Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 31, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Entity Registrant Name | US XPRESS ENTERPRISES INC | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0000923571 | |
Amendment Flag | false | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 15,687,101 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 33,278,230 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 4,442 | $ 9,892 |
Customer receivables, net of allowance of $75 and $59 at September 30, 2019 and December 31, 2018, respectively | 193,047 | 190,254 |
Other receivables | 18,345 | 20,430 |
Prepaid insurance and licenses | 23,221 | 11,035 |
Operating supplies | 7,706 | 7,324 |
Assets held for sale | 10,399 | 33,225 |
Other current assets | 19,057 | 13,374 |
Total current assets | 276,217 | 285,534 |
Property and equipment, at cost | 939,889 | 898,530 |
Less accumulated depreciation and amortization | (403,891) | (379,813) |
Net property and equipment | 535,998 | 518,717 |
Other assets | ||
Operating lease right of use assets | 250,062 | |
Goodwill | 57,708 | 57,708 |
Intangible assets, net | 27,642 | 28,913 |
Other | 31,067 | 19,615 |
Total other assets | 366,479 | 106,236 |
Total assets | 1,178,694 | 910,487 |
Current liabilities | ||
Accounts payable | 87,161 | 63,808 |
Book overdraft | 3,833 | |
Accrued wages and benefits | 24,085 | 24,960 |
Claims and insurance accruals, current | 51,125 | 47,442 |
Other accrued liabilities | 9,433 | 8,120 |
Liabilities associated with assets held for sale | 6,856 | |
Current portion of operating lease liabilities | 70,246 | |
Current maturities of long-term debt and finance leases | 82,669 | 113,094 |
Total current liabilities | 328,552 | 264,280 |
Long-term debt and finance leases, net of current maturities | 351,492 | 312,819 |
Less debt issuance costs | (1,301) | (1,347) |
Net long-term debt and finance leases | 350,191 | 311,472 |
Deferred income taxes | 20,996 | 19,978 |
Long-term liabilities associated with assets held for sale | 8,353 | |
Other long-term liabilities | 6,599 | 7,713 |
Claims and insurance accruals, long-term | 53,370 | 60,304 |
Noncurrent operating lease liabilities | 179,600 | |
Commitments and contingencies (Notes 7 and 8) | ||
Stockholders' Equity | ||
Additional paid-in capital | 249,665 | 251,742 |
Accumulated deficit | (11,388) | (17,335) |
Total stockholders' equity | 238,767 | 234,891 |
Noncontrolling interest | 619 | 3,496 |
Total stockholders' equity | 239,386 | 238,387 |
Total liabilities and stockholders' equity | 1,178,694 | 910,487 |
Common Class A [Member] | ||
Stockholders' Equity | ||
Common stock | 333 | 329 |
Common Class B [Member] | ||
Stockholders' Equity | ||
Common stock | $ 157 | $ 155 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Allowance | $ 75 | $ 59 |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 140,000,000 | 140,000,000 |
Common stock, shares issued (in shares) | 33,278,230 | 32,859,292 |
Common stock, shares outstanding (in shares) | 33,278,230 | 32,859,292 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 35,000,000 | 35,000,000 |
Common stock, shares issued (in shares) | 15,687,101 | 15,486,560 |
Common stock, shares outstanding (in shares) | 15,687,101 | 15,486,560 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues | ||||
Revenue | $ 428,503 | $ 460,227 | $ 1,257,728 | $ 1,335,693 |
Operating expenses | ||||
Salaries, wages, and benefits | 134,887 | 128,117 | 389,971 | 400,742 |
Fuel and fuel taxes | 47,460 | 57,423 | 141,738 | 173,516 |
Vehicle rents | 19,470 | 19,497 | 57,025 | 58,912 |
Depreciation and amortization, net of (gain) loss on sale of property | 26,684 | 24,541 | 74,498 | 73,396 |
Operating expenses and supplies | 29,525 | 30,538 | 87,438 | 89,402 |
Insurance premiums and claims | 19,570 | 25,128 | 63,189 | 64,463 |
Operating taxes and licenses | 3,533 | 3,522 | 10,112 | 10,432 |
Communications and utilities | 2,209 | 2,258 | 6,659 | 7,149 |
General and other operating expenses | 19,450 | 16,579 | 54,044 | 49,728 |
Gain on sale of subsidiary | (670) | |||
Total operating expenses | 425,221 | 437,335 | 1,233,021 | 1,277,929 |
Operating income | 3,282 | 22,892 | 24,707 | 57,764 |
Other expense (income) | ||||
Interest expense, net | 5,467 | 4,815 | 16,366 | 29,771 |
Early extinguishment of debt | 7,753 | |||
Equity in loss of affiliated companies | 91 | 73 | 270 | 250 |
Other, net | (133) | 26 | 34 | |
Nonoperating Income (Expense), Total | (5,558) | (4,755) | (16,662) | (37,808) |
Income before income tax provision | (2,276) | 18,137 | 8,045 | 19,956 |
Income tax provision | (813) | 1,679 | 1,503 | 1,081 |
Net total and comprehensive income (loss) | (1,463) | 16,458 | 6,542 | 18,875 |
Net total and comprehensive income (loss) attributable to noncontrolling interest | (17) | 329 | 595 | 972 |
Net total and comprehensive income(loss) attributable to controlling interest | $ (1,446) | $ 16,129 | $ 5,947 | $ 17,903 |
Earnings (loss) per share | ||||
Basic earnings (loss) per share (in dollars per share) | $ (0.03) | $ 0.33 | $ 0.12 | $ 0.77 |
Basic weighted average shares outstanding (in shares) | 48,984 | 48,296 | 48,709 | 23,118 |
Diluted earnings (loss) per share (in dollars per share) | $ (0.03) | $ 0.33 | $ 0.12 | $ 0.76 |
Diluted weighted average shares outstanding (in shares) | 48,984 | 49,597 | 49,289 | 23,638 |
Cargo and Freight [Member] | ||||
Revenues | ||||
Revenue | $ 386,666 | $ 413,887 | $ 1,133,162 | $ 1,199,553 |
Fuel Surcharge [Member] | ||||
Revenues | ||||
Revenue | 41,837 | 46,340 | 124,566 | 136,140 |
Shipping and Handling [Member] | ||||
Operating expenses | ||||
Purchased transportation | $ 122,433 | $ 129,732 | $ 349,017 | $ 350,189 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Operating activities | ||
Net income | $ 6,542 | $ 18,875 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Early extinguishment of debt | 7,753 | |
Deferred income tax provision | 1,018 | 3,458 |
Depreciation and amortization | 68,813 | 68,687 |
Losses on sale of equipment | 5,685 | 4,709 |
Share based compensation | 2,810 | 1,356 |
Other | 783 | (2,091) |
Interest paid (received) in kind | (7,516) | |
Gain on sale of subsidiary | (670) | |
Changes in operating assets and liabilities: | ||
Receivables | (5,650) | (30,102) |
Prepaid insurance and licenses | (12,189) | (9,754) |
Operating supplies | (443) | (96) |
Other assets | (4,800) | (4,190) |
Accounts payable and other accrued liabilities | 22,076 | (11,531) |
Accrued wages and benefits | (729) | 5,304 |
Net cash provided by operating activities | 83,246 | 44,862 |
Investing activities | ||
Payments for purchases of property and equipment | (127,899) | (125,556) |
Proceeds from sales of property and equipment | 33,301 | 36,915 |
Other | (2,000) | (500) |
Sale of subsidiary, net of cash | (6,432) | |
Net cash used in investing activities | (103,030) | (89,141) |
Financing activities | ||
Borrowings under lines of credit | 56,200 | 219,332 |
Payments under lines of credit | (53,300) | (248,665) |
Borrowings under long-term debt | 78,803 | 289,943 |
Payments of long-term debt | (73,472) | (464,375) |
Payments of financing costs and original issue discount | (170) | (4,162) |
Proceeds from IPO, net of issuance costs | 246,685 | |
Payments of long-term consideration for business acquisition | (990) | (1,010) |
Purchase of noncontrolling interest | (8,659) | |
Tax withholding related to net share settlement of restricted stock awards | (44) | |
Proceeds from issuance of common stock under ESPP | 349 | |
Repurchase of membership units | (217) | |
Book overdraft | 3,833 | 3,626 |
Net cash provided by financing activities | 2,550 | 41,157 |
Change in cash previously included in assets held for sale | 11,784 | |
Net change in cash and cash equivalents | (5,450) | (3,122) |
Cash and cash equivalents: | ||
Beginning of period | 9,892 | 9,232 |
End of period | 4,442 | 6,110 |
Supplemental disclosure of cash flow information | ||
Cash paid during the year for interest | 16,102 | 42,306 |
Cash paid during the year for income taxes | 311 | 1,368 |
Supplemental disclosure of significant noncash investing and financing activities | ||
Debt obligations relieved in conjunction with the divestiture of Xpress Internacional | 7,109 | |
Property and equipment amounts accrued in accounts payable | 1,622 | |
Capital lease extinguishments | 40 | 1,096 |
Uncollected proceeds from asset sales | $ 1,607 | $ 231 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Additional Paid-in Capital [Member]Common Class A [Member] | Additional Paid-in Capital [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member]Common Class A [Member] | Retained Earnings [Member]Common Class B [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Adoption of ASU | $ 1,459 | $ 1,459 | ||||||||
Temporary Equity, Beginning Balance at Dec. 31, 2017 | 3,281 | |||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Share-based compensation | 208 | |||||||||
Dividend of repurchased member units | (51) | |||||||||
Temporary Equity, Ending Balance at Mar. 31, 2018 | 3,438 | |||||||||
Stockholders' Equity, Beginning Balance at Dec. 31, 2017 | $ 64 | $ 1 | (43,459) | $ 2,289 | (41,105) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | 1,159 | 223 | 1,382 | |||||||
Stockholders' Equity, Ending Balance at Mar. 31, 2018 | 64 | 1 | (40,841) | 2,512 | (38,264) | |||||
Temporary Equity, Beginning Balance at Dec. 31, 2017 | 3,281 | |||||||||
Stockholders' Equity, Beginning Balance at Dec. 31, 2017 | 64 | 1 | (43,459) | 2,289 | (41,105) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | 18,875 | |||||||||
Stockholders' Equity, Ending Balance at Sep. 30, 2018 | 328 | $ 155 | 250,920 | (24,331) | 3,261 | 230,333 | ||||
Temporary Equity, Beginning Balance at Mar. 31, 2018 | 3,438 | |||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Share-based compensation | 183 | |||||||||
Transfer from temporary equity to permanent equity | (3,455) | |||||||||
Dividend of repurchased member units | (166) | |||||||||
Stockholders' Equity, Beginning Balance at Mar. 31, 2018 | 64 | 1 | (40,841) | 2,512 | (38,264) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share based compensation | 238 | 238 | ||||||||
Shares cancelled, value | (64) | 64 | ||||||||
Issuance of shares in reorganization, value | 160 | 155 | $ (11) | $ (6) | $ (149) | $ (149) | ||||
Transfer from temporary equity to permanent equity | 3,455 | 3,455 | ||||||||
Shares issued, value | 167 | 246,931 | 247,098 | |||||||
Vesting of restricted units | 1 | (1) | ||||||||
Net income | 615 | 420 | 1,035 | |||||||
