate per annum equal to a spread of 3.50% above the yield payable on the most junior tranche of debt issued in connection with the Transactions, rounded to the nearest 0.25%) multiplied by (b) the Liquidation Preference (the “Annual Coupon”). The Annual Coupon will be paid, at the Company’s option, in cash or in-kind by automatically increasing the Liquidation Preference in an equal amount. Senior Secured Notes In order to finance a portion of the cash consideration payable for the Omni Acquisition and the costs and expenses incurred in connection with the transaction, GN Bondco, LLC, a wholly owned subsidiary of Omni, (the “Escrow Issuer” and consolidated VIE) commenced a private offering of $725,000 aggregate principal amount of its 9.5% senior secured notes due 2031 (the “Notes”) in a transaction exempt from registration under the Securities Act. Upon closing of the Omni Acquisition, Opco assumed the Escrow Issuer’s obligations under the Notes. The Notes bear interest at a rate of 9.5% per annum, payable semiannually in cash in arrears on April 15 and October 15 of each year, commencing April 15, 2024. The Notes were issued at 98.0% of the face amount and will mature on October 15, 2031. Notes were issued pursuant to an indenture dated as of October 2, 2023, between the Escrow Issuer and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent. The Notes are guaranteed on a senior secured basis in an aggregate principal amount in excess of $100,000. Prior to October 15, 2026, Opco may redeem some or all of the Notes at any time and from time to time at a redemption price equal to 100.000% of the principal amount thereof plus the applicable “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. On or after October 15, 2026, Opco may redeem some or all of the Notes at the following prices (expressed as a percentage of principal), plus in each case accrued and unpaid interest, if any, to, but excluding, the redemption date: (a) in the case of a redemption occurring during the 12-month period commencing October 15, 2026, at a redemption price of 104.750%; (b) in the case of a redemption occurring during the 12-month period commencing on October 15, 2027, at a redemption price of 102.375%; and (c) in the case of a redemption occurring on or after October 15, 2028, at a redemption price of 100.000%. In addition, at any time prior to October 15, 2026, Opco may redeem up to 40.000% of the original aggregate principal amount of the Notes in an amount not to exceed the amount of net cash proceeds from one or more equity offerings at a redemption price equal to 109.5% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Upon the occurrence of a “change of control”, Opco will be required to offer to repurchase all of the outstanding principal amount of the Notes at a purchase price of 101.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. Senior Secured Term Loan Facility In order to finance a portion of the cash consideration payable for the Omni Acquisition and the costs and expenses incurred in connection with the transaction. GN Loanco, LLC, a wholly owned subsidiary of Omni, (the “Escrow Loan Borrower” and consolidated VIE), entered into a credit agreement (the “Credit Agreement”) with Citibank, N.A., as administrative agent and collateral agent and as initial term loan lender on December 19, 2023. Pursuant to the Credit Agreement, the Escrow Loan Borrower obtained senior secured term B loans in an aggregate principal amount of $1,125,000 (the “New Term Loans”) and the ability to draw down up to $400,000 under a line of credit (the “Revolving Credit Facility”). The New Term Loans bear interest based, at Opco’s election, on (a) SOFR plus an applicable margin or (b) the base rate plus an applicable margin. The base rate is equal to the highest of the following: (i) the prime rate; (ii) 0.50% above the overnight federal funds rate; and (iii) the one-month Term SOFR plus 1.00%. The applicable margin for Term SOFR loans is 4.50% and the applicable margin for base rate loans is 3.50%. The New Term Loans are subject to customary amortization of 1.00% per year. The New Term Loans were issued at 96.0% of the face amount and will mature on December 19, 2030. No borrowings under the Revolving Credit Facility were made in connection with the Omni Acquisition. The Revolving Credit Facility will mature on January 25, 2029. Loans made under the Revolving Credit Facility bear interest based, at Opco’s election, on (a) SOFR plus an applicable margin or (b) the base rate plus an applicable margin. Until delivery of a compliance certificate in respect of the fiscal quarter ending June 30, 2024, the applicable margin for SOFR loans is 4.25% and the applicable margin for base rate loans is 3.25%. Thereafter, the applicable margin can range from 3.75% to 4.25% for SOFR loans and from 2.75% to 3.25% for base rate loans, in each case depending on Opco’s first lien net leverage ratio, as set forth in the Credit Agreement. Upon closing of the Omni Acquisition, Opco assumed the Escrow Loan Borrower’s obligations under the Credit Agreement, which were further secured by certain guarantors. Opco’s obligations under the Credit Agreement are guaranteed on a senior secured basis by the Company and each of Opco’s existing and future domestic subsidiaries (subject to customary exceptions). On February 12, 2024, Opco and the parties to the Credit Agreement entered into Amendment No. 2 (“Amendment No. 2”) to the Credit Agreement, which (a) modifies the financial performance covenant in the Credit Agreement by temporarily increasing the 4.50:1.00 maximum consolidated first lien net leverage ratio permitted by the covenant to (i) 6.00:1.00 (for the second and third quarters of 2024), (ii) 5.50:1.00 (for the fourth quarter of 2024), (iii) 5.25:1.00 (for the first quarter of 2025), (iv) 5.00:1.00 (for the second quarter of 2025) and (v) 4.75:1.00 (for the third quarter of 2025) and (b) reduces the revolving credit commitments available under the Credit Agreement from an aggregate principal amount of $400,000 to an aggregate principal amount of $340,000. Amendment No. 2 also amends certain other terms of the Credit Agreement. Prior to the effectiveness of Amendment No. 2, on February 12, 2024, Opco repaid $80,000 aggregate principal amount of the New Term Loans outstanding under the Credit Agreement, together with all accrued and unpaid interest thereon. Both the Notes and Revolving Facility contain covenants that, among other things, restrict the ability of the Company, without the approval of the required lenders, to engage in certain mergers, consolidations, asset sales, dividends and stock repurchases, investments, and other transactions or to incur liens or indebtedness in excess of agreed thresholds, as set forth in the credit agreement. The Revolving Credit Facility's terms also include a financial covenant which requires the Company to maintain a specific leverage ratio. As of the date of this report, the Company was in compliance with these aforementioned covenants. As of December 31, 2023, the Company consolidated the activities of GN Bondco, LLC (VIE) and GN Loanco, LLC (VIE) with the proceeds from the Notes and New Term Loan recorded in “Noncurrent restricted cash equivalents” and the corresponding long-term debt recorded in “Long-term debt held in escrow” on the Consolidated Balance Sheets. Pursuant to the Merger Agreement, the Company deposited the appropriate funds into escrow on behalf of GN Bondco, LLC and GN Loanco, LLC in connection with the interest accrued through the Closing Date. For the interest funded but unpaid as of December 31, 2023, the corresponding amounts were recorded in “Restricted cash equivalents” and “Accrued expenses” on the Consolidated Balance Sheets. Additionally, while held in escrow, the proceeds from the Notes and New Term Loan were invested in a liquid, short-term instrument. The receivable for the interest earned through December 31, 2023 was recorded in “Restricted cash equivalents” and “Other receivables” on the Consolidated Balance Sheets. Due to the timing of the Closing, the Company is evaluating the impact of this acquisition on its consolidated financial statements. Therefore, the accounting for the acquisition is incomplete and disclosures including the pro forma consolidated results and adjustments, amounts of major assets acquired and liabilities assumed, fair value of the noncontrolling interest, valuation method used to determine the fair value of the consideration transferred, qualitative factors about the goodwill recognized, goodwill expected to be deductible for tax purposes and the amount of goodwill by reportable segment are not yet available. Further disclosures regarding the impact of the acquisition will be provided in subsequent filings as the evaluation is finalized. Due Diligence, Transaction and Integration Costs For the year ended December 31, 2023, the Company recorded $57,490 of due diligence and transactions costs incurred in connection with the acquisition of Omni. The due diligence, transaction and integration costs were recorded in “Other operating expenses” in the Consolidated Statements of Comprehensive Income. Fair Value of Assets Acquired and Liabilities Assumed Assets acquired and liabilities assumed as of the acquisition date are presented in the following table: Edgmon Land Air May 31, 2022 January 31, 2023 Tangible assets: Accounts receivable $ 4,963 $ — Property and equipment 613 738 Total tangible assets 5,576 738 Intangible assets: Customer relationships 13,051 35,200 Non-compete agreements 172 — Goodwill 22,195 20,629 Total intangible assets 35,418 55,829 Total assets acquired 40,994 56,567 Liabilities assumed: Current liabilities 1 — Total liabilities assumed 1 — Net assets acquired $ 40,993 $ 56,567 The estimated useful life of acquired intangible assets as of the acquisition date are summarized in the following table: Estimated Useful Lives Edgmon Land Air Customer relationships 9 years 15 years Non-compete agreements 5 years — |
Indebtedness
Indebtedness | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness Long-term debt consisted of the following as of December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Credit facility, expires 2026 $ — $ 108,500 Debt issuance costs — (418) — 108,082 Less: Current portion of long-term debt — (1,494) Total long-term debt, less current portion $ — $ 106,588 In September 2017, the Company entered into a five-year senior unsecured revolving credit facility (the “Facility”) with a maximum aggregate principal amount of $150,000, with a sublimit of $30,000 for letters of credit and a sublimit of $30,000 for swing line loans. The maturity date of the Facility was September 29, 2022. In April 2020, the Company entered into the first amendment to the Facility, which increased the maximum aggregate principal amount to $225,000. The Facility could have been increased by up to $25,000 to a maximum aggregate principal amount of $250,000 pursuant to the terms of the amended credit agreement, subject to the lenders’ agreement to increase their commitments or the addition of new lenders extending such commitments. In July 2021, the Company entered into the second amendment to the Facility, which extended the maturity date to July 20, 2026 and changed the interest rate options available under the Facility. In December 2021, the Company entered into the third amendment to the Facility, which increased the amount available for borrowing under the Facility to $450,000, consisting of a $300,000 revolving line of credit and a term loan of $150,000. In connection with the third amendment, the Company borrowed $150,000 under the term loan and simultaneously repaid $150,000 on the revolving line of credit from the borrowings received. Under the third amendment, the Facility may be increased by up to $75,000 to a maximum aggregate principal amount of $525,000 pursuant to the terms of the amended credit agreement, subject to the lenders’ agreement to increase their commitments or the addition of new lenders extending such commitments. Such increases to the Facility may be in the form of additional revolving credit loans, term loans or a combination thereof, and are contingent upon there being no events of default under the Facility. As of December 31, 2023 and December 31, 2022, the Company had $280,166 and $279,966 respectively, of available borrowing capacity under the Facility. The Facility contains covenants that, among other things, restrict the ability of the Company, without the approval of the required lenders, to engage in certain mergers, consolidations, asset sales, dividends and stock repurchases, investments, and other transactions or to incur liens or indebtedness in excess of agreed thresholds, as set forth in the credit agreement. The Company also has to fulfill financial covenants with respect to a leverage ratio and an interest coverage ratio. Under the amended Facility, interest accrues on the amounts outstanding under the Facility at the Company ’s option, at either (1) Bloomberg Short-Term Bank Yield Index rate (the “BSBY Rate ”), which cannot be less than zero, plus a margin ranging from 1.25% to 1.75% based on the Company ’s leverage ratio, or (2) the base rate, which cannot be less than 2.00%. The base rate is the highest of (i) the federal funds rate, which cannot be less than zero, plus 0.50%, (ii) the administrative agent ’s prime rate and (iii) the BSBY Rate, which cannot be less than zero, plus 1.00%, plus a margin ranging from 0.00% to 0.50% based on the Company ’s leverage ratio. Interest is payable in arrears for each loan that is based on the BSBY rate on the last day of the interest period applicable to each loan, and interest is payable in arrears on loans not based on the BSBY rate on the last day of each quarter. The interest rate on the borrowings outstanding under the credit facility was —% and 4.85% as of December 31, 2023 and December 31, 2022, respectively. Letters of Credit The Company has an arrangement under the Facility to issue letters of credit, which guarantee the Company’s obligations for potential claims exposure for insurance coverage. As of December 31, 2023 and December 31, 2022, outstanding letters of credit totaled $19,834 and $20,034, respectively. Interest Payments Cash payments for interest were $11,923, $5,355 and $4,198 for the years ended December 31, 2023, 2022 and 2021 respectively. No interest was capitalized during the year ended December 31, 2023, 2022 and 2021. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Preferred Stock There are 5,000 shares of preferred stock with a par value of $0.01 authorized, but no shares have been issued to date. Cash Dividends For each quarter of 2023 and 2022, the Board declared and the Company has paid a quarterly cash dividend of $0.24 per common share. For each quarter of 2021, the Board declared and the Company paid a quarterly cash dividend of $0.21 per common share. Share Repurchase Program On February 5, 2019, the Board approved a stock repurchase plan authorizing the repurchase of up to 5,000 shares of the Company’s common stock (the “2019 Repurchase Plan”). The 2019 Repurchase Plan expires when the shares authorized for repurchase are exhausted or the 2019 Repurchase Plan is canceled. During the year ended December 31, 2023, the Company repurchased through open market transactions 883 shares of common stock for $93,811, or an average of $106.21 per share, and during the year ended December 31, 2022, the Company repurchased through open market transactions 600 shares of common stock for $62,771, or an average of $104.53 per share. All shares received were retired upon receipt, and the excess of the purchase price over the par value per share was recorded to “Retained Earnings” in the Consolidated Balance Sheets. As of December 31, 2023, the remaining shares permitted to be repurchased under the 2019 Repurchase Plan were approximately 1,349 |
Stock Incentive Plan
Stock Incentive Plan | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Incentive Plan | Stock Incentive Plan Stock Incentive Plan The Company recorded share-based compensation expense as follows for the years ended December 31, 2023, 2022 and 2021: Year Ended December 31, December 31, December 31, Salaries, wages and employee benefits - continuing operations $ 10,090 $ 9,196 $ 8,720 Salaries, wages and employee benefits - discontinued operation 504 706 404 Total share-based compensation expense $ 10,594 $ 9,902 $ 9,124 In May 2016, the Company adopted the 2016 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) for the issuance of up to 2,000 common shares. As of December 31, 2023, approximately 581 shares remain available for grant under the Omnibus Plan. Stock Options Certain executives are eligible to receive grants of stock options. Employees may exercise the stock options at anytime after the grant is vested but no later than seven years after the date of grant. Stock options vest over a three-year period from the date of grant. For stock option awards, under the Omnibus Plan, the exercise price is equal to the price of the Company’s common stock on the date of grant. Share-based compensation expense associated with these awards is amortized ratably over the vesting period. The Company estimated the fair value of the grants using the Black-Scholes option-pricing model. The weighted average grant-date fair value of the stock option awards granted under the Omnibus Plan and the weighted average assumptions under the Black-Scholes option-pricing model were as follows for the years ended December 31, 2023, 2022 and 2021. December 31, 2023 December 31, 2022 December 31, 2021 Weighted average grant-date fair value $ 39.75 $ 28.91 $ 18.36 Weighted average assumptions under Black-Scholes option model: Expected dividend yield 0.8 % 0.9 % 1.1 % Expected stock price volatility 32.5 % 28.7 % 28.9 % Risk-free interest rate 3.8 % 1.9 % 0.6 % Expected life of awards (years) 5.6 5.6 5.8 Stock option transactions during the year ended December 31, 2023 on a continuing operations basis were as follows: Number of Shares Weighted Average Exercise Price Outstanding as of January 1 376 $ 66.13 Granted 54 115.42 Exercised — — Forfeited or Canceled (60) 44.97 Outstanding as of December 31 370 $ 76.83 As of December 31, 2023 , the weighted average remaining contractual life of stock options outstanding was approximately three years and exercisable was approximatel y two years . The total fair value of stock options vested during 2023, 2022, 2021 was $—, $855, and $922, respectively. As of December 31, 2023, the total share-based compensation expense related to unvested stock options not yet recog nized was $2,148, and the weighted average period over which it is expected to be recognized is approximately two years. The following table sets forth the exercise price range, number of shares, weighted average exercise price and remaining contractual lives by groups of similar price on a continuing operations basis as of December 31, 2023: Stock Options Outstanding Stock Options Exercisable Range of Exercise Prices Number of Shares Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Exercisable as of December 31, 2023 Weighted Average Exercise Price $ 47.82 - $ 59.89 83 0.5 $ 52.01 83 $ 52.01 $ 64.26 - $ 75.05 175 2.5 67.02 162 66.37 100.93 - 115.42 112 5.6 110.64 19 106.11 370 $ 76.83 264 $ 64.74 As of December 31, 2023 , the total intrinsic value of both outstanding and exercisable stock options was $900. The total intrinsic value of stock options exercised during 2023, 2022 and 2021 was $—, $142 and $2,137, respectively. Stock option transactions during the year ended December 31, 2023 on a discontinued operation basis were as follows: Number of Shares Weighted Average Exercise Price Outstanding as of January 1 — $ — Granted 1 115.42 Exercised — — Forfeited or Canceled (1) 115.42 Outstanding as of December 31 — $ — Restricted Shares The Company’s primary long-term incentive plan is a restricted share award plan that entitles employees to receive a share of the Company’s common stock subject to vesting requirements based on continued employment. Shares granted under the restricted share award plan are restricted from sale or transfer until vesting, and the restrictions lapse in three Restricted share transactions on a continuing operations basis for the year ended December 31, 2023 were as follows: Number of Shares Weighted Average Grant Date Fair Value Outstanding as of January 1 138 $ 87.81 Granted 74 114.46 Vested (70) 81.32 Forfeited (9) 104.68 Outstanding as of December 31 133 $ 104.87 The weighted average grant-date fair value of the restricted shares granted under the Omnibus Plan during the years ended December 31, 2023 , 2022 and 2021 were $114.46, $105.52 and $75.37, respectively. The total fair value of restricted shares that vested during 2023, 2022 and 2021 was $7,833 , $9,246, and $8,232, respectively. As of December 31, 2023, the total share-based compensation expense related to restricted shares not yet recognized was $8,207 , and the weighted average period over which it is expected to be recognized is approxi mately two ye ars. Restricted share transactions on a discontinued operation basis for the year ended December 31, 2023 were as follows: Number of Shares Weighted Average Grant Date Fair Value Outstanding as of January 