[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Nevada | 93-0926999 | |
(State or Other Jurisdiction | (I.R.S. Employer | |
of Incorporation or organization) | Identification No.) | |
901 North Kansas Avenue, North Liberty, Iowa | 52317 | |
(Address of Principal Executive Offices) | (Zip Code) |
Yes [X] | No [ ] |
Yes [X] | No [ ] |
Large accelerated filer [X] | Accelerated filer [ ] | |
Non-accelerated filer [ ] | Smaller reporting company [ ] | Emerging growth company [ ] |
Yes [ ] | No [ X ] |
Page | |
PART I - FINANCIAL INFORMATION | |
PART II - OTHER INFORMATION | |
HEARTLAND EXPRESS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) (unaudited) | ||||||||
ASSETS | June 30, 2017 | December 31, 2016 | ||||||
CURRENT ASSETS | ||||||||
Cash and cash equivalents | $ | $ | ||||||
Trade receivables, net | ||||||||
Prepaid tires | ||||||||
Other current assets | ||||||||
Income tax receivable | ||||||||
Total current assets | ||||||||
PROPERTY AND EQUIPMENT | ||||||||
Land and land improvements | ||||||||
Buildings | ||||||||
Leasehold improvements | ||||||||
Furniture and fixtures | ||||||||
Shop and service equipment | ||||||||
Revenue equipment | ||||||||
Construction in progress | ||||||||
Property and equipment, gross | ||||||||
Less accumulated depreciation | ||||||||
Property and equipment, net | ||||||||
GOODWILL | ||||||||
OTHER INTANGIBLES, NET | ||||||||
DEFERRED INCOME TAXES, NET | ||||||||
OTHER ASSETS | ||||||||
$ | $ | |||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable and accrued liabilities | $ | $ | ||||||
Compensation and benefits | ||||||||
Insurance accruals | ||||||||
Other accruals | ||||||||
Total current liabilities | ||||||||
LONG-TERM LIABILITIES | ||||||||
Income taxes payable | ||||||||
Deferred income taxes, net | ||||||||
Insurance accruals less current portion | ||||||||
Total long-term liabilities | ||||||||
COMMITMENTS AND CONTINGENCIES (Note 14) | ||||||||
STOCKHOLDERS' EQUITY | ||||||||
Preferred stock, par value $.01; authorized 5,000 shares; none issued | ||||||||
Capital stock, common, $.01 par value; authorized 395,000 shares; issued 90,689 in 2017 and 2016; outstanding 83,297 in 2017 and 83,287 in 2016, respectively | ||||||||
Additional paid-in capital | ||||||||
Retained earnings | ||||||||
Treasury stock, at cost; 7,392 shares in 2017 and 7,402 in 2016, respectively | ( | ) | ( | ) | ||||
$ | $ |
HEARTLAND EXPRESS, INC. | ||||||||||||||||
AND SUBSIDIARIES | ||||||||||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||||||||||||||
(in thousands, except per share amounts) | ||||||||||||||||
(unaudited) | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
OPERATING REVENUE | $ | $ | $ | $ | ||||||||||||
OPERATING EXPENSES | ||||||||||||||||
Salaries, wages, and benefits | ||||||||||||||||
Rent and purchased transportation | ||||||||||||||||
Fuel | ||||||||||||||||
Operations and maintenance | ||||||||||||||||
Operating taxes and licenses | ||||||||||||||||
Insurance and claims | ||||||||||||||||
Communications and utilities | ||||||||||||||||
Depreciation and amortization | ||||||||||||||||
Other operating expenses | ||||||||||||||||
Gain on disposal of property and equipment | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Operating income | ||||||||||||||||
Interest income | ||||||||||||||||
Income before income taxes | ||||||||||||||||
Federal and state income taxes | ||||||||||||||||
Net income | $ | $ | $ | $ | ||||||||||||
Other comprehensive income, net of tax | ||||||||||||||||
Comprehensive income | $ | $ | $ | $ | ||||||||||||
Net income per share | ||||||||||||||||
Basic | $ | $ | $ | $ | ||||||||||||
Diluted | $ | $ | $ | $ | ||||||||||||
Weighted average shares outstanding | ||||||||||||||||
Basic | ||||||||||||||||
Diluted | ||||||||||||||||
Dividends declared per share | $ | $ | $ | $ |
HEARTLAND EXPRESS, INC | ||||||||||||||||||||
AND SUBSIDIARIES | ||||||||||||||||||||
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY | ||||||||||||||||||||
(in thousands, except per share amounts) | ||||||||||||||||||||
(unaudited) | ||||||||||||||||||||
Capital | Additional | |||||||||||||||||||
Stock, | Paid-In | Retained | Treasury | |||||||||||||||||
Common | Capital | Earnings | Stock | Total | ||||||||||||||||
Balance, December 31, 2016 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
Net income | ||||||||||||||||||||
Dividends on common stock, $0.04 per share | ( | ) | ( | ) | ||||||||||||||||
Stock-based compensation, net of tax | ||||||||||||||||||||
Balance, June 30, 2017 | $ | $ | $ | $ | ( | ) | $ |
HEARTLAND EXPRESS, INC. | ||||||||
AND SUBSIDIARIES | ||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
(in thousands) | ||||||||
(unaudited) | ||||||||
Six Months Ended June 30, | ||||||||
2017 | 2016 | |||||||
OPERATING ACTIVITIES | ||||||||
Net income | $ | $ | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | ||||||||
Deferred income taxes | ( | ) | ||||||
Stock-based compensation expense | ||||||||
Amortization of stock-based compensation, net of tax | ||||||||
Gain on disposal of property and equipment | ( | ) | ( | ) | ||||
Changes in certain working capital items: | ||||||||
Trade receivables | ||||||||
Prepaid expenses and other current assets | ( | ) | ||||||
Accounts payable, accrued liabilities, and accrued expenses | ( | ) | ||||||
Accrued income taxes | ( | ) | ( | ) | ||||
Net cash provided by operating activities | ||||||||
INVESTING ACTIVITIES | ||||||||
Proceeds from sale of property and equipment | ||||||||
Purchases of property and equipment, net of trades | ( | ) | ( | ) | ||||
Change in designated funds for equipment purchases | ( | ) | ||||||
Change in other assets | ||||||||
Net cash used in investing activities | ( | ) | ( | ) | ||||
FINANCING ACTIVITIES | ||||||||
Payment of cash dividends | ( | ) | ( | ) | ||||
Shares withheld for employee taxes related to stock-based compensation | ( | ) | ||||||
Repurchases of common stock | ( | ) | ||||||
Net cash used in financing activities | ( | ) | ( | ) | ||||
Net increase in cash and cash equivalents | ||||||||
CASH AND CASH EQUIVALENTS | ||||||||
Beginning of period | ||||||||
End of period | $ | $ | ||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||
Cash paid during the period for income taxes, net of refunds | $ | $ | ||||||
Noncash investing and financing activities: | ||||||||
Purchased property and equipment in accounts payable | $ | $ | ||||||
Sold revenue equipment in other current assets | $ | $ |
Amortization period (years) | Gross Amount | Accumulated Amortization | Net intangible assets | ||||||||||
(in thousands) | |||||||||||||
Customer relationships | $ | $ | $ | ||||||||||
Tradename | |||||||||||||
Covenants not to compete | |||||||||||||
$ | $ | $ |
Three months ended June 30, 2017 | ||||||||||
Net Income (numerator) | Shares (denominator) | Per Share Amount | ||||||||
Basic EPS | $ | $ | ||||||||
Effect of restricted stock | ||||||||||
Diluted EPS | $ | $ |
Three months ended June 30, 2016 | ||||||||||
Net Income (numerator) | Shares (denominator) | Per Share Amount | ||||||||
Basic EPS | $ | $ | ||||||||
Effect of restricted stock | ||||||||||
Diluted EPS | $ | $ |
Six months ended June 30, 2017 | ||||||||||
Net Income (numerator) | Shares (denominator) | Per Share Amount | ||||||||
Basic EPS | $ | $ | ||||||||
Effect of restricted stock | ||||||||||
Diluted EPS | $ | $ |
Six months ended June 30, 2016 | ||||||||||
Net Income (numerator) | Shares (denominator) | Per Share Amount | ||||||||
Basic EPS | $ | $ | ||||||||
Effect of restricted stock | ||||||||||
