SCHNEIDER NATIONAL, INC., 10-Q filed on 5/12/2017
Quarterly Report
Document and Entity Information
3 Months Ended
Mar. 31, 2017
May 11, 2017
Class A Common Stock [Member]
May 11, 2017
Class B Common Stock [Member]
Document Information [Line Items]
 
 
 
Document Type
10-Q 
 
 
Amendment Flag
false 
 
 
Document Period End Date
Mar. 31, 2017 
 
 
Document Fiscal Year Focus
2017 
 
 
Document Fiscal Period Focus
Q1 
 
 
Trading Symbol
SNDR 
 
 
Entity Registrant Name
SCHNEIDER NATIONAL, INC. 
 
 
Entity Central Index Key
0001692063 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Filer Category
Non-accelerated Filer 
 
 
Entity Common Stock, Shares Outstanding
 
83,029,500 
93,811,890 
Condensed Consolidated Statements of Comprehensive Income (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Statement of Comprehensive Income [Abstract]
 
 
OPERATING REVENUES
$ 1,006,439 
$ 928,103 
OPERATING EXPENSES:
 
 
Purchased transportation
367,328 
338,199 
Salaries, wages, and benefits
297,723 
277,466 
Fuel and fuel taxes
73,197 
53,409 
Depreciation and amortization
67,870 
63,895 
Operating supplies and expenses
106,234 
99,263 
Insurance and related expenses
21,831 
18,669 
Other general expenses
28,706 
25,169 
Total operating expenses
962,889 
876,070 
INCOME FROM OPERATIONS
43,550 
52,033 
NONOPERATING EXPENSES:
 
 
Interest expense-net
5,486 
4,801 
Other-net
133 
333 
Total nonoperating expenses
5,619 
5,134 
INCOME BEFORE INCOME TAXES
37,931 
46,899 
PROVISION FOR INCOME TAXES
15,362 
18,760 
NET INCOME
22,569 
28,139 
OTHER COMPREHENSIVE INCOME (LOSS):
 
 
Foreign currency translation adjustments
(121)
121 
Unrealized gain on marketable securities-net of tax
137 
321 
Total other comprehensive income
16 
442 
COMPREHENSIVE INCOME
$ 22,585 
$ 28,581 
Weighted average common shares outstanding
156,419 
155,704 
Basic earnings per share
$ 0.14 
$ 0.18 
Weighted average diluted shares outstanding
156,800 
155,813 
Diluted earnings per share
$ 0.14 
$ 0.18 
Dividends per share of common stock
$ 0.05 
$ 0.00 
Condensed Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
CURRENT ASSETS:
 
 
Cash and cash equivalents
$ 79,259 
$ 130,787 
Marketable securities
49,405 
52,489 
Receivables:
 
 
Trade-net of allowance of $3,647 and $3,455, respectively
435,859 
438,997 
Managed freight
3,160 
4,987 
Other
25,507 
41,807 
Current portion of lease receivables-net of allowance of $1,489 and $1,036, respectively
92,793 
100,211 
Inventories
87,179 
74,126 
Prepaid expenses and other assets
104,618 
80,244 
Total current assets
877,780 
923,648 
Property and equipment:
 
 
Transportation equipment-net of accumulated depreciation of $969,613 and $942,965, respectively
1,642,529 
1,653,703 
Land, buildings, and improvements-net of accumulated depreciation of $109,909 and $108,148, respectively
71,687 
70,747 
Other-net of accumulated depreciation of $154,435 and $158,059, respectively
33,368 
33,605 
Net property and equipment
1,747,584 
1,758,055 
Lease receivables
130,235 
132,121 
Capitalized software and other noncurrent assets
75,066 
76,782 
Goodwill
164,150 
164,035 
Total noncurrent assets
2,117,035 
2,130,993 
TOTAL
2,994,815 
3,054,641 
Payables:
 
 
Trade
246,974 
222,112 
Managed freight
3,309 
5,141 
Accrued liabilities:
 
 
Salaries and wages
63,599 
81,799 
Claims accruals
54,529 
52,216 
Other
59,109 
57,342 
Current maturities of debt and capital lease obligations
170,846 
258,658 
Total current liabilities
598,366 
677,268 
NONCURRENT LIABILITIES:
 
 
Debt
422,765 
428,807 
Capital lease obligations
9,848 
10,820 
Claims accruals
108,533 
111,542 
Deferred income taxes
553,750 
538,624 
Other
100,334 
101,130 
Total noncurrent liabilities
1,195,230 
1,190,923 
COMMITMENTS AND CONTINGENCIES (Note 11)
   
   
TEMPORARY EQUITY - REDEEMABLE COMMON SHARES:
 
 
Redeemable common shares
1,201,219 
1,186,450 
ACCUMULATED EARNINGS
13,305 
125,175 
ACCUMULATED OTHER COMPREHENSIVE INCOME
899 
883 
TOTAL
2,994,815 
3,054,641 
Class A Redeemable Common Shares [Member]
 
 
TEMPORARY EQUITY - REDEEMABLE COMMON SHARES:
 
 
Redeemable common shares
630,471 
563,217 
Class B Redeemable Common Shares [Member]
 
 
TEMPORARY EQUITY - REDEEMABLE COMMON SHARES:
 
 
Redeemable common shares
$ 556,544 
$ 497,175 
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Trade allowance
$ 3,647 
$ 3,455 
Allowance for lease receivables
1,489 
1,036 
Class A Redeemable Common Shares [Member]
 
 
Redeemable common shares, par value
$ 0 
$ 0 
Redeemable common shares, shares authorized
250,000,000 
250,000,000 
Redeemable common shares, shares issued
83,029,500 
83,029,500 
Redeemable common shares, shares outstanding
83,029,500 
83,029,500 
Class B Redeemable Common Shares [Member]
 
 
Redeemable common shares, par value
$ 0 
$ 0 
Redeemable common shares, shares authorized
750,000,000 
750,000,000 
Redeemable common shares, shares issued
73,294,560 
73,294,560 
Redeemable common shares, shares outstanding
73,294,560 
73,294,560 
Transportation Equipment [Member]
 
 
Accumulated depreciation of property and equipment
969,613 
942,965 
Land, Buildings and Improvements [Member]
 
 
Accumulated depreciation of property and equipment
109,909 
108,148 
Other [Member]
 
 
Accumulated depreciation of property and equipment
$ 154,435 
$ 158,059 
Condensed Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
OPERATING ACTIVITIES:
 
 
Net income
$ 22,569 
$ 28,139 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Depreciation and amortization
67,870 
63,895 
Gain on sale of property and equipment
(3,209)
(3,817)
Deferred income taxes
15,053 
14,368 
Other noncash items
(81)
104 
Changes in operating assets and liabilities:
 
 
Receivables
21,428 
51,824 
Other assets
(20,512)
(22,133)
Payables
10,089 
4,328 
Other liabilities
(24,051)
(22,464)
Net cash provided by operating activities
89,156 
114,244 
INVESTING ACTIVITIES:
 
 
Purchases of transportation equipment
(39,335)
(90,802)
Purchases of other property and equipment
(8,013)
(7,608)
Proceeds from sale of property and equipment
15,342 
10,319 
Proceeds from lease receipts and sale of off-lease inventory
14,643 
13,703 
Purchases of lease equipment
(23,714)
(18,360)
Sales of marketable securities
3,101 
2,096 
Net cash used in investing activities
(37,976)
(90,652)
FINANCING ACTIVITIES:
 