1 13 $ 87.96 Granted 5 115.42 Vested (6) 82.07 Forfeited (12) 103.38 Outstanding as of December 31 — $ — The weighted average grant-date fair value of the restricted shares granted under the Omnibus Plan during the years ended December 31, 2023 , 2022 and 2021 were $115.42, $106.29 and $75.05, respectively. The total fair value of restricted shares that vested during 2023, 2022 and 2021 wa s $701, $558, and $619 , respectively. Performance Shares Certain executives and key employees are eligible to receive grants of performance awards. The performance share agreement provides for awards based on achieving certain financial targets, such as targets for earnings before interest, taxes, depreciation and amortization, and the Company’s total shareholder return as compared to the total shareholder return of a selected peer group, as determined by the Board. Performance targets are set at the beginning of each three-year measurement period. The share awards are earned over the vesting period, and the number of shares earned is determined based on the cumulative results for the measurement period. The performance agreement provides for employees to earn 0% to 200% of the target awards depending on the actual performance achieved, with no shares earned if performance is below the established minimum target. Performance shares do not receive dividends until the shares are vested. Awards earned are paid in shares of common stock of the Company at the end of the vesting period. Share-based compensation expense associated with these awards is amortized ratably over the vesting period. Depending on the financial target, share-based compensation expense is determined based on the projected assessment of the level of performance that will be achieved. All forfeitures are recognized as incurred. The grant-date fair value of performance shares granted with a financial target based on the Company’s total shareholder return was estimated using a Monte Carlo simulation model. The weighted average grant-date fair value of performance awards granted under the Omnibus Plan and the weighted average assumptions under the Monte Carlo simulation model were as follows for the years ended December 31, 2023, 2022 and 2021: Year Ended December 31, 2023 December 31, 2022 December 31, 2021 Weighted average grant-date fair value $ 120.27 $ 127.29 $ 87.33 Weighted average assumptions under the Monte Carlo simulation model: Expected stock price volatility 37.8 % 35.5 % 34.5 % Weighted average risk-free interest rate 4.2 % 1.6 % 0.2 % Performance award transactions for the year ended December 31, 2023 on a continuing operations basis were as follows assuming target levels of performance: Number of Shares Weighted Average Grant Date Fair Value Outstanding as of January 1 70 $ 87.74 Granted 18 120.27 Additional shares awarded based on actual performance level achieved 4 68.75 Earned (31) 69.10 Forfeited or unearned — — Outstanding as of December 31 61 $ 105.88 As of December 31, 2023, the total share-based compensation expense related to unearned performance awards not yet recognized, assuming the Company ’ s current projected assessment of the level of performance will be achieved, was $2,434, and the weighted average period over which it is expected to be recognized is approximately two years. Total excess tax benefit realized for tax deductions in the United States related to the exercise of stock options, vesting of restricted stock and vesting of performance awards under the Omnibus Pl an was $2,518, $1,012, and $1,006 for the years ended December 31, 2023, 2022 and 2021, respectively. Employee Stock Purchase Plan Under the 2005 Employee Stock Purchase Plan (the “ESPP”), the Company is authorized to issue up to a remaining 302 shares of common stock to employees. These shares may be issued at a price equal to 90% of the lesser of the market value on the first day or the last day of each six-month purchase period. Common stock purchases are paid for through periodic payroll deductions and/or up to two lump sum contributions. Employee stock purchase plan activity and related information was as follows on a continuing operations basis: Year Ended December 31, 2023 December 31, 2022 December 31, 2021 Shares purchased by participants under the ESPP 10 8 11 Average purchase price $ 69.81 $ 82.48 $ 75.71 Weighted average fair value of each purchase under the ESPP granted 1 $ 7.76 $ 9.17 $ 30.68 Share-based compensation expense for ESPP $ 76 $ 78 $ 344 1 Equal to the discount from the market value of the common stock at the end of each six month purchase period Employee stock purchase plan activity and related information was as follows on a discontinued operation basis: Year Ended December 31, 2023 December 31, 2022 December 31, 2021 Shares purchased by participants under the ESPP 1 1 1 Average purchase price $ 69.81 $ 82.48 $ 75.71 Weighted average fair value of each purchase under the ESPP granted 1 $ 7.76 $ 9.17 $ 30.68 Share-based compensation expense for ESPP $ 13 $ 9 $ 25 1 Equal to the discount from the market value of the common stock at the end of each six month purchase period Director Restricted Shares Under the Amended and Restated Non-Employee Director Stock Plan (the “Amended Plan”), approved in May 2007 and further amended in February 2013 and January 2016, up to 360 common shares may be issued. As of December 31, 2023, approximately 47 shares remain available for grant under the Amended Plan. Under the Amended Plan, each non-employee director receives an annual grant of restricted shares of the Company’s common stock. The restricted shares vest on the earlier of (a) the day immediately prior to the first annual shareholder meeting that occurs after the grant date or (b) one year after the grant date. Each director may elect to defer receipt of the common shares until the director departs from the Board. If a director elects to defer receipt, the Company will issue deferred stock units in which the director does not have voting rights or other incidents of ownership until the shares are issued. Each deferred stock unit is eligible for a dividend equivalent in the form of additional restricted stock units for each cash dividend paid by the Company. Director restricted share transactions for the year ended December 31, 2023 were a s follows: Number of Shares Weighted Average Grant Date Fair Value Outstanding as of January 1 15 $ 93.70 Granted 15 96.10 Vested (15) 93.70 Forfeited (1) 96.10 Outstanding as of December 31 14 $ 96.10 Year Ended December 31, 2023 December 31, 2022 December 31, 2021 Share-based compensation expense for restricted shares $ 1,329 $ 1,387 $ 1,436 Excess tax benefit for the vesting of restricted shares $ 40 $ 12 $ 342 The total fair value of restricted shares that vested during 2023, 2022 and 2021 was $1,424, $1,436, and $2,514, respectively. As of December 31, 2023, the total share-based compensation expense related to the restricted shares not yet recognized was $464, and the weighted average period over which it is expected to be recognized is less than one year. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, various states and Canada. With a few exceptions, the Company is no longer subject to U.S. federal, state and local, or Canadian examinations by tax authorities for years before 2016. The provision for income taxes by location of the taxing jurisdiction for the years ended December 31, 2023, 2022 and 2021 consisted of the following: 2023 2022 2021 Current: Federal $ 18,444 $ 43,327 $ 27,201 State 4,285 12,026 7,186 22,729 55,353 34,387 Deferred: Federal (6,268) 6,317 209 State (2,625) 1,369 1,212 (8,893) 7,686 1,421 $ 13,836 $ 63,039 $ 35,808 A reconciliation of income taxes computed at the U.S. federal statutory income tax r ate (21.0% for 2023, 2022 and 2021) to the provision for income taxes reflected in the Company’s Consolidated Statements of Co mprehensive Income for the years ended December 31, 2023, 2022 and 2021 is as follows: 2023 2022 2021 Tax expense at the statutory rate $ 11,894 $ 50,915 $ 29,964 State income taxes, net of federal income tax benefit 1,561 10,189 6,910 Share-based compensation (537) (840) (933) Other permanent differences (36) (30) 31 Non-deductible compensation 1,190 1,435 293 Change in income tax contingency reserves — — (260) Federal income tax credits (34) (107) (76) Other (202) 1,477 (121) $ 13,836 $ 63,039 $ 35,808 The significant components of the deferred tax assets and liabilities at December 31, 2023 and 2022 were as follows: December 31, December 31, Deferred tax assets: Accrued expenses $ 12,006 $ 13,743 Allowance for doubtful accounts 565 822 Operating lease liabilities 29,658 37,599 Due diligence and transaction costs 13,953 — Share-based compensation 4,995 4,458 Accruals for income tax contingencies 129 141 Capital loss carryforwards — 4,253 Net operating loss carryforwards 634 645 Total gross deferred tax assets 61,940 61,661 Valuation allowance (395) (4,648) Total net deferred tax assets 61,545 57,013 Deferred tax liabilities: Tax over book depreciation 33,373 32,888 Prepaid expenses 10,807 6,600 Operating lease right-of-use assets 28,559 36,600 Goodwill 23,744 23,681 Intangible assets 7,262 8,337 Total deferred tax liabilities 103,745 108,106 Net deferred tax liabilities $ (42,200) $ (51,093) The Company paid income taxes, net of refund s, of $20,842, $65,388 and $35,766 for the years ended December 31, 2023, 2022 and 2021, respectively. In 2021, the sale of Pool resulted in a capital loss in the amount of $4,253, which expires in 2026. A valuation allowance of $4,253 was recorded against the capital loss carryforward as of both December 31, 2022 and 2021. As of each reporting date, the Company considers new evidence, both positive and negative, that could affect the future realization of its deferred tax assets. As of December 31, 2023, the Company determined that there is sufficient evidence based on the capital gain realized from the sale of Final Mile to conclude that it is more likely than not that the capital loss carryforward of $4,253 is realizable. As a result, the Company realized a valuation allowance benefit in 2023, which was allocated to “ Income from discontinued operations, net of tax.” Therefore, the change in the valuation allowance recorded against the capital loss carryforward for the years ended December 31 2023, 2022 and 2021 was ($4,253), $23 and $4,230, respectively. As of December 31, 2023, 2022 and 2021 the Company had state net operating loss carryforw ards of $13,240, $13,574 and $13,819, respectively, that expire between 2023 and 2034. The state net operating loss carryforwards are limited to the future taxable income of separate legal entities. The Company maintains a valuation allowance to reserve against its state net operating loss carryforwards of $395 as of both December 31, 2023 and 2022. There was no change in the valuation allowance for the state net operating loss carryforwards in 2023, 2022 and 2021. A valuation allowance is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company assessed the likelihood that its deferred tax assets would be recovered from estimated future taxable income and available tax planning strategies. In making this assessment, all available evidence was considered including economic climate, as well as reasonable tax planning strategies. The Company believes it is more likely than not that it will realize its remaining net deferred tax assets, net of the valuation allowance, in future years. A reconciliation of the beginning and ending amount of unrecognized tax benefits as of and during the years ended December 31, 2023 and 2022 is as follows: Balance at December 31, 2021 $ 241 Reductions for settlement with state taxing authorities (66) Additions for tax positions of current year 23 Balance at December 31, 2022 198 Reductions for settlement with state taxing authorities (66) Additions for tax positions of current year 21 Balance at December 31, 2023 $ 153 The Company recognizes income tax benefits from uncertain tax positions where the realization of the ultimate benefit is uncertain. As of December 31, 2023 and 2022, the Company had $153 and $198 , respectively, of unrecognized income tax benefits, all of which would affect the Company’s effective tax rate if recognized. At December 31, 2023 and 2022, the Company had accrued interest and penalties related to unrecognized tax benefits of $82 a |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company leases certain land, buildings, equipment and office equipment under finance and operating leases. Equipment includes tractors, straight trucks, forklifts and trailers. Equipment under a finance lease is amortized over the shorter of the lease term or its estimated useful life. The Company subleases certain facilities to independent third parties. Since the Company is not relieved of its obligation under these leases, a right-of-use lease asset and corresponding operating lease liability is recorded. Sublease rental income was $2,991, $2,762 and $1,763 in 2023, 2022 and 2021, respectively. In 2024, the Company expects to receive aggregate future minimum rental payments under noncancelable subleases of approximately $1,859. Noncancelable subleases expire between 2024 and 2028. The Company does not recognize a right-of-use asset or lease liability with respect to operating leases with an initial lease term of 12 months or less, and recognizes expense on such leases on a straight-line basis over the lease term. The Company does not account for lease components separately from nonlease components. The Company has certain leases that include one or more options to renew, with renewal periods ranging from one ’ s leases generally do not provide an implicit rate, and therefore, the Company applies its incremental borrowing rate using information available at lease commencement or modification to determine the present value of lease payments. The incremental borrowing rate is an estimate based on the interest rate the Company would pay to borrow an amount equal to the lease payments on a collateralized basis and over a similar term, within a similar economic environment. The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants. The Company has contracts with Leased Capacity Providers. Since the contracts explicitly identify the tractors operated by the Leased Capacity Providers, the Company determined the contracts contain an embedded lease. The compensation of Leased Capacity Providers, as specified in the contract, is variable based upon a rate per shipment and a rate per mile. The variable amounts are excluded from the calculation of the right-of-use lease asset and corresponding operating lease liability and are disclosed as variable lease costs. Variable lease costs related to the embedded leases were $409,080, $440,756 and $353,347, for the years ended December 31, 2023, 2022, and 2021, respectively, and were recorded in “Purchased transportation” in the Consolidated Statements of Comprehensive Income. Total lease assets and liabilities as of December 31, 2023 and 2022 were as follows: Lease Assets Classification December 31, 2023 December 31, 2022 Operating lease right-of-use assets Operating lease right-of-use assets $ 111,552 $ 131,097 Finance lease assets Property and equipment, net 1 38,015 22,957 Total leased assets $ 149,567 $ 154,054 Lease Liabilities Classification December 31, 2023 December 31, 2022 Current: Operating Current portion of operating lease liabilities $ 44,344 $ 42,266 Finance Current portion of debt and finance lease obligations 12,645 7,820 Noncurrent: Operating Operating lease liabilities, less current portion 71,598 92,903 Finance Finance lease obligations, less current portion 26,736 15,711 Total leased liabilities $ 155,323 $ 158,700 1 Finance lease assets are recorded net of accumulated depreciation of $22,051 and $10,949 as of December 31, 2023 and 2022, respectively. Total lease cost for 2023 and 2022 was as follows: Year Ended Classification December 31, December 31, Operating lease cost Operating leases $ 54,604 $ 52,891 Short-term lease cost Operating leases 13,672 20,329 Variable lease cost Purchased transportation, operating leases and other operating expenses 428,385 456,093 Sublease income Operating revenue (2,991) (2,762) Finance lease cost: Amortization of leased assets Depreciation and amortization 11,102 6,114 Interest on leased liabilities Interest expense, net 1,395 563 Total lease cost $ 506,167 $ 533,228 Future minimum lease payments under noncancelable operating and finance leases with remaining terms greater than one year as of December 31, 2023 were as follows: Operating Leases Finance Leases 2024 $ 49,036 $ 14,455 2025 34,347 11,190 2026 23,186 9,012 2027 12,386 6,777 2028 5,854 2,123 Thereafter 6,660 192 Total minimum lease payments 131,469 43,749 Less: imputed interest (15,527) (4,368) Present value of future minimum lease payments 115,942 39,381 Less: current portion of lease obligations (44,344) (12,645) Long-term lease obligations $ 71,598 $ 26,736 The following table summarizes the weighted-average remaining lease term and weighted average discount rate: December 31, 2023 December 31, 2022 Weighted average remaining lease term (in years): Operating leases 3.0 3.6 Finance leases 3.6 3.6 Weighted average discount rate: Operating leases 3.4 % 3.0 % Finance leases 5.5 % 4.2 % The following table summarizes the supplemental cash flow information for 2023 and 2022: Year Ended December 31, 2023 December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 54,462 $ 51,780 Operating cash flows from finance leases 1,395 563 Financing cash flows from finance leases 11,074 6,108 Right-of-use assets obtained in exchange for operating lease liabilities $ 29,884 $ 47,721 Leased assets obtained in exchange for finance lease obligations 25,217 14,422 |
Leases | Leases The Company leases certain land, buildings, equipment and office equipment under finance and operating leases. Equipment includes tractors, straight trucks, forklifts and trailers. Equipment under a finance lease is amortized over the shorter of the lease term or its estimated useful life. The Company subleases certain facilities to independent third parties. Since the Company is not relieved of its obligation under these leases, a right-of-use lease asset and corresponding operating lease liability is recorded. Sublease rental income was $2,991, $2,762 and $1,763 in 2023, 2022 and 2021, respectively. In 2024, the Company expects to receive aggregate future minimum rental payments under noncancelable subleases of approximately $1,859. Noncancelable subleases expire between 2024 and 2028. The Company does not recognize a right-of-use asset or lease liability with respect to operating leases with an initial lease term of 12 months or less, and recognizes expense on such leases on a straight-line basis over the lease term. The Company does not account for lease components separately from nonlease components. The Company has certain leases that include one or more options to renew, with renewal periods ranging from one ’ s leases generally do not provide an implicit rate, and therefore, the Company applies its incremental borrowing rate using information available at lease commencement or modification to determine the present value of lease payments. The incremental borrowing rate is an estimate based on the interest rate the Company would pay to borrow an amount equal to the lease payments on a collateralized basis and over a similar term, within a similar economic environment. The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants. The Company has contracts with Leased Capacity Providers. Since the contracts explicitly identify the tractors operated by the Leased Capacity Providers, the Company determined the contracts contain an embedded lease. The compensation of Leased Capacity Providers, as specified in the contract, is variable based upon a rate per shipment and a rate per mile. The variable amounts are excluded from the calculation of the right-of-use lease asset and corresponding operating lease liability and are disclosed as variable lease costs. Variable lease costs related to the embedded leases were $409,080, $440,756 and $353,347, for the years ended December 31, 2023, 2022, and 2021, respectively, and were recorded in “Purchased transportation” in the Consolidated Statements of Comprehensive Income. Total lease assets and liabilities as of December 31, 2023 and 2022 were as follows: Lease Assets Classification December 31, 2023 December 31, 2022 Operating lease right-of-use assets Operating lease right-of-use assets $ 111,552 $ 131,097 Finance lease assets Property and equipment, net 1 38,015 22,957 Total leased assets $ 149,567 $ 154,054 Lease Liabilities Classification December 31, 2023 December 31, 2022 Current: Operating Current portion of operating lease liabilities $ 44,344 $ 42,266 Finance Current portion of debt and finance lease obligations 12,645 7,820 Noncurrent: Operating Operating lease liabilities, less current portion 71,598 92,903 Finance Finance lease obligations, less current portion 26,736 15,711 Total leased liabilities $ 155,323 $ 158,700 1 Finance lease assets are recorded net of accumulated depreciation of $22,051 and $10,949 as of December 31, 2023 and 2022, respectively. Total lease cost for 2023 and 2022 was as follows: Year Ended Classification December 31, December 31, Operating lease cost Operating leases $ 54,604 $ 52,891 Short-term lease cost Operating leases 13,672 20,329 Variable lease cost Purchased transportation, operating leases and other operating expenses 428,385 456,093 Sublease income Operating revenue (2,991) (2,762) Finance lease cost: Amortization of leased assets Depreciation and amortization 11,102 6,114 Interest on leased liabilities Interest expense, net 1,395 563 Total lease cost $ 506,167 $ 533,228 Future minimum lease payments under noncancelable operating and finance leases with remaining terms greater than one year as of December 31, 2023 were as follows: Operating Leases Finance Leases 2024 $ 49,036 $ 14,455 2025 34,347 11,190 2026 23,186 9,012 2027 12,386 6,777 2028 5,854 2,123 Thereafter 6,660 192 Total minimum lease payments 131,469 43,749 Less: imputed interest (15,527) (4,368) Present value of future minimum lease payments 115,942 39,381 Less: current portion of lease obligations (44,344) (12,645) Long-term lease obligations $ 71,598 $ 26,736 The following table summarizes the weighted-average remaining lease term and weighted average discount rate: December 31, 2023 December 31, 2022 Weighted average remaining lease term (in years): Operating leases 3.0 3.6 Finance leases 3.6 3.6 Weighted average discount rate: Operating leases 3.4 % 3.0 % Finance leases 5.5 % 4.2 % The following table summarizes the supplemental cash flow information for 2023 and 2022: Year Ended December 31, 2023 December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 54,462 $ 51,780 Operating cash flows from finance leases 1,395 563 Financing cash flows from finance leases 11,074 6,108 Right-of-use assets obtained in exchange for operating lease liabilities $ 29,884 $ 47,721 Leased assets obtained in exchange for finance lease obligations 25,217 14,422 |