Diluted EPS | $ | $ |
Three Months Ended June 30, 2017 | ||||||
Number of Shares of Restricted Stock Awards (in thousands) | Weighted Average Grant Date Fair Value | |||||
Unvested at beginning of period | $ | |||||
Granted | ||||||
Vested | ( | ) | ||||
Forfeited | ||||||
Outstanding (unvested) at end of period | $ |
Six Months Ended June 30, 2017 | ||||||
Number of Shares of Restricted Stock Awards (in thousands) | Weighted Average Grant Date Fair Value | |||||
Unvested at beginning of period | $ | |||||
Granted | ||||||
Vested | ( | ) | ||||
Forfeited | ||||||
Outstanding (unvested) at end of period | $ |
Three Months Ended June 30, 2016 | ||||||
Number of Shares of Restricted Stock Awards (in thousands) | Weighted Average Grant Date Fair Value | |||||
Unvested at beginning of period | $ | |||||
Granted | ||||||
Vested | ( | ) | ||||
Forfeited | ||||||
Outstanding (unvested) at end of period | $ |
Six Months Ended June 30, 2016 | ||||||
Number of Shares of Restricted Stock Awards (in thousands) | Weighted Average Grant Date Fair Value | |||||
Unvested at beginning of period | $ | |||||
Granted | ||||||
Vested | ( | ) | ||||
Forfeited | ||||||
Outstanding (unvested) at end of period | $ |
2017 | |||
(in thousands) | |||
Balance at January 1, 2017 | $ | ||
Additions based on tax positions related to current year | |||
Additions for tax positions of prior years | |||
Reductions for tax positions of prior years | ( | ) | |
Reductions due to lapse of applicable statute of limitations | ( | ) | |
Settlements | ( | ) | |
Balance at June 30, 2017 | $ |
Three months ended June 30, | |||||||
2017 | 2016 | ||||||
Payments for tractor purchases | $ | $ | |||||
Receipts for trailer sales | |||||||
Revenue equipment lease payments | |||||||
Payments for parts and services | |||||||
Terminal lease payments | |||||||
$ | $ |
Six months ended June 30, | |||||||
2017 | 2016 | ||||||
Payments for tractor purchases | $ | $ | |||||
Receipts for trailer sales | ( | ) | ( | ) | |||
Revenue equipment lease payments | |||||||
Payments for parts and services | |||||||
Terminal lease payments | |||||||
$ | $ |
GAAP to Non-GAAP Reconciliation Schedule: | ||||||||||||||||
Operating revenue, operating revenue excluding fuel surcharge revenue, operating income, operating ratio, and adjusted operating ratio reconciliation (a) | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
(Unaudited, in thousands) | (Unaudited, in thousands) | |||||||||||||||
Operating revenue | $ | 129,616 | $ | 160,791 | $ | 259,518 | $ | 323,577 | ||||||||
Less: Fuel surcharge revenue | 14,743 | 15,341 | 29,624 | 28,434 | ||||||||||||
Operating revenue, excluding fuel surcharge revenue | 114,873 | 145,450 | 229,894 | 295,143 | ||||||||||||
Operating expenses | 108,303 | 136,284 | 218,842 | 278,820 | ||||||||||||
Less: Fuel surcharge revenue | 14,743 | 15,341 | 29,624 | 28,434 | ||||||||||||
Adjusted operating expenses | 93,560 | 120,943 | 189,218 | 250,386 | ||||||||||||
Operating income | $ | 21,313 | $ | 24,507 | $ | 40,676 | $ | 44,757 | ||||||||
Operating ratio | 83.6 | % | 84.8 | % | 84.3 | % | 86.2 | % | ||||||||
Adjusted operating ratio | 81.4 | % | 83.2 | % | 82.3 | % | 84.8 | % |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||
Operating revenue | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||
Operating expenses: | ||||||||||||
Salaries, wages, and benefits | 37.5 | % | 38.3 | % | 37.6 | % | 39.2 | % | ||||
Rent and purchased transportation | 1.4 | % | 3.8 | % | 1.8 | % | 4.0 | % | ||||
Fuel | 16.4 | % | 15.2 | % | 17.0 | % | 14.1 | % | ||||
Operations and maintenance | 5.4 | % | 4.3 | % | 4.9 | % | 4.2 | % | ||||
Operating taxes and licenses | 2.4 | % | 2.5 | % | 2.5 | % | 2.4 | % | ||||
Insurance and claims | 2.8 | % | 3.1 | % | 2.8 | % | 4.0 | % | ||||
Communications and utilities | 0.8 | % | 0.7 | % | 0.8 | % | 0.7 | % | ||||
Depreciation and amortization | 17.4 | % | 16.1 | % | 17.5 | % | 15.9 | % | ||||
Other operating expenses | 4.3 | % | 3.7 | % | 4.1 | % | 3.3 | % | ||||
Gain on disposal of property and equipment | (4.9 | )% | (2.8 | )% | (4.8 | )% | (1.8 | )% | ||||
83.6 | % | 84.8 | % | 84.3 | % | 86.2 | % | |||||
Operating income | 16.4 | % | 15.2 | % | 15.7 | % | 13.8 | % | ||||
Interest income | 0.3 | % | 0.1 | % | 0.3 | % | 0.1 | % | ||||
Income before income taxes | 16.8 | % | 15.3 | % | 15.9 | % | 13.9 | % | ||||
Income taxes | 5.5 | % | 5.1 | % | 4.9 | % | 4.4 | % | ||||
Net income | 11.3 | % | 10.2 | % | 11.0 | % | 9.5 | % |
• | Our business is subject to general economic, credit, business, and regulatory factors affecting the trucking industry that are largely out of our control, any of which could have a materially adverse effect on our operating results. |
• | Our growth may not continue at historical rates, if at all, and any decrease in revenues or profits may impair our ability to implement our business strategy, which could have a materially adverse effect on our results of operations. |
• | We operate in a highly competitive and fragmented industry, and numerous competitive factors could impair our ability to improve our profitability and could have a materially adverse effect on our results of operations. |
• | We are highly dependent on a few major customers, the loss of one or more of which could have a materially adverse effect on our business. |
• | The incurrence of indebtedness under our Credit Agreement or lack of access to other financing sources could have adverse consequences on our future operations. |
• | We have significant ongoing capital requirements that could affect our profitability if we are unable to generate sufficient cash from operations and obtain financing on favorable terms. |
• | Increased prices for new revenue equipment, design changes of new engines, decreased availability of new revenue equipment, and decreased demand for and value of used equipment could have a materially adverse effect on our business, financial condition, results of operations, and profitability. |
• | If fuel prices increase significantly, our results of operations could be adversely affected. |
• | Increases in driver compensation or difficulties in attracting and retaining qualified drivers, including independent contractors, may have a materially adverse effect on our profitability and the ability to maintain or grow our fleet. |
• | If our independent contractors are deemed by regulators or judicial process to be employees, our business, financial condition and results of operations could be adversely affected. |
• | We operate in a highly regulated industry, and changes in existing regulations or violations of existing or future regulations could have a materially adverse effect on our operations and profitability. |
• | The CSA program adopted by the FMCSA could adversely affect our profitability and operations, our ability to maintain or grow our fleet, and our customer relationships. |
• | Receipt of an unfavorable DOT safety rating could have a materially adverse effect on our operations and profitability. |
• | Compliance with various environmental laws and regulations may increase our costs of operations and non-compliance with such laws and regulations could result in substantial fines or penalties. |
• | We are exposed to risks related to our acquisition of Interstate Distributor Co. ("IDC") and we may not be able to achieve the benefits we expected at the time of the acquisition. Any failure to implement our business strategy with respect to the IDC acquisition could negatively impact our business, financial condition and results of operations. |