 
Payments under revolving credit agreements
(85,000)
(30,000)
Payments of debt and capital lease obligations
(9,892)
(892)
Dividends on redeemable common shares
(7,816)
 
Net cash used in financing activities
(102,708)
(30,892)
NET DECREASE IN CASH AND CASH EQUIVALENTS
(51,528)
(7,300)
CASH AND CASH EQUIVALENTS:
 
 
Beginning of period
130,787 
160,676 
End of period
79,259 
153,376 
Noncash investing and financing activity:
 
 
Equipment purchases in accounts payable
35,325 
65,091 
Costs in accounts payable related to our IPO
5,150 
 
Increase in redemption value of redeemable common shares
(126,623)
(108,924)
Cash paid during the year for:
 
 
Interest
6,056 
5,070 
Income taxes-net of refunds
$ (15,644)
$ (36,490)
Condensed Consolidated Statements of Redeemable Shares, Accumulated Earnings, and Accumulated Other Comprehensive Income (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Beginning balance
$ 1,186,450 
Net income
22,569 
Other comprehensive income
16 
Dividends declared at $0.05 per share
(7,816)
Ending balance
1,201,219 
Accumulated Earnings [Member]
 
Beginning balance
125,175 
Net income
22,569 
Dividends declared at $0.05 per share
(7,816)
Change in redemption value of redeemable common shares
(126,623)
Ending balance
13,305 
Accumulated Other Comprehensive Income [Member]
 
Beginning balance
883 
Other comprehensive income
16 
Ending balance
899 
Class A Redeemable Common Shares [Member]
 
Beginning balance
563,217 
Beginning balance, shares
83,029,500 
Change in redemption value of redeemable common shares
67,254 
Ending balance
630,471 
Ending balance, shares
83,029,500 
Class B Redeemable Common Shares [Member]
 
Beginning balance
497,175 
Beginning balance, shares
73,294,560 
Change in redemption value of redeemable common shares
59,369 
Ending balance
$ 556,544 
Ending balance, shares
73,294,560 
Condensed Consolidated Statements of Redeemable Shares, Accumulated Earnings, and Accumulated Other Comprehensive Income (Parenthetical)
3 Months Ended
Mar. 31, 2017
Dividends declared per share
$ 0.05 
Accumulated Earnings [Member]
 
Dividends declared per share
$ 0.05 
General
General

1. GENERAL

Description of Business

In this report, when we refer to “the Company,” “us,” “we,” “our,” or “ours,” we are referring to Schneider National, Inc. and its subsidiaries. We are a leading transportation services organization headquartered in Green Bay, Wisconsin. We provide a broad portfolio of premier truckload, intermodal, and logistics solutions and operate one of the largest trucking fleets in North America.

Our initial public offering of shares of Class B Common Stock was completed in April 2017, and additional shares were sold in May 2017 under an option granted to the underwriters. In connection with the offering, we sold a total of 20,145,000 shares of common stock at $19 per share and received proceeds of $382,755. Expenses related to the offering totaled approximately $42,485, resulting in net proceeds of $340,270. The financial statement effects of the IPO and related exercise of the additional allotment is not reflected in these interim financial statements for the period ended March 31, 2017.

Basis of Presentation

The accompanying unaudited interim Condensed Consolidated Financial Statements have been prepared in accordance with GAAP and the rules and regulations of the SEC applicable to quarterly reports on Form 10-Q. Therefore, these financial statements and footnotes do not include all disclosures required by GAAP for annual financial statements. These financial statements should be read in conjunction with the Consolidated Financial Statements and related notes included in our Prospectus. Financial results for an interim period are not necessarily indicative of the results for a full year.

All intercompany transactions have been eliminated in consolidation.

In the opinion of management, these statements reflect all adjustments (consisting only of normal recurring adjustments) necessary for the fair presentation of our financial results for the interim periods presented.

Accounting Standards Issued But Not Yet Adopted

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This guidance outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. As amended, the new revenue recognition standard will be effective for us beginning with the reporting period ending March 31, 2018. The standard permits the use of either the retrospective or cumulative effect transition method. We have begun reviewing and assessing our contracts with customers in accordance with the guidance in the ASU. Based on our analysis to date, we do not expect the adoption of this ASU to have a material impact on our consolidated financial position, results of operations, and cash flows. We are still evaluating the transition method choices and the disclosure requirements of this standard.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. This update was issued to enhance the reporting model for financial instruments regarding certain aspects of recognition, measurement, presentation, and disclosure. These provisions are effective for us beginning with the reporting period ending March 31, 2018. The standard is to be applied using a cumulative-effect adjustment to the balance sheet as of the beginning of the year of adoption. We currently cannot reasonably estimate the impact that the adoption of this ASU will have on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases, which requires lessees to recognize in the consolidated balance sheets assets and liabilities for leases with lease terms of more than 12 months. Consistent with current accounting principles, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current accounting principles, which require only capital leases to be recognized in the consolidated balance sheets, the new ASU will require both types of leases to be recognized in the consolidated balance sheets. In transition, lessees and lessors 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 us beginning with the reporting period ending March 31, 2018, with early adoption permitted. We currently cannot reasonably estimate the impact that the adoption of this ASU will have on our consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments, which requires companies to use a forward-looking, expected loss model to estimate credit losses on various types of financial assets and net investments in leases. It also requires additional disclosure related to credit quality of trade and other receivables, including information related to management’s estimate of credit allowances. This guidance is effective for us beginning with the reporting period ending March 31, 2021. We currently cannot reasonably estimate the impact that the adoption of this ASU will have on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: 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. Entities must apply the guidance retrospectively to all periods presented but may apply it prospectively if retrospective application would be impracticable. The provisions of this update are effective for us beginning with the reporting period ending March 31, 2018. We currently cannot reasonably estimate the impact that the adoption of this ASU will have on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other: 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 will be effective for our goodwill impairment test in 2020. We currently cannot reasonably estimate the impact that the adoption of this ASU will have on our consolidated financial statements.

Acquisition
Acquisition

2. ACQUISITION

On June 1, 2016, we acquired 100% of the shares of WST, for $150,420 in cash and future payments. The acquisition of WST included the simultaneous purchase of Lodeso. These two companies bring together final-mile delivery, claims-free handling, and an innovative technology platform. They provide LTL, truckload, and logistics services for difficult to handle goods, such as furniture and floor coverings, across North America. They use proprietary technology to handle supply chain complexities within the national home delivery industry. We acquired WST and Lodeso because they create integrated first-to-final-mile-delivery capabilities, which reduce supply chain complexities for omnichannel retailers and manufacturers.

The acquisition was accounted for as a purchase in accordance with FASB ASC Topic 805, Business Combinations. Assets acquired and liabilities assumed were recorded in the Truckload segment at their fair values as of the acquisition date. The fair values of identifiable intangible assets, which were primarily customer relationships and trade names, were based on valuations using the income approach. The excess of the purchase price over the estimated fair values of tangible assets, identifiable intangible assets, and assumed liabilities was recorded as goodwill. The goodwill is attributable to expected synergies and expected growth opportunities. We believe that 100% of the goodwill will be deductible for United States income tax purposes. No adjustments were made to the estimated fair values of the assets acquired and liabilities assumed during the three months ended March 31, 2017.