Leases | Leases The Company leases certain land, buildings, equipment and office equipment under finance and operating leases. Equipment includes tractors, straight trucks, forklifts and trailers. Equipment under a finance lease is amortized over the shorter of the lease term or its estimated useful life. The Company subleases certain facilities to independent third parties. Since the Company is not relieved of its obligation under these leases, a right-of-use lease asset and corresponding operating lease liability is recorded. Sublease rental income was $2,991, $2,762 and $1,763 in 2023, 2022 and 2021, respectively. In 2024, the Company expects to receive aggregate future minimum rental payments under noncancelable subleases of approximately $1,859. Noncancelable subleases expire between 2024 and 2028. The Company does not recognize a right-of-use asset or lease liability with respect to operating leases with an initial lease term of 12 months or less, and recognizes expense on such leases on a straight-line basis over the lease term. The Company does not account for lease components separately from nonlease components. The Company has certain leases that include one or more options to renew, with renewal periods ranging from one ’ s leases generally do not provide an implicit rate, and therefore, the Company applies its incremental borrowing rate using information available at lease commencement or modification to determine the present value of lease payments. The incremental borrowing rate is an estimate based on the interest rate the Company would pay to borrow an amount equal to the lease payments on a collateralized basis and over a similar term, within a similar economic environment. The Company’s lease agreements do not contain any residual value guarantees or restrictive covenants. The Company has contracts with Leased Capacity Providers. Since the contracts explicitly identify the tractors operated by the Leased Capacity Providers, the Company determined the contracts contain an embedded lease. The compensation of Leased Capacity Providers, as specified in the contract, is variable based upon a rate per shipment and a rate per mile. The variable amounts are excluded from the calculation of the right-of-use lease asset and corresponding operating lease liability and are disclosed as variable lease costs. Variable lease costs related to the embedded leases were $409,080, $440,756 and $353,347, for the years ended December 31, 2023, 2022, and 2021, respectively, and were recorded in “Purchased transportation” in the Consolidated Statements of Comprehensive Income. Total lease assets and liabilities as of December 31, 2023 and 2022 were as follows: Lease Assets Classification December 31, 2023 December 31, 2022 Operating lease right-of-use assets Operating lease right-of-use assets $ 111,552 $ 131,097 Finance lease assets Property and equipment, net 1 38,015 22,957 Total leased assets $ 149,567 $ 154,054 Lease Liabilities Classification December 31, 2023 December 31, 2022 Current: Operating Current portion of operating lease liabilities $ 44,344 $ 42,266 Finance Current portion of debt and finance lease obligations 12,645 7,820 Noncurrent: Operating Operating lease liabilities, less current portion 71,598 92,903 Finance Finance lease obligations, less current portion 26,736 15,711 Total leased liabilities $ 155,323 $ 158,700 1 Finance lease assets are recorded net of accumulated depreciation of $22,051 and $10,949 as of December 31, 2023 and 2022, respectively. Total lease cost for 2023 and 2022 was as follows: Year Ended Classification December 31, December 31, Operating lease cost Operating leases $ 54,604 $ 52,891 Short-term lease cost Operating leases 13,672 20,329 Variable lease cost Purchased transportation, operating leases and other operating expenses 428,385 456,093 Sublease income Operating revenue (2,991) (2,762) Finance lease cost: Amortization of leased assets Depreciation and amortization 11,102 6,114 Interest on leased liabilities Interest expense, net 1,395 563 Total lease cost $ 506,167 $ 533,228 Future minimum lease payments under noncancelable operating and finance leases with remaining terms greater than one year as of December 31, 2023 were as follows: Operating Leases Finance Leases 2024 $ 49,036 $ 14,455 2025 34,347 11,190 2026 23,186 9,012 2027 12,386 6,777 2028 5,854 2,123 Thereafter 6,660 192 Total minimum lease payments 131,469 43,749 Less: imputed interest (15,527) (4,368) Present value of future minimum lease payments 115,942 39,381 Less: current portion of lease obligations (44,344) (12,645) Long-term lease obligations $ 71,598 $ 26,736 The following table summarizes the weighted-average remaining lease term and weighted average discount rate: December 31, 2023 December 31, 2022 Weighted average remaining lease term (in years): Operating leases 3.0 3.6 Finance leases 3.6 3.6 Weighted average discount rate: Operating leases 3.4 % 3.0 % Finance leases 5.5 % 4.2 % The following table summarizes the supplemental cash flow information for 2023 and 2022: Year Ended December 31, 2023 December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 54,462 $ 51,780 Operating cash flows from finance leases 1,395 563 Financing cash flows from finance leases 11,074 6,108 Right-of-use assets obtained in exchange for operating lease liabilities $ 29,884 $ 47,721 Leased assets obtained in exchange for finance lease obligations 25,217 14,422 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments As of December 31, 2023, the Company had unconditional purchase obligations of $7,100 to purchase forklifts and other equipment during 2024. Contingencies On September 26, 2023, Rodney Bell, Michael A. Roberts and Theresa Woods, three shareholders of the Company, filed a complaint (the “Shareholder Complaint”) against the Company and certain of its directors and officers in the Third District Chancery Court sitting in Greeneville, Tennessee. The Shareholder Complaint alleges, among other things, that the Company’s shareholders have the right to vote on certain transactions contemplated by the Merger Agreement and sought an injunction against the consummation of the transaction until a shareholder vote was held. The court initially granted a temporary restraining order enjoining the transactions contemplated by the Merger Agreement but later dissolved it on October 25, 2023. Thereafter and as described below, on January 25, 2024, the parties to the Amended Merger Agreement completed the Omni Acquisition. The case remains pending. On October 31, 2023, Omni filed a complaint (the “Omni Complaint”) against the Company and certain of its direct and indirect subsidiaries in the Court of Chancery in the State of Delaware. The Omni Complaint alleged, among other things, that the Company breached its obligation to close the transactions contemplated by the Merger Agreement and sought specific performance to compel the Company to close and related declaratory relief. On January 22, 2024, the Company, Omni, and certain other parties entered into a Settlement and Release Agreement (the “Settlement Agreement”), settling all litigation claims that were the subject of proceedings pending in the matter of Omni Newco, LLC v Forward Air Corporation, et al, No. 2023-1104 (Del. Ch.) (the “Transaction Litigation”) asserted under the Merger Agreement among the Company, Omni and the other parties thereto, and stipulating to the dismissal of the Transaction Litigation. Pursuant to the Settlement Agreement, the parties agreed to enter into Amendment No. 1. On January 25, 2024, the Company, Omni, and certain other parties completed the Omni Acquisition as discussed in Note 3, Acquisitions . The Company is party to various legal claims and actions incidental to its business, including claims related to vehicle liability, workers’ compensation, property damage and employee medical benefits. The Company accrues for the uninsured portion of contingent losses from these and other pending claims when it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Based on the knowledge of the facts, the Company believes the resolution of such incidental claims and pending litigation, taking into account existing reserves, will not have a material adverse effect on our consolidated financial statements. Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s view of these matters may change in the future as the litigation and related events unfold. Insurance coverage provides the Company with primary and excess coverage for claims related to vehicle liability, workers’ compensation, property damage and employee medical benefits. For vehicle liability, the Company retains a portion of the risk. Below is a summary of the Company’s risk retention on vehicle liability insurance coverage maintained by the Company up to $10,000 (in thousands): Company Frequency Layer Policy Term Expedited Freight LTL business $ 5,000 Occurrence/Accident¹ $0 to $5,000 10/1/2023 to 10/1/2024 Truckload business $ 5,000 Occurrence/Accident¹ $0 to $5,000 10/1/2023 to 10/1/2024 LTL, Truckload and Intermodal businesses $ 5,000 Policy Term Aggregate² $5,000 to $10,000 10/1/2023 to 10/1/2024 Intermodal $ 1,000 Occurrence/Accident¹ $0 to $1,000 10/1/2023 to 10/1/2024 ¹ For each and every accident/incident, the Company is responsible for damages and defense up to these amounts, regardless of the number of claims associated with any accident/incident. ² During the Policy Term, the Company is responsible for damages and defense within the stated Layer up to the stated, aggregate amount of Company Risk Retention before insurance will contribute. Also, from time to time, when brokering freight, the Company may face claims for the “negligent selection” of outside, contracted carriers that are involved in accidents, and the Company maintains third-party liability insurance coverage with a $100 deductible per occurrence for its brokered services. Additionally, the Company maintains workers’ compensation insurance with a self-insured retention of $500 per occurrence. Insurance coverage in excess of the self-insured retention limit is an important part of the Company’s risk management process. The Company accrues for the costs of the uninsured portion of pending claims within the self-insured retention based on the nature and severity of individual claims and historical claims development trends. The Company believes the recorded reserves are sufficient for all incurred claims up to the self-insured retention limits, including an estimate for claims incurred but not reported. However, estimating the number and severity of claims, as well as related judgment or settlement amounts is inherently difficult, and the Company may fail to establish sufficient insurance reserves and adequately estimate for future insurance claims. Since the ultimate resolution of outstanding claims as well as claims incurred but not reported is uncertain, it is possible that the reserves recorded for these losses could change materially in the near term. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan The Company sponsors a qualified defined contribution plan covering substantially all employees. Under the defined contribution plan, the Company contributes 25.0% of the employee’s contribution up to a maximum of 6.0% of annual compensation, subject to certain limits. The Company contributed $2,001, $1,952 and $1,762 for the years ended December 31, 2023, 2022 and 2021, respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Cash, cash equivalents and restricted cash equivalents, accounts receivable, other receivables, and accounts payable are valued at their carrying amounts in the Company’s Consolidated Balance Sheets, due to the immediate or short-term maturity of these financial instruments. As of December 31, 2023, the estimated fair value of the Company’s finance lease obligation, based on current borrowing rates, was $38,926, compared to its carrying value of $39,381. As of December 31, 2022, the estimated fair value of the Company’s finance lease obligation, based on current borrowing rates, was $22,957, compared to its carrying value of $23,531. The carrying value of the long-term debt held in escrow approximates fair value based on the borrowing rates currently available for a loan with similar terms and average maturity. In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records assets and liabilities at fair value on a nonrecurring basis. Assets are recorded at fair value on a nonrecurring basis as a result of an impairment charge. The losses on assets measured at fair value on a nonrecurring, discontinued operation basis are summarized below: 2023 2022 2021 Earn-out asset impairment charge 1 $ — $ — $ 6,967 1 See Note 2, Discontinued Operations and Held for Sale . |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company has two reportable segments: Expedited Freight and Intermodal. The Company evaluates segment performance based on income from operations. Segment results include intersegment revenues and shared costs. Costs related to the corporate headquarters, shared services and shared assets, such as trailers, are allocated to each segment based on usage. Shared assets are not allocated to each segment, but rather the shared assets, such as trailers, are allocated to the Expedited Freight reportable segment. Corporate includes revenues and expenses as well as assets that are not attributable to any of the Company’s reportable segments. The Company is currently evaluating potential changes to its reportable segments, which may be reflected in future filings to more accurately align businesses within the segments. The accounting policies applied to each segment are the same as those in Note 1, Operations and Summary of Significant Accounting Policies , except for certain self-insurance loss reserves related to vehicle liability and workers’ compensation. Each segment is allocated an insurance premium and deductible that corresponds to the self-insured retention limit for that particular segment. Any self-insurance loss exposure beyond the deductible allocated to each segment is recorded in Corporate. No single customer accounted for more than 10% of the Company’s consolidated revenues from continuing operations for the years ended December 31, 2023, 2022 and 2021. Segment results from operations for the years ended December 31, 2023, 2022 and 2021 were as follows: Year Ended December 31, 2023 Expedited Freight Intermodal Corporate Eliminations Consolidated - Continuing Operations External revenues $ 1,096,484 $ 273,925 $ — $ — $ 1,370,409 Intersegment revenues 474 118 — (266) 326 Depreciation 31,626 9,740 — — 41,366 Amortization 5,788 10,251 — — 16,039 Income (loss) from continuing operations 116,040 25,327 (53,157) — 88,210 Purchases of property and equipment 29,928 797 — — 30,725 Year Ended December 31, 2022 Expedited Freight Intermodal Corporate Eliminations Consolidated - Continuing Operations External revenues $ 1,260,414 $ 419,698 $ — $ — $ 1,680,112 Intersegment revenues (293) 20 — (205) (478) Depreciation 23,597 6,641 101 — 30,339 Amortization 3,461 8,752 — — 12,213 Income (loss) from continuing operations 192,583 56,874 (1,866) — 247,591 Purchases of property and equipment 37,984 1,270 — — 39,254 Year Ended December 31, 2021 Expedited Freight Intermodal Corporate Eliminations Consolidated - Continuing Operations External revenues $ 1,098,847 $ 289,171 $ — $ — $ 1,388,018 Intersegment revenues 223 43 — (1,057) (791) Depreciation 20,826 3,538 63 — 24,427 Amortization 3,430 7,109 — — 10,539 Income (loss) from continuing operations 127,045 30,117 (10,137) — 147,025 Purchases of property and equipment 35,630 2,745 — — 38,375 Total Assets As of December 31, 2023 $ 661,270 $ 270,421 $ 2,047,901 $ (59) $ 2,979,533 As of December 31, 2022 547,417 322,001 202,756 (67) 1,072,107 A reconciliation from the segment information to the consolidated balances for revenues and total assets is set forth below: Year Ended December 31, December 31, December 31, Intersegment revenues - continuing operations $ 326 $ (478) $ (791) Intersegment revenues - discontinued operations (326) 478 791 Consolidated intersegment revenues $ — $ — $ — December 31, December 31, Segment assets - continuing operations $ 2,979,533 $ 1,072,107 Current assets held for sale — 34,942 Noncurrent assets held for sale — 101,027 Consolidated total assets $ 2,979,533 $ 1,208,076 Revenue from the individual services within the Expedited Freight segment for the years ended December 31, 2023, 2022 and 2021 were as follows: Year Ended December 31, 2023 December 31, 2022 December 31, 2021 Expedited Freight revenues: Network $ 845,949 $ 947,817 $ 805,015 Truckload 159,513 221,979 223,026 Other 91,496 90,325 71,029 Total $ 1,096,958 $ 1,260,121 $ 1,099,070 |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2023 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations (Unaudited) | Quarterly Results of Operations (Unaudited) The following is a summary of the quarterly results of operations for the years ended December 31, 2023 and 2022: 2023 March 31 June 30 September 30 December 31 Operating revenue $ 357,709 $ 333,622 $ 340,976 $ 338,428 Net income (loss) from continuing operations $ 33,904 $ 17,127 $ 6,493 $ (14,721) Income from discontinued operations, net of tax 2,464 2,824 2,795 116,465 Net income and comprehensive income $ 36,368 $ 19,951 $ 9,288 $ 101,744 Basic net income (loss) per share: Continuing operations $ 1.28 $ 0.66 $ 0.25 $ (0.58) Discontinued operations 0.09 0.11 0.11 4.51 Net income per share 1 $ 1.37 $ 0.76 $ 0.36 $ 3.94 Diluted net income (loss) per share: Continuing operations $ 1.27 $ 0.65 $ 0.25 $ (0.58) Discontinued operations 0.09 0.11 0.11 4.51 Net income per share 1 $ 1.37 $ 0.76 $ 0.36 $ 3.93 2022 March 31 June 30 September 30 December 31 Operating revenue $ 401,203 $ 442,191 $ 433,201 $ 403,039 Net income from continuing operations $ 40,463 $ 51,434 $ 48,508 $ 39,009 Income from discontinued operations, net of tax 2,223 3,996 3,625 3,933 Net income and comprehensive income $ 42,686 $ 55,430 $ 52,133 $ 42,942 Basic net income per share: Continuing operations $ 1.49 $ 1.90 $ 1.80 $ 1.46 Discontinued operations 0.08 0.15 0.13 0.15 Net income per share 1 $ 1.57 $ 2.05 $ 1.94 $ 1.61 Diluted net income per share: Continuing operations $ 1.48 $ 1.89 $ 1.80 $ 1.45 Discontinued operations 0.08 0.15 0.13 0.15 Net income per share 1 $ 1.57 $ 2.04 $ 1.93 $ 1.60 1 Rounding may impact summation of amounts. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II — Valuation and Qualifying Accounts | Schedule II — Valuation and Qualifying Accounts (In thousands) Additions Balance at Charged to Charged to Deductions Balance at Year ended December 31, 2023 Allowance for doubtful accounts $ 1,499 $ 21 $ — $ 396 2 $ 1,124 Allowance for revenue adjustments 1 1,630 — 5,091 5,639 3 1,082 Deferred tax valuation allowance 4,648 (4,253) — — 395 7,777 (4,232) 5,091 6,035 2,601 Year ended December 31, 2022 Allowance for doubtful accounts $ 1,707 $ (46) $ — $ 162 2 $ 1,499 Allowance for revenue adjustments 1 1,526 — 6,426 6,322 3 1,630 Deferred tax valuation allowance 4,625 23 — — 4,648 7,858 (23) 6,426 6,484 7,777 Year ended December 31, 2021 Allowance for doubtful accounts $ 1,246 $ 776 $ — $ 315 2 $ 1,707 Allowance for revenue adjustments 1 1,005 — 6,339 5,818 3 1,526 Deferred tax valuation allowance 395 4,230 — — 4,625 2,646 5,006 6,339 6,133 7,858 1 Represents an allowance for revenue adjustments resulting from future billing rate changes. 2 Represents uncollectible accounts written off, net of recoveries. 3 Represents adjustments to billed accounts receivable. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||||||||||
