Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 30, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Entity File Number | 001-37509 | |
Entity Registrant Name | DASEKE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-3913221 | |
Entity Address, Address Line One | 15455 Dallas Parkway | |
Entity Address, Address Line Two | Suite 550 | |
Entity Address, City or Town | Addison | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75001 | |
City Area Code | 972 | |
Local Phone Number | 248-0412 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Common shares outstanding | 62,323,709 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001642453 | |
Amendment Flag | false | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | DSKE | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one half of a share of Common Stock at an exercise price of $5.75 per half share | |
Trading Symbol | DSKEW | |
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 111.7 | $ 176.2 |
Accounts receivable, net of allowance of $2.0 at June 30, 2021 and $3.0 at December 31, 2020 | 189.8 | 154.4 |
Drivers' advances and other receivables | 8 | 8 |
Other current assets | 25.1 | 26.5 |
Total current assets | 334.6 | 365.1 |
Property and equipment, net | 393.8 | 402.7 |
Intangible assets, net | 90.4 | 93.8 |
Goodwill | 140.4 | 140.1 |
Right-of-use assets | 124.5 | 121.1 |
Other non-current assets | 4.4 | 4.1 |
Total assets | 1,088.1 | 1,126.9 |
Current liabilities: | ||
Accounts payable | 16.2 | 16.5 |
Accrued expenses and other liabilities | 53.8 | 35.7 |
Accrued payroll, benefits and related taxes | 35.2 | 29.9 |
Accrued insurance and claims | 19.6 | 23.7 |
Current portion of long-term debt | 55.4 | 54 |
Warrant liability | 4.1 | |
Operating lease liabilities | 34 | 30.9 |
Total current liabilities | 218.3 | 190.7 |
Long-term debt, net of current portion | 530.8 | 618.6 |
Deferred tax liabilities | 80.2 | 70 |
Non-current operating lease liabilities | 95.4 | 96 |
Warrant liability | 6.3 | |
Other non-current liabilities | 5.4 | 6.5 |
Total liabilities | 930.1 | 988.1 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Series A convertible preferred stock, $0.0001 par value; 10,000,000 shares authorized; 650,000 shares issued with liquidation preference of $65.0 at March 31, 2021 and December 31, 2020 | 65 | 65 |
Common stock, par value $0.0001 per share; 248,482,377 shares authorized, 63,804,434 and 65,023,174 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 0 | 0 |
Additional paid-in-capital | 394.9 | 401.6 |
Accumulated deficit | (302.3) | (327.8) |
Accumulated other comprehensive income | 0.4 | |
Total stockholders' equity | 158 | 138.8 |
Total liabilities and stockholders' equity | $ 1,088.1 | $ 1,126.9 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Allowance | $ 2,000,000 | $ 3 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 248,482,377 | 248,482,377 |
Common stock, issued | 63,804,434 | 65,023,174 |
Common stock, outstanding | 63,804,434 | 65,023,174 |
Series A convertible preferred stock | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 650,000 | 650,000 |
Preferred liquidation preference | $ 65 | $ 65 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues: | ||||
Total revenue | $ 404 | $ 351.7 | $ 737.9 | $ 742.7 |
Operating expenses: | ||||
Salaries, wages and employee benefits | 93.4 | 99.4 | 184.1 | 209.8 |
Operations and maintenance | 37.3 | 45.3 | 67.6 | 90.9 |
Communications | 1.1 | 0.9 | 2.2 | 1.9 |
Administrative expenses | 12.7 | 17.2 | 29.2 | 37.4 |
Sales and marketing | 0.5 | 0.3 | 1.1 | 1 |
Insurance and claims | 9.9 | 15.6 | 26.7 | 30.6 |
Depreciation and amortization | 22.2 | 22.8 | 44.4 | 49.1 |
Gain on disposition of property and equipment | (4.6) | 0.4 | (7.7) | (0.8) |
Impairment | 0 | 0 | 0 | 13.4 |
Restructuring charges | 0.1 | 3 | 0.1 | 3.5 |
Total operating expenses | 358.7 | 339.3 | 684.5 | 738.6 |
Income (loss) from operations | 45.3 | 12.4 | 53.4 | 4.1 |