 

Recognized amounts of identifiable assets acquired and liabilities assumed

  

Cash

   $ 1,318  

Receivables

     16,156  

Inventories

     480  

Prepaid expenses and other current assets

     4,392  

Property and equipment

     81,844  

Capitalized software and other noncurrent assets

     5,807  

Intangible assets

     10,900  

Goodwill

     138,168  
  

 

 

 

Total assets acquired

     259,065  
  

 

 

 

Payables assumed

     7,807  

Accrued liabilities assumed

     5,289  

Current maturities of debt and capital lease obligations assumed

     47,692  

Debt and capital lease obligations assumed

     46,211  

Other noncurrent liabilities assumed

     1,646  
  

 

 

 

Fair value of total consideration transferred

   $ 150,420  
  

 

 

 

In addition to the cash paid at closing, a guaranteed payment arrangement requires us to pay the former owners of WST $20,000 on each of the next three anniversary dates of the closing. This amount is discounted between one percent and three percent, based on credit-adjusted discount rates, for a total present value amount of $57,713 at the closing date.

A contingent payment arrangement requires us to make earnout payments based on the achievement of specified earnings targets on each of the next three anniversary dates of the closing, with the aggregate payment total not to exceed $40,000.

The following unaudited pro forma condensed combined financial information presents our results as if we had acquired WST and Lodeso on January 1, 2016.

 

     Three Months Ended
March 31, 2016
 

Pro forma net sales

   $ 971,375  

Pro forma net income

   $ 26,988  

Basic earnings per share as reported

   $ 0.18  

Pro forma basic earnings per share

   $ 0.17  

Diluted earnings per share as reported

   $ 0.18  

Pro forma diluted earnings per share

   $ 0.17  
Fair Value
Fair Value

3. FAIR VALUE

Fair value focuses on the estimated price that would be received to sell an asset or paid to transfer a liability, which is referred to as the exit price. Inputs to valuation techniques used to measure fair value fall into three broad levels (Levels 1, 2, and 3) as follows:

Level 1—Observable inputs that reflect quoted prices for identical assets or liabilities in active markets that we have the ability to access at the measurement date.

Level 2—Observable inputs, other than quoted prices included in Level 1, for the asset or liability or prices for similar assets and liabilities.

Level 3—Unobservable inputs reflecting the reporting entity’s estimates of the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).

All marketable securities were valued based on quoted prices for similar assets in active markets or quoted prices for identical or similar assets in markets that are not active (Level 2 in the fair value hierarchy). We measure our marketable securities on a recurring, monthly basis.

 

The fair value of the contingent consideration related to the 2016 acquisition of WST was $13,500 at March 31, 2017. This valuation was based on significant inputs that are not observable in the market, which are referred to as Level 3 inputs. Key assumptions include a probability-adjusted level of EBITDA estimated using the Monte Carlo simulation method.

There were no transfers between levels for the periods shown.

Fair Value of Other Financial Instruments

The recorded value of cash, receivables, and payables approximate fair value.

Based on borrowing rates available to us in the applicable year, a fixed-rate debt portfolio with similar terms and maturities would have had a fair value of approximately $592,084 and $683,923 as of March 31, 2017 and December 31, 2016, respectively.

Marketable Securities
Marketable Securities

4. MARKETABLE SECURITIES

Our marketable securities have maturities ranging from six to 30 months, but our intent is not to hold them longer than one year. They are classified as available for sale and carried at fair value in current assets on the condensed consolidated balance sheets. Any unrealized gains and losses, net of tax, are included as a component of accumulated other comprehensive income (loss).

The following table presents the values of our marketable securities as of the dates shown.

 

     March 31, 2017      December 31, 2016  
     Amortized
Cost
     Fair
Value
     Amortized
Cost
     Fair
Value
 

Zero coupon bonds

   $ 3,787      $ 3,827      $ 3,768      $ 3,811  

U.S. treasury and government agencies

     8,037        8,032        8,048        8,042  

Asset-backed securities

     287        280        409        399  

Corporate debt securities

     13,362        13,519        14,415        14,541  

State and political subdivisions

     24,065        23,747        26,192        25,696  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total marketable securities

   $ 49,538      $ 49,405      $ 52,832      $ 52,489  
  

 

 

    

 

 

    

 

 

    

 

 

 

Gross realized and unrealized gains and losses on sales of marketable securities were not material for the three months ended March 31, 2017 and 2016.

Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets

5. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill represents the excess of the purchase price of our acquisitions over the fair value of the identifiable net assets acquired. Changes in the carrying amount of goodwill were as follows.

 

     Truckload      Logistics      Other      Total  

Balance at December 31, 2016

   $ 138,168      $ 14,173      $ 11,694      $ 164,035  

Foreign currency translation

     —          —          115        115  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at March 31, 2017

   $ 138,168      $ 14,173      $ 11,809      $ 164,150  
  

 

 

    

 

 

    

 

 

    

 

 

 

The identifiable intangible assets other than goodwill listed below are included in other noncurrent assets on the condensed consolidated balance sheets.

 

     March 31, 2017      December 31, 2016  
     Gross             Net      Gross             Net  
     Carrying      Accumulated      Carrying      Carrying      Accumulated      Carrying  
     Amount      Amortization      Amount      Amount      Amortization      Amount  

Customer lists

   $ 10,500      $ 1,708      $ 8,792      $ 10,500      $ 1,445      $ 9,055  

Trade names

     1,400        389        1,011        1,400        272        1,128  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total intangible assets

   $ 11,900      $ 2,097      $ 9,803      $ 11,900      $ 1,717      $ 10,183  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

Amortization expense for intangible assets was $382 and $29 for the three months ended March 31, 2017 and 2016, respectively. Accumulated amortization in the table above includes foreign currency translation related to a customer list.

Estimated future amortization expense related to intangible assets is as follows.

 

Remaining 2017

   $ 1,146  

2018

     1,416  

2019

     1,145  

2020

     950  

2021

     950  

2022 and thereafter

     4,196  
  

 

 

 
   $ 9,803  
  

 

 

 
Debt and Credit Facilities
Debt and Credit Facilities

6. DEBT AND CREDIT FACILITIES

As of March 31, 2017 and December 31, 2016, debt included the following:

 

     March
2017
     December
2016
 

Unsecured senior notes: principal payable at maturity; interest payable in quarterly or semiannual installments through 2024; weighted-average interest rate of 3.66% for 2017 and 2016

   $ 500,000      $ 500,000  

Equipment financing notes: principal and interest payable in monthly installments through 2023; weighted average interest rate of 3.78% and 3.82% for 2017 and 2016, respectively

     40,474        49,296  

Secured credit facility: collateralized by certain trade receivables; interest rates of 1.85% and 1.68% for 2017 and 2016, respectively

     50,000        135,000  
  

 

 

    

 

 

 

Total principal outstanding

     590,474        684,296  

Current maturities

     (166,684      (254,398

Debt issuance costs

     (1,025      (1,091
  

 

 

    

 

 

 

Long-term debt

   $ 422,765      $ 428,807  
  

 

 

    

 

 

 

As of March 31, 2017, we were in compliance with all covenants and financial ratios under the credit agreement and the indentures governing the senior notes.