Net income | $ 101,744 | $ 9,288 | $ 19,951 | $ 36,368 | $ 42,942 | $ 52,133 | $ 55,430 | $ 42,686 | $ 167,351 | $ 193,191 | $ 105,859 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Operations and Summary of Sig_2
Operations and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Forward Air Corporation and its subsidiaries (the “Company ” ) is a leading asset-light freight and logistics company. The Company has two reportable segments: Expedited Freight and Intermodal. The Company conducts business in the United States, Canada, and Mexico. The Expedited Freight segment provides expedited regional, inter-regional and national less-than-truckload (“LTL ” ) and truckload services. Expedited Freight also offers customers local pick-up and delivery and other services including shipment consolidation and deconsolidation, warehousing, customs brokerage and other handling services. The Intermodal segment provides first- and last-mile high value intermodal container drayage services both to and from seaports and railheads. Intermodal also offers dedicated contract and container freight station (“CFS ” ) warehouse and handling services. |
Principles of Consolidation | The Company’s consolidated financial statements includes the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The Company holds interests in certain wholly-owned subsidiaries of Omni Newco, LLC (“Omni”) that are considered Variable Interest Entities (“VIEs”). VIEs are legal entities in which equity investors do not have sufficient equity at risk for the entity to independently finance its activities, or as a group, the holders of the equity investment at risk lack the power through voting or similar rights to direct the activities of the entity that most significantly impact its economic performance, or do not have the obligation to absorb the expected losses of the entity or the right to receive expected residual returns of the entity. Consolidation of a VIE is required if a reporting entity is the primary beneficiary of the VIE. Investments in these VIEs are evaluated to determine if the Company is the primary beneficiary. This evaluation gives appropriate consideration to the design of the entity and the variability that the entity was designed to create and pass along, the relative power of each party, and to the Company’s obligation to absorb losses or receive residual returns of the entity. The Company concluded that the VIEs should be consolidated because the Company has (i) the power to direct the activities that most significantly impact the economic performance of the VIE and (ii) the obligation to absorb losses and the right to receive benefits, which could potentially be significant. For changes in facts and circumstances, the Company re-assesses whether or not it is a primary beneficiary of a VIE. Refer to Note 3, Acquisitions, for additional disclosures regarding the Company’s VIEs. In December 2023, the Board of Directors (the “Board ”) of the Company approved a strategy to divest of the Final Mile business (“Final Mile ” ), and the sale of Final Mile was completed on December 20, 2023. Final Mile provided delivery and installation of heavy bulky appliances such as washing machines, dryers, dishwashers and refrigerators throughout the United States. As a result of the divestiture of the Final Mile business, the results of operations for Final Mile are presented as a discontinued operation in the Consolidated Statements of Comprehensive Income for all periods presented. In addition, assets and liabilities were reflected as “assets and liabilities held for sale ” in the Consolidated Balance Sheets for the prior period. Unless otherwise noted, amounts, percentages and discussion for all periods reflect the results of operations, financial condition and cash flows from the Company’s continuing operations. Refer to Note 2, Discontinued Operation and Held for Sale, |
Use of Estimates | The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles 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 expenses during the reporting period. Actual results could differ from those estimates. Certain prior period amounts have been reclassified to conform to the current period presentation. |
Cash and Cash Equivalents | The Company considers all investments with an original maturity of three months or less to be cash and cash equivalents. |
Restricted Cash and Cash Equivalents | Restricted cash equivalents and noncurrent restricted cash equivalents are related to the amounts held in escrow in connection with the financing of the acquisition of Omni. Amounts are restricted until the acquisition of Omni is closed. Refer to Note 3, Acquisitions |
Allowance for Doubtful Accounts and Revenue Adjustments | The Company has a broad range of customers, including freight forwarders, third-party logistics companies, passenger and cargo airlines, steamship lines, and retailers, located across a diverse geography. In circumstances in which the Company is aware of a specific customer’s inability to meet its financial obligations to the Company, the Company records a specific reserve in order to reduce the net recognized accounts receivable to the amount the Company reasonably believes will be collected. For all other customers, the Company recognizes a general reserve based on a percentage of revenue to ensure accounts receivables are properly recorded at the net amount expected to be collected. The Company sets the general reserve based on historical collection experience combined with forecasts about any expected changes to the collection experience. If circumstances change, expected recoverability of amounts due to the Company may change by a material amount. Accounts are written off after all means of collection, including legal action, have been exhausted. The Company records an allowance for revenue adjustments as result of future billing rate changes. Adjustments arise: (a) when small rate changes (“spot quotes”) are granted to customers that differ from the standard rates in the billing system; (b) when freight requires dimensionalization or is reweighed which results in a different rate; (3) when billing errors occur; and (4) when data entry errors occur. In 2023, average revenue adjustments per month were approximately $424 on average revenue per month of approximately $114,228 (0.4% of monthly revenue). The Company estimates an allowance for revenue adjustments based on historical experience, trends and current information. The average amount of revenue adjustments per month can vary in relation to the level of revenue or as a result of other factors. Both the average monthly revenue adjustments and the average lag assumptions are continually evaluated for appropriateness. |
Inventories | Inventories are valued at the lower of cost or net realizable value, using first-in, first-out method. Net realizable value is the estimated selling price in the ordinary course of business. Replacement parts are expensed when placed in service, while tires are capitalized and amortized over their estimated useful life. Expenses related to the utilization of inventories are recorded in “Other operating expenses” in the Consolidated Statements of Comprehensive Income. |
Property and Equipment | Property and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation is provided on a straight-line basis over the estimated useful lives of 30 to 40 years for building and improvements, three |
Cloud Computing Costs | The Company capitalizes the costs incurred during the implementation stage for cloud computing or hosting arrangements. Costs incurred in the preliminary project stage and post-implementation stage, which includes maintenance and training costs, are expensed as incurred. |
Goodwill, Intangible Assets and Other Long-Lived Assets | The Company tests goodwill for impairment, at the reporting unit level, annually and when events or circumstances indicate that fair value of a reporting unit may be below its carrying value. A reporting unit is an operating segment or one level below an operating segment, for example, a component. The Company’s reporting units are not its reportable segments. Goodwill is evaluated annually as of June 30 for impairment using a qualitative assessment or a quantitative one-step assessment. If the Company elects to perform a qualitative assessment and determines the fair value of its reporting units more likely than not exceed the carrying value of their net assets, no further evaluation is necessary. For reporting units where the Company performs a one-step quantitative assessment, the Company compares the estimated fair value of each reporting unit, which is determined based on a combination of an income approach using a discounted cash flow model, and a market approach, which considers comparable companies, to its respective carrying value of net assets, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying value of net assets, the goodwill is not considered impaired. If the carrying value of net assets is higher than the estimated fair value of the reporting unit, the impairment charge is the amount by which the carrying value exceeds the reporting unit’s estimated fair value. The Company reviews its long-lived assets, which include intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The evaluation for recoverability is performed at a level where independent cash flows may be attributed to either an asset or asset group. If the Company determines that the carrying amount of an asset or asset group is not recoverable based on the expected undiscounted future cash flows of the asset or asset group, an impairment loss is recorded equal to the excess of the carrying amounts over the estimated fair value of the long-lived assets. Estimates of future cash flows are based on various factors, including current operating results, expected market trends and competitive influences. The Company also evaluates the amortization periods assigned to its intangible assets to determine whether events or changes in circumstances warrant revised estimates of useful lives. Assets to be disposed of by sale are reported at the lower of the carrying amount or estimated fair value, less estimated costs to sell. |
Self-Insurance Loss Reserves | The Company’s licensed motor carrier contracts with independent contractor fleets, owner-operators and other third-party transportation capacity providers for most of the transportation services. The Company’s independent contractor fleet owners and owner-operators lease their equipment to the Company (“Leased Capacity Providers”) and own, operate and maintain their own tractors and employ their own drivers. Under U.S. Department of Transportation regulations, the Company is liable for bodily injury and property damage caused by the Leased Capacity Providers and employee drivers while they are operating equipment under the Company’s various motor carrier authorities. The potential liability associated with any accident can be severe and occurrences are unpredictable. Also, from time to time, when brokering freight, the Company may face claims for the “negligent selection” of outside, contracted carriers that are involved in accidents, and the Company maintains third-party liability insurance coverage with a $100 deductible per occurrence for its brokered services. Additionally, the Company maintains workers’ compensation insurance with a self-insured retention of $500 per occurrence. The Company provides for the estimated costs of vehicle liability and workers’ compensation claims both reported and for claims incurred but not reported. The amount of self-insurance loss reserves and loss adjustment expenses is determined based on an estimation process that uses information obtained from both Company-specific and industry data, as well as general economic information. The most significant assumptions used in the estimation process include determining the trend in loss costs, the expected consistency in the frequency and severity of claims incurred but not yet reported, changes in the timing of the reporting of losses from the loss date to the notification date, and the expected costs to settle unpaid claims. The Company estimates its self-insurance loss exposure by evaluating the merits and circumstances surrounding individual known claims and through actuarial analysis to determine an estimate of probable losses on claims incurred but not reported. T he Company accrues for the costs of the uninsured portion of pending claims, based on the nature and severity of individual claims and historical claims development trends. Estimating the number and severity of claims, as well as related judgment or settlement amounts is inherently difficult. Failure to establish sufficient insurance reserves and adequately estimate for future insurance claims may cause unfavorable differences between actual self-insurance costs and the reserve estimates. |
Revenue Recognition | Revenue is recognized when the Company satisfies the performance obligation by the delivery of a shipment in accordance with contractual agreements, bills of lading and general tariff provisions. The amount of revenue recognized is measured as the consideration the Company expects to receive in exchange for those services pursuant to a contract with a customer. A contract exists once the Company enters into a contractual agreement with a customer. The Company does not recognize revenue in cases where collectibility is not probable, and defers recognition until collection is probable or payment is received. The Company generates revenue from the delivery of a shipment and the completion of related services. Revenue for the delivery of a shipment is recorded over time to coincide with when customers simultaneously receive and consume the benefits of the delivery services. Accordingly, revenue billed to a customer for the transportation of freight are recognized over the transit period as the performance obligation to the customer is satisfied. The Company determines the transit period for a shipment based on the pick-up date and the delivery date, which may be estimated if delivery has not occurred as of a reporting period. The determination of the transit period and how much of it has been completed as of a given reporting date may require the Company to make judgments that impact the timing of revenue recognized. For delivery of shipments with a pick-up date in one reporting period and a delivery date in another reporting period, the Company recognizes revenue based on relative transit time in each reporting period. A portion of the total revenue to be billed to the customer after completion of a delivery is recognized in each reporting period based on the percentage of total transit time that has been completed at the end of the applicable reporting period. Upon delivery of a shipment or related service, customers are billed according to the applicable payment terms. Related services are a separate performance obligation and include accessorial charges such as terminal handling, storage, equipment rentals and customs brokerage. Revenue is classified based on the line of business as the Company believes that best depicts the nature, timing and amount of revenue and cash flows. For all lines of business, the Company records revenue on a gross basis as it is the principal in the transaction as the Company has discretion to determine the amount of consideration. Additionally, the Company has the discretion to select drivers and other vendors for the services provided to customers. These factors, discretion in the amount of consideration and the selection of drivers and other vendors, support revenue recognized on a gross basis. |
Leases | The Company accounts for leases under Accounting Standards Codification 842, Leases, (“ASC 842”), where lessees are required to record an asset (right-of-use asset or finance lease asset) and a lease liability. ASC 842 allows for two types of leases for recognition purposes: operating leases and finance leases. Operating leases result in the recognition of a single lease expense on a straight-line basis over the lease term, while finance leases result in an accelerated expense. The Company determines if an arrangement contains a lease at inception based on whether or not the Company has the right to control the asset during the contract period. All leases greater than 12 months result in the recognition of a right-of-use asset and liability at the lease commencement date based on the present value of the lease payments over the lease term. The present value of the lease payments is calculated using the applicable weighted-average discount rate. The weighted-average discount rate is based on the discount rate implicit in the lease, or if the implicit rate is not readily determinable from the lease, then the Company estimates an applicable incremental borrowing rate. The incremental borrowing rate is estimated based on the contractual lease term and the Company’s applicable borrowing rate. |
Business Combinations | Upon the acquisition of a business, the fair value of the assets acquired and liabilities assumed are estimated, which may require judgment regarding the identification of acquired assets and liabilities assumed. Once the acquired assets and assumed liabilities are identified, the fair value of the assets and liabilities are estimated using a variety of approaches that require significant judgments. For intangible assets, significant judgments include, but are not limited to, future cash flows, selection of discount rates, determination of terminal growth rates, and estimated useful life and pattern of use of the underlying intangible assets. For tangible assets, significant judgements include, but are not limited to, current market values, physical and functional obsolescence of the assets, and remaining useful lives. Consideration is typically paid in the form of cash paid upon closing while contingent consideration is paid upon the satisfaction of a future obligation. If contingent consideration is included as a component of the consideration, the Company values the consideration as of the acquisition date. |
Income Taxes | Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Refer to Note 7, Income Taxes |
Net Income (Loss) Per Common Share | Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during each period. Restricted shares have non-forfeitable rights to dividends and as a result, are considered participating securities for purposes of computing net income (loss) per common share pursuant to the two-class method. |
Share-Based Compensation | The Company grants awards under the stock incentive plans to certain employees of the Company. The awards include stock options, restricted shares and performance shares. The fair value of the stock options is estimated on the grant date using the Black-Scholes option pricing model, and share-based compensation expense is recognized on a straight-line basis over the three-year vesting period. The fair value of the restricted shares is the quoted market value of the Company’s common stock on the grant date, and the share-based compensation expense is recognized on a straight-line basis over the vesting period. For certain performance shares, the fair value is the quoted market value of the Company’s common stock on the grant date less the present value of the expected dividends not received during the relevant period. For these performance shares, the share-based compensation expense is recognized on a straight-line basis over the vesting period based on the projected assessment of the level of performance that will be achieved. The fair value of other performance shares that have a financial target of the Company’s total shareholder return as compared to the total shareholder return of a selected peer group, is estimated on the grant date using a Monte Carlo simulation model. The share-based compensation expense is recognized on a straight-line basis over the vesting period. All share-based compensation expense is recognized in salaries, wages and employee benefits in the Consolidated Statements of Comprehensive Income. |
Recent Accounting Pronouncements | The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on the financial condition or the results of operations of the Company. |
Operations and Summary of Sig_3
Operations and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | Property and equipment as of December 31, 2023 and 2022 consisted of the following: December 31, 2023 December 31, 2022 Land $ 26,479 $ 26,479 Buildings and improvements 94,277 94,277 Equipment 320,557 283,526 Leasehold improvements 24,386 16,779 Computer software 31,063 29,511 Construction in progress 11,518 13,902 Total property and equipment 508,280 464,474 Less accumulated depreciation and amortization 250,185 218,145 Total property and equipment, net $ 258,095 $ 246,329 |
Schedule of Goodwill | Changes in the carrying amount of goodwill during the years ended December 31, 2023, 2022 and 2021 are summarized as follows: Expedited Freight Intermodal Consolidated Balance as of December 31, 2021 $ 121,091 $ 97,464 $ 218,555 Acquisitions — 34,754 34,754 Acquisition adjustment — 4,678 4,678 Balance as of December 31, 2022 $ 121,091 $ 136,896 $ 257,987 Acquisition 20,629 — 20,629 Acquisition adjustment — 90 90 Balance as of December 31, 2023 $ 141,720 $ 136,986 $ 278,706 |