• | We may not make acquisitions in the future, or if we do, we may not be successful in integrating the acquired company, either of which could have a materially adverse effect on our business. |
• | If we are unable to retain our key employees or find, develop and retain a core group of managers, our business, financial condition, and results of operations could be materially adversely affected. |
• | Seasonality and the impact of weather and other catastrophic events affect our operations and profitability. |
• | We self-insure for a significant portion of our claims exposure, which could significantly increase the volatility of, and decrease the amount of, our earnings. |
• | We depend on the proper functioning and availability of our information systems and a system failure or unavailability or an inability to effectively upgrade our information systems could cause a significant disruption to our business and have a materially adverse effect on our results of operations. |
• | Concentrated ownership of our stock can influence stockholder decisions, may discourage a change in control, and may have an adverse effect on share price of our stock. |
• | Developments in labor and employment law and any unionizing efforts by employees could have a materially adverse effect on our results of operations. |
• | Litigation may adversely affect our business, financial condition, and results of operations. |
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 4. | CONTROLS AND PROCEDURES |
3.1 | Articles of Incorporation. Incorporated by reference to the Company's registration statement on Form S-1, Registration No. 33-8165, effective November 5, 1986. | ||
3.2 | Amended and Restated Bylaws. Incorporated by reference to the Company's Form 10-K, for the year ended December 31, 2007, dated February 28, 2008 | ||
3.3 | Certificate of Amendment to Articles of Incorporation. Incorporated by reference to the Company's Form 10-QA, for the quarter ended June 30, 1997, dated March 20, 1998. | ||
4.1 | Articles of Incorporation. Incorporated by reference to the Company's registration statement on Form S-1, Registration No. 33-8165, effective November 5, 1986. | ||
4.2 | Amended and Restated Bylaws. Incorporated by reference to the Company's Form 10-K, for the year ended December 31, 2007, dated February 28, 2008. | ||
4.3 | Certificate of Amendment to Articles of Incorporation. Incorporated by reference to the Company's Form 10-QA, for the quarter ended June 30, 1997, dated March 20, 1998. | ||
31.1* | Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. | ||
31.2* | Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. | ||
32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
32.2* | Certification of the Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
101.INS** | XBRL Instance Document. | ||
101.SCH** | XBRL Taxonomy Extension Schema Document | ||
101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document | ||
101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document | ||
101.LAB** | XBRL Taxonomy Extension Label Linkbase Document | ||
101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document |
HEARTLAND EXPRESS, INC. | ||
Date: | August 9, 2017 | By: /s/ John P. Cosaert |
John P. Cosaert | ||
Executive Vice President of Finance | ||
and Chief Financial Officer | ||
(Principal Accounting and Financial Officer) |
1. | I have reviewed this quarterly report on Form 10-Q of Heartland Express Inc. (the “Registrant”); | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; | |
3. | Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this quarterly report; | |
4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the Registrant and we have: | |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; | |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and | |
d) | Disclosed in this quarterly report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant's fourth fiscal quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and | |
5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s independent registered public accounting firm and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions): | |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and | |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
Date: | August 9, 2017 | By: | /s/ Michael J. Gerdin | |
Michael J. Gerdin | ||||
Chairman, President and Chief Executive Officer | ||||
(Principal Executive Officer) |
1. | I have reviewed this quarterly report on Form 10-Q of Heartland Express Inc. (the “Registrant”); | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; | |
3. | Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this quarterly report; | |
4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the Registrant and we have: | |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; | |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and | |
d) | Disclosed in this quarterly report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant's fourth fiscal quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and | |
5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s independent registered public accounting firm and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions): | |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and | |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
Date: | August 9, 2017 | By: | /s/ John P. Cosaert | |
John P. Cosaert | ||||
Executive Vice President-Finance | ||||
Treasurer and Chief Financial Officer | ||||
(Principal Accounting and Financial Officer) |
In connection with the Quarterly Report of Heartland Express, Inc. (the "Company"), on Form 10-Q for the period ended June 30, 2017 (the "Report"), filed with the Securities and Exchange Commission, I, Michael J. Gerdin, Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: | |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: | August 9, 2017 | By: | /s/ Michael J. Gerdin | |
Michael J. Gerdin | ||||
Chairman, President and Chief Executive Officer |
In connection with the Quarterly Report of Heartland Express, Inc. (the "Company"), on Form 10-Q for the period ended June 30, 2017 (the "Report"), filed with the Securities and Exchange Commission, I, John P. Cosaert, Executive Vice President, Treasurer-Finance and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: | |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: | August 9, 2017 | By: | /s/ John P. Cosaert | |
John P. Cosaert | ||||
Executive Vice President-Finance, Treasurer | ||||
and Chief Financial Officer |
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2017 |
Aug. 08, 2017 |
|
Document Information [Line Items] | ||
Entity Registrant Name | HEARTLAND EXPRESS INC | |
Entity Central Index Key | 0000799233 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2017 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 83,302,592 |
Consolidated Balance Sheets Consolidated Balance Sheets (Parentheticals) - $ / shares shares in Thousands |
Jun. 30, 2017 |
Dec. 31, 2016 |
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Consolidated Balance Sheets Parentheticals [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 5,000 | 5,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 395,000 | 395,000 |
Common Stock, Shares, Issued | 90,689 | 90,689 |
Common Stock, Shares, Outstanding | 83,297 | 83,287 |
Treasury Stock, Shares | 7,392 | 7,402 |
Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
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Income Statement [Abstract] | ||||