We used $100 million of the proceeds from our IPO to repay our 4.83% unsecured senior notes that matured on May 7, 2017.

We had no outstanding borrowings under our revolving credit agreement as of March 31, 2017 or December 31, 2016. Standby letters of credit under this agreement amounted to $4,100 at both March 31, 2017, and December 31, 2016, and were primarily related to the requirements of certain of our real estate leases.

We have a secured credit facility that allows us to borrow up to $200,000 against qualifying trade receivables at rates based on the 30-day LIBOR. At March 31, 2017, we had $50,000 outstanding under this agreement, which we repaid on April 8, 2017 with proceeds from our IPO. At March 31, 2017 and December 31, 2016, standby letters of credit under this agreement amounted to $60,011 and $60,085, respectively, and were primarily related to the requirements of certain of our insurance obligations.

Lease Receivables
Lease Receivables

7. LEASE RECEIVABLES

We finance various types of transportation-related equipment for independent third parties. The transactions are generally for one to five years and are accounted for as sales-type or direct financing leases. As of March 31, 2017 and December 31, 2016, the investment in lease receivables was as follows:

 

     March 2017      December 2016  

Future minimum payments to be received on leases

   $ 133,876      $ 137,339  

Guaranteed residual lease values

     116,485        124,487  
  

 

 

    

 

 

 

Total minimum lease payments to be received

     250,361        261,826  

Unearned income

     (27,333      (29,494
  

 

 

    

 

 

 

Net investment in leases

     223,028        232,332  
  

 

 

    

 

 

 

Current maturities of lease receivables

     94,282        101,247  

Less—allowance for doubtful accounts

     (1,489      (1,036
  

 

 

    

 

 

 

Current portion of lease receivables—net of allowance

     92,793        100,211  
  

 

 

    

 

 

 

Lease receivables—noncurrent

   $ 130,235      $ 132,121  
  

 

 

    

 

 

 
Income Taxes
Income Taxes

8. INCOME TAXES

Our effective income tax rate was 40.5% and 40.0% for the three months ended March 31, 2017, and 2016, respectively. In determining the quarterly provision for income taxes, we use an estimated annual effective tax rate, adjusted for discrete items. This rate is based on our expected annual income, statutory tax rates, best estimate of nontaxable and nondeductible items of income and expense, and the ultimate outcome of tax audits.

Common Equity
Common Equity

9. COMMON EQUITY

Prior to our IPO in April 2017, our Class A and Class B common stock was considered redeemable under GAAP because of certain repurchase rights granted to our shareholders pursuant to the Schneider National, Inc. Employee Stock Purchase Plan and certain agreements governing ownership of our common stock held by existing shareholders, including members of the Schneider family and their family trusts. As a result, all vested Class A and Class B common shares were recorded as temporary equity (redeemable common shares) on the consolidated balance sheets at their redemption value as of the balance sheet dates. Accumulated earnings on the consolidated balance sheets were adjusted for the changes during the period in the current redemption value of vested Class A and Class B redeemable common shares. Restricted shares that were not yet vested and held for more than 180 days as of the reporting date were classified as liabilities at their redemption values taking into consideration the portion of the requisite service that had been provided as of the reporting date.

All share redemption provisions were removed effective with the initial public offering of Class B common shares in April 2017. Therefore, all Class A and Class B common shares were reclassified from temporary equity to permanent equity as of April 2017.

 

Earnings Per Share

As disclosed in Note 1, General, our initial public offering of shares of Class B Common Stock was effective in April 2017. In connection with the offering, we sold additional shares of common stock. The calculations of basic and diluted earnings per share for the periods shown below do not include additional shares sold or share-based awards granted after March 31, 2017.

 

(in thousands, except per share data)

   Three Months
Ended

March 31, 2017
     Three Months
Ended
March 31, 2016
 

Basic earnings per common share:

     

Net income available to common shareholders

   $ 22,569      $ 28,139  

Weighted average common shares issued and outstanding

     156,419        155,704  

Basic earnings per common share

   $ 0.14      $ 0.18  
  

 

 

    

 

 

 

Diluted earnings per common share:

     

Net income applicable to diluted earnings per common share

   $ 22,569      $ 28,139  

Dilutive potential common shares:

     

Restricted share units

     381        109  

Dilutive potential common shares

     381        109  

Total diluted average common shares issued and outstanding

     156,800        155,813  

Diluted earnings per common share

   $ 0.14      $ 0.18  

Share-based Compensation
Share-based Compensation

10. SHARE-BASED COMPENSATION

We granted restricted shares to certain management employees in the past that vest generally over a three-year period. These restricted shares must be paid out in shares and are accounted for as equity awards once vested and held for more than 180 days. Cash dividends are not paid on the nonvested restricted shares, nor do they accumulate during the vesting period. No awards were granted in the three months ended March 31, 2017.

Compensation expense for restricted shares recognized within salaries, wages, and benefits in the condensed consolidated statements of comprehensive income for the three months ended March 31, 2017 and 2016 was $633 and $702, respectively.

We adopted ASU No. 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting, effective January 1, 2017. This guidance simplified 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. We elected to account for forfeitures of share-based payment awards as they occur rather than estimating forfeitures upfront. The impact of adopting the ASU on our financial statements was immaterial.

In April 2017, we granted various awards under our 2017 Omnibus Incentive Plan. These awards consisted of 246,516 restricted share and restricted share unit awards; 396,201 performance-based restricted share and performance-based restricted share unit awards; and 229,620 stock options.

Commitments and Contingencies
Commitments and Contingencies

11. COMMITMENTS AND CONTINGENCIES

In the ordinary course of conducting our business, we become involved in certain legal matters and investigations on a number of matters, including liability claims, taxes other than income taxes, contract disputes, employment, and other litigation matters. We accrue for anticipated costs to defend and resolve matters that are probable and estimable. We believe the outcomes of these matters will not have a material impact on our business or our financial statements.

At March 31, 2017, our firm commitments to purchase transportation equipment totaled approximately $195,092.

Segment Reporting
Segment Reporting

12. SEGMENT REPORTING

We have three reportable segments – Truckload, Intermodal, and Logistics – which are based primarily on the services each segment provides.

The Truckload reportable segment consists of three operating segments (Van Truckload, Specialty Dedicated, and Bulk) that are aggregated because they have similar economic characteristics and meet the other aggregation criteria described in the accounting guidance for segment reporting. Van Truckload delivers truckload quantities over irregular routes using dry van trailers. Specialty Dedicated is similar except that it involves recurring routes between the same locations for which specified trucks are dedicated to the route using specialty trailers. Bulk transports key inputs to the manufacturing process such as specialty chemicals using specialty trailers.

The Intermodal reportable segment provides rail intermodal and drayage services to our customers. Company-owned containers and generally Company-owned dray tractors are used to provide these transportation services.

The Logistics reportable segment consists of three operating segments (Brokerage, Supply Chain Management, and Import/Export Services) that are aggregated because they have similar economic characteristics and meet the other aggregation criteria described in the accounting guidance for segment reporting. In the Logistics segment, we provide additional sources of truck capacity, manage transportation-systems analysis requirements for individual customers, and provide trans-loading and warehousing services.