Stockholders' Equity, Ending Balance at Jun. 30, 2018 | 328 | 155 | 250,607 | (40,460) | 2,932 | 213,562 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share based compensation | 727 | 727 | ||||||||
Shares issued, value | (414) | (414) | ||||||||
Net income | 16,129 | 329 | 16,458 | |||||||
Stockholders' Equity, Ending Balance at Sep. 30, 2018 | 328 | 155 | 250,920 | (24,331) | 3,261 | 230,333 | ||||
Stockholders' Equity, Beginning Balance at Dec. 31, 2018 | 329 | 155 | 251,742 | (17,335) | 3,496 | 238,387 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share based compensation | 856 | 856 | ||||||||
Vesting of restricted units | 1 | (39) | (38) | |||||||
Net income | 4,721 | 298 | 5,019 | |||||||
Stockholders' Equity, Ending Balance at Mar. 31, 2019 | 329 | 156 | 252,559 | (12,614) | 3,794 | 244,224 | ||||
Stockholders' Equity, Beginning Balance at Dec. 31, 2018 | 329 | 155 | 251,742 | (17,335) | 3,496 | 238,387 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income | 6,542 | |||||||||
Stockholders' Equity, Ending Balance at Sep. 30, 2019 | 333 | 157 | 249,665 | (11,388) | 619 | 239,386 | ||||
Stockholders' Equity, Beginning Balance at Mar. 31, 2019 | 329 | 156 | 252,559 | (12,614) | 3,794 | 244,224 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share based compensation | 1,024 | 1,024 | ||||||||
Vesting of restricted units | 3 | 1 | (10) | (6) | ||||||
Purchase of noncontrolling interest | (5,187) | (3,472) | (8,659) | |||||||
Net income | 2,672 | 314 | 2,986 | |||||||
Stockholders' Equity, Ending Balance at Jun. 30, 2019 | 332 | 157 | 248,386 | (9,942) | 636 | 239,569 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share based compensation | 930 | 930 | ||||||||
Issuance of common stock under ESPP | 1 | 349 | 350 | |||||||
Net income | (1,446) | (17) | (1,463) | |||||||
Stockholders' Equity, Ending Balance at Sep. 30, 2019 | $ 333 | $ 157 | $ 249,665 | $ (11,388) | $ 619 | $ 239,386 |
Consolidated Statement Of Sto_2
Consolidated Statement Of Stockholders' Equity (Deficit) (Parenthetical) | 3 Months Ended |
Jun. 30, 2018shares | |
Common Class A [Member] | |
Shares cancelled (in shares) | 6,384,877 |
Issuance of shares in reorganization (in shares) | 16,046,624 |
Issuance of shares (in shares) | 16,668,000 |
Common Class B [Member] | |
Issuance of shares in reorganization (in shares) | 15,486,560 |
Organization and Operations
Organization and Operations | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | 1. Organization and Operations U.S. Xpress Enterprises, Inc. and its consolidated subsidiaries (collectively, the “Company”, “we”, “us”, “our”, and similar expressions) provide transportation services throughout the United States, with a focus in the densely populated and economically diverse eastern half of the United States. The Company offers its customers a broad portfolio of services using its own asset-based truckload fleet and third-party carriers through our non-asset-based truck brokerage network. The Company has two reportable segments, Truckload and Brokerage. Our Truckload segment offers asset-based truckload services, including over-the-road (“OTR”) trucking and dedicated contract services. Our Brokerage segment is principally engaged in non-asset-based freight brokerage services, where loads are contracted to third-party carriers. Under our Articles of Incorporation, our authorized capital stock consists of 140,000,000 shares of Class A common stock, par value $0.01 per share, 35,000,000 shares of Class B common stock, par value $0.01 per share, and 9,333,333 shares of preferred stock, the rights and preferences of which may be designated by the Board of Directors. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned and majority owned subsidiaries. All significant intercompany transactions and accounts have been eliminated. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with Article 10 of Regulation S-X promulgated under the Securities Act of 1933, as amended. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences could be material. In the opinion of management, the accompanying financial statements include all adjustments that are necessary for a fair statement of the results of the interim periods presented, such adjustments being of a normal recurring nature. Certain information and footnote disclosures have been condensed or omitted pursuant to such rules and regulations. The December 31, 2018 balance sheet was derived from our audited balance sheet as of that date. The Company’s operating results are subject to seasonal trends when measured on a quarterly basis; therefore operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2018. Leases We determine if an arrangement is a lease or contains a lease at inception and perform an analysis to determine whether the lease is an operating lease or a finance lease. We measure right-of-use (“ROU”) assets and lease liabilities at the lease commencement date based on the present value of the remaining lease payments. As most of our leases do not provide a readily determinable implicit rate, we estimate an incremental borrowing rate based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings, and adjusting this amount based on the impact of collateral over the term of each lease. We use this rate to discount the remaining lease payments in measuring the ROU asset and lease liability. We use the implicit rate when readily determinable. We recognize lease expense for operating leases on a straight-line basis over the lease term. For our finance leases, we recognize amortization expense from the amortization of the ROU asset and interest expense on the related lease liability. We do not separate lease and nonlease components of contracts, except for certain leased information technology assets that are embedded within various service agreements. The lease components included in those agreements are included in the ROU asset and lease liability, and the amounts are not significant. Leases with an initial term of twelve months or less are not recorded on the condensed consolidated balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term. Recently Issued Accounting Standards In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017‑04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which eliminates Step 2 from the goodwill impairment testing process. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount. Under the new standard, a goodwill impairment loss is measured as the excess of the carrying value of a reporting unit over its fair value. The provisions of this update are effective for fiscal years beginning after December 15, 2019. The Company has evaluated the provisions of the pronouncement and does not expect the adoption of ASU 2017‑04 will have a material impact on the consolidated financial statements. Recently Adopted Accounting Standards In February 2016, the FASB issued ASU 2016‑02, “Leases (Topic 842),” and has subsequently issued supplemental and/or clarifying ASUs (collectively “ASC 842”), in order to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. We adopted ASC 842 using the modified retrospective approach and applied the transition provisions with an effective date as of January 1, 2019 for leases that existed on that date. Prior period results continue to be presented under ASC 840 based on the accounting originally in effect for such periods. We elected the “package of practical expedients” under ASC 842 which permits us to not reassess our historical assessments of (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. We also elected the practical expedient to not reassess certain land easements. We did not elect the use-of-hindsight practical expedient during the transition of ASC 842. Adoption of ASC 842 resulted in the recording of operating lease ROU assets and corresponding operating lease liabilities of approximately $183.0 million. The adoption of ASC 842 also resulted in increased disclosure, including qualitative and quantitative disclosures about the nature, amount, timing, and uncertainty of cash flows arising from leases. See the “Leases” section of this note and Note 6, Leases for additional information. |
Divesture of Xpress Internacion
Divesture of Xpress Internacional | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divesture of Xpress Internacional | 3. Divesture of Xpress Internacional In January 2019, we sold our 95% interest in Xpress Internacional. The purchase price was approximately $4.5 million in cash, a $6.0 million note receivable and approximately $2.5 million in contingent consideration related to the completion of selling 110 tractors. During the quarter ended June 30, 2019, we updated the fair value of the tractors to $1.8 million from the previously recorded $2.5 million and recorded an additional cash receivable for $1.5 million as a result of lower than expected purchase expenses at Xpress Internacional. The business met the criteria for the presentation as held for sale as of December 31, 2018. The assets of business held for sale were not material to our consolidated revenues or consolidated operating income. We recognized an impairment in the amount of $10.7 million in December 2018, related to the disposal group as the carrying value exceeded the fair value. We recognized a subsequent gain during the quarter ended June 30, 2019 of $0.7 million. |
Noncontrolling Interest
Noncontrolling Interest | 9 Months Ended |