Schedule of Weighted-Average Useful Life of Acquired Intangible Assets | The acquired intangible assets have a weighted-average useful life as follows: Intangible Assets Weighted-Average Useful Life Customer relationships 14 years Non-compete agreements 5 years Trade names 4 years The estimated useful life of acquired intangible assets as of the acquisition date are summarized in the following table: Estimated Useful Lives Edgmon Land Air Customer relationships 9 years 15 years Non-compete agreements 5 years — |
Schedule of Finite-lived Intangible Assets Amortization Expense | Changes in the carrying amount of acquired intangible assets during 2023 and 2022 are summarized as follows: Gross Carrying Amount Customer Relationships 1 Non-Compete Agreements Trade Names Total Balance as of December 31, 2021 $ 202,176 $ 6,826 $ 1,500 $ 210,502 Acquisitions 21,655 272 — 21,927 Acquisition adjustment (5,162) (692) — (5,854) Balance as of December 31, 2022 $ 218,669 $ 6,406 $ 1,500 $ 226,575 Acquisition 35,200 — — 35,200 Acquisition adjustment 45 1 — 46 Balance as of December 31, 2023 $ 253,914 $ 6,407 $ 1,500 $ 261,821 Accumulated Amortization Customer Relationships Non-Compete Agreements Trade Names Total Balance as of December 31, 2021 $ 91,713 $ 5,567 $ 1,500 $ 98,780 Amortization expense 11,891 322 — 12,213 Balance as of December 31, 2022 $ 103,604 $ 5,889 $ 1,500 $ 110,993 Amortization expense 15,389 650 — 16,039 Balance as of December 31, 2023 $ 118,993 $ 6,539 $ 1,500 $ 127,032 1 |
Schedule of Accrued Expenses | Accrued expenses as of December 31, 2023 and 2022 consisted of the following: December 31, 2023 December 31, 2022 Accrued payroll and related items $ 15,267 $ 21,919 Insurance and claims accruals 19,566 19,167 Payables to Leased Capacity Providers 10,663 8,832 Accrued interest payable 1 17,452 — Accrued expenses $ 62,948 $ 49,918 ¹ Amounts held in escrow by the VIEs. |
Schedule of Other Current Liabilities | Other current liabilities as of December 31, 2023 and 2022 consisted of the following: December 31, 2023 December 31, 2022 Income taxes payable $ 31,190 $ — Accrued legal and professional fees 34,721 1,294 Other 5,816 2,650 Other current liabilities $ 71,727 $ 3,944 |
Schedule of Self-Insurance Loss Reserves | Below is a summary of the Company’s risk retention on vehicle liability insurance coverage maintained by the Company through $10,000 (in thousands): Company Frequency Layer Policy Term Expedited Freight LTL business $ 5,000 Occurrence/Accident¹ $0 to $5,000 10/1/2023 to 10/1/2024 Truckload business $ 5,000 Occurrence/Accident¹ $0 to $5,000 10/1/2023 to 10/1/2024 LTL, Truckload and Intermodal businesses $ 5,000 Policy Term Aggregate² $5,000 to $10,000 10/1/2023 to 10/1/2024 Intermodal $ 1,000 Occurrence/Accident¹ $0 to $1,000 10/1/2023 to 10/1/2024 ¹ For each and every accident/incident, the Company is responsible for damages and defense up to these amounts, regardless of the number of claims associated with any accident/incident. ² During the Policy Term, the Company is responsible for damages and defense within the stated Layer up to the stated, aggregate amount of Company Risk Retention before insurance will contribute. |
Schedule of Net Income (Loss) per Share | A reconciliation of net income attributable to Forward Air and weighted-average common shares outstanding for purposes of calculating basic and diluted net income (loss) per share during the years ended December 31, 2023, 2022 and 2021 is as follows: 2023 2022 2021 Numerator: Net income and comprehensive income from continuing operations $ 42,803 $ 179,414 $ 106,879 Net income and comprehensive income from discontinued operations 124,548 13,777 (1,020) Net income attributable to Forward Air $ 167,351 $ 193,191 $ 105,859 Income allocated to participating securities from continuing operations (220) (993) (737) Income allocated to participating securities from discontinued operations (639) (77) — Income allocated to participating securities (859) (1,070) (737) Numerator for basic and diluted net income per share for continuing operations $ 42,583 $ 178,421 $ 106,142 Numerator for basic and diluted net (loss) income per share for discontinued operations $ 123,909 $ 13,700 $ (1,020) Denominator: Denominator for basic net income per share - weighted-average number of common shares outstanding 25,913 26,783 27,155 Dilutive stock options and performance share awards 90 143 137 Denominator for diluted net income per share - weighted-average number of common shares and common share equivalents outstanding 26,003 26,926 27,292 Basic net income (loss) per share: Continuing operations $ 1.64 $ 6.66 $ 3.91 Discontinued operations 4.78 0.51 (0.04) Net income per basic share $ 6.42 $ 7.17 $ 3.87 Diluted net income (loss) per share: Continuing operations $ 1.64 $ 6.63 $ 3.89 Discontinued operations 4.77 0.51 (0.04) Net income per diluted share 1 $ 6.40 $ 7.14 $ 3.85 1 Rounding may impact summation of amounts. |
Schedule of Anti-Dilutive Shares Not Included in Calculation of Net Income per Diluted Share | The number of shares that were not included in the calculation of net income (loss) per diluted share because to do so would have been anti-dilutive for the years ended December 31, 2023, 2022 and 2021 are as follows: 2023 2022 2021 Anti-dilutive stock options 112 57 — Anti-dilutive performance shares 18 13 — Anti-dilutive restricted shares and deferred stock units 67 2 — Total anti-dilutive shares 197 72 — |
Discontinued Operations and H_2
Discontinued Operations and Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Held for Sale and Discontinued Operations Financial Information | A summary of the carrying amounts of major classes of assets and liabilities, which are included in assets and liabilities held for sale in the Consolidated Balance Sheets, is as follows: December 31, 2022 Assets Current assets: Accounts receivable, less allowance of $29 in 2022 $ 32,799 Prepaid expenses 5 Other current assets 2,138 Total current assets held for sale $ 34,942 Property and equipment, net of accumulated depreciation and amortization of $2,524 $ 2,751 Operating lease right-of-use assets 10,768 Goodwill 48,197 Other acquired intangibles, net of accumulated amortization of $12,332 in 2022 39,219 Other assets 92 Total noncurrent assets held for sale $ 101,027 Liabilities Current liabilities: Accounts payable $ 4,507 Accrued expenses 4,373 Other current liabilities 13 Current portion of debt and finance lease obligations 128 Current portion of operating lease liabilities 4,840 Total current liabilities held for sale $ 13,861 Finance lease obligations, less current portion $ 133 Operating lease liabilities, less current portion 5,962 Total noncurrent liabilities held for sale $ 6,095 A summary of the results of operations classified as a discontinued operations, net of tax, in the Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021 is as follows: Year Ended December 31, 2023 December 31, 2022 December 31, 2021 Operating revenue $ 273,873 $ 293,769 $ 292,976 Operating expenses: Purchased transportation 158,233 176,137 171,035 Salaries, wages and employee benefits 51,304 45,211 49,101 Operating leases 12,325 11,804 13,685 Depreciation and amortization 5,212 4,834 4,586 Insurance and claims 2,586 2,281 3,706 Fuel expense 305 627 1,057 Other operating expenses 36,842 34,490 37,946 Impairment charge — — 6,967 Total operating expenses 266,807 275,384 288,083 Income from discontinued operations 7,066 18,385 4,893 Gain (loss) on sale of business 155,829 — (2,860) Income from discontinued operations before income taxes 162,895 18,385 2,033 Income tax expense 38,347 4,608 3,053 Income (loss) from discontinued operations, net of tax $ 124,548 $ 13,777 $ (1,020) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase Price Allocation | Assets acquired and liabilities assumed as of the acquisition date are presented in the following table: Edgmon Land Air May 31, 2022 January 31, 2023 Tangible assets: Accounts receivable $ 4,963 $ — Property and equipment 613 738 Total tangible assets 5,576 738 Intangible assets: Customer relationships 13,051 35,200 Non-compete agreements 172 — Goodwill 22,195 20,629 Total intangible assets 35,418 55,829 Total assets acquired 40,994 56,567 Liabilities assumed: Current liabilities 1 — Total liabilities assumed 1 — Net assets acquired $ 40,993 $ 56,567 |
Schedule of Weighted-Average Useful Life of Acquired Intangible Assets | The acquired intangible assets have a weighted-average useful life as follows: Intangible Assets Weighted-Average Useful Life Customer relationships 14 years Non-compete agreements 5 years Trade names 4 years The estimated useful life of acquired intangible assets as of the acquisition date are summarized in the following table: Estimated Useful Lives Edgmon Land Air Customer relationships 9 years 15 years Non-compete agreements 5 years — |
Indebtedness (Tables)
Indebtedness (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consisted of the following as of December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Credit facility, expires 2026 $ — $ 108,500 Debt issuance costs — (418) — 108,082 Less: Current portion of long-term debt — (1,494) Total long-term debt, less current portion $ — $ 106,588 |
Stock Incentive Plan (Tables)
Stock Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Disclosure of Share-based Compensation Arrangements | The Company recorded share-based compensation expense as follows for the years ended December 31, 2023, 2022 and 2021: Year Ended December 31, December 31, December 31, Salaries, wages and employee benefits - continuing operations $ 10,090 $ 9,196 $ 8,720 Salaries, wages and employee benefits - discontinued operation 504 706 404 Total share-based compensation expense $ 10,594 $ 9,902 $ 9,124 |
Schedule of Weighted Average Assumptions | The weighted average grant-date fair value of the stock option awards granted under the Omnibus Plan and the weighted average assumptions under the Black-Scholes option-pricing model were as follows for the years ended December 31, 2023, 2022 and 2021. December 31, 2023 December 31, 2022 December 31, 2021 Weighted average grant-date fair value $ 39.75 $ 28.91 $ 18.36 Weighted average assumptions under Black-Scholes option model: Expected dividend yield 0.8 % 0.9 % 1.1 % Expected stock price volatility 32.5 % 28.7 % 28.9 % Risk-free interest rate 3.8 % 1.9 % 0.6 % Expected life of awards (years) 5.6 5.6 5.8 |
Schedule of Stock Option Activity | Stock option transactions during the year ended December 31, 2023 on a continuing operations basis were as follows: Number of Shares Weighted Average Exercise Price Outstanding as of January 1 376 $ 66.13 Granted 54 115.42 Exercised — — Forfeited or Canceled (60) 44.97 Outstanding as of December 31 370 $ 76.83 The following table sets forth the exercise price range, number of shares, weighted average exercise price and remaining contractual lives by groups of similar price on a continuing operations basis as of December 31, 2023: Stock Options Outstanding Stock Options Exercisable Range of Exercise Prices Number of Shares Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Exercisable as of December 31, 2023 Weighted Average Exercise Price $ 47.82 - $ 59.89 83 0.5 $ 52.01 83 $ 52.01 $ 64.26 - $ 75.05 175 2.5 67.02 162 66.37 100.93 - 115.42 112 5.6 110.64 19 106.11 370 $ 76.83 264 $ 64.74 Stock option transactions during the year ended December 31, 2023 on a discontinued operation basis were as follows: Number of Shares Weighted Average Exercise Price Outstanding as of January 1 — $ — Granted 1 115.42 Exercised — — Forfeited or Canceled (1) 115.42 Outstanding as of December 31 — $ — |
Schedule of Restricted Share Activity | Restricted share transactions on a continuing operations basis for the year ended December 31, 2023 were as follows: Number of Shares Weighted Average Grant Date Fair Value Outstanding as of January 1 138 $ 87.81 Granted 74 114.46 Vested (70) 81.32 Forfeited (9) 104.68 Outstanding as of December 31 133 $ 104.87 Restricted share transactions on a discontinued operation basis for the year ended December 31, 2023 were as follows: Number of Shares Weighted Average Grant Date Fair Value Outstanding as of January 1 13 $ 87.96 Granted 5 115.42 Vested (6) 82.07 Forfeited (12) 103.38 Outstanding as of December 31 — $ — Director restricted share transactions for the year ended December 31, 2023 were a s follows: Number of Shares Weighted Average Grant Date Fair Value Outstanding as of January 1 15 $ 93.70 Granted 15 96.10 Vested (15) 93.70 Forfeited (1) 96.10 Outstanding as of December 31 14 $ 96.10 Year Ended December 31, 2023 December 31, 2022 December 31, 2021 Share-based compensation expense for restricted shares $ 1,329 $ 1,387 $ 1,436 Excess tax benefit for the vesting of restricted shares $ 40 $ 12 $ 342 |
Schedule of Nonvested Performance-based Units Activity | The weighted average grant-date fair value of performance awards granted under the Omnibus Plan and the weighted average assumptions under the Monte Carlo simulation model were as follows for the years ended December 31, 2023, 2022 and 2021: Year Ended December 31, 2023 December 31, 2022 December 31, 2021 Weighted average grant-date fair value $ 120.27 $ 127.29 $ 87.33 Weighted average assumptions under the Monte Carlo simulation model: Expected stock price volatility 37.8 % 35.5 % 34.5 % Weighted average risk-free interest rate 4.2 % 1.6 % 0.2 % |
Schedule of Performance Award Transactions | Performance award transactions for the year ended December 31, 2023 on a continuing operations basis were as follows assuming target levels of performance: Number of Shares Weighted Average Grant Date Fair Value Outstanding as of January 1 70 $ 87.74 Granted 18 120.27 Additional shares awarded based on actual performance level achieved 4 68.75 Earned (31) 69.10 Forfeited or unearned — — Outstanding as of December 31 61 $ 105.88 |
Schedule of Employee Stock Purchase Plan | Employee stock purchase plan activity and related information was as follows on a continuing operations basis: Year Ended December 31, 2023 December 31, 2022 December 31, 2021 Shares purchased by participants under the ESPP 10 8 11 Average purchase price $ 69.81 $ 82.48 $ 75.71 Weighted average fair value of each purchase under the ESPP granted 1 $ 7.76 $ 9.17 $ 30.68 Share-based compensation expense for ESPP $ 76 $ 78 $ 344 1 Equal to the discount from the market value of the common stock at the end of each six month purchase period Employee stock purchase plan activity and related information was as follows on a discontinued operation basis: Year Ended December 31, 2023 December 31, 2022 December 31, 2021 Shares purchased by participants under the ESPP 1 1 1 Average purchase price $ 69.81 $ 82.48 $ 75.71 Weighted average fair value of each purchase under the ESPP granted 1 $ 7.76 $ 9.17 $ 30.68 Share-based compensation expense for ESPP $ 13 $ 9 $ 25 1 Equal to the discount from the market value of the common stock at the end of each six month purchase period |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes by location of the taxing jurisdiction for the years ended December 31, 2023, 2022 and 2021 consisted of the following: 2023 2022 2021 Current: Federal $ 18,444 $ 43,327 $ 27,201 State 4,285 12,026 7,186 22,729 55,353 34,387 Deferred: Federal (6,268) 6,317 209 State (2,625) 1,369 1,212 (8,893) 7,686 1,421 $ 13,836 $ 63,039 $ 35,808 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income taxes computed at the U.S. federal statutory income tax r ate (21.0% for 2023, 2022 and 2021) to the provision for income taxes reflected in the Company’s Consolidated Statements of Co mprehensive Income for the years ended December 31, 2023, 2022 and 2021 is as follows: 2023 2022 2021 Tax expense at the statutory rate $ 11,894 $ 50,915 $ 29,964 State income taxes, net of federal income tax benefit 1,561 10,189 6,910 Share-based compensation (537) (840) (933) Other permanent differences (36) (30) 31 Non-deductible compensation 1,190 1,435 293 Change in income tax contingency reserves — — (260) Federal income tax credits (34) (107) (76) Other (202) 1,477 (121) $ 13,836 $ 63,039 $ 35,808 |
Schedule of Significant Components of Deferred Tax Assets and Liabilities | The significant components of the deferred tax assets and liabilities at December 31, 2023 and 2022 were as follows: December 31, December 31, Deferred tax assets: Accrued expenses $ 12,006 $ 13,743 Allowance for doubtful accounts 565 822 Operating lease liabilities 29,658 37,599 Due diligence and transaction costs 13,953 — Share-based compensation 4,995 4,458 Accruals for income tax contingencies 129 141 Capital loss carryforwards — 4,253 Net operating loss carryforwards 634 645 Total gross deferred tax assets 61,940 61,661 Valuation allowance (395) (4,648) Total net deferred tax assets 61,545 57,013 Deferred tax liabilities: Tax over book depreciation 33,373 32,888 Prepaid expenses 10,807 6,600 Operating lease right-of-use assets 28,559 36,600 Goodwill 23,744 23,681 Intangible assets 7,262 8,337 Total deferred tax liabilities 103,745 108,106 Net deferred tax liabilities $ (42,200) $ (51,093) |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits as of and during the years ended December 31, 2023 and 2022 is as follows: Balance at December 31, 2021 $ 241 Reductions for settlement with state taxing authorities (66) Additions for tax positions of current year 23 Balance at December 31, 2022 198 Reductions for settlement with state taxing authorities (66) Additions for tax positions of current year 21 Balance at December 31, 2023 $ 153 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease Assets and Liabilities | Total lease assets and liabilities as of December 31, 2023 and 2022 were as follows: Lease Assets Classification December 31, 2023 December 31, 2022 Operating lease right-of-use assets Operating lease right-of-use assets $ 111,552 $ 131,097 Finance lease assets Property and equipment, net 1 38,015 22,957 Total leased assets $ 149,567 $ 154,054 Lease Liabilities Classification December 31, 2023 December 31, 2022 Current: Operating Current portion of operating lease liabilities $ 44,344 $ 42,266 Finance Current portion of debt and finance lease obligations 12,645 7,820 Noncurrent: Operating Operating lease liabilities, less current portion 71,598 92,903 Finance Finance lease obligations, less current portion 26,736 15,711 Total leased liabilities $ 155,323 $ 158,700 1 Finance lease assets are recorded net of accumulated depreciation of $22,051 and $10,949 as of December 31, 2023 and 2022, respectively. |
Schedule of Lease Costs | Total lease cost for 2023 and 2022 was as follows: Year Ended Classification December 31, December 31, Operating lease cost Operating leases $ 54,604 $ 52,891 Short-term lease cost Operating leases 13,672 20,329 Variable lease cost Purchased transportation, operating leases and other operating expenses 428,385 456,093 Sublease income Operating revenue (2,991) (2,762) Finance lease cost: Amortization of leased assets Depreciation and amortization 11,102 6,114 Interest on leased liabilities Interest expense, net 1,395 563 Total lease cost $ 506,167 $ 533,228 The following table summarizes the weighted-average remaining lease term and weighted average discount rate: December 31, 2023 December 31, 2022 Weighted average remaining lease term (in years): Operating leases 3.0 3.6 Finance leases 3.6 3.6 Weighted average discount rate: Operating leases 3.4 % 3.0 % Finance leases 5.5 % 4.2 % The following table summarizes the supplemental cash flow information for 2023 and 2022: Year Ended December 31, 2023 December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 54,462 $ 51,780 Operating cash flows from finance leases 1,395 563 Financing cash flows from finance leases 11,074 6,108 Right-of-use assets obtained in exchange for operating lease liabilities $ 29,884 $ 47,721 Leased assets obtained in exchange for finance lease obligations 25,217 14,422 |
Schedule of Aggregate Future Minimum Lease Payments Under Noncancelable Operating Leases | Future minimum lease payments under noncancelable operating and finance leases with remaining terms greater than one year as of December 31, 2023 were as follows: Operating Leases Finance Leases 2024 $ 49,036 $ 14,455 2025 34,347 11,190 2026 23,186 9,012 2027 12,386 6,777 2028 5,854 2,123 Thereafter 6,660 192 Total minimum lease payments 131,469 43,749 Less: imputed interest (15,527) (4,368) Present value of future minimum lease payments 115,942 39,381 Less: current portion of lease obligations (44,344) (12,645) Long-term lease obligations $ 71,598 $ 26,736 |