We generate other revenues from a captive insurance business and from a leasing business which are operated by wholly-owned subsidiaries. We also have operations in Asia that meet the definition of an operating segment. None of these operations meets the quantitative reporting thresholds. As a result, these operations are grouped in “Other” in the tables below. We have also included in “Other” revenues and expenses that are incidental to our activities and are not attributable to any of the reportable segments.

Separate balance sheets are not prepared by segment and, as a result, assets are not separately identifiable by segment. All transactions between reporting segments are eliminated in consolidation.

The chief operating decision maker reviews revenue for each segment without the inclusion of fuel surcharge revenue. For segment purposes, any fuel surcharge revenues earned are recorded as a reduction of the segment’s fuel expenses. Income from operations at a segment level reflects the measures presented to the chief operating decision maker for each segment.

The following tables summarize our segment information. Intersegment revenues were immaterial for all segments, with the exception of Other, which included revenues from insurance premiums charged to other segments for workers’ compensation, auto, and other types of insurance. Intersegment revenues included in Other revenues below were $16,873 for the three months ended March 31, 2017, and $14,197 for the three months ended March 31, 2016.

 

Three Months Ended March 31, 2017                            
     Truckload      Intermodal      Logistics      Other     Fuel
Surcharge
     Intersegment
Eliminations
    Total  

Operating revenues

     522,110        181,090        183,904        50,283       90,250        (21,198     1,006,439  

Income from operations

     38,520        6,634        5,183        (6,787     —          —         43,550  

Depreciation and amortization expense

     50,413        8,026        99        9,332       —          —         67,870  

 

Three Months Ended March 31, 2016                                   
     Truckload      Intermodal      Logistics      Other     Fuel
Surcharge
     Intersegment
Eliminations
    Total  

Operating revenues

     490,725        184,825        166,750        49,549       56,154        (19,900        928,103  

Income from operations

     42,188        7,089        5,177        (2,421     —          —         52,033  

Depreciation and amortization expense

     43,783        9,239        98        10,775       —          —         63,895  
General (Policies)

Description of Business

In this report, when we refer to “the Company,” “us,” “we,” “our,” or “ours,” we are referring to Schneider National, Inc. and its subsidiaries. We are a leading transportation services organization headquartered in Green Bay, Wisconsin. We provide a broad portfolio of premier truckload, intermodal, and logistics solutions and operate one of the largest trucking fleets in North America.

Our initial public offering of shares of Class B Common Stock was completed in April 2017, and additional shares were sold in May 2017 under an option granted to the underwriters. In connection with the offering, we sold a total of 20,145,000 shares of common stock at $19 per share and received proceeds of $382,755. Expenses related to the offering totaled approximately $42,485, resulting in net proceeds of $340,270. The financial statement effects of the IPO and related exercise of the additional allotment is not reflected in these interim financial statements for the period ended March 31, 2017.

Basis of Presentation

The accompanying unaudited interim Condensed Consolidated Financial Statements have been prepared in accordance with GAAP and the rules and regulations of the SEC applicable to quarterly reports on Form 10-Q. Therefore, these financial statements and footnotes do not include all disclosures required by GAAP for annual financial statements. These financial statements should be read in conjunction with the Consolidated Financial Statements and related notes included in our Prospectus. Financial results for an interim period are not necessarily indicative of the results for a full year.

All intercompany transactions have been eliminated in consolidation.

In the opinion of management, these statements reflect all adjustments (consisting only of normal recurring adjustments) necessary for the fair presentation of our financial results for the interim periods presented.

Accounting Standards Issued But Not Yet Adopted

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This guidance outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. As amended, the new revenue recognition standard will be effective for us beginning with the reporting period ending March 31, 2018. The standard permits the use of either the retrospective or cumulative effect transition method. We have begun reviewing and assessing our contracts with customers in accordance with the guidance in the ASU. Based on our analysis to date, we do not expect the adoption of this ASU to have a material impact on our consolidated financial position, results of operations, and cash flows. We are still evaluating the transition method choices and the disclosure requirements of this standard.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. This update was issued to enhance the reporting model for financial instruments regarding certain aspects of recognition, measurement, presentation, and disclosure. These provisions are effective for us beginning with the reporting period ending March 31, 2018. The standard is to be applied using a cumulative-effect adjustment to the balance sheet as of the beginning of the year of adoption. We currently cannot reasonably estimate the impact that the adoption of this ASU will have on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases, which requires lessees to recognize in the consolidated balance sheets assets and liabilities for leases with lease terms of more than 12 months. Consistent with current accounting principles, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current accounting principles, which require only capital leases to be recognized in the consolidated balance sheets, the new ASU will require both types of leases to be recognized in the consolidated balance sheets. In transition, lessees and lessors 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 us beginning with the reporting period ending March 31, 2018, with early adoption permitted. We currently cannot reasonably estimate the impact that the adoption of this ASU will have on our consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments, which requires companies to use a forward-looking, expected loss model to estimate credit losses on various types of financial assets and net investments in leases. It also requires additional disclosure related to credit quality of trade and other receivables, including information related to management’s estimate of credit allowances. This guidance is effective for us beginning with the reporting period ending March 31, 2021. We currently cannot reasonably estimate the impact that the adoption of this ASU will have on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: 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. Entities must apply the guidance retrospectively to all periods presented but may apply it prospectively if retrospective application would be impracticable. The provisions of this update are effective for us beginning with the reporting period ending March 31, 2018. We currently cannot reasonably estimate the impact that the adoption of this ASU will have on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other: 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 will be effective for our goodwill impairment test in 2020. We currently cannot reasonably estimate the impact that the adoption of this ASU will have on our consolidated financial statements.

Acquisition (Tables)

The following unaudited pro forma condensed combined financial information presents our results as if we had acquired WST and Lodeso on January 1, 2016.

 

     Three Months Ended
March 31, 2016
 

Pro forma net sales

   $ 971,375  

Pro forma net income

   $ 26,988  

Basic earnings per share as reported

   $ 0.18  

Pro forma basic earnings per share

   $ 0.17  

Diluted earnings per share as reported

   $ 0.18  

Pro forma diluted earnings per share

   $ 0.17  

Recognized amounts of identifiable assets acquired and liabilities assumed

  

Cash

   $ 1,318  

Receivables

     16,156  

Inventories

     480  

Prepaid expenses and other current assets

     4,392  

Property and equipment

     81,844  

Capitalized software and other noncurrent assets

     5,807  

Intangible assets

     10,900  

Goodwill

     138,168  
  

 

 

 

Total assets acquired

     259,065  
  

 

 

 

Payables assumed

     7,807  

Accrued liabilities assumed

     5,289  

Current maturities of debt and capital lease obligations assumed

     47,692  

Debt and capital lease obligations assumed

     46,211  

Other noncurrent liabilities assumed

     1,646  
  

 

 

 

Fair value of total consideration transferred

   $ 150,420  
  

 

 

 
Marketable Securities (Tables)
Schedule of Marketable Securities

The following table presents the values of our marketable securities as of the dates shown.