Operating Revenue | $ 129,616 | $ 160,791 | $ 259,518 | $ 323,577 |
Operating Expenses | ||||
Salaries, wages, and benefits | 48,642 | 61,524 | 97,621 | 126,990 |
Rent and purchased transportation | 1,820 | 6,181 | 4,682 | 12,881 |
Fuel | 21,289 | 24,394 | 43,991 | 45,588 |
Operations and maintenance | 6,961 | 6,969 | 12,830 | 13,607 |
Operating taxes and licenses | 3,143 | 3,943 | 6,435 | 7,834 |
Insurance and claims | 3,581 | 4,979 | 7,361 | 13,072 |
Communications and utilities | 1,038 | 1,060 | 2,136 | 2,265 |
Depreciation and amortization | 22,604 | 25,847 | 45,534 | 51,552 |
Other operating expenses | 5,524 | 5,898 | 10,627 | 10,831 |
Gain on disposal of property and equipment | (6,299) | (4,511) | (12,375) | (5,800) |
Total operating expenses | 108,303 | 136,284 | 218,842 | 278,820 |
Operating income | 21,313 | 24,507 | 40,676 | 44,757 |
Interest income | 424 | 109 | 713 | 184 |
Income before income taxes | 21,737 | 24,616 | 41,389 | 44,941 |
Federal and state income taxes | 7,121 | 8,248 | 12,736 | 14,196 |
Net income | 14,616 | 16,368 | 28,653 | 30,745 |
Other comprehensive income, net of tax | 0 | 0 | 0 | 0 |
Comprehensive income | $ 14,616 | $ 16,368 | $ 28,653 | $ 30,745 |
Net income per share | ||||
Basic | $ 0.18 | $ 0.20 | $ 0.34 | $ 0.37 |
Diluted | $ 0.18 | $ 0.20 | $ 0.34 | $ 0.37 |
Weighted average shares outstanding | ||||
Basic | 83,294 | 83,248 | 83,293 | 83,308 |
Diluted | 83,338 | 83,319 | 83,337 | 83,390 |
Dividends declared per share | $ 0.02 | $ 0.02 | $ 0.04 | $ 0.04 |
Consolidated Statements of Stockholders' Equity - 6 months ended Jun. 30, 2017 - USD ($) $ in Thousands |
Total |
Capital Stock, Common |
Additional Paid-in Capital |
Retained Earnings |
Treasury Stock |
---|---|---|---|---|---|
Balance at Dec. 31, 2016 | $ 505,826 | $ 907 | $ 3,433 | $ 625,668 | $ (124,182) |
Net income | 28,653 | 0 | 0 | 28,653 | 0 |
Dividends on common stock, $0.04 per share | (3,334) | 0 | 0 | (3,334) | 0 |
Stock-based compensation, net of tax | 163 | 0 | 19 | 0 | 144 |
Balance at Jun. 30, 2017 | $ 531,308 | $ 907 | $ 3,452 | $ 650,987 | $ (124,038) |
Consolidated Statement of Stockholders' Equity Parentheticals - $ / shares |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
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Dividends declared per share | $ 0.02 | $ 0.02 | $ 0.04 | $ 0.04 |
Basis of Presentation |
6 Months Ended |
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Jun. 30, 2017 | |
Basis of Presentation and Accounting Pronouncements [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | Basis of Presentation and New Accounting Pronouncements Heartland Express, Inc. (the “Company,” “we,” “us,” or “our”), is a holding company incorporated in Nevada, which owns all of the stock of Heartland Express Inc. of Iowa, Heartland Express Services, Inc., Heartland Express Maintenance Services, Inc., and A & M Express, Inc. Gordon Trucking, Inc. ("GTI") was merged into Heartland Express Inc. of Iowa effective July 1, 2016. We, and our subsidiaries, operate as one segment. We, together with our subsidiaries, are a short-to-medium haul truckload carrier (predominately 500 miles or less per load) with corporate headquarters in North Liberty, Iowa. We primarily provide nationwide asset-based dry van truckload service for major shippers from Washington to Florida and New England to California. The accompanying consolidated financial statements include the parent company, Heartland Express, Inc., and its subsidiaries, all of which are wholly owned. All material intercompany items and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and notes to the financial statements required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all normal, recurring adjustments considered necessary for a fair presentation have been included. The consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2016 included in the Annual Report on Form 10-K of the Company filed with the Securities and Exchange Commission on February 28, 2017. Interim results of operations are not necessarily indicative of the results to be expected for the full year or any other interim periods. There were no changes to the Company's significant accounting policies during the six month period ended June 30, 2017, except as noted below in regards to the accounting for employee share based payments. In May 2017, the Financial Accounting Standards Boards (FASB) issued ASU 2017-09, "Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting," to provide clarity and reduce diversity and complexity of applying the accounting guidance in Topic 718 to a change in the terms or conditions of a share-based payment award. An entity should account for the effects of a modification unless certain criteria are met. The provisions of this update are effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. Based on our initial assessment, we believe the impact of adoption of the standard will not have a material impact on our financial statements and we expect to adopt this standard prospectively for interim and annual periods beginning January 1, 2018. In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” which continues to require an entity to review indicators for impairment, perform qualitative assessments, and analyze the fair value of a reporting unit as compared to the carrying value of goodwill for potential impairment but eliminates or replaces additional tests and assessments within the prior guidance. The provisions of this update are effective for fiscal years beginning after December 15, 2019, with early adoption permitted for impairment measurement tests occurring after January 1, 2017. Based on our initial assessment, we believe the impact of adoption of the standard will not have a material impact on our financial statements. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash. The provisions of this update are effective for fiscal years beginning after December 15, 2017. Based on our initial assessment, we are unable to predict whether the amount of restricted cash to be included will be material to our statement of cash flows at this time, but we fully intend to include and explain the change in restricted cash upon adoption of the standard. Further ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The provisions of this update are effective for fiscal years beginning after December 15, 2017. Based on our initial assessment, we believe the impact of adoption of the standard will not have a material impact on our consolidated cash flows. In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments". This update requires measurement and recognition of expected versus incurred credit losses for financial assets held. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, and interim periods therein. Based on our initial assessment, we believe the impact of adoption of the standard will not have a material impact on our financial statements. In March, 2016, the FASB issued ASU 2016-09, "Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting". This update seeks to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This update was effective for the Company beginning January 1, 2017 and was adopted accordingly, including forfeitures being recorded as incurred, during the first quarter ended March 31, 2017 and for future periods. The adoption did not have a material impact on our financial statements and prior periods presented have not been adjusted. In February 2016, the FASB issued ASU 2016-02, "Leases". This update seeks to increase the transparency and comparability among entities by requiring public entities to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. To satisfy the standard’s objective, a lessee will recognize a right-of-use asset representing its right to use the underlying asset for the lease term and a lease liability for the obligation to make lease payments. Both the right-of-use asset and lease liability will initially be measured at the present value of the lease payments, with subsequent measurement dependent on the classification of the lease as either a finance or an operating lease. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. In transition, lessees are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that companies may elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. The transition guidance also provides specific guidance for sale and leaseback transactions, build-to-suit leases, leveraged leases, and amounts previously recognized in accordance with the business combinations guidance for leases. The new standard is effective for public companies for annual periods beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. Based on our initial assessment, we believed the impact of adoption of the standard would not have a material impact on our financial statements. We have not yet performed an updated assessment after July 6th, 2017, when we acquired 100% of the outstanding stock of Interstate Distributor Co. of Tacoma, Washington ("IDC"). We expect to complete an updated combined assessment and select a transition method by January 1, 2019, our date of transition. |
Use of Estimates |
6 Months Ended |
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Jun. 30, 2017 | |
Use of Estimates [Abstract] | |
Use of Estimates | Use of Estimates |
Segment Information |
6 Months Ended |
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Jun. 30, 2017 | |
Segment Information [Abstract] | |
Segment Information | Segment Information |
Cash and Cash Equivalents |
6 Months Ended |
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Jun. 30, 2017 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Prepaid Tires, Property, Equipment and Depreciation |
6 Months Ended |
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Jun. 30, 2017 | |
Property, Plant and Depreciation [Abstract] | |
Property, Equipment, and Depreciation | Prepaid Tires, Property, Equipment, and Depreciation |
Other Intangible, Net and Goodwill |
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Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets and Goodwill | Other Intangibles, Net and Goodwill All intangible assets determined to have finite lives are amortized over their estimated useful lives. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to future cash flows. There was no change in the gross amount of identifiable intangible assets during the three and six months ended June 30, 2017. Amortization expense of $0.5 million, $1.0 million and $0.5 million, $1.0 million for the three and six months ended June 30, 2017 and 2016, respectively, was included in depreciation and amortization in the consolidated statements of comprehensive income. Intangible assets subject to amortization consisted of the following at June 30, 2017:
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Earnings Per Share |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share | Earnings per Share Basic earnings per share is based upon the weighted average common shares outstanding during each year. Diluted earnings per share is based on the basic weighted earnings per share with additional weighted common shares for common stock equivalents. During the three and six months ended June 30, 2017 and June 30, 2016, we had outstanding restricted shares of common stock to certain of our employees under the Company's 2011 Restricted Stock Award Plan (the "Plan"). A reconciliation of the numerator (net income) and denominator (weighted average number of shares outstanding of the basic and diluted earnings per share ("EPS")) for the three and six months ended June 30, 2017 and June 30, 2016 is as follows (in thousands, except per share data):
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Equity |
6 Months Ended |
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Jun. 30, 2017 | |
Share Repurchases [Abstract] | |
Stockholders' Equity | Equity We have a stock repurchase program with 3.3 million shares remaining authorized for repurchase as of June 30, 2017. There were no shares repurchased in the open market during the three and six months ended June 30, 2017 and there were zero and 0.9 million shares repurchased during the same periods in 2016. Repurchases are expected to continue from time to time, as determined by market conditions, cash flow requirements, securities law limitations, and other factors, until the number of shares authorized have been repurchased, or until the authorization is terminated. The share repurchase authorization is discretionary and has no expiration date. |
Stock-Based Compensation |
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Stock-Based Compensation [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Based Compensation | Stock-Based Compensation In July 2011, a Special Meeting of Stockholders of Heartland Express, Inc. was held, at which meeting the approval of the Plan was ratified. The Plan is administered by the Compensation Committee of our Board of Directors. Per the terms of the awards, employees receiving awards will have all of the rights of a stockholder with respect to the unvested restricted shares including, but not limited to, the right to receive such cash dividends, if any, as may be declared on such shares from time to time and the right to vote such shares at any meeting of our stockholders. The Plan made available up to 0.9 million shares for the purpose of making restricted stock grants to our eligible officers and employees. Shares granted in 2013 through 2017 have various vesting terms that range from immediate to four years from the date of grant. Once vested, there are no other restrictions on the awards. Compensation expense associated with these awards is based on the market value of our stock on the grant date. Our market closing price ranged between $13.86 and $18.18 on the various grant dates for the shares granted in 2013. The Company's market close price ranged between $21.72 and $27.47 on the various grant dates during 2014, ranged between $19.93 and $27.29 on the various grant dates during 2015, and ranged between $17.06 and $18.78 on the various grant dates during 2016. The Company's market close price was $20.53 for the grant date during the six months ended June 30, 2017. There were no significant assumptions made in determining the fair value. Compensation expense associated with restricted stock awards is included in salaries, wages and benefits in the consolidated statements of comprehensive income. Compensation expense associated with restricted stock awards was $0.2 million and $0.3 million, for the three and six ended June 30, 2017. Compensation expense associated with restricted stock awards was $0.3 million and $1.0 million for the three and six ended June 30, 2016, respectively. Unrecognized compensation expense was $0.2 million at June 30, 2017 which will be recognized over a weighted average period of 1.1 years. The following tables summarize our restricted stock award activity for the three and six months ended June 30, 2017 and 2016.