Other expense (income): | ||||
Interest income | (0.1) | (0.1) | (0.2) | (0.4) |
Interest expense | 7.6 | 11 | 18.7 | 23 |
Change in fair value of warrant liability | (7.8) | (1.1) | (2.2) | (2.1) |
Other | (0.4) | (1.1) | (0.8) | 0.1 |
Total other expense | (0.7) | 8.7 | 15.5 | 20.6 |
Income (loss) before income tax | 46 | 3.7 | 37.9 | (16.5) |
Income tax benefit | 10.7 | 2.1 | 9.9 | 1.8 |
Net loss | 35.3 | 1.6 | 28 | (14.7) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments, net of tax of $0.0, $0.1, $0.0 and $(0.1), respectively | 0.2 | 0.2 | 0.4 | (0.3) |
Comprehensive loss | (35.5) | 1.8 | (28.4) | (15) |
Net income (loss) | 35.3 | 1.6 | 28 | (14.7) |
Less dividends to convertible preferred stockholders | (1.3) | (1.3) | (2.5) | (2.5) |
Net loss attributable to common stockholders | $ 34 | $ 0.3 | $ 25.5 | $ (17.2) |
Loss per common share: | ||||
Basic (in dollars per share) | $ 0.52 | $ 0 | $ 0.39 | $ (0.27) |
Diluted (in dollars per share) | $ 0.49 | $ 0 | $ 0.38 | $ (0.27) |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 64,842,620 | 64,173,164 | 64,960,833 | 64,625,347 |
Diluted (in shares) | 71,866,303 | 64,711,210 | 66,154,571 | 64,625,347 |
Dividends declared per convertible preferred share | $ 1.91 | $ 1.91 | $ 3.81 | $ 3.81 |
Series A | ||||
Other comprehensive income (loss): | ||||
Less dividends to convertible preferred stockholders | $ (1.3) | $ (1.3) | $ (2.5) | $ (2.5) |
Net loss attributable to common stockholders | (34) | 0.3 | (25.5) | (17.2) |
Company freight | ||||
Revenues: | ||||
Total revenue | 163.6 | 167 | 308.7 | 347.9 |
Operating expenses: | ||||
Purchased freight | 155.3 | 112.2 | 276.7 | 246.4 |
Owner operator freight | ||||
Revenues: | ||||
Total revenue | 129.1 | 96 | 234.2 | 203.8 |
Brokerage | ||||
Revenues: | ||||
Total revenue | 66.7 | 57.9 | 115.2 | 119.6 |
Logistics | ||||
Revenues: | ||||
Total revenue | 10.7 | 8.8 | 19.2 | 18.9 |
Fuel surcharge | ||||
Revenues: | ||||
Total revenue | 33.9 | 22 | 60.6 | 52.5 |
Operating expenses: | ||||
Fuel | 27 | 18.2 | 52.4 | 46.9 |
Service | ||||
Operating expenses: | ||||
Taxes and licenses | $ 3.8 | $ 4 | $ 7.7 | $ 8.5 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||||
Foreign currency translation adjustments tax expense (benefit) | $ 0 | $ 0.1 | $ 0 | $ (0.1) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Millions | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) | Series A convertible preferred stock |
Balance (in Value) at Dec. 31, 2019 | $ 134.5 | $ 396.9 | $ (327) | $ (0.4) | $ 65 | |
Balance (in Shares) at Dec. 31, 2019 | 64,589,075 | 650,000 | ||||
Vesting of restricted stock units (in Shares) | 8,950 | |||||
Series A convertible preferred stock dividend | (1.2) | (1.2) | ||||
Stock-based compensation expense | 0.9 | 0.9 | ||||
Foreign currency translation adjustments | (0.5) | (0.5) | ||||
Net income (loss) | (16.3) | (16.3) | ||||
Balance (in Value) at Mar. 31, 2020 | 117.4 | 397.8 | (344.5) | (0.9) | $ 65 | |
Balance (in Shares) at Mar. 31, 2020 | 64,598,025 | 650,000 | ||||
Balance (in Value) at Dec. 31, 2019 | 134.5 | 396.9 | (327) | (0.4) | $ 65 | |
Balance (in Shares) at Dec. 31, 2019 | 64,589,075 | 650,000 | ||||
Foreign currency translation adjustments | (0.3) | |||||
Net income (loss) | (14.7) | |||||
Balance (in Value) at Jun. 30, 2020 | 118.9 | 398.8 | (344.2) | (0.7) | $ 65 | |
Balance (in Shares) at Jun. 30, 2020 | 64,727,425 | 650,000 | ||||
Balance (in Value) at Mar. 31, 2020 | 117.4 | 397.8 | (344.5) | (0.9) | $ 65 | |
Balance (in Shares) at Mar. 31, 2020 | 64,598,025 | 650,000 | ||||
Vesting of restricted stock units (in Value) | (0.1) | (0.1) | ||||
Vesting of restricted stock units (in Shares) | 129,400 | |||||
Series A convertible preferred stock dividend | (1.3) | (1.3) | ||||
Stock-based compensation expense | 1.1 | 1.1 | ||||
Foreign currency translation adjustments | 0.2 | 0.2 | ||||
Net income (loss) | 1.6 | 1.6 | ||||