 

     March 31, 2017      December 31, 2016  
     Amortized
Cost
     Fair
Value
     Amortized
Cost
     Fair
Value
 

Zero coupon bonds

   $ 3,787      $ 3,827      $ 3,768      $ 3,811  

U.S. treasury and government agencies

     8,037        8,032        8,048        8,042  

Asset-backed securities

     287        280        409        399  

Corporate debt securities

     13,362        13,519        14,415        14,541  

State and political subdivisions

     24,065        23,747        26,192        25,696  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total marketable securities

   $ 49,538      $ 49,405      $ 52,832      $ 52,489  
  

 

 

    

 

 

    

 

 

    

 

 

 
Goodwill and Other Intangible Assets (Tables)

Changes in the carrying amount of goodwill were as follows.

 

     Truckload      Logistics      Other      Total  

Balance at December 31, 2016

   $ 138,168      $ 14,173      $ 11,694      $ 164,035  

Foreign currency translation

     —          —          115        115  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at March 31, 2017

   $ 138,168      $ 14,173      $ 11,809      $ 164,150  
  

 

 

    

 

 

    

 

 

    

 

 

 

The identifiable intangible assets other than goodwill listed below are included in other noncurrent assets on the condensed consolidated balance sheets.

 

     March 31, 2017      December 31, 2016  
     Gross             Net      Gross             Net  
     Carrying      Accumulated      Carrying      Carrying      Accumulated      Carrying  
     Amount      Amortization      Amount      Amount      Amortization      Amount  

Customer lists

   $ 10,500      $ 1,708      $ 8,792      $ 10,500      $ 1,445      $ 9,055  

Trade names

     1,400        389        1,011        1,400        272        1,128  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total intangible assets

   $ 11,900      $ 2,097      $ 9,803      $ 11,900      $ 1,717      $ 10,183  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Estimated future amortization expense related to intangible assets is as follows.

 

Remaining 2017

   $ 1,146  

2018

     1,416  

2019

     1,145  

2020

     950  

2021

     950  

2022 and thereafter

     4,196  
  

 

 

 
   $ 9,803  
  

 

 

 
Debt and Credit Facilities (Tables)
Summary of Debt

As of March 31, 2017 and December 31, 2016, debt included the following:

 

     March
2017
     December
2016
 

Unsecured senior notes: principal payable at maturity; interest payable in quarterly or semiannual installments through 2024; weighted-average interest rate of 3.66% for 2017 and 2016

   $ 500,000      $ 500,000  

Equipment financing notes: principal and interest payable in monthly installments through 2023; weighted average interest rate of 3.78% and 3.82% for 2017 and 2016, respectively

     40,474        49,296  

Secured credit facility: collateralized by certain trade receivables; interest rates of 1.85% and 1.68% for 2017 and 2016, respectively

     50,000        135,000  
  

 

 

    

 

 

 

Total principal outstanding

     590,474        684,296  

Current maturities

     (166,684      (254,398

Debt issuance costs

     (1,025      (1,091
  

 

 

    

 

 

 

Long-term debt

   $ 422,765      $ 428,807  
  

 

 

    

 

 

 
Lease Receivables (Tables)
Summary of Investment in Lease Receivables

As of March 31, 2017 and December 31, 2016, the investment in lease receivables was as follows:

 

     March 2017      December 2016  

Future minimum payments to be received on leases

   $ 133,876      $ 137,339  

Guaranteed residual lease values

     116,485        124,487  
  

 

 

    

 

 

 

Total minimum lease payments to be received

     250,361        261,826  

Unearned income

     (27,333      (29,494
  

 

 

    

 

 

 

Net investment in leases

     223,028        232,332  
  

 

 

    

 

 

 

Current maturities of lease receivables

     94,282        101,247  

Less—allowance for doubtful accounts

     (1,489      (1,036
  

 

 

    

 

 

 

Current portion of lease receivables—net of allowance

     92,793        100,211  
  

 

 

    

 

 

 

Lease receivables—noncurrent

   $ 130,235      $ 132,121  
  

 

 

    

 

 

 
Common Equity (Tables)
Calculation of Basic and Diluted Earnings Per Share

The calculations of basic and diluted earnings per share for the periods shown below do not include additional shares sold or share-based awards granted after March 31, 2017.

 

(in thousands, except per share data)

   Three Months
Ended

March 31, 2017
     Three Months
Ended
March 31, 2016
 

Basic earnings per common share:

     

Net income available to common shareholders

   $ 22,569      $ 28,139  

Weighted average common shares issued and outstanding

     156,419        155,704  

Basic earnings per common share

   $ 0.14      $ 0.18  
  

 

 

    

 

 

 

Diluted earnings per common share:

     

Net income applicable to diluted earnings per common share

   $ 22,569      $ 28,139  

Dilutive potential common shares:

     

Restricted share units

     381        109  

Dilutive potential common shares

     381        109  

Total diluted average common shares issued and outstanding

     156,800        155,813  

Diluted earnings per common share

   $ 0.14      $ 0.18  

Segment Reporting (Tables)
Summary of Segment Reporting Information

The following tables summarize our segment information. Intersegment revenues were immaterial for all segments, with the exception of Other, which included revenues from insurance premiums charged to other segments for workers’ compensation, auto, and other types of insurance. Intersegment revenues included in Other revenues below were $16,873 for the three months ended March 31, 2017, and $14,197 for the three months ended March 31, 2016.

 

Three Months Ended March 31, 2017                            
     Truckload      Intermodal      Logistics      Other     Fuel
Surcharge
     Intersegment
Eliminations
    Total  

Operating revenues

     522,110        181,090        183,904        50,283       90,250        (21,198     1,006,439  

Income from operations

     38,520        6,634        5,183        (6,787     —          —         43,550  

Depreciation and amortization expense

     50,413        8,026        99        9,332       —          —         67,870  

 

Three Months Ended March 31, 2016                                   
     Truckload      Intermodal      Logistics      Other     Fuel
Surcharge
     Intersegment
Eliminations
    Total  

Operating revenues

     490,725        184,825        166,750        49,549       56,154        (19,900        928,103  

Income from operations

     42,188        7,089        5,177        (2,421     —          —         52,033  

Depreciation and amortization expense

     43,783        9,239        98        10,775       —          —         63,895  
General - Additional Information (Detail) (IPO [Member], Class B Common Stock [Member], Subsequent Event [Member], USD $)
In Thousands, except Share data, unless otherwise specified
0 Months Ended
Apr. 5, 2017
IPO [Member] |
Class B Common Stock [Member] |
Subsequent Event [Member]
 
Subsidiary, Sale of Stock [Line Items]
 
Share issued during the period
20,145,000 
Share issued, price per share
$ 19 
Proceeds from initial public offering
$ 382,755 
Expenses related to the offering
42,485 
Net proceeds from initial public offering
$ 340,270 
Acquisition - Additional Information (Detail) (USD $)
3 Months Ended 0 Months Ended
Mar. 31, 2017
Former Owners [Member]
Mar. 31, 2017
Former Owners [Member]
Minimum [Member]
Mar. 31, 2017
Former Owners [Member]
Maximum [Member]
Jun. 1, 2016
WST [Member]
Mar. 31, 2017
WST [Member]
Jun. 1, 2016
WST [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
Percentage of voting interest acquired
 
 
 
 
 
100.00% 
Purchase price of acquisition
 
 
 
$ 150,420,000 
 
 
Percentage of goodwill deductible for income tax purpose
 
 
 
100.00% 
 
 
Cash payments
20,000,000 
 
 
 