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Long-Term Debt |
6 Months Ended |
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Jun. 30, 2017 | |
Line of Credit, Long-Term Debt [Abstract] | |
Long-Term Debt | Long-Term Debt In November 2013, we entered into a Credit Agreement with Wells Fargo Bank, National Association, (the “Bank”). Pursuant to the Credit Agreement, the Bank provided a five-year, $250.0 million unsecured revolving line of credit which may be used for future working capital, equipment financing, and general corporate purposes. The Bank's commitment decreased to $175.0 million on November 1, 2016 through October 31, 2018. The Credit Agreement is unsecured, with a negative pledge against all assets of our consolidated group, except for debt associated with permitted acquisitions, new purchase-money debt and capital lease obligations as described in the Credit Agreement. The Credit Agreement matures on October 31, 2018. The Borrower has the ability to terminate the commitment at any time at no additional cost to the Borrower. Borrowings under the Credit Agreement can either be, at Borrower's election, (i) one-month or three-month LIBOR (Index) plus 0.625%, floating, or (ii) Prime (Index) plus 0.0%, floating. There is a commitment fee on the unused portion of the Revolver at 0.0625%, due monthly. The Credit Agreement contains customary financial covenants including, but not limited to, (i) a maximum adjusted leverage ratio of 2:1, measured quarterly on a trailing twelve month basis, (ii) a minimum net income requirement of $1.00, measured quarterly on a trailing twelve month basis, (iii) a minimum tangible net worth of $175.0 million requirement, measured quarterly, and (iv) limitations on other indebtedness and liens. The Credit Agreement also includes customary events of default, conditions, representations and warranties, and indemnification provisions. We were in compliance with the respective financial covenants at June 30, 2017. |
Income Taxes |
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Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||
Income Taxes | Income Taxes We use the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Such amounts are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when temporary differences reverse. The effe ct of a change in tax rates on deferred taxes is recognized in the period that the change is enacted. A valuation allowance is recorded to reduce the Company's deferred tax assets to the amount that is more likely than not to be realized. We had no recorded valuation allowance at June 30, 2017 and December 31, 2016. Our effective tax rate was 32.8% and 33.5% for the three months ended and 30.8% and 31.6% for the six months ended June 30, 2017 and 2016, respectively. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We record interest and penalties related to unrecognized tax benefits in income tax expense. At June 30, 2017 and December 31, 2016, we had a total of $5.9 million and $8.8 million in gross unrecognized tax benefits, respectively included in long-term income taxes payable in the consolidated balance sheet. Of this amount, $4.0 million and $5.7 million represents the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate as of June 30, 2017 and December 31, 2016. The net decrease in unrecognized tax benefits was $1.2 million and $1.3 million during the three months ended June 30, 2017 and 2016, respectively. The net decrease in unrecognized tax benefits was $2.9 million and $1.7 million during the six months ended June 30, 2017 and 2016, respectively. The net decrease during the three and six month periods of 2017 and 2016 was mainly due to the expiration of certain statues of limitation net of additions and settlements with respective states. This had the effect of decreasing the effective state tax rate during these respective periods. The total net amount of accrued interest and penalties for such unrecognized tax benefits was $1.9 million and $3.2 million at June 30, 2017 and December 31, 2016 and is included in long-term income taxes payable in the consolidated balance sheets. Income tax expense is increased each period for the accrual of interest on outstanding positions and penalties when the uncertain tax position is initially recorded. Income tax expense is reduced in periods by the amount of accrued interest and penalties associated with reversed uncertain tax positions due to lapse of applicable statute of limitations, when applicable or when a position is settled. Net interest and penalties included in income tax expense for the three month period ended June 30, 2017 and 2016 was a net benefit of approximately $0.5 million and $0.9 million, respectively. Net interest and penalties included in income tax expense for the six month period ended June 30, 2017 and 2016 was a net benefit of approximately $1.3 million and $1.6 million, respectively. Income tax expense decreased during the three and six months ended June 30, 2017 and 2016 due to reductions for the expiration of applicable statute of limitations. These unrecognized tax benefits relate to risks associated with state income tax filing positions for our corporate subsidiaries. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
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Operating Leases |
6 Months Ended |
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Jun. 30, 2017 | |
Leases [Abstract] | |
Operating Leases | Operating Leases There were no leases for revenue equipment for the three and six months ended June 30, 2017. During 2016, we leased certain revenue equipment of which the majority of these leases were with a commercial tractor dealership, which is partially owned by one of our board members. Rent expense for these leases was $0.3 million and $0.8 million (including related-party rental payments totaling $0.3 million and $0.8 million), for the three and six months ended June 30, 2016. These expenses were included in rent and purchased transportation in the consolidated statements of comprehensive income. The leases were terminated in June 2016. |
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Related Party | Related Party We lease certain terminal facilities for operations under operating leases from certain limited liability companies, whose members include one of our board members and a commercial tractor dealership whose owners include one of our board members. The terminal facility leases have initial five year terms, purchase options and options to renew excluding the lease for Pacific, Washington location. The Pacific, Washington location contains lease renewal options and a right of first refusal on any sale of the property. We have sold trailers to the commercial tractor dealership noted above. We also had operating leases for certain revenue equipment with the commercial tractor dealership and have purchased parts and services from the same commercial tractor dealership. We owed the commercial tractor dealership $0.1 million and $0.1 million, included in accounts payable and accrued liabilities in the consolidated balance sheets at June 30, 2017 and December 31, 2016, respectively. The related payments (receipts) with related parties for the three and six months ended June 30, 2017 and 2016 (in thousands) were as follows:
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Commitments and Contingencies |
6 Months Ended |
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Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies We are a party to ordinary, routine litigation and administrative proceedings incidental to its business. In the opinion of management, our potential exposure under pending legal proceedings is adequately provided for in the accompanying consolidated financial statements. |