Sep. 30, 2019 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | 4. Noncontrolling Interest In June 2019, we purchased the remaining 10% noncontrolling interest of Total Transportation of Mississippi for a purchase price of $8.7 million. The book value of the noncontrolling interest prior to the equity purchase was $3.5 million and the remaining $5.2 million was a reduction to additional paid in capital. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. Income Taxes The Company’s provision for income taxes for the nine months ended September 30, 2019 and 2018 is based on the estimated annual effective tax rate, plus discrete items. The following table presents the provision for income taxes and the effective tax rates for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Income (loss) before Income Taxes $ (2,276) $ 18,137 $ 8,045 $ 19,956 Income tax provision (benefit) (813) 1,679 1,503 1,081 Effective tax rate 35.7 % 9.3 % 18.7 % 5.4 % The difference between the Company’s effective tax rate for the three and nine months ended September 30, 2019 and 2018 and the US statutory rate of 21% primarily relates to nondeductible expenses, nontaxable insurance benefits, federal income tax credits, state income taxes (net of federal benefit), Global Intangible Low-Taxed Income earned by certain foreign subsidiaries, the effect of taxes on foreign earnings and certain discrete items. |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 6. Long-Term Debt Long-term debt at September 30, 2019 and December 31, 2018 consists of the following (in thousands): September 30, 2019 December 31, 2018 Line of credit, maturing June 2023 $ 2,900 $ — Term loan agreement, interest rate of 4.3% and 4.8% at September 30, 2019 and December 31, 2018, respectively, maturing June 2023 187,500 195,000 Revenue equipment installment notes with finance companies, weighted average interest rate of 4.7% and 5.0% at September 30, 2019 and December 31, 2018, due in monthly installments with final maturities at various dates through February 2026, secured by related revenue equipment with a net book value of $225.0 million and $197.1 million at September 30, 2019 and December 31, 2018 210,666 184,867 Mortgage note payables, interest rates ranging from 6.26% to 6.99% at September 30, 2019 and December 31, 2018 due in monthly installments with final maturities at various dates through September 2031, secured by real estate with a net book value of $20.5 million and $24.1 million at September 30, 2019 and December 31, 2018 18,041 18,861 Other 408 6,872 419,515 405,600 Less: Debt issuance costs (1,301) (1,347) Less: Current maturities of long-term debt (75,269) (106,383) $ 342,945 $ 297,870 Credit Facility In June 2018, we entered into a new credit facility (the “Credit Facility”) that contains a $150.0 million revolving component (the “Revolving Facility”) and a $200.0 million term loan component (the “Term Facility”). The Credit Facility contains an accordion feature that, so long as no event of default exists, allows us to request an increase in the borrowing amounts under the Revolving Facility or the Term Facility by a combined maximum amount of $75.0 million. Borrowings under the Credit Facility are classified as either “base rate loans” or “Eurodollar rate loans.” Base rate loans accrue interest at a base rate equal to the agent’s prime rate plus an applicable margin that was set at 1.25% through September 30, 2018 and adjusted quarterly thereafter between 0.75% and 1.50% based on our consolidated net leverage ratio. Eurodollar rate loans will accrue interest at London Interbank Offered Rate, or a comparable or successor rate approved by the administrative agent, plus an applicable margin that was set at 2.25% through September 30, 2018 and adjusted quarterly thereafter between 1.75% and 2.50% based on our consolidated net leverage ratio. The Credit Facility requires payment of a commitment fee on the unused portion of the Revolving Facility commitment of between 0.25% and 0.35% based on our consolidated net leverage ratio. In addition, the Revolving Facility includes, within its $150.0 million revolving credit facility, a letter of credit sub facility in an aggregate amount of $75.0 million and a swingline sub facility in an aggregate amount of $15.0 million. The Term Facility has scheduled quarterly principal payments between 1.25% and 2.50% of the original face amount of the Term Facility plus any additional amount borrowed pursuant to the accordion feature of the Term Facility. The Credit Facility will mature on June 18, 2023. On September 30, 2019, we entered into the First Amendment to the Credit Facility, which among other things, amended certain financial covenants to gain additional flexibility to operate our business in the normal course and continue to invest in the future. Borrowings under the Credit Facility are prepayable at any time without premium and are subject to mandatory prepayment from the net proceeds of certain asset sales and other borrowings. The Credit Facility is secured by a pledge of substantially all of our assets, excluding, among other things, certain real estate and revenue equipment financed outside the Credit Facility. The Credit Facility contains restrictive covenants including, among other things, restrictions on our ability to incur additional indebtedness or issue guarantees, to create liens on our assets, to make distributions on or redeem equity interests, to make investments, to transfer or sell properties or other assets and to engage in mergers, consolidations, or acquisitions. In addition, the Credit Facility requires us to meet specified financial ratios and tests, including a maximum leverage ratio and a minimum interest coverage ratio. At September 30, 2019, the Revolving Facility had issued collateralized letters of credit in the face amount of $31.7 million, with $2.9 million borrowings outstanding and $115.4 million available to borrow and the Term Facility had $187.5 million outstanding. The Credit Facility includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the Credit Facility may be accelerated, and the Lenders’ commitments may be terminated. At September 30, 2019, the Company was in compliance with all financial covenants prescribed by the Credit Facility. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | 7. Leases We have operating and finance leases with terms of 1 year to 10 years for certain revenue and service equipment and office and terminal facilities. The table below presents the lease-related assets and liabilities recorded on the balance sheet (in thousands): Leases Classification September 30, 2019 Assets Operating Operating lease right-of-use assets $ 250,062 Finance Property and equipment, net 17,981 Total leased assets $ 268,043 Liabilities Current Operating Current portion of operating lease liabilities $ 70,246 Finance Current maturities of long-term debt and finance leases 7,400 Noncurrent Operating Noncurrent operating lease liabilities 179,600 Finance Long-term debt and finance leases, net of current maturities 7,246 Total lease liabilities $ 264,492 The table below presents certain information related to the lease costs for finance and operating leases (in thousands): Three Months Nine Months Ended Ended Lease Cost Classification September 30, 2019 September 30, 2019 Operating lease cost Vehicle rents and General and other operating $ 19,917 $ 59,156 Finance lease cost: Amortization of finance lease assets Depreciation and amortization 760 2,365 Interest on lease liabilities Interest expense 252 848 Short-term lease cost General and other operating 1,250 2,353 Total lease cost $ 22,179 $ 64,722 Nine Months Ended September Cash Flow Information 30, 2019 Cash paid for operating leases included in operating activities $ 59,156 Cash paid for finance leases included in operating activities $ 848 Cash paid for finance leases included in financing activities $ 5,624 Operating lease right-of-use assets obtained in exchange for lease obligations $ 116,222 Operating lease right-of-use assets and liabilities relieved in conjunction with divesture of Xpress Internacional $ 2,018 Weighted‑Average Weighted- Remaining Lease Average Lease Term and Discount Rate Term (years) Discount Rate Operating leases 4.0 5.3 % Finance leases 3.3 4.6 % As of September 30, 2019, future maturities of lease liabilities were as follows (in thousands): September 30, 2019 Finance Operating 2019 $ 1,333 $ 21,375 2020 7,522 77,376 2021 4,081 66,349 2022 1,423 51,564 2023 1,423 35,572 Thereafter 296 23,728 16,078 275,964 Less: Amount representing interest (1,432) (26,118) Total $ 14,646 $ 249,846 As of December 31, 2018, minimum lease payments under capital and operating leases were as follows (in thousands): December 31, 2018 Capital Operating 2019 $ 7,797 $ 60,303 2020 7,564 42,632 2021 4,086 35,302 2022 1,427 20,751 2023 1,427 15,884 Thereafter 297 14,080 22,598 $ 188,952 Less: Amount representing interest (2,285) 20,313 Less: Current portion (6,711) $ 13,602 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies The Company is party to certain legal proceedings incidental to its business. The ultimate disposition of these matters, in the opinion of management, based in part on the advice of legal counsel, is not expected to have a materially adverse effect on the Company’s financial position or results of operations. For the cases described below, management is unable to provide a meaningful estimate of the possible loss or range of loss because, among other reasons, (1) the proceedings are in various stages; (2) damages have not been sought; (3) damages are unsupported and/or exaggerated; (4) there is uncertainty as to the outcome of the proceedings, including pending appeals; and/or (5) there are significant factual issues to be resolved. For these cases, however, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material adverse effect on our financial condition, though the outcomes could be material to our operating results for any particular period, depending, in part, upon the operating results for such period. California Wage and Hour Class Action Litigation On December 23, 2015, a class action lawsuit was filed against us and our subsidiary U.S. Xpress, Inc. in the Superior Court of California, County of San Bernardino. The case was transferred to the U.S. District Court for the Central District of California. The putative class includes current and former truck drivers employed by us who worked or work in California after the completion of their training while residing in California since December 23, 2011 to present. The case alleges that class members were not paid for off-the-clock work, were not provided duty free meal or break times, and were not paid premium pay in their absence, were not paid minimum wage for all hours worked, were not provided accurate and complete time and pay records and were not paid all accrued wages at the end of their employment, all in violation of California law. The class seeks a judgment for compensatory damages and penalties, injunctive relief, attorney fees and costs and pre- and post-judgment interest. On May 2, 2019, the court dismissed on grounds of preemption the claims alleging failure to provide duty free meal and rest breaks or to pay premium pay for failure to provide such breaks under California law. The matter is currently in discovery, and a jury trial has been requested. There is currently no trial date set. We are currently not able to predict the probable outcome or to reasonably estimate a range of potential losses, if any. We intend to vigorously defend the merits of these claims. Telephone Consumer Protection Act Claim A class action was filed against our subsidiary U.S. Xpress, Inc. in the U.S. District Court for the Western District of Virginia on December 11, 2017 and amended on March 7, 2018, alleging