 
 
Guaranteed payments
 
 
 
 
57,713,000 
 
Credit adjusted discount rate on cash payment
 
1.00% 
3.00% 
 
 
 
Aggregate payment of contingent consideration
 
 
 
 
$ 40,000,000 
 
Acquisition - Schedule of Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed (Detail) (USD $)
In Thousands, unless otherwise specified
0 Months Ended
Mar. 31, 2017
Dec. 31, 2016
Jun. 1, 2016
WST [Member]
Jun. 1, 2016
WST [Member]
Recognized amounts of identifiable assets acquired and liabilities assumed
 
 
 
 
Cash
 
 
 
$ 1,318 
Receivables
 
 
 
16,156 
Inventories
 
 
 
480 
Prepaid expenses and other current assets
 
 
 
4,392 
Property and equipment
 
 
 
81,844 
Capitalized software and other noncurrent assets
 
 
 
5,807 
Intangible assets
 
 
 
10,900 
Goodwill
164,150 
164,035 
 
138,168 
Total assets acquired
 
 
 
259,065 
Payables assumed
 
 
 
7,807 
Accrued liabilities assumed
 
 
 
5,289 
Current maturities of debt and capital lease obligations assumed
 
 
 
47,692 
Debt and capital lease obligations assumed
 
 
 
46,211 
Other noncurrent liabilities assumed
 
 
 
1,646 
Fair value of total consideration transferred
 
 
$ 150,420 
 
Acquisition - Schedule of Pro Forma Condensed Combined Financial Information (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Business Combination Segment Allocation [Line Items]
 
 
Basic earnings per share as reported
$ 0.14 
$ 0.18 
Diluted earnings per share as reported
$ 0.14 
$ 0.18 
WST [Member]
 
 
Business Combination Segment Allocation [Line Items]
 
 
Pro forma net sales
 
$ 971,375 
Pro forma net income
 
$ 26,988 
Basic earnings per share as reported
 
$ 0.18 
Pro forma basic earnings per share
 
$ 0.17 
Diluted earnings per share as reported
 
$ 0.18 
Pro forma diluted earnings per share
 
$ 0.17 
Fair Value - Additional Information (Detail) (USD $)
3 Months Ended
Mar. 31, 2017
Dec. 31, 2016
Business Acquisition [Line Items]
 
 
Transfers between fair value hierarchy levels
$ 0 
 
Fair value of fixed-rate debt portfolio
592,084,000 
683,923,000 
WST [Member]
 
 
Business Acquisition [Line Items]
 
 
Fair value of contingent consideration
$ 13,500,000 
 
Marketable Securities - Additional Information (Detail)
3 Months Ended
Mar. 31, 2017
Minimum [Member]
 
Schedule of Available-for-sale Securities [Line Items]
 
Marketable securities maturity term
6 months 
Maximum [Member]
 
Schedule of Available-for-sale Securities [Line Items]
 
Marketable securities maturity term
30 months 
Marketable Securities - Schedule of Marketable Securities (Detail) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Schedule of Available-for-sale Securities [Line Items]
 
 
Amortized Cost
$ 49,538 
$ 52,832 
Fair Value
49,405 
52,489 
Current Asset [Member] |
Zero Coupon Bonds [Member]
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
Amortized Cost
3,787 
3,768 
Fair Value
3,827 
3,811 
Current Asset [Member] |
U.S. Treasury and Government Agencies [Member]
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
Amortized Cost
8,037 
8,048 
Fair Value
8,032 
8,042 
Current Asset [Member] |
Asset-Backed Securities [Member]
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
Amortized Cost
287 
409 
Fair Value
280 
399 
Current Asset [Member] |
Corporate Debt Securities [Member]
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
Amortized Cost
13,362 
14,415 
Fair Value
13,519 
14,541 
Current Asset [Member] |
State and Political Subdivisions [Member]
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
Amortized Cost
24,065 
26,192 
Fair Value
$ 23,747 
$ 25,696 
Goodwill and Other Intangible Assets - Schedule of Changes in Carrying Amount of Goodwill (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 3 Months Ended
Mar. 31, 2017
Mar. 31, 2017
Truckload [Member]
Dec. 31, 2016
Truckload [Member]
Mar. 31, 2017
Logistics [Member]
Dec. 31, 2016
Logistics [Member]
Mar. 31, 2017
Other [Member]
Goodwill [Line Items]
 
 
 
 
 
 
Beginning balance
$ 164,035 
$ 138,168 
$ 138,168 
$ 14,173 
$ 14,173 
$ 11,694 
Foreign currency translation
115 
 
 
 
 
115 
Ending balance
$ 164,150 
$ 138,168 
$ 138,168 
$ 14,173 
$ 14,173 
$ 11,809 
Goodwill and Other Intangible Assets - Schedule of Identifiable Intangible Assets Other Than Goodwill (Detail) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
 
 
Net Carrying Amount
$ 9,803 
 
Other Noncurrent Assets [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Gross Carrying Amount
11,900 
11,900 
Accumulated Amortization
2,097 
1,717 
Net Carrying Amount
9,803 
10,183 
Other Noncurrent Assets [Member] |
Customer Lists [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Gross Carrying Amount
10,500 
10,500 
Accumulated Amortization
1,708 
1,445 
Net Carrying Amount
8,792 
9,055 
Other Noncurrent Assets [Member] |
Trade Names [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Gross Carrying Amount
1,400 
1,400 
Accumulated Amortization
389 
272 
Net Carrying Amount
$ 1,011 
$ 1,128 
Goodwill and Other Intangible Assets - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
 
 
Amortization expense for intangible assets
$ 382 
$ 29 
Goodwill and Other Intangible Assets - Schedule Estimated Future Amortization Expense (Detail) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2017
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
 
Remaining 2017
$ 1,146 
2018
1,416 
2019
1,145 
2020
950 
2021
950 
2022 and thereafter
4,196 
Net Carrying Amount
$ 9,803 
Debt and Credit Facilities - Summary of Debt (Detail) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Debt Instrument [Line Items]
 
 
Total principal outstanding
$ 590,474 
$ 684,296 
Current maturities
(166,684)
(254,398)
Debt issuance costs
(1,025)
(1,091)
Long-term debt
422,765 
428,807 
Unsecured Senior Notes [Member]
 
 
Debt Instrument [Line Items]
 
 
Total principal outstanding
500,000 
500,000 
Equipment Financing Notes [Member]
 
 
Debt Instrument [Line Items]
 
 
Total principal outstanding
40,474 
49,296 
Trade Receivables [Member] |
Collateralized [Member] |
Secured Credit Facility [Member]
 
 
Debt Instrument [Line Items]
 
 
Total principal outstanding
$ 50,000 
$ 135,000 
Debt and Credit Facilities - Summary of Debt (Parenthetical) (Detail)
0 Months Ended 3 Months Ended
Mar. 31, 2017
Dec. 31, 2016
Mar. 31, 2017
Dec. 31, 2016
Debt Instrument [Line Items]
 
 
 
 
Interest rates
 
 
4.83% 
 
Unsecured Senior Notes [Member]
 
 
 
 
Debt Instrument [Line Items]
 
 
 
 
Frequency of periodic payment
 
 
Quarterly or semiannual 
 
Maturity year
2024 
2024 
 
 
Weighted-average interest rate
3.66% 
 
3.66% 
3.66% 
Equipment Financing Notes [Member]
 