Subsequent Events |
6 Months Ended |
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Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events |
Basis of Presentation Basis of Presentation (Policies) |
6 Months Ended |
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Jun. 30, 2017 | |
Basis of Presentation [Abstract] | |
Basis of Presentation [Policy Text Block] | Basis of Presentation and New Accounting Pronouncements Heartland Express, Inc. (the “Company,” “we,” “us,” or “our”), is a holding company incorporated in Nevada, which owns all of the stock of Heartland Express Inc. of Iowa, Heartland Express Services, Inc., Heartland Express Maintenance Services, Inc., and A & M Express, Inc. Gordon Trucking, Inc. ("GTI") was merged into Heartland Express Inc. of Iowa effective July 1, 2016. We, and our subsidiaries, operate as one segment. We, together with our subsidiaries, are a short-to-medium haul truckload carrier (predominately 500 miles or less per load) with corporate headquarters in North Liberty, Iowa. We primarily provide nationwide asset-based dry van truckload service for major shippers from Washington to Florida and New England to California. |
New Accounting Pronouncements, Policy [Policy Text Block] | In May 2017, the Financial Accounting Standards Boards (FASB) issued ASU 2017-09, "Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting," to provide clarity and reduce diversity and complexity of applying the accounting guidance in Topic 718 to a change in the terms or conditions of a share-based payment award. An entity should account for the effects of a modification unless certain criteria are met. The provisions of this update are effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. Based on our initial assessment, we believe the impact of adoption of the standard will not have a material impact on our financial statements and we expect to adopt this standard prospectively for interim and annual periods beginning January 1, 2018. In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” which continues to require an entity to review indicators for impairment, perform qualitative assessments, and analyze the fair value of a reporting unit as compared to the carrying value of goodwill for potential impairment but eliminates or replaces additional tests and assessments within the prior guidance. The provisions of this update are effective for fiscal years beginning after December 15, 2019, with early adoption permitted for impairment measurement tests occurring after January 1, 2017. Based on our initial assessment, we believe the impact of adoption of the standard will not have a material impact on our financial statements. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash. The provisions of this update are effective for fiscal years beginning after December 15, 2017. Based on our initial assessment, we are unable to predict whether the amount of restricted cash to be included will be material to our statement of cash flows at this time, but we fully intend to include and explain the change in restricted cash upon adoption of the standard. Further ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The provisions of this update are effective for fiscal years beginning after December 15, 2017. Based on our initial assessment, we believe the impact of adoption of the standard will not have a material impact on our consolidated cash flows. In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments". This update requires measurement and recognition of expected versus incurred credit losses for financial assets held. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, and interim periods therein. Based on our initial assessment, we believe the impact of adoption of the standard will not have a material impact on our financial statements. In March, 2016, the FASB issued ASU 2016-09, "Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting". This update seeks to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This update was effective for the Company beginning January 1, 2017 and was adopted accordingly, including forfeitures being recorded as incurred, during the first quarter ended March 31, 2017 and for future periods. The adoption did not have a material impact on our financial statements and prior periods presented have not been adjusted. In February 2016, the FASB issued ASU 2016-02, "Leases". This update seeks to increase the transparency and comparability among entities by requiring public entities to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. To satisfy the standard’s objective, a lessee will recognize a right-of-use asset representing its right to use the underlying asset for the lease term and a lease liability for the obligation to make lease payments. Both the right-of-use asset and lease liability will initially be measured at the present value of the lease payments, with subsequent measurement dependent on the classification of the lease as either a finance or an operating lease. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. In transition, lessees are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients that companies may elect to apply. These practical expedients relate to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. The transition guidance also provides specific guidance for sale and leaseback transactions, build-to-suit leases, leveraged leases, and amounts previously recognized in accordance with the business combinations guidance for leases. The new standard is effective for public companies for annual periods beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. Based on our initial assessment, we believed the impact of adoption of the standard would not have a material impact on our financial statements. We have not yet performed an updated assessment after July 6th, 2017, when we acquired 100% of the outstanding stock of Interstate Distributor Co. of Tacoma, Washington ("IDC"). We expect to complete an updated combined assessment and select a transition method by January 1, 2019, our date of transition. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates |
Segment Reporting, Policy [Policy Text Block] | Segment Information We provide truckload services across the United States (U.S.) and parts of Canada. These truckload services are primarily asset-based transportation services in the dry van truckload market, and we also offer truckload temperature-controlled transportation services and non-asset based brokerage services, neither of which are significant to our operations. We exited our non-asset-based freight brokerage business in the first quarter of 2017. Our Chief Operating Decision Maker oversees and manages all of our transportation services, on a combined basis, including previously acquired entities. As a result of the foregoing, we have determined that we have one segment, consistent with the authoritative accounting guidance on disclosures about segments of an enterprise and related information. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents |
Property, Plant and Equipment, Policy [Policy Text Block] | Prepaid Tires, Property, Equipment, and Depreciation |
Earnings Per Share, Policy [Policy Text Block] | Earnings per Share |
Income Tax, Policy [Policy Text Block] | Income Taxes We use the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Such amounts are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when temporary differences reverse. The effe ct of a change in tax rates on deferred taxes is recognized in the period that the change is enacted. A valuation allowance is recorded to reduce the Company's deferred tax assets to the amount that is more likely than not to be realized.