violations of the Telephone Consumer Protection Act, for two separate proposed classes. The putative classes included all persons within the United States to whom the Company either initiated a telephone call to a cellular telephone number using an automatic telephone dialing system or initiated a call to a residential telephone number using an artificial or pre-recorded voice at any time from December 11, 2013 to present. Prior to certification of the class, the parties reached a settlement agreement, and the court dismissed the lawsuit with prejudice on July 23, 2019. Stockholder Claims As set forth below, between November 2018 and April 2019, eight substantially similar putative securities class action complaints were filed against us and certain other defendants: five in the Circuit Court of Hamilton County, Tennessee (“Tennessee State Court Cases”), two in the U.S. District Court for the Eastern District of Tennessee (“Federal Court Cases”), and one in the Supreme Court of the State of New York (“New York State Court Case”). Two of the Tennessee State Court Cases and one of the Federal Court Cases have been voluntarily dismissed. On November 21, 2018, a putative class action complaint was filed in the Circuit Court of Hamilton County, Tennessee against us, five of our officers or directors, and the seven underwriters who participated in our June 2018 initial public offering (“IPO”), alleging violations of Sections 11 and 15 of the Securities Act of 1933 (the “Securities Act”). The class action lawsuit is based on allegations that the Company made false and/or misleading statements in the registration statement and prospectus filed with the Securities and Exchange Commission (“SEC”) in connection with the IPO. The lawsuit is purportedly brought on behalf of a putative class of all persons or entities who purchased or otherwise acquired the Company’s Class A common stock pursuant and/or traceable to the IPO, and seeks, among other things, compensatory damages, costs and expenses (including attorneys’ fees) on behalf of the putative class. On January 23, 2019, a substantially similar putative class action complaint was filed in the Circuit Court of Hamilton County, Tennessee, by a different plaintiff alleging claims under Sections 11 and 15 of the Securities Act against the same defendants as in the action commenced on November 21, 2018. On March 7, 2019, this case was voluntarily dismissed by the plaintiff. On January 30, 2019, a substantially similar putative class action complaint was filed in the Circuit Court of Hamilton County, Tennessee, by a different plaintiff alleging claims under Sections 11 and 15 of the Securities Act against the same defendants as in the action commenced on November 21, 2018, and also alleging a claim under Section 12 of the Securities Act. On February 5, 2019, a substantially similar putative class action complaint was filed in the Circuit Court of Hamilton County, Tennessee, by a different plaintiff alleging claims under Sections 11 and 15 of the Securities Act against the same defendants as in the action commenced on November 21, 2018, and also alleging a claim under Section 12 of the Securities Act. On February 6, 2019, a substantially similar putative class action complaint was filed in the Circuit Court of Hamilton County, Tennessee, by different plaintiffs alleging claims under Sections 11 and 15 of the Securities Act against the same defendants as in the action commenced on November 21, 2018. On March 19, 2019, this case was voluntarily dismissed by the plaintiff. On March 8, 2019, a substantially similar putative class action complaint was filed in the U.S. District Court for the Eastern District of Tennessee by a different plaintiff alleging claims under Sections 11 and 15 of the Securities Act against the same defendants as in the action commenced on November 21, 2018 . On May 9, 2019, this case was voluntarily dismissed by the plaintiff. On March 14, 2019, a substantially similar putative class action complaint was filed in the Supreme Court of the State of New York, County of New York, by a different plaintiff alleging claims under Sections 11 and 15 of the Securities Act against the same defendants as in the action commenced on November 21, 2018. The parties have stipulated to extend the time for defendants to respond to the complaint in this matter pending resolution of the motions to dismiss filed (or to be filed) in the remaining of the Tennessee State Court Cases and the Federal Court Cases. On April 2, 2019, a substantially similar putative class action complaint was filed in the U.S. District Court for the Eastern District of Tennessee, by a different plaintiff alleging claims under Sections 11 and 15 of the Securities Act against us and the same five of our officers and directors as in the action commenced on November 21, 2018. Unlike the previously filed complaints, this complaint did not name as defendants any of the seven underwriters who participated in our IPO; however, an amended complaint was filed on October 8, 2019 (“Amended Federal Complaint”) which added all underwriters who participated in the IPO as defendants. The three remaining Tennessee State Court Cases have been consolidated, and discovery is currently stayed pending a decision on a motion to dismiss filed by us and the other defendants. On July 18, 2019, the court presiding over the remaining of the Federal Court Cases issued an order appointing lead plaintiff and lead counsel. Pursuant to a stipulation entered in that matter, the appointed lead plaintiff filed the Amended Federal Complaint on October 8, 2019. The Amended Federal Complaint is made on behalf of a putative class that consists of all persons who purchased or otherwise acquired the Class A common stock of USX between June 14, 2018 and November 1, 2018 and who were allegedly damaged thereby. In addition, the Amended Federal Complaint alleges additional violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) against the Company, its Chief Executive Office and its Chief Financial Officer. The complaints in all the actions listed above allege that the Company made false and/or misleading statements in the registration statement and prospectus filed with the SEC in connection with the IPO, and that, as a result of such alleged statements, the plaintiffs and the members of the putative classes suffered damages. The Amended Federal Complaint additionally alleges that the Company, its Chief Executive Officer and its Chief Financial Officer made false and/or misleading statements and/or material omissions in press releases, earnings calls, investor conferences, television interviews, and filings made with the SEC subsequent to the IPO. We believe the allegations made in the complaints are without merit and intend to defend ourselves vigorously in these matters. Stockholder Derivative Action On June 7, 2019, a stockholder derivative lawsuit was filed in the District Court for Clark County, Nevada against five of our executives and all five of our independent board members (collectively, the “Individual Defendants”), and naming the Company as a nominal defendant. The complaint alleges that the Company made false and/or misleading statements in the registration statement and prospectus filed with the SEC in connection with the IPO and that the Individual Defendants breached their fiduciary duties by causing or allowing the Company to make such statements. The complaint alleges that the Company has been damaged by the alleged wrongful conduct as a result of, among other things, being subjected to the time and expense of the securities class action lawsuits that have been filed relating to the IPO. In addition to a claim for alleged breach of fiduciary duties, the lawsuit alleges claims against the Individual Defendants for unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. The parties have stipulated to a stay of this proceeding pending the filing of an answer or a dismissal in the remaining of the Tennessee State Court Cases or the Federal Court Cases. This matter is in the preliminary stages of litigation and discovery has not yet begun. We are currently not able to predict the probable outcome or to reasonably estimate a range of potential losses, if any. We believe the allegations made in the complaint are without merit and intend to defend ourselves vigorously in these matters. Independent Contractor Class Action On March 26, 2019, a putative class action complaint was filed in the U.S. District Court for the Eastern District of Tennessee against us and our subsidiaries U.S. Xpress, Inc. and U.S. Xpress Leasing, Inc. The putative class includes all individuals who performed work for U.S. Xpress, Inc. or U.S. Xpress Leasing, Inc. as lease drivers from March 26, 2016 to present. The complaint alleges that independent contractors are improperly designated as such and should be designated as employees and thus subject to the Fair Labor Standards Act (“FLSA”). The complaint further alleges that U.S. Xpress, Inc.’s pay practices with regard to the putative class members violated the minimum wage provisions of the FLSA for the period from March 26, 2016 to present. The complaint further alleges that we violated the requirements of the Truth in Leasing Act with regard to the independent contractor agreements and lease purchase agreements we entered into with the putative class members. The complaint further alleges that we failed to comply with the terms of the independent contractor agreements and lease purchase agreements entered into with the putative class members, that we violated the provisions of the Tennessee Consumer Protection Act in advertising, describing and marketing the lease purchase program to the putative class members, and that we were unjustly enriched as a result of the foregoing allegations. The defendants have filed a Motion to Compel Arbitration. The matter is not yet in discovery, and we are currently not able to predict the probable outcome or to reasonably estimate a range of potential losses, if any. We believe the allegations made in the complaint are without merit and intend to defend ourselves vigorously against the complaints relating to such actions. Other The Company had letters of credit of $31.7 million outstanding as of September 30, 2019. The letters of credit are maintained primarily to support the Company’s insurance program. The Company had cancelable commitments outstanding at September 30, 2019 to acquire revenue equipment for approximately $84.5 million during the remainder of 2019 and $13.1 million in 2020. These purchase commitments are expected to be financed by long-term debt, operating leases, proceeds from sales of existing equipment, and cash flows from operations. |