 
 
 
Debt Instrument [Line Items]
 
 
 
 
Frequency of periodic payment
 
 
Monthly 
 
Maturity year
2023 
2023 
 
 
Weighted-average interest rate
3.78% 
 
3.78% 
3.82% 
Trade Receivables [Member] |
Collateralized [Member] |
Secured Credit Facility [Member]
 
 
 
 
Debt Instrument [Line Items]
 
 
 
 
Interest rates
1.85% 
1.68% 
 
 
Debt and Credit Facilities - Additional Information (Detail) (USD $)
3 Months Ended 3 Months Ended 0 Months Ended
Mar. 31, 2017
Dec. 31, 2016
Mar. 31, 2017
Revolving Credit Agreement [Member]
Dec. 31, 2016
Revolving Credit Agreement [Member]
Mar. 31, 2017
Revolving Credit Agreement [Member]
Standby Letters of Credit [Member]
Dec. 31, 2016
Revolving Credit Agreement [Member]
Standby Letters of Credit [Member]
Mar. 31, 2017
Secured Credit Facility [Member]
Mar. 31, 2017
Secured Credit Facility [Member]
Standby Letters of Credit [Member]
Dec. 31, 2016
Secured Credit Facility [Member]
Standby Letters of Credit [Member]
Mar. 31, 2017
Trade Receivables [Member]
Collateralized [Member]
Secured Credit Facility [Member]
Dec. 31, 2016
Trade Receivables [Member]
Collateralized [Member]
Secured Credit Facility [Member]
Mar. 31, 2017
Trade Receivables [Member]
Collateralized [Member]
Secured Credit Facility [Member]
Dec. 31, 2016
Trade Receivables [Member]
Collateralized [Member]
Secured Credit Facility [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Repayment of unsecured senior notes with proceeds from IPO
$ 100,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate
4.83% 
 
 
 
 
 
 
 
 
1.85% 
1.68% 
 
 
Maturity date
May 07, 2017 
 
 
 
 
 
 
 
 
 
 
 
 
Credit facility, Outstanding borrowings
 
 
 
 
 
 
 
 
 
 
 
Credit facility, Standby letters of credit
 
 
 
 
4,100,000 
4,100,000 
 
60,011,000 
60,085,000 
 
 
 
 
Credit facility, Maximum borrowing capacity against qualifying trade receivables
 
 
 
 
 
 
200,000,000 
 
 
 
 
 
 
Total principal outstanding
$ 590,474,000 
$ 684,296,000 
 
 
 
 
 
 
 
 
 
$ 50,000,000 
$ 135,000,000 
Credit facility, Interest rate description
 
 
 
 
 
 
We have a secured credit facility that allows us to borrow up to $200,000 against qualifying trade receivables at rates based on the 30-day LIBOR. 
 
 
 
 
 
 
Lease Receivables - Summary of Investment in Lease Receivables (Detail) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2017
Dec. 31, 2016
Leases [Abstract]
 
 
Future minimum payments to be received on leases
$ 133,876 
$ 137,339 
Guaranteed residual lease values
116,485 
124,487 
Total minimum lease payments to be received
250,361 
261,826 
Unearned income
(27,333)
(29,494)
Net investment in leases
223,028 
232,332 
Current maturities of lease receivables
94,282 
101,247 
Less-allowance for doubtful accounts
(1,489)
(1,036)
Current portion of lease receivables-net of allowance
92,793 
100,211 
Lease receivables-noncurrent
$ 130,235 
$ 132,121 
Income Taxes - Additional Information (Detail)
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Income Tax Disclosure [Abstract]
 
 
Effective income tax rate
40.50% 
40.00% 
Common Equity - Additional Information (Detail)
3 Months Ended
Mar. 31, 2017
Equity [Abstract]
 
Restricted shares not yet vested, held in period
180 days 
Common Equity - Calculation of Basic and Diluted Earnings Per Share (Detail) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Basic earnings per common share:
 
 
Net income available to common shareholders
$ 22,569 
$ 28,139 
Weighted average common shares issued and outstanding
156,419 
155,704 
Basic earnings per common share
$ 0.14 
$ 0.18 
Diluted earnings per common share:
 
 
Net income applicable to diluted earnings per common share
$ 22,569 
$ 28,139 
Dilutive potential common shares:
 
 
Restricted share units
381 
109 
Dilutive potential common shares
381 
109 
Total diluted average common shares issued and outstanding
156,800 
155,813 
Diluted earnings per common share
$ 0.14 
$ 0.18 
Share-based Compensation - Additional Information (Detail) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 1 Months Ended
Mar. 31, 2017
Restricted Shares [Member]
Mar. 31, 2016
Restricted Shares [Member]
Apr. 30, 2017
Subsequent Event [Member]
Restricted Stock Units (RSUs) [Member]
2017 Omnibus Incentive Plan [Member]
Apr. 30, 2017
Subsequent Event [Member]
Performance Shares [Member]
2017 Omnibus Incentive Plan [Member]
Apr. 30, 2017
Subsequent Event [Member]
Employee Stock Option [Member]
2017 Omnibus Incentive Plan [Member]
Compensation Related Costs Disclosure [Line Items]
 
 
 
 
 
Period of time award recipients have to exercise the option to redeem restricted shares
180 days 
 
 
 
 
Restricted share awards granted during period
 
246,516 
396,201 
 
Compensation expense recognized
$ 633 
$ 702 
 
 
 
Stock options granted during period
 
 
 
 
229,620 
Commitments and Contingencies - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
 
Commitments to purchase transportation equipment
$ 195,092 
Segment Information - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Segment
Mar. 31, 2016
Segment Reporting Information [Line Items]
 
 
Number of reportable segments
 
Number of operating segments
 
Operating revenue
$ 1,006,439 
$ 928,103 
Other [Member] |
Operating Segments [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Operating revenue
50,283 
49,549 
Other [Member] |
Operating Segments [Member] |
Other Insurance [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Operating revenue
$ 16,873 
$ 14,197 
Segment Reporting - Summary of Segment Reporting Information (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2017
Mar. 31, 2016
Segment Reporting Information [Line Items]
 
 
Operating revenue
$ 1,006,439 
$ 928,103 
Operating earnings
43,550 
52,033 
Depreciation and amortization expense
67,870 
63,895 
Operating Segments [Member] |
Truckload [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Operating revenue
522,110 
490,725 
Operating earnings
38,520 
42,188 
Depreciation and amortization expense
50,413 
43,783 
Operating Segments [Member] |
Intermodal [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Operating revenue
181,090 
184,825 
Operating earnings
6,634 
7,089 
Depreciation and amortization expense
8,026 
9,239 
Operating Segments [Member] |
Logistics [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Operating revenue
183,904 
166,750 
Operating earnings
5,183 
5,177 
Depreciation and amortization expense
99 
98 
Operating Segments [Member] |
Other [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Operating revenue
50,283 
49,549 
Operating earnings
(6,787)
(2,421)
Depreciation and amortization expense
9,332 
10,775 
Operating Segments [Member] |
Fuel Surcharge [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Operating revenue
90,250 
56,154 
Intersegment Eliminations [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Operating revenue
$ (21,198)
$ (19,900)