Schedule of Aggregate Future Minimum Lease Payments Under Noncancelable Finance Leases | Future minimum lease payments under noncancelable operating and finance leases with remaining terms greater than one year as of December 31, 2023 were as follows: Operating Leases Finance Leases 2024 $ 49,036 $ 14,455 2025 34,347 11,190 2026 23,186 9,012 2027 12,386 6,777 2028 5,854 2,123 Thereafter 6,660 192 Total minimum lease payments 131,469 43,749 Less: imputed interest (15,527) (4,368) Present value of future minimum lease payments 115,942 39,381 Less: current portion of lease obligations (44,344) (12,645) Long-term lease obligations $ 71,598 $ 26,736 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Other Commitments | Below is a summary of the Company’s risk retention on vehicle liability insurance coverage maintained by the Company up to $10,000 (in thousands): Company Frequency Layer Policy Term Expedited Freight LTL business $ 5,000 Occurrence/Accident¹ $0 to $5,000 10/1/2023 to 10/1/2024 Truckload business $ 5,000 Occurrence/Accident¹ $0 to $5,000 10/1/2023 to 10/1/2024 LTL, Truckload and Intermodal businesses $ 5,000 Policy Term Aggregate² $5,000 to $10,000 10/1/2023 to 10/1/2024 Intermodal $ 1,000 Occurrence/Accident¹ $0 to $1,000 10/1/2023 to 10/1/2024 ¹ For each and every accident/incident, the Company is responsible for damages and defense up to these amounts, regardless of the number of claims associated with any accident/incident. ² During the Policy Term, the Company is responsible for damages and defense within the stated Layer up to the stated, aggregate amount of Company Risk Retention before insurance will contribute. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements, Nonrecurring | The losses on assets measured at fair value on a nonrecurring, discontinued operation basis are summarized below: 2023 2022 2021 Earn-out asset impairment charge 1 $ — $ — $ 6,967 1 See Note 2, Discontinued Operations and Held for Sale . |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Segment results from operations for the years ended December 31, 2023, 2022 and 2021 were as follows: Year Ended December 31, 2023 Expedited Freight Intermodal Corporate Eliminations Consolidated - Continuing Operations External revenues $ 1,096,484 $ 273,925 $ — $ — $ 1,370,409 Intersegment revenues 474 118 — (266) 326 Depreciation 31,626 9,740 — — 41,366 Amortization 5,788 10,251 — — 16,039 Income (loss) from continuing operations 116,040 25,327 (53,157) — 88,210 Purchases of property and equipment 29,928 797 — — 30,725 Year Ended December 31, 2022 Expedited Freight Intermodal Corporate Eliminations Consolidated - Continuing Operations External revenues $ 1,260,414 $ 419,698 $ — $ — $ 1,680,112 Intersegment revenues (293) 20 — (205) (478) Depreciation 23,597 6,641 101 — 30,339 Amortization 3,461 8,752 — — 12,213 Income (loss) from continuing operations 192,583 56,874 (1,866) — 247,591 Purchases of property and equipment 37,984 1,270 — — 39,254 Year Ended December 31, 2021 Expedited Freight Intermodal Corporate Eliminations Consolidated - Continuing Operations External revenues $ 1,098,847 $ 289,171 $ — $ — $ 1,388,018 Intersegment revenues 223 43 — (1,057) (791) Depreciation 20,826 3,538 63 — 24,427 Amortization 3,430 7,109 — — 10,539 Income (loss) from continuing operations 127,045 30,117 (10,137) — 147,025 Purchases of property and equipment 35,630 2,745 — — 38,375 Total Assets As of December 31, 2023 $ 661,270 $ 270,421 $ 2,047,901 $ (59) $ 2,979,533 As of December 31, 2022 547,417 322,001 202,756 (67) 1,072,107 A reconciliation from the segment information to the consolidated balances for revenues and total assets is set forth below: Year Ended December 31, December 31, December 31, Intersegment revenues - continuing operations $ 326 $ (478) $ (791) Intersegment revenues - discontinued operations (326) 478 791 Consolidated intersegment revenues $ — $ — $ — December 31, December 31, Segment assets - continuing operations $ 2,979,533 $ 1,072,107 Current assets held for sale — 34,942 Noncurrent assets held for sale — 101,027 Consolidated total assets $ 2,979,533 $ 1,208,076 Revenue from the individual services within the Expedited Freight segment for the years ended December 31, 2023, 2022 and 2021 were as follows: Year Ended December 31, 2023 December 31, 2022 December 31, 2021 Expedited Freight revenues: Network $ 845,949 $ 947,817 $ 805,015 Truckload 159,513 221,979 223,026 Other 91,496 90,325 71,029 Total $ 1,096,958 $ 1,260,121 $ 1,099,070 |
Quarterly Results of Operatio_2
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following is a summary of the quarterly results of operations for the years ended December 31, 2023 and 2022: 2023 March 31 June 30 September 30 December 31 Operating revenue $ 357,709 $ 333,622 $ 340,976 $ 338,428 Net income (loss) from continuing operations $ 33,904 $ 17,127 $ 6,493 $ (14,721) Income from discontinued operations, net of tax 2,464 2,824 2,795 116,465 Net income and comprehensive income $ 36,368 $ 19,951 $ 9,288 $ 101,744 Basic net income (loss) per share: Continuing operations $ 1.28 $ 0.66 $ 0.25 $ (0.58) Discontinued operations 0.09 0.11 0.11 4.51 Net income per share 1 $ 1.37 $ 0.76 $ 0.36 $ 3.94 Diluted net income (loss) per share: Continuing operations $ 1.27 $ 0.65 $ 0.25 $ (0.58) Discontinued operations 0.09 0.11 0.11 4.51 Net income per share 1 $ 1.37 $ 0.76 $ 0.36 $ 3.93 2022 March 31 June 30 September 30 December 31 Operating revenue $ 401,203 $ 442,191 $ 433,201 $ 403,039 Net income from continuing operations $ 40,463 $ 51,434 $ 48,508 $ 39,009 Income from discontinued operations, net of tax 2,223 3,996 3,625 3,933 Net income and comprehensive income $ 42,686 $ 55,430 $ 52,133 $ 42,942 Basic net income per share: Continuing operations $ 1.49 $ 1.90 $ 1.80 $ 1.46 Discontinued operations 0.08 0.15 0.13 0.15 Net income per share 1 $ 1.57 $ 2.05 $ 1.94 $ 1.61 Diluted net income per share: Continuing operations $ 1.48 $ 1.89 $ 1.80 $ 1.45 Discontinued operations 0.08 0.15 0.13 0.15 Net income per share 1 $ 1.57 $ 2.04 $ 1.93 $ 1.60 1 Rounding may impact summation of amounts. |
Operations and Summary of Sig_4
Operations and Summary of Significant Accounting Policies - Narrative (Details) | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||
Number of reportable segments | segment | 2 | |||||
Cash | $ 111,969,000 | $ 30,743,000 | ||||
Cash equivalents | 10,000,000 | 15,079,000 | ||||
Average monthly revenue adjustments | 424,000 | |||||
Average monthly revenue | $ 114,228,000 | |||||
Average monthly revenue adjustments as a percentage of monthly revenue | 0.40% | |||||
Property and Equipment | ||||||
Capitalized computer software, net | $ 7,361,000 | 8,737,000 | ||||
Capitalized computer software, amortization | 2,909,000 | 2,558,000 | $ 2,394,000 | |||
Long-lived asset impairment | $ 0 | $ 0 | $ 0 | |||
Goodwill impairment | $ 0 | $ 0 | $ 0 | |||
Goodwill accumulated impairment | 25,686,000 | |||||
Goodwill tax deductible | 247,760,000 | |||||
Amortization | 16,039,000 | 12,213,000 | 10,539,000 | |||
Intangible assets, estimated future amortization | ||||||
2024 | 16,053,000 | |||||
2025 | 16,052,000 | |||||
2026 | 16,030,000 | |||||
2027 | 15,958,000 | |||||
2028 | 15,701,000 | |||||
Liability insurance coverage | 100,000 | |||||
Self-insurance retention workers' compensation | 500,000 | |||||
Self insurance reserve | 66,374,000 | 67,860,000 | ||||
Insurance and claims accruals | 19,566,000 | 19,167,000 | ||||
Self insurance reserve, noncurrent | 46,808,000 | 48,693,000 | ||||
Insurance settlements receivable | $ 26,712,000 | 29,087,000 | ||||
Share-based awards, vesting period (in years) | 3 years | |||||
Other operating expenses | $ 0 | $ 0 | $ 434,000 | |||
Employee Stock Option | ||||||
Intangible assets, estimated future amortization | ||||||
Share-based awards, vesting period (in years) | 3 years | |||||
Computer software | ||||||
Property and Equipment | ||||||
Property and equipment, useful life (in years) | 5 years | |||||
Minimum | ||||||
Property and Equipment | ||||||
Capitalized computer software, amortization period (in years) | 3 years | |||||
Estimated useful life (in years) | 20 years | |||||
Minimum | Buildings and improvements | ||||||
Property and Equipment | ||||||
Property and equipment, useful life (in years) | 30 years | |||||
Minimum | Equipment | ||||||
Property and Equipment | ||||||
Property and equipment, useful life (in years) | 3 years | |||||
Maximum | ||||||
Property and Equipment | ||||||
Capitalized computer software, amortization period (in years) | 5 years | |||||
Estimated useful life (in years) | 1 year | |||||
Maximum | Aggregate deductible for claims between $5,000 and $10,000 | ||||||
Intangible assets, estimated future amortization | ||||||
Layer | $ 10,000,000 | |||||
Maximum | Buildings and improvements | ||||||
Property and Equipment | ||||||
Property and equipment, useful life (in years) | 40 years | |||||
Maximum | Equipment | ||||||
Property and Equipment | ||||||
Property and equipment, useful life (in years) | 10 years |
Operations and Summary of Sig_5
Operations and Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 508,280 | $ 464,474 |
Less accumulated depreciation and amortization | 250,185 | 218,145 |
Total property and equipment, net | 258,095 | 246,329 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 26,479 | 26,479 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 94,277 | 94,277 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 320,557 | 283,526 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 24,386 | 16,779 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 31,063 | 29,511 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 11,518 | $ 13,902 |
Operations and Summary of Sig_6
Operations and Summary of Significant Accounting Policies - Goodwill Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Balance, beginning of period | $ 257,987 | $ 218,555 |
Acquisition | 20,629 | 34,754 |
Acquisition adjustment | 90 | 4,678 |
Balance, ending of period | 278,706 | 257,987 |
Expedited Freight | ||
Goodwill [Roll Forward] | ||
Balance, beginning of period | 121,091 | 121,091 |
Acquisition | 20,629 | 0 |
Acquisition adjustment | 0 | 0 |
Balance, ending of period | 141,720 | 121,091 |
Intermodal | ||
Goodwill [Roll Forward] | ||
Balance, beginning of period | 136,896 | 97,464 |
Acquisition | 0 | 34,754 |
Acquisition adjustment | 90 | 4,678 |
Balance, ending of period | $ 136,986 | $ 136,896 |
Operations and Summary of Sig_7
Operations and Summary of Significant Accounting Policies - Weighted-Average Useful Life of Acquired Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Customer relationships | |
Business Acquisition [Line Items] | |
Weighted-Average Useful Life | 14 years |
Non-compete agreements | |
Business Acquisition [Line Items] | |
Weighted-Average Useful Life | 5 years |
Trade Names | |
Business Acquisition [Line Items] | |
Weighted-Average Useful Life | 4 years |
Operations and Summary of Sig_8
Operations and Summary of Significant Accounting Policies - Finite-lived Intangible Assets Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning balance, gross carrying amount | $ 226,575 | $ 210,502 | |
Beginning balance, accumulated amortization | 110,993 | 98,780 | |
Acquisition | 35,200 | 21,927 | |
Acquisition adjustment | 46 | (5,854) | |
Amortization expense | 16,039 | 12,213 | $ 10,539 |
Ending balance, gross carrying amount | 261,821 | 226,575 | 210,502 |
Ending balance, accumulated amortization | 127,032 | 110,993 | 98,780 |
Customer Relationships | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning balance, gross carrying amount | 218,669 | 202,176 | |
Beginning balance, accumulated amortization | 103,604 | 91,713 | |
Acquisition | 35,200 | 21,655 | |
Acquisition adjustment | 45 | (5,162) | |
Amortization expense | 15,389 | 11,891 | |
Ending balance, gross carrying amount | 253,914 | 218,669 | 202,176 |
Ending balance, accumulated amortization | 118,993 | 103,604 | 91,713 |
Accumulated impairment | 16,501 | 16,501 | 16,501 |
Non-Compete Agreements | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning balance, gross carrying amount | 6,406 | 6,826 | |
Beginning balance, accumulated amortization | 5,889 | 5,567 | |
Acquisition | 0 | 272 | |
Acquisition adjustment | 1 | (692) | |
Amortization expense | 650 | 322 | |
Ending balance, gross carrying amount | 6,407 | 6,406 | 6,826 |
Ending balance, accumulated amortization | 6,539 | 5,889 | 5,567 |
Trade Names | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Beginning balance, gross carrying amount | 1,500 | 1,500 | |
Beginning balance, accumulated amortization | 1,500 | 1,500 | |
Acquisition | 0 | 0 | |
Acquisition adjustment | 0 | 0 | |
Amortization expense | 0 | 0 | |
Ending balance, gross carrying amount | 1,500 | 1,500 | 1,500 |
Ending balance, accumulated amortization | $ 1,500 | $ 1,500 | $ 1,500 |
Operations and Summary of Sig_9
Operations and Summary of Significant Accounting Policies - Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Accrued payroll and related items | $ 15,267 | $ 21,919 |
Insurance and claims accruals | 19,566 | 19,167 |
Payables to Leased Capacity Providers | 10,663 | 8,832 |
Accrued Interest Payable | 17,452 | 0 |
Accrued expenses | $ 62,948 | $ 49,918 |
Operations and Summary of Si_10
Operations and Summary of Significant Accounting Policies - Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Income taxes payable | $ 31,190 | $ 0 |
Accrued legal and professional fees | 34,721 | 1,294 |
Other | 5,816 | 2,650 |
Other current liabilities | $ 71,727 | $ 3,944 |
Operations and Summary of Si_11
Operations and Summary of Significant Accounting Policies - Self-Insurance Reserve (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Aggregate Deductible For Claims Between $0 And $5,000 | Expedited Freight | |
Effects of Reinsurance [Line Items] | |
Company Risk Retention | $ 5,000 |
Aggregate Deductible For Claims Between $0 And $5,000 | Expedited Freight | Minimum | |
Effects of Reinsurance [Line Items] | |
Layer | 0 |
Aggregate Deductible For Claims Between $0 And $5,000 | Expedited Freight | Maximum | |
Effects of Reinsurance [Line Items] | |
Layer | 5,000 |
Aggregate Deductible For Claims Between $5,000 And $10,000 | Expedited Freight | |
Effects of Reinsurance [Line Items] | |
Company Risk Retention | 5,000 |
Aggregate Deductible For Claims Between $5,000 And $10,000 | Expedited Freight | Minimum | |
Effects of Reinsurance [Line Items] | |
Layer | 5,000 |
Aggregate Deductible For Claims Between $5,000 And $10,000 | Expedited Freight | Maximum | |
Effects of Reinsurance [Line Items] | |
Layer | 10,000 |
Aggregate deductible for claims between $0 and $1,000 | Intermodal | |
Effects of Reinsurance [Line Items] | |
Company Risk Retention | 1,000 |
Aggregate deductible for claims between $0 and $1,000 | Intermodal | Minimum | |
Effects of Reinsurance [Line Items] | |
Layer | 0 |
Aggregate deductible for claims between $0 and $1,000 | Intermodal | Maximum | |
Effects of Reinsurance [Line Items] | |
Layer | $ 1,000 |
Operations and Summary of Si_12
Operations and Summary of Significant Accounting Policies - Net Income per Share and Anti-dilutive Shares (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Numerator: | ||||||||||||||
Net income and comprehensive income from continuing operations | $ (14,721) | $ 6,493 | $ 17,127 | $ 33,904 | $ 39,009 | $ 48,508 | $ 51,434 | $ 40,463 | $ 42,803 | $ 179,414 | $ 106,879 | |||
Net income and comprehensive income from discontinued operations | 116,465 | 2,795 | 2,824 | 2,464 | 3,933 | 3,625 | 3,996 | 2,223 | 124,548 | 13,777 | (1,020) | |||
Net income and comprehensive income | $ 101,744 | $ 9,288 | $ 19,951 | $ 36,368 | $ 42,942 | $ 52,133 | $ 55,430 | $ 42,686 | 167,351 | 193,191 | 105,859 | |||
Income allocated to participating securities from continuing operations | (220) | (993) | (737) | |||||||||||
Income allocated to participating securities from discontinued operations | (639) | (77) | 0 | |||||||||||
Income allocated to participating securities | (859) | (1,070) | (737) | |||||||||||
Numerator for basic net income per share for continuing operations | 42,583 | 178,421 | 106,142 | |||||||||||
Numerator for diluted net income per share for continuing operations | 42,583 | 178,421 | 106,142 | |||||||||||
Numerator for basic net (loss) income per share for discontinued operation | 123,909 | 13,700 | (1,020) | |||||||||||
Numerator for diluted net (loss) income per share for discontinued operation | $ 123,909 | $ 13,700 | $ (1,020) | |||||||||||
Denominator: | ||||||||||||||
Denominator for basic net income per share - weighted-average number of common shares outstanding (in shares) | 25,913 | 26,783 | 27,155 | |||||||||||
Dilutive stock options and performance share awards (in shares) | 90 | 143 | 137 | |||||||||||
Denominator for diluted net income per share - weighted-average number of common shares and common share equivalents outstanding (in shares) | 26,003 | 26,926 | 27,292 | |||||||||||
Basic net income (loss) per share: | ||||||||||||||
Continuing operations (in dollars per share) | $ (0.58) | $ 0.25 | $ 0.66 | $ 1.28 | $ 1.46 | $ 1.80 | $ 1.90 | $ 1.49 | $ 1.64 | $ 6.66 | $ 3.91 | |||
Discontinued operations (in dollars per share) | 4.51 | 0.11 | 0.11 | 0.09 | 0.15 | 0.13 | 0.15 | 0.08 | 4.78 | 0.51 | (0.04) | |||
Net income per basic share (in dollars per share) | 3.94 | 0.36 | 0.76 | 1.37 | 1.61 | 1.94 | 2.05 | 1.57 | 6.42 | 7.17 | 3.87 | |||
Diluted net income (loss) per share: | ||||||||||||||
Continuing operations (in dollars per share) | (0.58) | 0.25 | 0.65 | 1.27 | 1.45 | 1.80 | 1.89 | 1.48 | 1.64 | 6.63 | 3.89 | |||
Discontinued operations (in dollars per share) | 4.51 | 0.11 | 0.11 | 0.09 | 0.15 | 0.13 | 0.15 | 0.08 | 4.77 | 0.51 | (0.04) | |||
Net income per diluted share (in dollars per share) | $ 3.93 | $ 0.36 | $ 0.76 | $ 1.37 | $ 1.60 | $ 1.93 | $ 2.04 | $ 1.57 | $ 6.40 | [1] | $ 7.14 | [1] | $ 3.85 | [1] |
Total anti-dilutive shares (in shares) | 197 | 72 | 0 | |||||||||||
[1]Rounding may impact summation of amounts. |
Operations and Summary of Si_13
Operations and Summary of Significant Accounting Policies - Anti-dilutive Shares (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Total anti-dilutive shares (in shares) | 197 | 72 | 0 |
Anti-dilutive stock options | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Total anti-dilutive shares (in shares) | 112 | 57 | 0 |
Anti-dilutive performance shares | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Total anti-dilutive shares (in shares) | 18 | 13 | 0 |
Anti-dilutive restricted shares and deferred stock units | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Total anti-dilutive shares (in shares) | 67 | 2 | 0 |
Discontinued Operations and H_3
Discontinued Operations and Held for Sale - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 20, 2023 | Feb. 12, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration] | Income (loss) from discontinued operations, net of tax | ||||
Involvement period (in months) | 6 months | ||||
TSA monthly service charge | $ 747 | ||||
Discontinued Operations, Disposed of by Sale | Final Mile | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash from sale of Pool | $ 260,916 | ||||
Discontinued Operations, Disposed of by Sale | Pool Business | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash from sale of Pool | $ 8,000 | ||||
Earn-out from sale of Pool | $ 12,000 | ||||
Earn-out period (in months) | 11 months | ||||
Estimated fair value of the earn-out asset | $ 6,967 | ||||
Impairment charge | 6,967 | ||||
Discontinued Operations | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain (loss) on sale of business | $ 155,829 | $ 0 | (2,860) | ||
Impairment charge | $ 0 | $ 0 | $ 6,967 |
Discontinued Operations and H_4
Discontinued Operations and Held for Sale - Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Accounts receivable, allowance | $ 2,206 | $ 3,129 | |
Current assets held for sale | 0 | 34,942 | |
Other acquired intangibles, accumulated amortization | 127,032 | 110,993 | $ 98,780 |
Noncurrent assets held for sale | 0 | 101,027 | |
Current liabilities: | |||
Current liabilities held for sale | 0 | 13,861 | |
Noncurrent liabilities held for sale | 0 | 6,095 | |
Discontinued Operations, Held-for-Sale | |||
Current assets: | |||
Accounts receivable, less allowance of $29 in 2022 | 32,799 | ||
Accounts receivable, allowance | 29 | ||
Prepaid expenses | 5 | ||
Other current assets | 2,138 | ||
Current assets held for sale | 0 | 34,942 | |
Less accumulated depreciation and amortization | 2,524 | ||
Property and equipment, net of accumulated depreciation and amortization of $2,524 | 2,751 | ||
Operating lease right-of-use assets | 10,768 | ||
Goodwill | 48,197 | ||
Other acquired intangibles, net of accumulated amortization of $12,332 in 2022 | 39,219 | ||
Other acquired intangibles, accumulated amortization | 12,332 | ||
Other assets | 92 | ||
Noncurrent assets held for sale | $ 0 | 101,027 | |
Current liabilities: | |||
Accounts payable | 4,507 | ||
Accrued expenses | 4,373 | ||
Other current liabilities | 13 | ||
Current portion of debt and finance lease obligations | 128 | ||
Current portion of operating lease liabilities | 4,840 | ||
Current liabilities held for sale | 13,861 | ||
Finance lease obligations, less current portion | 133 | ||
Operating lease liabilities, less current portion | 5,962 | ||
Noncurrent liabilities held for sale | $ 6,095 |
Discontinued Operations and H_5
Discontinued Operations and Held for Sale - Held for Sale and Discontinued Operations Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | |||||||||||
Income (loss) from discontinued operations, net of tax | $ 116,465 | $ 2,795 | $ 2,824 | $ 2,464 | $ 3,933 | $ 3,625 | $ 3,996 | $ 2,223 | $ 124,548 | $ 13,777 | $ (1,020) |
Discontinued Operations | |||||||||||
Discontinued Operations, Statement of Comprehensive Income | |||||||||||