Share-based Compensation
Share-based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | 9. Share-based Compensation 2018 Omnibus Incentive Plan In June 2018, the Board approved the 2018 Omnibus Incentive Plan (the “Incentive Plan”) to become effective in connection with the offering. The Company has reserved an aggregate of 3.2 million shares of its Class A common stock for issuance of awards under the Incentive Plan. Participants in the Incentive Plan will be selected by the Compensation Committee from the executive officers, directors, employees and consultants of the Company. Awards under the Incentive Plan may be made in the form of stock options, stock appreciation rights, stock awards, restricted stock units, performance awards, performance units, and any other form established by the Compensation Committee pursuant to the Incentive Plan. The following is a summary of the Incentive Plan restricted stock and restricted stock unit activity for the nine months ended September 30, 2019: Weighted Number of Average Grant Units Date Fair Value Unvested at December 31, 2018 270,742 $ 14.20 Granted 788,926 7.86 Vested (91,269) 13.26 Forfeited (127,516) 9.00 Unvested at September 30, 2019 840,883 $ 9.18 Service based restricted stock grants vest over periods of one to five years and account for 665,883 of the unvested shares. Performance based awards account for 175,000 of the unvested shares and vest based upon achievement of certain performance goals, as defined by the Company. The Company recognized compensation expense related to service based awards of $0.6 million and $1.8 million during the three and nine months ended September 30, 2019, respectively and $0.4 million for the three and nine months ended September 30, 2018. At September 30, 2019, the Company had $4.9 million in unrecognized compensation expense related to the service based restricted stock awards which is expected to be recognized over a weighted average period of approximately 2.9 years. The following is a summary of the Incentive Plan stock option activity from December 31, 2018 to September 30, 2019: Weighted Number of Average Grant Units Date Fair Value Unvested at December 31, 2018 177,260 $ 6.09 Granted 244,785 4.41 Vested (44,312) 6.09 Forfeited/Canceled (24,631) 6.09 Unvested at September 30, 2019 353,102 $ 4.93 The stock options vest over a period of four years and expire ten years from the date of grant. The Company recognized compensation expense of $0.1 million and $0.4 million during the three and nine months ended September 30, 2019, respectively and $0.1 million for the three and nine months ended September 30, 2018. The fair value of the stock options granted during 2019 was estimated using the Black-Scholes method as of the grant date using the following assumptions: Strike price $ 9.40 Risk-free interest rate 2.50 % Expected dividend yield 0 % Expected volatility 45.65 % Expected term (in years) 6.25 At September 30, 2019, the Company had $1.3 million in unrecognized compensation expense related to the stock option awards which is expected to be recognized over a weighted average period of approximately 2.9 years. Pre-IPO Restricted Stock Units The following is a summary of the activity related to restricted stock units issued prior to the IPO for the nine months ended September 30, 2019: Number of Weighted Units Average Unvested at December 31, 2018 1,401,674 $ 2.00 Vested (453,334) 1.70 Forfeited (103,893) 2.15 Unvested at September 30, 2019 844,447 $ 2.14 The vesting schedule for these restricted unit grants range from 3 to 7 years. The Company recognized compensation expense of $0.1 million and $0.4 million during the three and nine months ended September 30, 2019, respectively, and $0.2 million and $0.8 million during the three and nine months ended September 30, 2018, respectively. At September 30, 2019, the Company had approximately $1.5 million in unrecognized compensation expense related to restricted units, which is expected to be recognized over a weighted average period of approximately 4.2 years. The fair value of the restricted units and corresponding compensation expense was determined using the income approach. Employee Stock Purchase Plan In June 2018, our Employee Stock Purchase Plan became effective. The Company has reserved an aggregate of 2.3 million shares of its Class A common stock for issuance of under the ESPP. Eligible employees may elect to purchase shares of our Class A common stock through payroll deductions up to 15% of eligible compensation. The purchase price of the shares during each offering period will be 85% of the lower of the fair market value of our Class A common stock on the first trading day of each offering period or the last trading day of the offering period. The common stock will be purchased in January and July of each year. The first offering period commenced on January 1, 2019 and we recognized compensation expense of $0.1 million and $0.2 million for the three and nine months ended September 30, 2019, respectively, associated with the plan. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 10. Fair Value Measurements Accounting standards, among other things, define fair value, establish a framework for measuring fair value and expand disclosure about such fair value measurements. Assets and liabilities measured at fair value are based on one or more of three valuation techniques provided for in the standard. The standards clarify that fair value is an exit price, representing the amount that would be received to sell an asset, based on the highest and best use of the asset, or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for evaluating such assumptions, the standards establish a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value as follows: Level 1 Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs). Level 3 Unobservable inputs, only used to the extent that observable inputs are not available, reflect the Company’s assumptions about the pricing of an asset or liability. The following table summarizes liabilities measured at fair value at September 30, 2019 and December 31, 2018 (in thousands): 2019 Fair Value Input Level Liabilities Forward Contract $ — — 2018 Fair Value Input Level Liabilities Forward Contract $ 1,793 3 The following table summarizes the changes in the fair value of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) for the nine months ended September 30, 2019 and 2018 (in thousands): Nine Months Ended September 30, 2019 2018 Balance at beginning of year $ 1,793 $ 1,985 Divesture of Xpress Internacional (1,793) — Forward Contract Adjustment — 8 Balance at end of period $ — $ 1,993 At December 31, 2018, the physically settled forward contract was reclassified to long term liabilities associated with assets held for sale and in January 2019 relieved in conjunction with the disposal of Xpress Internacional. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings per share | |
Earnings per Share | 11. Earnings per Share Basic earnings per share is calculated by dividing net income attributable to common stockholders by the weighted average shares of common stock outstanding during the period, without consideration for common stock equivalents. Prior to the offering, there were no common stock equivalents which could have had a dilutive effect on earnings per share. The Company excluded 1,639,577 and 643,988 equity awards for the three and nine months ended September 30, 2019, respectively and 398,260 for the three and nine months ended September 30, 2018 as inclusion would be anti-dilutive. The basic and diluted earnings per share calculations for the three and nine months ended September 30, 2019 and 2018, respectively, are presented below (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Net income (loss) $ (1,463) $ 16,458 $ 6,542 $ 18,875 Net income (loss) attributable to noncontrolling interest (17) 329 595 972 Net income (loss) attributable to common stockholders $ (1,446) $ 16,129 $ 5,947 $ 17,903 Basic weighted average of outstanding shares of common stock 48,984 48,296 48,709 23,118 Dilutive effect of equity awards — 1,301 580 520 Diluted weighted average of outstanding shares of common stock 48,984 49,597 49,289 23,638 Basic earnings (loss) per share $ (0.03) $ 0.33 $ 0.12 $ 0.77 Diluted earnings (loss) per share $ (0.03) $ 0.33 $ 0.12 $ 0.76 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | 12. Segment Information The Company’s business is organized into two reportable segments, Truckload and Brokerage. The Truckload segment offers asset-based truckload services, including OTR trucking and dedicated contract services. These services are aggregated because they have similar economic characteristics and meet the aggregation criteria described in the accounting guidance for segment reporting. The Company’s OTR service offering provides solo and expedited team services through one-way movements of freight over routes throughout the United States and, prior to the divesture of Xpress Internacional, cross-border into and out of Mexico. The Company’s dedicated contract service offering devotes the use of equipment to specific customers and provides services through long-term contracts. The Company’s dedicated contract service offering provides similar freight transportation services, but does so pursuant to agreements where it makes equipment, drivers and on-site personnel available to a specific customer to address needs for committed capacity and service levels. The Company’s Brokerage segment is principally engaged in non-asset-based freight brokerage services, where it outsources the transportation of loads to third-party carriers. For this segment, the Company relies on brokerage employees to procure third-party carriers, as well as information systems to match loads and carriers. The following table summarizes our segment information (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Revenues Truckload $ 382,467 $ 395,167 $ 1,125,991 $ 1,157,731 Brokerage 46,036 65,060 131,737 177,962 Total Operating Revenue $ 428,503 $ 460,227 $ 1,257,728 $ 1,335,693 Operating Income (Loss) Truckload $ 3,345 $ 19,857 $ 20,689 $ 50,950 Brokerage (63) 3,035 4,018 6,814 Total Operating Income $ 3,282 $ 22,892 $ 24,707 $ 57,764 A measure of assets is not applicable, as segment assets are not regularly reviewed by the Chief Operating Decision Maker for evaluating performance or allocating resources. Information about the geographic areas in which the Company conducted business during the three and nine months ended September 30, 2019 and 2018 is summarized below (in thousands). Operating revenues for foreign countries include revenues for (i) shipments with an origin or destination in that country and (ii) other services provided in that country. If both the origin and destination are in a foreign country, the revenues are attributed to the country of origin. In January 2019, we disposed of our Mexican business. Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Revenues United States $ 428,503 $ 446,822 $ 1,255,356 $ 1,295,900 Foreign countries Mexico — 13,405 2,372 39,793 Total $ 428,503 $ 460,227 $ 1,257,728 $ 1,335,693 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned and majority owned subsidiaries. All significant intercompany transactions and accounts have been eliminated. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with Article 10 of Regulation S-X promulgated under the Securities Act of 1933, as amended. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences could be material. In the opinion of management, the accompanying financial statements include all adjustments that are necessary for a fair statement of the results of the interim periods presented, such adjustments being of a normal recurring nature. Certain information and footnote disclosures have been condensed or omitted pursuant to such rules and regulations. The December 31, 2018 balance sheet was derived from our audited balance sheet as of that date. The Company’s operating results are subject to seasonal trends when measured on a quarterly basis; therefore operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2018. |
Lessee, Leases [Policy Text Block] | Leases We determine if an arrangement is a lease or contains a lease at inception and perform an analysis to determine whether the lease is an operating lease or a finance lease. We measure right-of-use (“ROU”) assets and lease liabilities at the lease commencement date based on the present value of the remaining lease payments. As most of our leases do not provide a readily determinable implicit rate, we estimate an incremental borrowing rate based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings, and adjusting this amount based on the impact of collateral over the term of each lease. We use this rate to discount the remaining lease payments in measuring the ROU asset and lease liability. We use the implicit rate when readily determinable. We recognize lease expense for operating leases on a straight-line basis over the lease term. For our finance leases, we recognize amortization expense from the amortization of the ROU asset and interest expense on the related lease liability. We do not separate lease and nonlease components of contracts, except for certain leased information technology assets that are embedded within various service agreements. The lease components included in those agreements are included in the ROU asset and lease liability, and the amounts are not significant. Leases with an initial term of twelve months or less are not recorded on the condensed consolidated balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Standards In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017‑04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which eliminates Step 2 from the goodwill impairment testing process. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount. Under the new standard, a goodwill impairment loss is measured as the excess of the carrying value of a reporting unit over its fair value. The provisions of this update are effective for fiscal years beginning after December 15, 2019. The Company has evaluated the provisions of the pronouncement and does not expect the adoption of ASU 2017‑04 will have a material impact on the consolidated financial statements. Recently Adopted Accounting Standards In February 2016, the FASB issued ASU 2016‑02, “Leases (Topic 842),” and has subsequently issued supplemental and/or clarifying ASUs (collectively “ASC 842”), in order to increase transparency and comparability by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. We adopted ASC 842 using the modified retrospective approach and applied the transition provisions with an effective date as of January 1, 2019 for leases that existed on that date. Prior period results continue to be presented under ASC 840 based on the accounting originally in effect for such periods. We elected the “package of practical expedients” under ASC 842 which permits us to not reassess our historical assessments of (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. We also elected the practical expedient to not reassess certain land easements. We did not elect the use-of-hindsight practical expedient during the transition of ASC 842. Adoption of ASC 842 resulted in the recording of operating lease ROU assets and corresponding operating lease liabilities of approximately $183.0 million. The adoption of ASC 842 also resulted in increased disclosure, including qualitative and quantitative disclosures about the nature, amount, timing, and uncertainty of cash flows arising from leases. See the “Leases” section of this note and Note 6, Leases for additional information. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Income (loss) before Income Taxes $ (2,276) $ 18,137 $ 8,045 $ 19,956 Income tax provision (benefit) (813) 1,679 1,503 1,081 Effective tax rate 35.7 % 9.3 % 18.7 % 5.4 % |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | September 30, 2019 December 31, 2018 Line of credit, maturing June 2023 $ 2,900 $ — Term loan agreement, interest rate of 4.3% and 4.8% at September 30, 2019 and December 31, 2018, respectively, maturing June 2023 187,500 195,000 Revenue equipment installment notes with finance companies, weighted average interest rate of 4.7% and 5.0% at September 30, 2019 and December 31, 2018, due in monthly installments with final maturities at various dates through February 2026, secured by related revenue equipment with a net book value of $225.0 million and $197.1 million at September 30, 2019 and December 31, 2018 210,666 184,867 Mortgage note payables, interest rates ranging from 6.26% to 6.99% at September 30, 2019 and December 31, 2018 due in monthly installments with final maturities at various dates through September 2031, secured by real estate with a net book value of $20.5 million and $24.1 million at September 30, 2019 and December 31, 2018 18,041 18,861 Other 408 6,872 419,515 405,600 Less: Debt issuance costs (1,301) (1,347) Less: Current maturities of long-term debt (75,269) (106,383) $ 342,945 $ 297,870 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of Components of Lease Assets and Liabilities [Table Text Block] | Leases Classification September 30, 2019 Assets Operating Operating lease right-of-use assets $ 250,062 Finance Property and equipment, net 17,981 Total leased assets $ 268,043 Liabilities Current Operating Current portion of operating lease liabilities $ 70,246 Finance Current maturities of long-term debt and finance leases 7,400 Noncurrent Operating Noncurrent operating lease liabilities 179,600 Finance Long-term debt and finance leases, net of current maturities 7,246 Total lease liabilities $ 264,492 |
Lease, Cost [Table Text Block] | Three Months Nine Months Ended Ended Lease Cost Classification September 30, 2019 September 30, 2019 Operating lease cost Vehicle rents and General and other operating $ 19,917 $ 59,156 Finance lease cost: Amortization of finance lease assets Depreciation and amortization 760 2,365 Interest on lease liabilities Interest expense 252 848 Short-term lease cost General and other operating 1,250 2,353 Total lease cost $ 22,179 $ 64,722 |
Schedule of Leases Cash Flow Information [Table Text Block] | Nine Months Ended September Cash Flow Information 30, 2019 Cash paid for operating leases included in operating activities $ 59,156 Cash paid for finance leases included in operating activities $ 848 Cash paid for finance leases included in financing activities $ 5,624 Operating lease right-of-use assets obtained in exchange for lease obligations $ 116,222 Operating lease right-of-use assets and liabilities relieved in conjunction with divesture of Xpress Internacional $ 2,018 |
Lease, Term and Discount Rate [Table Text Block] | Weighted‑Average Weighted- Remaining Lease Average Lease Term and Discount Rate Term (years) Discount Rate Operating leases 4.0 5.3 % Finance leases 3.3 4.6 % |
Operating and Finance Lease, Liability, Maturity [Table Text Block] | September 30, 2019 Finance Operating 2019 $ 1,333 $ 21,375 2020 7,522 77,376 2021 4,081 66,349 2022 1,423 51,564 2023 1,423 35,572 Thereafter 296 23,728 16,078 275,964 Less: Amount representing interest (1,432) (26,118) Total $ 14,646 $ 249,846 |
Contractual Obligation, Fiscal Year Maturity [Table Text Block] | December 31, 2018 Capital Operating 2019 $ 7,797 $ 60,303 2020 7,564 42,632 2021 4,086 35,302 2022 1,427 20,751 2023 1,427 15,884 Thereafter 297 14,080 22,598 $ 188,952 Less: Amount representing interest (2,285) 20,313 Less: Current portion (6,711) $ 13,602 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Nonvested Restricted Stock Shares Activity [Table Text Block] | Weighted Number of Average Grant Units Date Fair Value Unvested at December 31, 2018 270,742 $ 14.20 Granted 788,926 7.86 Vested (91,269) 13.26 Forfeited (127,516) 9.00 Unvested at September 30, 2019 840,883 $ 9.18 |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Weighted Number of Average Grant Units Date Fair Value Unvested at December 31, 2018 177,260 $ 6.09 Granted 244,785 4.41 Vested (44,312) 6.09 Forfeited/Canceled (24,631) 6.09 Unvested at September 30, 2019 353,102 $ 4.93 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Strike price $ 9.40 Risk-free interest rate 2.50 % Expected dividend yield 0 % Expected volatility 45.65 % Expected term (in years) 6.25 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block] | Number of Weighted Units Average Unvested at December 31, 2018 1,401,674 $ 2.00 Vested (453,334) 1.70 Forfeited (103,893) 2.15 Unvested at September 30, 2019 844,447 $ 2.14 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping [Table Text Block] | 2019 Fair Value Input Level Liabilities Forward Contract $ — — 2018 Fair Value Input Level Liabilities Forward Contract $ 1,793 3 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Nine Months Ended September 30, 2019 2018 Balance at beginning of year $ 1,793 $ 1,985 Divesture of Xpress Internacional (1,793) — Forward Contract Adjustment — 8 Balance at end of period $ — $ 1,993 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings per share | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Net income (loss) $ (1,463) $ 16,458 $ 6,542 $ 18,875 Net income (loss) attributable to noncontrolling interest (17) 329 595 972 Net income (loss) attributable to common stockholders $ (1,446) $ 16,129 $ 5,947 $ 17,903 Basic weighted average of outstanding shares of common stock 48,984 48,296 48,709 23,118 Dilutive effect of equity awards — 1,301 580 520 Diluted weighted average of outstanding shares of common stock 48,984 49,597 49,289 23,638 Basic earnings (loss) per share $ (0.03) $ 0.33 $ 0.12 $ 0.77 Diluted earnings (loss) per share $ (0.03) $ 0.33 $ 0.12 $ 0.76 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated [Table Text Block] | Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Revenues Truckload $ 382,467 $ 395,167 $ 1,125,991 $ 1,157,731 Brokerage 46,036 65,060 131,737 177,962 Total Operating Revenue $ 428,503 $ 460,227 $ 1,257,728 $ 1,335,693 Operating Income (Loss) Truckload $ 3,345 $ 19,857 $ 20,689 $ 50,950 Brokerage (63) 3,035 4,018 6,814 Total Operating Income $ 3,282 $ 22,892 $ 24,707 $ 57,764 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Revenues United States $ 428,503 $ 446,822 $ 1,255,356 $ 1,295,900 Foreign countries Mexico — 13,405 2,372 39,793 Total $ 428,503 $ 460,227 $ 1,257,728 $ 1,335,693 |