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Income Tax Uncertainties, Policy [Policy Text Block] | We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We record interest and penalties related to unrecognized tax benefits in income tax expense. |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events |
Other Intangible, Net and Goodwill (Tables) |
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Schedule of Finite-Lived Intangible Assets [Table Text Block] |
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Earnings Per Share (Tables) |
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Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] |
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Stock-Based Compensation (Tables) |
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Disclosure of restricted stock award activity | The following tables summarize our restricted stock award activity for the three and six months ended June 30, 2017 and 2016.
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Income Taxes (Tables) |
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Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
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Related Party (Tables) |
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Schedule of Related Party Transactions [Table Text Block] | The related payments (receipts) with related parties for the three and six months ended June 30, 2017 and 2016 (in thousands) were as follows:
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Segment Information (Details) |
6 Months Ended |
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Jun. 30, 2017
segments
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Segment Reporting Information [Line Items] | |
Number of Segments | 1 |
Cash and Cash Equivalents (Details) - USD ($) $ in Millions |
Jun. 30, 2017 |
Dec. 31, 2016 |
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Cash and Cash Equivalents [Abstract] | ||
Restricted Cash and Cash Equivalents | $ 24.4 | $ 21.7 |
Restricted Cash and Investments, Current | 12.9 | 9.3 |
Restricted Cash and Cash Equivalents, Noncurrent | $ 11.5 | $ 12.4 |
Prepaid Tires, Property, Equipment and Depreciation (Details) $ in Thousands |
6 Months Ended |
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Jun. 30, 2017
USD ($)
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Property, Plant and Equipment [Line Items] | |
Amortization Period of Tires | 2 years |
Tractors [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Salvage Value | $ 15 |
Trailers [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Salvage Value | $ 4 |
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
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Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income | $ 14,616 | $ 16,368 | $ 28,653 | $ 30,745 |
Basic EPS, Shares | 83,294 | 83,248 | 83,293 | 83,308 |
Basic EPS, Per Share Amount | $ 0.18 | $ 0.20 | $ 0.34 | $ 0.37 |
Effect of restricted stock | $ 0 | $ 0 | $ 0 | $ 0 |
Effect of restricted stock, Shares | 44 | 71 | 44 | 82 |
Diluted EPS, Net Income | $ 14,616 | $ 16,368 | $ 28,653 | $ 30,745 |
Diluted EPS, Shares | 83,338 | 83,319 | 83,337 | 83,390 |
Diluted EPS, Per Share Amount | $ 0.18 | $ 0.20 | $ 0.34 | $ 0.37 |
Equity (Details) - USD ($) shares in Thousands, $ in Thousands |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
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Share Repurchases [Abstract] | ||||
Number of Shares Authorized to be Repurchased | 3,300 | 3,300 | ||
Treasury Stock, Shares, Acquired | 0 | 0 | 900 | |
Dividends, Common Stock, Cash | $ 1,700 | $ 1,700 | $ 3,300 | $ 3,300 |
Long-Term Debt (Details) - USD ($) |
6 Months Ended | |
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Jun. 30, 2017 |
Dec. 31, 2014 |
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Debt Instrument [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity, Current | $ 175,000,000.0 | $ 250,000,000.0 |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.0625% | |
Debt Instrument, Covenant, Leverage Ratio | 2 | |
Debt Covenant, Minimum Net Income Requirement | $ 1.00 | |
Debt Covenant, Minimum Tangible Net Worth | 175,000,000.0 | |
Letters of Credit Outstanding, Amount | 3,700,000 | |
Line of Credit Facility, Current Borrowing Capacity | $ 171,300,000 | |
London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.625% | |
Prime Rate [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.00% |
Operating Leases (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
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Operating Leased Assets [Line Items] | ||||
Operating Leases, Rent Expense | $ 300 | $ 800 | ||
Related Party | ||||
Operating Leased Assets [Line Items] | ||||
Operating Leases, Rent Expense | $ 0 | 265 | $ 0 | 813 |
Terminal Facilities | ||||
Operating Leased Assets [Line Items] | ||||
Operating Leases, Rent Expense | 500 | 500 | 1,000 | 1,100 |
Terminal Facilities | Related Party | ||||
Operating Leased Assets [Line Items] | ||||
Operating Leases, Rent Expense | $ 392 | $ 466 | $ 806 | $ 931 |
Related Party (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
Dec. 31, 2016 |
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Related Party Transaction [Line Items] | |||||
Operating Leases, Rent Expense | $ 300 | $ 800 | |||
Due to Related Parties, Current | $ 100 | $ 100 | $ 100 | ||
Costs and Expenses, Related Party | 519 | 5,277 | 1,030 | 6,719 | |
Related Party | |||||
Related Party Transaction [Line Items] | |||||
Payments for Tractor Purchase | 0 | 4,300 | 0 | 4,300 | |
Operating Leases, Rent Expense | 0 | 265 | 0 | 813 | |
Payments for parts and services | 127 | 246 | 236 | 783 | |
Terminal Facilities | |||||
Related Party Transaction [Line Items] | |||||
Operating Leases, Rent Expense | 500 | 500 | 1,000 | 1,100 | |
Terminal Facilities | Related Party | |||||
Related Party Transaction [Line Items] | |||||
Operating Leases, Rent Expense | 392 | 466 | 806 | 931 | |
Trailers [Member] | Related Party | |||||
Related Party Transaction [Line Items] | |||||
Fair value of revenue equipment traded | $ 0 | $ 0 | $ (12) | $ (108) |
Commitments and Contingencies (Details) $ in Millions |
Jun. 30, 2017
USD ($)
|
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Commitments and Contingencies Disclosure [Abstract] | |
Unrecorded Unconditional Purchase Obligation | $ 63.6 |
Subsequent Events Acquisition (Details) $ in Thousands |
Jul. 06, 2017
USD ($)
|
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Subsequent Event [Line Items] | |
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% |
Payments to Acquire Businesses, Gross | $ 94,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 23,000 |
Cash Acquired from Acquisition | 4,000 |
Business Acquisitions, Purchase Price Allocation, Subsequent Years, Remaining Adjustments | $ 113,000 |
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