Operating revenue | 273,873 | 293,769 | 292,976 | ||||||||
Operating expenses: | |||||||||||
Purchased transportation | 158,233 | 176,137 | 171,035 | ||||||||
Salaries, wages and employee benefits | 51,304 | 45,211 | 49,101 | ||||||||
Operating leases | 12,325 | 11,804 | 13,685 | ||||||||
Depreciation and amortization | 5,212 | 4,834 | 4,586 | ||||||||
Insurance and claims | 2,586 | 2,281 | 3,706 | ||||||||
Fuel expense | 305 | 627 | 1,057 | ||||||||
Other operating expenses | 36,842 | 34,490 | 37,946 | ||||||||
Impairment charge | 0 | 0 | 6,967 | ||||||||
Total operating expenses | 266,807 | 275,384 | 288,083 | ||||||||
Income from discontinued operations | 7,066 | 18,385 | 4,893 | ||||||||
Gain (loss) on sale of business | 155,829 | 0 | (2,860) | ||||||||
Income from discontinued operations before income taxes | 162,895 | 18,385 | 2,033 | ||||||||
Income tax expense | 38,347 | 4,608 | 3,053 | ||||||||
Income (loss) from discontinued operations, net of tax | $ 124,548 | $ 13,777 | $ (1,020) |
Acquisitions - Expedited Freigh
Acquisitions - Expedited Freight (Details) - Land Air $ in Thousands | Jan. 31, 2023 USD ($) terminal |
Business Acquisition [Line Items] | |
Total assets acquired | $ | $ 56,567 |
Number of terminals | terminal | 25 |
Acquisitions - Intermodal (Deta
Acquisitions - Intermodal (Details) - Edgmon - USD ($) $ in Thousands | May 30, 2022 | May 31, 2022 |
Business Acquisition [Line Items] | ||
Assets acquired and liabilities assumed, net of cash | $ 40,993 | $ 40,993 |
Earn-out acquired, maximum | $ 5 | |
Earnout period (in months) | 19 months |
Acquisitions - Acquisition of O
Acquisitions - Acquisition of Omni Newco, LLC (Details) - Subsequent Event - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Jan. 25, 2024 | Jan. 22, 2024 |
Business Acquisition [Line Items] | ||
Tax receivable agreement, percentage of total tax benefit | 83.50% | |
Omni Newco, LLC | ||
Business Acquisition [Line Items] | ||
Expected payments to acquire business | $ 20,000 | |
Equity interest issued or issuable, percentage of common stock, before conversion approval | 16.50% | |
Equity interest issued or issuable, percentage of common stock, with conversion approval | 35% | |
Omni Newco, LLC | Common Stock | ||
Business Acquisition [Line Items] | ||
Number of shares issued or issuable (in shares) | 5,135 | |
Common stock, par value (in dollars per share) | $ 0.01 | |
Number of additional shares issued or issuable (in shares) | 8,880 |
Acquisitions - Preferred Stock
Acquisitions - Preferred Stock (Details) - Omni Newco, LLC - Subsequent Event | Jan. 25, 2024 $ / shares shares |
Series B Preferred Stock | |
Business Acquisition [Line Items] | |
Number of securities represented by each fractional unit (in shares) | 0.001 |
Common Stock | |
Business Acquisition [Line Items] | |
Number of shares exchangeable (in shares) | 1 |
Series C Preferred Stock | |
Business Acquisition [Line Items] | |
Number of securities represented by each fractional unit (in shares) | 0.001 |
Liquidation preference (in dollars per share) | $ / shares | $ 110 |
Cumulative annual dividend percentage | 3.50% |
Acquisitions - Senior Secured N
Acquisitions - Senior Secured Notes (Details) - Senior Unsecured Notes - Senior Notes - Subsequent Event | Jan. 25, 2024 USD ($) |
Business Acquisition [Line Items] | |
Aggregate principal amount | $ 100,000,000 |
Redemption price percentage | 101% |
GN Bondco, LLC | |
Business Acquisition [Line Items] | |
Aggregate principal amount | $ 725,000 |
Interest rate (as percent) | 9.50% |
Issuance percentage | 98% |
Debt Instrument, Redemption, Period One | |
Business Acquisition [Line Items] | |
Redemption price percentage | 100% |
Debt Instrument, Redemption, Period Two | |
Business Acquisition [Line Items] | |
Redemption price percentage | 104.75% |
Debt Instrument, Redemption, Period Three | |
Business Acquisition [Line Items] | |
Redemption price percentage | 102.375% |
Debt Instrument, Redemption, Period Four | |
Business Acquisition [Line Items] | |
Redemption price percentage | 100% |
Debt Instrument, Redemption, Period Five | |
Business Acquisition [Line Items] | |
Redemption price percentage | 109.50% |
Redemption price, percentage of principal | 40% |
Acquisitions - Senior Secured T
Acquisitions - Senior Secured Term Loan Facility (Details) - Line of Credit | Jan. 25, 2024 USD ($) | Feb. 12, 2024 USD ($) | Sep. 22, 2023 USD ($) |
Secured Debt | Term Loan B Facility | |||
Business Acquisition [Line Items] | |||
Aggregate principal amount | $ 1,125,000 | ||
Secured Debt | Term Loan B Facility | Subsequent Event | |||
Business Acquisition [Line Items] | |||
Expected amortization percentage | 1% | ||
Issuance percentage | 96% | ||
Repayments of debt | $ 80,000 | ||
Secured Debt | Term Loan B Facility | Secured Overnight Financing Rate (SOFR) | Subsequent Event | |||
Business Acquisition [Line Items] | |||
Basis spread on variable rate (as percent) | 4.50% | ||
Secured Debt | Term Loan B Facility | Federal Funds Overnight Rate | Subsequent Event | |||
Business Acquisition [Line Items] | |||
Basis spread on variable rate (as percent) | 0.50% | ||
Secured Debt | Term Loan B Facility | One Month Secured Overnight Financing Rate (SOFR) | Subsequent Event | |||
Business Acquisition [Line Items] | |||
Basis spread on variable rate (as percent) | 1% | ||
Secured Debt | Term Loan B Facility | Adjusted Base Rate | Subsequent Event | |||
Business Acquisition [Line Items] | |||
Basis spread on variable rate (as percent) | 3.50% | ||
Revolving Credit Facility | Subsequent Event | |||
Business Acquisition [Line Items] | |||
Aggregate principal amount | $ 400,000,000 | $ 340,000 | |
First lien net leverage ratio | 4.50 | ||
Revolving Credit Facility | Subsequent Event | Second And Third Quaters Of 2024 | |||
Business Acquisition [Line Items] | |||
First lien net leverage ratio | 6 | ||
Revolving Credit Facility | Subsequent Event | Fourth Quaters Of 2024 | |||
Business Acquisition [Line Items] | |||
First lien net leverage ratio | 5.50 | ||
Revolving Credit Facility | Subsequent Event | First Quaters Of 2025 | |||
Business Acquisition [Line Items] | |||
First lien net leverage ratio | 5.25 | ||
Revolving Credit Facility | Subsequent Event | Second Quaters Of 2024 | |||
Business Acquisition [Line Items] | |||
First lien net leverage ratio | 5 | ||
Revolving Credit Facility | Subsequent Event | Third Quaters Of 2025 | |||
Business Acquisition [Line Items] | |||
First lien net leverage ratio | 4.75 | ||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | Subsequent Event | |||
Business Acquisition [Line Items] | |||
Basis spread on variable rate (as percent) | 4.25% | ||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | Subsequent Event | Minimum | |||
Business Acquisition [Line Items] | |||
Basis spread on variable rate (as percent) | 3.75% | ||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | Subsequent Event | Maximum | |||
Business Acquisition [Line Items] | |||
Basis spread on variable rate (as percent) | 4.25% | ||
Revolving Credit Facility | Adjusted Base Rate | Subsequent Event | |||
Business Acquisition [Line Items] | |||
Basis spread on variable rate (as percent) | 3.25% | ||
Revolving Credit Facility | Adjusted Base Rate | Subsequent Event | Minimum | |||
Business Acquisition [Line Items] | |||
Basis spread on variable rate (as percent) | 2.75% | ||
Revolving Credit Facility | Adjusted Base Rate | Subsequent Event | Maximum | |||
Business Acquisition [Line Items] | |||
Basis spread on variable rate (as percent) | 3.25% |
Acquisitions - Due Diligence, T
Acquisitions - Due Diligence, Transaction and Integration Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Omni Newco, LLC | |
Business Acquisition [Line Items] | |
Transaction costs | $ 57,490 |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocations (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | May 31, 2022 | May 30, 2022 | Dec. 31, 2021 |
Intangible assets: | ||||||
Goodwill | $ 278,706 | $ 257,987 | $ 218,555 | |||
Edgmon | ||||||
Tangible assets: | ||||||
Accounts receivable | $ 4,963 | |||||
Property and equipment | 613 | |||||
Total tangible assets | 5,576 | |||||
Intangible assets: | ||||||
Goodwill | 22,195 | |||||
Total intangible assets | 35,418 | |||||
Total assets acquired | 40,994 | |||||
Liabilities assumed: | ||||||
Current liabilities | 1 | |||||
Total liabilities assumed | 1 | |||||
Net assets acquired | 40,993 | $ 40,993 | ||||
Edgmon | Customer relationships | ||||||
Intangible assets: | ||||||
Intangible assets | 13,051 | |||||
Edgmon | Non-compete agreements | ||||||
Intangible assets: | ||||||
Intangible assets | $ 172 | |||||
Land Air | ||||||
Tangible assets: | ||||||
Accounts receivable | $ 0 | |||||
Property and equipment | 738 | |||||
Total tangible assets | 738 | |||||
Intangible assets: | ||||||
Goodwill | 20,629 | |||||
Total intangible assets | 55,829 | |||||
Total assets acquired | 56,567 | |||||
Liabilities assumed: | ||||||
Current liabilities | 0 | |||||
Total liabilities assumed | 0 | |||||
Net assets acquired | 56,567 | |||||
Land Air | Customer relationships | ||||||
Intangible assets: | ||||||
Intangible assets | 35,200 | |||||
Land Air | Non-compete agreements | ||||||
Intangible assets: | ||||||
Intangible assets | $ 0 |
Acquisitions - Weighted-Average
Acquisitions - Weighted-Average Useful Life of Acquired Intangible Assets (Details) | 12 Months Ended | |
May 30, 2022 | Dec. 31, 2023 | |
Customer relationships | ||
Business Acquisition [Line Items] | ||
Estimated Useful Lives | 14 years | |
Non-compete agreements | ||
Business Acquisition [Line Items] | ||
Estimated Useful Lives | 5 years | |
Edgmon | Customer relationships | ||
Business Acquisition [Line Items] | ||
Estimated Useful Lives | 9 years | |
Edgmon | Non-compete agreements | ||
Business Acquisition [Line Items] | ||
Estimated Useful Lives | 5 years | |
Land Air | Customer relationships | ||
Business Acquisition [Line Items] | ||
Estimated Useful Lives | 15 years | |
Land Air | Non-compete agreements | ||
Business Acquisition [Line Items] | ||
Estimated Useful Lives | 0 years |
Indebtedness - Long-Term Debt (
Indebtedness - Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Debt issuance costs | $ 0 | $ (418) |
Total debt | 0 | 108,082 |
Less: Current portion of long-term debt | 0 | (1,494) |
Total long-term debt, less current portion | 0 | 106,588 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Credit facility, expires 2026 | $ 0 | $ 108,500 |
Indebtedness - Narrative (Detai
Indebtedness - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Jul. 31, 2021 | Sep. 30, 2017 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2020 | |
Debt Instrument [Line Items] | |||||||
Proceeds from credit facility | $ 70,000,000 | $ 0 | $ 195,000,000 | ||||
Cash payments for interest | 11,923,000 | 5,355,000 | 4,198,000 | ||||
Interest capitalized | 0 | 0 | 0 | ||||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Term of Debt (in years) | 5 years | ||||||
Credit facility amount | $ 525,000,000 | $ 150,000 | 525,000,000 | $ 250,000,000 | |||
Aggregate principal amount | 450,000,000 | 450,000,000 | 225,000,000 | ||||
Additional borrowing capacity of credit facility | 75,000,000 | 75,000,000 | $ 25,000,000 | ||||
Outstanding under the senior credit facility | 300,000,000 | 300,000,000 | |||||
Repayments of debt | 150,000,000 | ||||||
Available borrowing capacity | $ 280,166,000 | $ 279,966,000 | |||||
Bloomberg short-term bank yield index rate floor | 0% | ||||||
Base rate floor (as percent) | 2% | ||||||
Federal funds rate floor | 0% | ||||||
Bloomberg short-term bank yield index additional rate (as percent) | 1% | ||||||
Interest rate (as percent) | 0% | 4.85% | |||||
Revolving Credit Facility | Federal Funds Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as percent) | 0.50% | ||||||
Revolving Credit Facility | Minimum | Bloomberg Short-Term Bank Yield Index | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as percent) | 1.25% | ||||||
Revolving Credit Facility | Minimum | Prime Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as percent) | 0% | ||||||
Revolving Credit Facility | Maximum | Bloomberg Short-Term Bank Yield Index | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as percent) | 1.75% | ||||||
Revolving Credit Facility | Maximum | Prime Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as percent) | 0.50% | ||||||
Revolving Credit Facility | Medium-term Notes | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding under the senior credit facility | 150,000,000 | $ 150,000,000 | |||||
Proceeds from credit facility | $ 150,000,000 | ||||||
Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility amount | 30,000 | ||||||
Outstanding letters of credit | $ 19,834,000 | $ 20,034,000 | |||||
Swing Line Loan | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility amount | $ 30,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||||
Feb. 05, 2019 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | 0 | ||||||||||||
Dividends per share (in dollars per share) | $ 0.24 | $ 0.24 | $ 0.24 | $ 0.24 | $ 0.24 | $ 0.24 | $ 0.24 | $ 0.24 | $ 0.21 | $ 0.21 | $ 0.21 | $ 0.21 | $ 0.96 | $ 0.96 | $ 0.84 | |
Payments for repurchase of common stock | $ 93,811,000 | $ 62,771,000 | $ 48,989,000 | |||||||||||||
Stock Repurchase Plan 2019 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share repurchase program, authorized shares (in shares) | 5,000,000 | |||||||||||||||
Remaining shares authorized under share repurchase program (in shares) | 1,349,000 | 1,349,000 | ||||||||||||||
Stock Repurchase Plan 2019 | Common Stock | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Repurchased shares (in shares) | 883,000 | 600,000 | ||||||||||||||
Payments for repurchase of common stock | $ 93,811,000 | $ 62,771,000 | ||||||||||||||
Treasury stock acquired, average cost per share (in dollars per share) | $ 106.21 | $ 104.53 |
Stock Incentive Plan - Disclosu
Stock Incentive Plan - Disclosure of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 10,594 | $ 9,902 | $ 9,124 |
Continuing Operations | Salaries, Wages And Employee Benefits | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 10,090 | 9,196 | 8,720 |
Discontinued Operations | Salaries, Wages And Employee Benefits | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 504 | $ 706 | $ 404 |
Stock Incentive Plan - Narrativ
Stock Incentive Plan - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 USD ($) contribution $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | May 31, 2016 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized under the plan (in shares) | shares | 2,000,000 | |||
Shares available for grant (in shares) | shares | 581,000 | |||
Expected life of options (in years) | 7 years | |||
Share-based awards, vesting period (in years) | 3 years | |||
Weighted average remaining contractual term for options outstanding (in years) | 3 years | |||
Weighted-average remaining contractual term exercisable (in years) | 2 years | |||
Fair value of stock options vested | $ 0 | $ 855 | $ 922 | |
Continuing Operations | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Average aggregate intrinsic value for options outstanding | 900 | |||
Aggregate intrinsic value of options exercised | $ 0 | 142 | 2,137 | |
Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Measurement period (in years) | 3 years | |||
Minimum percentage of shares attainable | 0% | |||
Maximum percentage of shares attainable | 200% | |||
Excess tax benefit related to exercise of stock options | $ 2,518 | $ 1,012 | $ 1,006 | |
Performance Shares | Continuing Operations | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ 2,434 | |||
Cost not yet recognized, period for recognition (in years) | 2 years | |||
Weighted-average fair value of each purchase (in dollars per share) | $ / shares | $ 120.27 | |||
Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized under the plan (in shares) | shares | 302,000 | |||
Percentage of share price for shares issued | 90% | |||
Purchase period (in years) | 6 months | |||
Number of lump sum contributions | contribution | 2 | |||
Employee Stock Purchase Plan | Continuing Operations | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average fair value of each purchase (in dollars per share) | $ / shares | $ 7.76 | $ 9.17 | $ 30.68 | |
Employee Stock Purchase Plan | Discontinued Operations | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average fair value of each purchase (in dollars per share) | $ / shares | $ 7.76 | $ 9.17 | $ 30.68 | |
Non-employee Director Stock Options | Continuing Operations | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized under the plan (in shares) | shares | 360,000 | |||
Shares available for grant (in shares) | shares | 47,000 | |||
Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based awards, vesting period (in years) | 3 years | |||
Unrecognized compensation cost | $ 2,148 | |||
Cost not yet recognized, period for recognition (in years) | 2 years | |||
Director Restricted Shares | Continuing Operations | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ 464 | |||
Cost not yet recognized, period for recognition (in years) | 1 year | |||
Weighted-average fair value of each purchase (in dollars per share) | $ / shares | $ 96.10 | |||
Grant date fair value of shares that vested during the year | $ 1,424 | $ 1,436 | $ 2,514 | |
Employee Non-vested Shares | Continuing Operations | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ 8,207 | |||
Cost not yet recognized, period for recognition (in years) | 2 years | |||
Weighted-average fair value of each purchase (in dollars per share) | $ / shares | $ 75.37 | |||
Grant date fair value of shares that vested during the year | $ 7,833 | $ 9,246 | $ 8,232 | |
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based awards, vesting period (in years) | 3 years | |||
Restricted Stock | Share-based Payment Arrangement, Tranche One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based awards, vesting period (in years) | 1 year | |||
Restricted Stock | Continuing Operations | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average fair value of each purchase (in dollars per share) | $ / shares | $ 114.46 | $ 105.52 | ||
Restricted Stock | Discontinued Operations | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average fair value of each purchase (in dollars per share) | $ / shares | $ 115.42 | $ 106.29 | $ 75.05 | |
Grant date fair value of shares that vested during the year | $ 701 | $ 558 | $ 619 |
Stock Incentive Plan - Weighted
Stock Incentive Plan - Weighted Average Assumptions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average grant-date fair value (in dollars per share) | $ 39.75 | $ 28.91 | $ 18.36 |
Employee Stock Option | |||
Weighted average assumptions under the Monte Carlo simulation model: | |||
Expected dividend yield | 0.80% | 0.90% | 1.10% |
Expected stock price volatility | 32.50% | 28.70% | 28.90% |
Risk-free interest rate | 3.80% | 1.90% | 0.60% |
Expected life of awards (years) | 5 years 7 months 6 days | 5 years 7 months 6 days | 5 years 9 months 18 days |
Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average grant-date fair value (in dollars per share) | $ 120.27 | $ 127.29 | $ 87.33 |
Weighted average assumptions under the Monte Carlo simulation model: | |||
Expected stock price volatility | 37.80% | 35.50% | 34.50% |
Risk-free interest rate | 4.20% | 1.60% | 0.20% |
Stock Incentive Plan - Roll For
Stock Incentive Plan - Roll Forward Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted Average Grant Date Fair Value | |||
Share-based compensation expense for restricted shares | $ 11,495 | $ 10,661 | $ 10,500 |
Employee Stock Option | Continuing Operations | |||
Options | |||
Outstanding, beginning of period (in shares) | 376 | ||
Granted (in shares) | 54 | ||
Exercised (in shares) | 0 | ||
Forfeited (in shares) | (60) | ||
Outstanding, end of period (in shares) | 370 | 376 | |
Weighted Average Exercise Price | |||
Outstanding, beginning of period (in dollars per share) | $ 66.13 | ||
Granted (in dollars per share) | 115.42 | ||
Exercised (in dollars per share) | 0 | ||
Forfeited (in dollars per share) | 44.97 | ||
Outstanding, end of period (in dollars per share) | $ 76.83 | $ 66.13 | |
Employee Stock Option | Discontinued Operations | |||
Options | |||
Outstanding, beginning of period (in shares) | 0 | ||
Granted (in shares) | 1 | ||
Exercised (in shares) | 0 | ||
Forfeited (in shares) | (1) | ||
Outstanding, end of period (in shares) | 0 | 0 | |
Weighted Average Exercise Price | |||
Outstanding, beginning of period (in dollars per share) | $ 0 | ||
Granted (in dollars per share) | 115.42 | ||
Exercised (in dollars per share) | 0 | ||
Forfeited (in dollars per share) | 115.42 | ||
Outstanding, end of period (in dollars per share) | $ 0 | $ 0 | |
Restricted Stock | Continuing Operations | |||
Number of Shares | |||
Outstanding at beginning of year (shares) | 138 | ||
Granted (shares) | 74 | ||
Vested/Earned (in shares) | (70) | ||
Forfeited (shares) | (9) | ||
Outstanding at end of year (shares) | 133 | 138 | |
Weighted Average Grant Date Fair Value | |||
Outstanding, beginning of period (in dollars per share) | $ 87.81 | ||
Granted (in dollars per share) | 114.46 | $ 105.52 | |
Vested/Earned (in dollars per share) | 81.32 | ||