Organization and Operations (De
Organization and Operations (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018shares | Jun. 30, 2018shares | Sep. 30, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares | |
Organization and Operations [Line Items] | ||||
Number of reportable segments | 2 | |||
Preferred stock, shares authorized (in shares) | 9,333,333 | |||
Common Class A [Member] | ||||
Organization and Operations [Line Items] | ||||
Issuance of shares (in shares) | 16,668,000 | 16,668,000 | ||
Common stock, shares authorized (in shares) | 140,000,000 | 140,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Common Class B [Member] | ||||
Organization and Operations [Line Items] | ||||
Common stock, shares authorized (in shares) | 35,000,000 | 35,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Sep. 30, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Lease, Practical Expedients, Package [true false] | true | |
Lease, Practical Expedient, Land Easement [true false] | true | |
Lease, Practical Expedient, Use of Hindsight [true false] | false | |
Operating leased asset | $ 250,062 | |
Total | $ 249,846 | |
Restatement Adjustment [Member] | Accounting Standards Update 2016-02 [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating leased asset | $ 183,000 | |
Total | $ 183,000 |
Divesture of Xpress Internaci_2
Divesture of Xpress Internacional (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2019USD ($)item | Dec. 31, 2018USD ($) | Jun. 30, 2019USD ($) | |
Tractors [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Fair value of assets held for sale | $ 2,500 | $ 1,800 | |
Xpress International [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Ownership interest, as a percent | 95.00% | ||
Cash proceeds | $ 4,500 | ||
Note received in disposal | 6,000 | 1,500 | |
Contingent consideration received in disposal | $ 2,500 | ||
Number of tractors sold | item | 110 | ||
Impairment recognized | $ 10,700 | ||
Subsequent gain | $ 700 |
Noncontrolling Interest (Detail
Noncontrolling Interest (Details) $ in Thousands | 1 Months Ended | 3 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Noncontrolling Interest [Line Items] | ||
Purchase of noncontrolling interest | $ 8,700 | $ 8,659 |
Total Transportation Of Mississippi [Member] | ||
Noncontrolling Interest [Line Items] | ||
Ownership in noncontrolling interest (as a percent) | 10.00% | 10.00% |
Additional Paid-in Capital [Member] | ||
Noncontrolling Interest [Line Items] | ||
Purchase of noncontrolling interest | $ 5,200 | $ 5,187 |
Noncontrolling Interest [Member] | ||
Noncontrolling Interest [Line Items] | ||
Purchase of noncontrolling interest | $ 3,500 | $ 3,472 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes and Effective Tax Rates (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income (loss) before Income Taxes | $ (2,276) | $ 18,137 | $ 8,045 | $ 19,956 |
Income tax provision (benefit) | $ (813) | $ 1,679 | $ 1,503 | $ 1,081 |
Effective tax rate | 35.70% | 9.30% | 18.70% | 5.40% |
Statutory income tax rate | 21.00% | 21.00% | 21.00% | 21.00% |
Long-term Debt - Components (De
Long-term Debt - Components (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 419,515 | $ 405,600 |
Less: Debt issuance costs | (1,301) | (1,347) |
Less: Current maturities of long-term debt | (75,269) | (106,383) |
Long-term debt, excluding current maturities | $ 342,945 | $ 297,870 |
Facility interest rate | 4.30% | 4.80% |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 2,900 | |
Term Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 187,500 | $ 195,000 |
Revenue equipment notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 210,666 | $ 184,867 |
Weighted average interest rate | 4.70% | 5.00% |
Collateral | $ 225,000 | $ 197,100 |
Mortgages [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 18,041 | 18,861 |
Collateral | $ 20,500 | $ 24,100 |
Mortgages [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 6.26% | 6.26% |
Mortgages [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 6.99% | 6.99% |
Other Debt [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 408 | $ 6,872 |
Long-term Debt - Other informat
Long-term Debt - Other information (Details) - USD ($) $ in Millions | 4 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Jun. 30, 2018 | |
Debt Instrument [Line Items] | ||||
Letters of credit outstanding | $ 31.7 | $ 31.7 | ||
Credit Facility [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Commitment fee, as a percent | 0.25% | |||
Credit Facility [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Commitment fee, as a percent | 0.35% | |||
Credit Facility [Member] | Base Rate Loans [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Quarterly adjustment to rate, as a percent | 0.75% | |||
Credit Facility [Member] | Base Rate Loans [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Quarterly adjustment to rate, as a percent | 1.50% | |||
Credit Facility [Member] | Base Rate Loans [Member] | Prime Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate, as a percent | 1.25% | |||
Credit Facility [Member] | Eurodollar Rate Loans [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Quarterly adjustment to rate, as a percent | 1.75% | |||
Credit Facility [Member] | Eurodollar Rate Loans [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Quarterly adjustment to rate, as a percent | 2.50% | |||
Credit Facility [Member] | Eurodollar Rate Loans [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate, as a percent | 2.25% | |||
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity | $ 150 | $ 150 | $ 150 | |
Letters of credit outstanding | 31.7 | 31.7 | ||
Amount available to borrow | 115.4 | 115.4 | ||
Amount outstanding | 2.9 | 2.9 | ||
Letter of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity | 75 | 75 | ||
Swingline Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity | 15 | 15 | ||
Term Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity | $ 200 | |||
Amount outstanding | $ 187.5 | 187.5 | ||
Term Facility [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Periodic payment, as a percentage of face amount | 1.25% | |||
Term Facility [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Periodic payment, as a percentage of face amount | 2.50% | |||
Accordion Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity | $ 75 | $ 75 |
Leases (Details)
Leases (Details) | Sep. 30, 2019 |
Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
Operating lease term | 1 year |
Finance lease Term | 1 year |
Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Operating lease term | 10 years |
Finance lease Term | 10 years |
Leases - Assets and Liabilities
Leases - Assets and Liabilities (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Leases [Abstract] | |
Operating leased asset | $ 250,062 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Operating leased asset |
Finance leased asset | $ 17,981 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap_PropertyPlantAndEquipmentNet |
Total leased assets | $ 268,043 |
Operating lease liabilities, current | $ 70,246 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Operating lease liabilities, current |
Finance lease liabilities, current | $ 7,400 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:LongTermDebtAndCapitalLeaseObligationsCurrent |
Operating lease liabilities, noncurrent | $ 179,600 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Operating lease liabilities, noncurrent |
Finance lease liabilities, noncurrent | $ 7,246 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Longterm Debt Gross And Finance Leases Noncurrent |
Total lease liabilities | $ 264,492 |
Leases - Cost (Details)
Leases - Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Total lease cost | $ 22,179 | $ 64,722 |
Vehicle Rents and General and Other Operating [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | 19,917 | 59,156 |
Depreciation and Amortization [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Amortization of finance lease assets | 760 | 2,365 |
Interest Expense [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Interest on lease liabilities | 252 | 848 |
General and Other Operating [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Short-term lease cost | $ 1,250 | $ 2,353 |
Leases - Cash Flow Information
Leases - Cash Flow Information (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Lessee Disclosure [Abstract] | |
Cash paid for operating leases included in operating activities | $ 59,156 |
Cash paid for finance leases included in operating activities | 848 |
Cash paid for finance leases included in financing activities | 5,624 |
Operating lease right-of-use assets obtained in exchange for lease obligations | 116,222 |
Operating lease right-of-use assets and liabilities relieved in conjunction with divestiture | $ 2,018 |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rate (Details) | Sep. 30, 2019 |
Lessee Disclosure [Abstract] | |
Weighted average remaining lease term, operating leases | 4 years |
Discount rate, operating leases (as a percent) | 5.30% |
Weighted average remaining lease term, finance leases | 3 years 3 months 18 days |
Discount rate, finance leases (as a percent) | 4.60% |
Leases - Futures maturities of