Forfeited (in dollars per share) | 104.68 | ||
Outstanding, end of period (in dollars per share) | $ 104.87 | $ 87.81 | |
Restricted Stock | Discontinued Operations | |||
Number of Shares | |||
Outstanding at beginning of year (shares) | 13 | ||
Granted (shares) | 5 | ||
Vested/Earned (in shares) | (6) | ||
Forfeited (shares) | (12) | ||
Outstanding at end of year (shares) | 0 | 13 | |
Weighted Average Grant Date Fair Value | |||
Outstanding, beginning of period (in dollars per share) | $ 87.96 | ||
Granted (in dollars per share) | 115.42 | $ 106.29 | $ 75.05 |
Vested/Earned (in dollars per share) | 82.07 | ||
Forfeited (in dollars per share) | 103.38 | ||
Outstanding, end of period (in dollars per share) | $ 0 | $ 87.96 | |
Performance Shares | Continuing Operations | |||
Number of Shares | |||
Outstanding at beginning of year (shares) | 70 | ||
Granted (shares) | 18 | ||
Additional shares awarded based on actual performance level achieved (in shares) | 4 | ||
Vested/Earned (in shares) | (31) | ||
Forfeited (shares) | 0 | ||
Outstanding at end of year (shares) | 61 | 70 | |
Weighted Average Grant Date Fair Value | |||
Outstanding, beginning of period (in dollars per share) | $ 87.74 | ||
Granted (in dollars per share) | 120.27 | ||
Additional shares awarded based on actual performance level achieved (in dollars per share) | 68.75 | ||
Vested/Earned (in dollars per share) | 69.10 | ||
Forfeited (in dollars per share) | 0 | ||
Outstanding, end of period (in dollars per share) | $ 105.88 | $ 87.74 | |
Director Restricted Shares | Continuing Operations | |||
Number of Shares | |||
Outstanding at beginning of year (shares) | 15 | ||
Granted (shares) | 15 | ||
Vested/Earned (in shares) | (15) | ||
Forfeited (shares) | (1) | ||
Outstanding at end of year (shares) | 14 | 15 | |
Weighted Average Grant Date Fair Value | |||
Outstanding, beginning of period (in dollars per share) | $ 93.70 | ||
Granted (in dollars per share) | 96.10 | ||
Vested/Earned (in dollars per share) | 93.70 | ||
Forfeited (in dollars per share) | 96.10 | ||
Outstanding, end of period (in dollars per share) | $ 96.10 | $ 93.70 | |
Share-based compensation expense for restricted shares | $ 1,329 | $ 1,387 | $ 1,436 |
Excess tax benefit for the vesting of restricted shares | $ 40 | $ 12 | $ 342 |
Stock Incentive Plan - Exercise
Stock Incentive Plan - Exercise Price Range (Details) - Employee Stock Option - Continuing Operations shares in Thousands | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares (in shares) | shares | 370 |
Weighted Average Exercise Price (in dollars per share) | $ 76.83 |
Exercisable (in shares) | shares | 264 |
Weighted Average Exercise Price (in dollars per share) | $ 64.74 |
Exercise Price Range One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of exercise price, lower range limit (in dollars per share) | 47.82 |
Range of exercise price, upper range limit (in dollars per share) | $ 59.89 |
Number of Shares (in shares) | shares | 83 |
Weighted Average Remaining Contractual Life (in years) | 6 months |
Weighted Average Exercise Price (in dollars per share) | $ 52.01 |
Exercisable (in shares) | shares | 83 |
Weighted Average Exercise Price (in dollars per share) | $ 52.01 |
Exercise Price Range Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of exercise price, lower range limit (in dollars per share) | 64.26 |
Range of exercise price, upper range limit (in dollars per share) | $ 75.05 |
Number of Shares (in shares) | shares | 175 |
Weighted Average Remaining Contractual Life (in years) | 2 years 6 months |
Weighted Average Exercise Price (in dollars per share) | $ 67.02 |
Exercisable (in shares) | shares | 162 |
Weighted Average Exercise Price (in dollars per share) | $ 66.37 |
Exercise Price Range Three | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of exercise price, lower range limit (in dollars per share) | 100.93 |
Range of exercise price, upper range limit (in dollars per share) | $ 115.42 |
Number of Shares (in shares) | shares | 112 |
Weighted Average Remaining Contractual Life (in years) | 5 years 7 months 6 days |
Weighted Average Exercise Price (in dollars per share) | $ 110.64 |
Exercisable (in shares) | shares | 19 |
Weighted Average Exercise Price (in dollars per share) | $ 106.11 |
Stock Incentive Plan - Employee
Stock Incentive Plan - Employee Stock Purchase Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Employee Stock Purchase Plan (ESPP) Disclosures [Line Items] | |||
Share-based compensation expense | $ 11,495 | $ 10,661 | $ 10,500 |
Employee Stock Purchase Plan | Continuing Operations | |||
Schedule of Employee Stock Purchase Plan (ESPP) Disclosures [Line Items] | |||
Shares purchased by employees (in shares) | 10,000 | 8,000 | 11,000 |
Average purchase price (in dollars per share) | $ 69.81 | $ 82.48 | $ 75.71 |
Weighted-average fair value of each purchase (in dollars per share) | $ 7.76 | $ 9.17 | $ 30.68 |
Share-based compensation expense | $ 76 | $ 78 | $ 344 |
Employee Stock Purchase Plan | Discontinued Operations | |||
Schedule of Employee Stock Purchase Plan (ESPP) Disclosures [Line Items] | |||
Shares purchased by employees (in shares) | 1,000 | 1,000 | 1,000 |
Average purchase price (in dollars per share) | $ 69.81 | $ 82.48 | $ 75.71 |
Weighted-average fair value of each purchase (in dollars per share) | $ 7.76 | $ 9.17 | $ 30.68 |
Share-based compensation expense | $ 13 | $ 9 | $ 25 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ 18,444 | $ 43,327 | $ 27,201 |
State | 4,285 | 12,026 | 7,186 |
Total current | 22,729 | 55,353 | 34,387 |
Deferred: | |||
Federal | (6,268) | 6,317 | 209 |
State | (2,625) | 1,369 | 1,212 |
Total deferred | (8,893) | 7,686 | 1,421 |
Total current and deferred | $ 13,836 | $ 63,039 | $ 35,808 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Tax expense at the statutory rate | $ 11,894 | $ 50,915 | $ 29,964 |
State income taxes, net of federal income tax benefit | 1,561 | 10,189 | 6,910 |
Share-based compensation | (537) | (840) | (933) |
Other permanent differences | (36) | (30) | 31 |
Non-deductible compensation | 1,190 | 1,435 | 293 |
Change in income tax contingency reserves | 0 | 0 | (260) |
Federal income tax credits | (34) | (107) | (76) |
Other | (202) | 1,477 | (121) |
Total current and deferred | $ 13,836 | $ 63,039 | $ 35,808 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Accrued expenses | $ 12,006 | $ 13,743 |
Allowance for doubtful accounts | 565 | 822 |
Operating lease liabilities | 29,658 | 37,599 |
Due diligence and transaction costs | 13,953 | 0 |
Share-based compensation | 4,995 | 4,458 |
Accruals for income tax contingencies | 129 | 141 |
Capital loss carryforwards | 0 | 4,253 |
Net operating loss carryforwards | 634 | 645 |
Total gross deferred tax assets | 61,940 | 61,661 |
Valuation allowance | (395) | (4,648) |
Total net deferred tax assets | 61,545 | 57,013 |
Deferred tax liabilities: | ||
Tax over book depreciation | 33,373 | 32,888 |
Prepaid expenses | 10,807 | 6,600 |
Operating lease right-of-use assets | 28,559 | 36,600 |
Goodwill | 23,744 | 23,681 |
Intangible assets | 7,262 | 8,337 |
Total deferred tax liabilities | 103,745 | 108,106 |
Net deferred tax liabilities | $ (42,200) | $ (51,093) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | |||
Income taxes paid | $ 20,842 | $ 65,388 | $ 35,766 |
Sale of business | 4,253 | ||
Operating loss carryforwards, valuation allowance | 4,253 | 4,253 | 4,253 |
Change in valuation allowance | (4,253) | 23 | 4,230 |
State net operating loss carryforward | 13,240 | 13,574 | 13,819 |
Uncertain tax positions | 153 | 198 | $ 241 |
Accrued interest and penalties related to unrecognized tax benefits | 82 | $ 85 | |
State and Local Jurisdiction | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards, valuation allowance | $ 395 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | ||
Balance at beginning of year | $ 198 | $ 241 |
Reductions for settlement with state taxing authorities | (66) | (66) |
Additions for tax positions of current year | 21 | 23 |
Balance at end of year | $ 153 | $ 198 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) renewalOption | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Sublease income | $ 2,991 | $ 2,762 | $ 1,763 |
Future minimum rental payments | $ 1,859 | ||
Number of options to renew | renewalOption | 1 | ||
Variable lease cost | $ 428,385 | 456,093 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Renewal term (in years) | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Renewal term (in years) | 25 years | ||
Operating Expense | |||
Lessee, Lease, Description [Line Items] | |||
Variable lease cost | $ 409,080 | $ 440,756 | $ 353,347 |
Leases - Lease Assets and Liabi
Leases - Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Lease Assets | ||
Operating lease right-of-use assets | $ 111,552 | $ 131,097 |
Finance lease assets | 38,015 | 22,957 |
Total leased assets | 149,567 | 154,054 |
Current: | ||
Operating | 44,344 | 42,266 |
Finance | 12,645 | 7,820 |
Noncurrent: | ||
Operating | 71,598 | 92,903 |
Finance | 26,736 | 15,711 |
Total leased liabilities | $ 155,323 | $ 158,700 |
Finance lease, right-of-use asset, statement of financial position | Property and equipment, net of accumulated depreciation and amortization of $250,185 in 2023 and $218,145 in 2022 | Property and equipment, net of accumulated depreciation and amortization of $250,185 in 2023 and $218,145 in 2022 |
Finance lease, liability, current, statement of financial position | Current portion of debt and finance lease obligations | Current portion of debt and finance lease obligations |
Finance lease assets, accumulated amortization | $ 22,051 | $ 10,949 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lease, Cost [Abstract] | |||
Operating lease cost | $ 54,604 | $ 52,891 | |
Short-term lease cost | 13,672 | 20,329 | |
Variable lease cost | 428,385 | 456,093 | |
Sublease income | (2,991) | (2,762) | $ (1,763) |
Finance lease cost: | |||
Amortization of leased assets | 11,102 | 6,114 | |
Interest on leased liabilities | 1,395 | 563 | |
Total lease cost | $ 506,167 | $ 533,228 |
Leases - Future Minimum Payment
Leases - Future Minimum Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2024 | $ 49,036 | |
2025 | 34,347 | |
2026 | 23,186 | |
2027 | 12,386 | |
2028 | 5,854 | |
Thereafter | 6,660 | |
Total minimum lease payments | 131,469 | |
Less: imputed interest | (15,527) | |
Present value of future minimum lease payments | 115,942 | |
Less: current portion of lease obligations | (44,344) | $ (42,266) |
Long-term lease obligations | 71,598 | 92,903 |
Finance Leases | ||
2024 | 14,455 | |
2025 | 11,190 | |
2026 | 9,012 | |
2027 | 6,777 | |
2028 | 2,123 | |
Thereafter | 192 | |
Total minimum lease payments | 43,749 | |
Less: imputed interest | (4,368) | |
Present value of future minimum lease payments | 39,381 | |
Less: current portion of lease obligations | (12,645) | (7,820) |
Long-term lease obligations | $ 26,736 | $ 15,711 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Weighted average remaining lease term (in years): | ||
Operating leases | 3 years | 3 years 7 months 6 days |
Finance leases | 3 years 7 months 6 days | 3 years 7 months 6 days |
Weighted average discount rate: | ||
Operating leases | 3.40% | 3% |
Finance leases | 5.50% | 4.20% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 54,462 | $ 51,780 |
Operating cash flows from finance leases | 1,395 | 563 |
Financing cash flows from finance leases | 11,074 | 6,108 |
Right-of-use assets obtained in exchange for operating lease liabilities | 29,884 | 47,721 |
Leased assets obtained in exchange for finance lease obligations | $ 25,217 | $ 14,422 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | 12 Months Ended | |
Sep. 26, 2023 plaintiff | Dec. 31, 2023 USD ($) | |
Other Commitments [Line Items] | ||
Commitments to purchase trailers, vehicles and forklifts | $ 7,100 | |
Liability insurance coverage | 100 | |
Self-insurance retention workers' compensation | 500 | |
Shareholder Complaint | ||
Other Commitments [Line Items] | ||
Number of plaintiffs | plaintiff | 3 | |
Aggregate deductible for claims between $5,000 and $10,000 | Maximum | ||
Other Commitments [Line Items] | ||
Self-insurance retention liability additional deductible applicable range | $ 10,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Other Commitments (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Aggregate Deductible For Claims Between $0 And $5,000 | Expedited Freight | |
Other Commitments [Line Items] | |
Company Risk Retention | $ 5,000 |
Aggregate Deductible For Claims Between $0 And $5,000 | Expedited Freight | Minimum | |
Other Commitments [Line Items] | |
Layer | 0 |
Aggregate Deductible For Claims Between $0 And $5,000 | Expedited Freight | Maximum | |
Other Commitments [Line Items] | |
Layer | 5,000 |
Aggregate Deductible For Claims Between $5,000 And $10,000 | Expedited Freight | |
Other Commitments [Line Items] | |
Company Risk Retention | 5,000 |
Aggregate Deductible For Claims Between $5,000 And $10,000 | Expedited Freight | Minimum | |
Other Commitments [Line Items] | |
Layer | 5,000 |
Aggregate Deductible For Claims Between $5,000 And $10,000 | Expedited Freight | Maximum | |
Other Commitments [Line Items] | |
Layer | 10,000 |
Aggregate deductible for claims between $0 and $1,000 | Intermodal | |
Other Commitments [Line Items] | |
Company Risk Retention | 1,000 |
Aggregate deductible for claims between $0 and $1,000 | Intermodal | Minimum | |
Other Commitments [Line Items] | |
Layer | 0 |
Aggregate deductible for claims between $0 and $1,000 | Intermodal | Maximum | |
Other Commitments [Line Items] | |
Layer | $ 1,000 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Defined contribution plan, employer match percentage | 25% | ||
Defined contribution plan, maximum employee contribution matched by employer | 6% | ||
Employer contribution | $ 2,001 | $ 1,952 | $ 1,762 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Minimum lease payments | $ 39,381 | |
Estimate of Fair Value Measurement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Minimum lease payments | 38,926 | $ 22,957 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Minimum lease payments | $ 39,381 | $ 23,531 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Fair Value Measurements, Nonrecurring (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Discontinued Operations | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Earn-out asset impairment charge | $ 0 | $ 0 | $ 6,967 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Reporting - Segment Inf
Segment Reporting - Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 338,428 | $ 340,976 | $ 333,622 | $ 357,709 | $ 403,039 | $ 433,201 | $ 442,191 | $ 401,203 | $ 1,370,735 | $ 1,679,634 | $ 1,387,227 |
Amortization | 16,039 | 12,213 | 10,539 | ||||||||
Income (loss) from continuing operations | 88,210 | 247,591 | 147,025 | ||||||||
Total assets | 2,979,533 | 1,208,076 | 2,979,533 | 1,208,076 | |||||||
Current assets held for sale | 0 | 34,942 | 0 | 34,942 | |||||||
Noncurrent assets held for sale | 0 | 101,027 | 0 | 101,027 | |||||||
Discontinued Operations, Held-for-Sale | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Current assets held for sale | 0 | 34,942 | 0 | 34,942 | |||||||
Noncurrent assets held for sale | 0 | 101,027 | 0 | 101,027 | |||||||
Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 1,370,409 | 1,680,112 | 1,388,018 | ||||||||
Depreciation | 41,366 | 30,339 | 24,427 | ||||||||
Amortization | 16,039 | 12,213 | 10,539 | ||||||||
Income (loss) from continuing operations | 88,210 | 247,591 | 147,025 | ||||||||
Purchases of property and equipment | 30,725 | 39,254 | 38,375 | ||||||||
Total assets | 2,979,533 | 1,072,107 | 2,979,533 | 1,072,107 | |||||||
Expedited Freight | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 1,096,958 | 1,260,121 | 1,099,070 | ||||||||
Expedited Freight | Network | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 845,949 | 947,817 | 805,015 | ||||||||
Expedited Freight | Truckload business | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 159,513 | 221,979 | 223,026 | ||||||||
Expedited Freight | Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 91,496 | 90,325 | 71,029 | ||||||||
Operating Segments | Expedited Freight | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 1,096,484 | 1,260,414 | 1,098,847 | ||||||||
Depreciation | 31,626 | 23,597 | 20,826 | ||||||||
Amortization | 5,788 | 3,461 | 3,430 | ||||||||
Income (loss) from continuing operations | 116,040 | 192,583 | 127,045 | ||||||||
Purchases of property and equipment | 29,928 | 37,984 | 35,630 | ||||||||
Operating Segments | Expedited Freight | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 661,270 | 547,417 | 661,270 | 547,417 | |||||||
Operating Segments | Intermodal | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 273,925 | 419,698 | 289,171 | ||||||||
Depreciation | 9,740 | 6,641 | 3,538 | ||||||||
Amortization | 10,251 | 8,752 | 7,109 | ||||||||
Income (loss) from continuing operations | 25,327 | 56,874 | 30,117 | ||||||||
Purchases of property and equipment | 797 | 1,270 | 2,745 | ||||||||
Operating Segments | Intermodal | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 270,421 | 322,001 | 270,421 | 322,001 | |||||||
Corporate | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Depreciation | 0 | 101 | 63 | ||||||||
Amortization | 0 | 0 | 0 | ||||||||
Income (loss) from continuing operations | (53,157) | (1,866) | (10,137) | ||||||||
Purchases of property and equipment | 0 | 0 | 0 | ||||||||
Corporate | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 2,047,901 | 202,756 | 2,047,901 | 202,756 | |||||||
Eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | (266) | (205) | (1,057) | ||||||||
Depreciation | 0 | 0 | 0 | ||||||||
Amortization | 0 | 0 | 0 | ||||||||
Income (loss) from continuing operations | 0 | 0 | 0 | ||||||||
Purchases of property and equipment | 0 | 0 | 0 | ||||||||
Eliminations | Continuing Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 326 | (478) | (791) | ||||||||
Total assets | $ (59) | $ (67) | (59) | (67) | |||||||
Eliminations | Discontinued Operations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | (326) | 478 | 791 | ||||||||
Eliminations | Expedited Freight | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | (474) | 293 | (223) | ||||||||
Eliminations | Intermodal | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ (118) | $ (20) | $ (43) |
Quarterly Results of Operatio_3
Quarterly Results of Operations (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||
Operating revenue | $ 338,428 | $ 340,976 | $ 333,622 | $ 357,709 | $ 403,039 | $ 433,201 | $ 442,191 | $ 401,203 | $ 1,370,735 | $ 1,679,634 | $ 1,387,227 | |||
Net income from continuing operations | (14,721) | 6,493 | 17,127 | 33,904 | 39,009 | 48,508 | 51,434 | 40,463 | 42,803 | 179,414 | 106,879 | |||
Income (loss) from discontinued operations, net of tax | 116,465 | 2,795 | 2,824 | 2,464 | 3,933 | 3,625 | 3,996 | 2,223 | 124,548 | 13,777 | (1,020) | |||
Net income and comprehensive income | $ 101,744 | $ 9,288 | $ 19,951 | $ 36,368 | $ 42,942 | $ 52,133 | $ 55,430 | $ 42,686 | $ 167,351 | $ 193,191 | $ 105,859 | |||
Net income per share: | ||||||||||||||
Continuing operations (in dollars per share) | $ (0.58) | $ 0.25 | $ 0.66 | $ 1.28 | $ 1.46 | $ 1.80 | $ 1.90 | $ 1.49 | $ 1.64 | $ 6.66 | $ 3.91 | |||
Discontinued operations (in dollars per share) | 4.51 | 0.11 | 0.11 | 0.09 | 0.15 | 0.13 | 0.15 | 0.08 | 4.78 | 0.51 | (0.04) | |||
Net income per basic share (in dollars per share) | 3.94 | 0.36 | 0.76 | 1.37 | 1.61 | 1.94 | 2.05 | 1.57 | 6.42 | 7.17 | 3.87 | |||
Diluted net income (loss) per share: | ||||||||||||||
Continuing operations (in dollars per share) | (0.58) | 0.25 | 0.65 | 1.27 | 1.45 | 1.80 | 1.89 | 1.48 | 1.64 | 6.63 | 3.89 | |||
Discontinued operations (in dollars per share) | 4.51 | 0.11 | 0.11 | 0.09 | 0.15 | 0.13 | 0.15 | 0.08 | 4.77 | 0.51 | (0.04) | |||
Net income per diluted share (in dollars per share) | $ 3.93 | $ 0.36 | $ 0.76 | $ 1.37 | $ 1.60 | $ 1.93 | $ 2.04 | $ 1.57 | $ 6.40 | [1] | $ 7.14 | [1] | $ 3.85 | [1] |
[1]Rounding may impact summation of amounts. |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 7,777 | $ 7,858 | $ 2,646 |
Charged to Costs and Expenses | (4,232) | (23) | 5,006 |
Charged to Other Operating Revenue | 5,091 | 6,426 | 6,339 |
Deductions | 6,035 | 6,484 | 6,133 |
Balance at End of Period | 2,601 | 7,777 | 7,858 |
Allowance for doubtful accounts | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 1,499 | 1,707 | 1,246 |
Charged to Costs and Expenses | 21 | (46) | 776 |
Charged to Other Operating Revenue | 0 | 0 | 0 |
Deductions | 396 | 162 | 315 |
Balance at End of Period | 1,124 | 1,499 | 1,707 |
Allowance for revenue adjustments | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 1,630 | 1,526 | 1,005 |
Charged to Costs and Expenses | 0 | 0 | 0 |
Charged to Other Operating Revenue | 5,091 | 6,426 | 6,339 |
Deductions | 5,639 | 6,322 | 5,818 |
Balance at End of Period | 1,082 | 1,630 | 1,526 |
Deferred tax valuation allowance | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 4,648 | 4,625 | 395 |
Charged to Costs and Expenses | (4,253) | 23 | 4,230 |
Charged to Other Operating Revenue | 0 | 0 | 0 |
Deductions | 0 | 0 | 0 |
Balance at End of Period | $ 395 | $ 4,648 | $ 4,625 |