Leases - Futures maturities of Lease Liabilities (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Finance Lease, Liability, Payment, Due [Abstract] | |
2019 | $ 1,333 |
2020 | 7,522 |
2021 | 4,081 |
2022 | 1,423 |
2023 | 1,423 |
Thereafter | 296 |
Finance Lease, Liability, Payment, Due, Total | 16,078 |
Less: Amount representing interest | (1,432) |
Total | 14,646 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2019 | 21,375 |
2020 | 77,376 |
2021 | 66,349 |
2022 | 51,564 |
2023 | 35,572 |
Thereafter | 23,728 |
Lessee, Operating Lease, Liability, Payments, Due, Total | 275,964 |
Less: Amount representing interest | (26,118) |
Total | $ 249,846 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments - ASC840 (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2019 | $ 7,797 |
2020 | 7,564 |
2021 | 4,086 |
2022 | 1,427 |
2023 | 1,427 |
Thereafter | 297 |
Capital Leases, Future Minimum Payments Due, Total | 22,598 |
Less: Amount representing interest | (2,285) |
Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments, Total | 20,313 |
Less: Current portion, pre-adoption | (6,711) |
Capital Lease Obligations, Noncurrent, Total, pre-adoption | 13,602 |
Operating lease maturities ASC840 | |
2019 | 60,303 |
2020 | 42,632 |
2021 | 35,302 |
2022 | 20,751 |
2023 | 15,884 |
Thereafter | 14,080 |
Operating Leases, Future Minimum Payments Due, Total | $ 188,952 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jun. 07, 2019item | Apr. 02, 2019item | Nov. 21, 2018item | Mar. 07, 2018item | Apr. 30, 2019item | Sep. 30, 2019USD ($)item |
Loss Contingencies [Line Items] | ||||||
Number of proposed classes filing claims | 2 | |||||
Letters of credit outstanding | $ | $ 31.7 | |||||
Remaining purchase obligation, remainder of year | $ | 84.5 | |||||
Remaining purchase obligation, 2020 | $ | $ 13.1 | |||||
Telephone Consumer Protection Act Claim [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Number of claims consolidated | 3 | |||||
Stockholder Claims [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Number of claims | 8 | |||||
Tennessee State Court Cases [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Number of claims | 5 | |||||
Number of claims dismissed | 2 | |||||
Number of officers | 5 | 5 | ||||
Number of underwriters | 7 | |||||
Federal Court Cases [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Number of claims | 2 | |||||
Number of claims dismissed | 1 | |||||
New York State Court Case [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Number of claims | 1 | |||||
Stockholder Derivative Action Filed In Nevada [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Number of officers | 5 | |||||
Number of board members | 5 |
Share-based Compensation - Omni
Share-based Compensation - Omnibus Incentive Plan (Details) - The 2018 Omnibus Incentive Plan [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares reserved for future issuance, in shares | 3,200,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Unvested, beginning balance (in shares) | 270,742 | |
Granted, number of shares (in shares) | 788,926 | |
Vested, number of shares (in shares) | (91,269) | |
Forfeited, number of shares (in shares) | (127,516) | |
Unvested, ending balance (in shares) | 840,883 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Unvested, weighted average, beginning (in dollars per share) | $ 14.20 | |
Granted, weighted average grant date fair value (in dollars per share) | 7.86 | |
Vested, weighted average grant date fair value (in dollars per share) | 13.26 | |
Forfeited, weighted average grant date fair value (in dollars per share) | 9 | |
Unvested, weighted average, ending (in dollars per share) | $ 9.18 |
Share-based Compensation - Om_2
Share-based Compensation - Omnibus Plan Other Information (Details) - The 2018 Omnibus Incentive Plan [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unvested, ending balance (in shares) | 840,883 | 840,883 | ||
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 5 years | |||
Performance Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unvested, ending balance (in shares) | 175,000 | 175,000 | ||
Service-Based Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unvested, ending balance (in shares) | 665,883 | 665,883 | ||
Share-based compensation recognized cost | $ 0.6 | $ 0.4 | $ 1.8 | $ 0.4 |
Unrecognized amount | $ 4.9 | $ 4.9 | ||
Unrecognized cost, period for recognition | 2 years 10 months 24 days |
Share-based Compensation - Stoc
Share-based Compensation - Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested, beginning balance (in shares) | shares | 177,260 |
Granted (in shares) | shares | 244,785 |
Vested (in shares) | shares | (44,312) |
Forfeited/Canceled (in shares) | shares | (24,631) |
Unvested, ending balance (in shares) | shares | 353,102 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested, weighted average grant date fair value (in dollars per share) | $ / shares | $ 6.09 |
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | 4.41 |
Vested, weighted average grant date fair value (in dollars per share) | $ / shares | 6.09 |
Forfeited/Canceled, weighted average grant date fair value (in dollars per share) | $ / shares | 6.09 |
Unvested, weighted average grant date fair value (in dollars per share) | $ / shares | $ 4.93 |
Share-based Compensation - Opti
Share-based Compensation - Options Information and Valuation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Unrecognized amount, options | $ 1.3 | $ 1.3 | ||
Share-based Payment Arrangement, Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Expiration period | 10 years | |||
Share-based compensation recognized cost | $ 0.1 | $ 0.1 | $ 0.4 | $ 0.1 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Strike price (in dollars per share) | $ 9.40 | $ 9.40 | ||
Risk-free interest rate | 2.50% | |||
Expected dividend yield | 0.00% | |||
Expected volatility | 45.65% | |||
Expected term (in years) (Year) | 6 years 3 months | |||
Unrecognized cost, period for recognition | 2 years 10 months 24 days |
Share-Based Compensation - Pre-
Share-Based Compensation - Pre-IPO Restricted Stock Plan (Details) - Pre-IPO Restricted Stock Plan [Member] - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Unvested, beginning balance (in shares) | 1,401,674 | |||
Vested, number of shares (in shares) | (453,334) | |||
Forfeited, number of shares (in shares) | (103,893) | |||
Unvested, ending balance (in shares) | 844,447 | 844,447 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Unvested, weighted average, beginning (in dollars per share) | $ 2 | |||
Vested, weighted average grant date fair value (in dollars per share) | 1.70 | |||
Forfeited, weighted average grant date fair value (in dollars per share) | 2.15 | |||
Unvested, weighted average, ending (in dollars per share) | $ 2.14 | $ 2.14 | ||
Share-based compensation recognized cost | $ 0.1 | $ 0.2 | $ 0.4 | $ 0.8 |
Unrecognized amount | $ 1.5 | $ 1.5 | ||
Unrecognized cost, period for recognition | 4 years 2 months 12 days | |||
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Vesting period | 3 years | |||
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Vesting period | 7 years |
Share-based Compensation - ESPP
Share-based Compensation - ESPP (Details) - Employee Stock Purchase Plan [Member] shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2018shares | |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Shares reserved for future issuance, in shares | shares | 2.3 | ||
Purchase election as percentage of compensation | 15 | ||
Purchase price per share, as percentage of fair market value | 85 | ||
Share-based compensation recognized cost | $ | $ 0.1 | $ 0.2 |
Fair Value Measurements - Liabi
Fair Value Measurements - Liabilities Measured at Fair Value (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Fair Value, Inputs, Level 3 [Member] | Forward Contracts [Member] | |
Derivative [Line Items] | |
Derivative liabilities | $ 1,793 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value of Assets and Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | ||
Balance at beginning of year | $ 1,793 | $ 1,985 |
Divestiture of Xpress Internacional | $ (1,793) | |
Forward Contract Adjustment | 8 | |
Balance at end of period | $ 1,993 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
May 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings per share | |||||
Antidilutive securities excluded from computation of earnings per share | 0 | 1,639,577 | 398,260 | 643,988 | 398,260 |
Earnings Per Share - Basic and
Earnings Per Share - Basic and Diluted Per Share Calculations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings per share | ||||||||
Net income (loss) | $ (1,463) | $ 2,986 | $ 5,019 | $ 16,458 | $ 1,035 | $ 1,382 | $ 6,542 | $ 18,875 |
Net total and comprehensive income (loss) attributable to noncontrolling interest | (17) | 329 | 595 | 972 | ||||
Net total and comprehensive income(loss) attributable to controlling interest | $ (1,446) | $ 16,129 | $ 5,947 | $ 17,903 | ||||
Basic weighted average of outstanding shares of common stock (in shares) | 48,984 | 48,296 | 48,709 | 23,118 | ||||
Dilutive effect of equity awards (in shares) | 1,301 | 580 | 520 | |||||
Diluted weighted average of outstanding shares of common stock (in shares) | 48,984 | 49,597 | 49,289 | 23,638 | ||||
Basic earnings (loss) per share (in dollars per share) | $ (0.03) | $ 0.33 | $ 0.12 | $ 0.77 | ||||
Diluted earnings (loss) per share (in dollars per share) | $ (0.03) | $ 0.33 | $ 0.12 | $ 0.76 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | 2 | |||
Revenues | ||||
Total Operating Revenue | $ 428,503 | $ 460,227 | $ 1,257,728 | $ 1,335,693 |
Operating Income | ||||
Total Operating Income (Loss) | 3,282 | 22,892 | 24,707 | 57,764 |
Truckload Segment [Member] | ||||
Revenues | ||||
Total Operating Revenue | 382,467 | 395,167 | 1,125,991 | 1,157,731 |
Operating Income | ||||
Total Operating Income (Loss) | 3,345 | 19,857 | 20,689 | 50,950 |
Brokerage Segment [Member] | ||||
Revenues | ||||
Total Operating Revenue | 46,036 | 65,060 | 131,737 | 177,962 |
Operating Income | ||||
Total Operating Income (Loss) | $ (63) | $ 3,035 | $ 4,018 | $ 6,814 |
Segment Information - Summary o
Segment Information - Summary of Geographical Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Total Operating Revenue | $ 428,503 | $ 460,227 | $ 1,257,728 | $ 1,335,693 |
UNITED STATES | ||||
Segment Reporting Information [Line Items] | ||||
Total Operating Revenue | $ 428,503 | 446,822 | 1,255,356 | 1,295,900 |
MEXICO | ||||
Segment Reporting Information [Line Items] | ||||
Total Operating Revenue | $ 13,405 | $ 2,372 | $ 39,793 |