Balance (in Value) at Jun. 30, 2020 | 118.9 | 398.8 | (344.2) | (0.7) | $ 65 | |
Balance (in Shares) at Jun. 30, 2020 | 64,727,425 | 650,000 | ||||
Balance (in Value) at Dec. 31, 2020 | 138.8 | 401.6 | (327.8) | $ 65 | ||
Balance (in Shares) at Dec. 31, 2020 | 65,023,174 | 650,000 | ||||
Exercise of stock options (in Value) | 0.6 | 0.6 | ||||
Exercise of stock options (in shares) | 149,545 | |||||
Vesting of restricted stock units (in Value) | (0.8) | (0.8) | ||||
Vesting of restricted stock units (in Shares) | 5,737 | |||||
Series A convertible preferred stock dividend | (1.2) | (1.2) | ||||
Stock-based compensation expense | 1.4 | 1.4 | ||||
Foreign currency translation adjustments | 0.2 | 0.2 | ||||
Net income (loss) | (7.3) | (7.3) | ||||
Balance (in Value) at Mar. 31, 2021 | 131.7 | 402.8 | (336.3) | 0.2 | $ 65 | |
Balance (in Shares) at Mar. 31, 2021 | 65,178,456 | 650,000 | ||||
Balance (in Value) at Dec. 31, 2020 | 138.8 | 401.6 | (327.8) | $ 65 | ||
Balance (in Shares) at Dec. 31, 2020 | 65,023,174 | 650,000 | ||||
Foreign currency translation adjustments | 0.4 | |||||
Net income (loss) | 28 | |||||
Balance (in Value) at Jun. 30, 2021 | 158 | 394.9 | (302.3) | 0.4 | $ 65 | |
Balance (in Shares) at Jun. 30, 2021 | 63,804,434 | 650,000 | ||||
Balance (in Value) at Mar. 31, 2021 | 131.7 | 402.8 | (336.3) | 0.2 | $ 65 | |
Balance (in Shares) at Mar. 31, 2021 | 65,178,456 | 650,000 | ||||
Vesting of restricted stock units (in Value) | (0.3) | (0.3) | ||||
Vesting of restricted stock units (in Shares) | 143,601 | |||||
Series A convertible preferred stock dividend | (1.3) | (1.3) | ||||
Stock repurchased and retired during period | $ (10.5) | (10.5) | ||||
Stock repurchased and retired during period (in shares) | (1,517,623) | (1,517,623) | ||||
Stock-based compensation expense | 2.9 | |||||
Foreign currency translation adjustments | $ 0.2 | 0.2 | ||||
Net income (loss) | 35.3 | 35.3 | ||||
Balance (in Value) at Jun. 30, 2021 | $ 158 | $ 394.9 | $ (302.3) | $ 0.4 | $ 65 | |
Balance (in Shares) at Jun. 30, 2021 | 63,804,434 | 650,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities | ||
Net income (loss) | $ 28 | $ (14.7) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities | ||
Depreciation | 40.9 | 45.5 |
Amortization of intangible assets | 3.5 | 3.6 |
Amortization of deferred financing fees | 1.1 | 2.1 |
Non-cash operating lease expense | (0.8) | 2.7 |
Change in fair value of warrant liability | (2.2) | (2.1) |
Write-off of deferred financing fees | 1.1 | 0 |
Stock-based compensation expense | 3.2 | 2.6 |
Deferred taxes | 9.8 | (1.8) |
Bad debt (recovery) expense | (0.3) | 1.3 |
Gain on disposition of property and equipment | (7.7) | (0.8) |
Impairment | 0 | 13.4 |
Changes in operating assets and liabilities | ||
Accounts receivable | (34.8) | 34 |
Drivers' advances and other receivables | (0.6) | (1.2) |
Other current assets | 1.1 | (4.6) |
Accounts payable | (0.3) | (2.3) |
Accrued expenses and other liabilities | 14.9 | 5.2 |
Net cash provided by operating activities | 58.1 | 82.9 |
Cash flows from investing activities | ||
Purchases of property and equipment | (18) | (14.9) |
Proceeds from sale of property and equipment | 26.6 | 36.4 |
Net cash provided by investing activities | 8.6 | 21.5 |
Cash flows from financing activities: | ||
Advances on line of credit | 747.2 | 736.4 |
Repayments on line of credit | (747.2) | (738.1) |
Principal payments on long-term debt | (212.4) | (39.1) |
Proceeds from long-term debt | 97.5 | 0 |
Payments of deferred financing fees | (3.4) | 0 |
Repurchase common stock | 10.5 | 0 |
Exercise of options | 0.4 | 0 |
Net cash used in financing activities | (130.9) | (43.3) |
Effect of exchange rates on cash and cash equivalents | (0.3) | 0.5 |
Net increase (decrease) in cash and cash equivalents | (64.5) | 61.6 |
Cash and cash equivalents - beginning of period | 176.2 | 95.7 |
Cash and cash equivalents - end of period | 111.7 | 157.3 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 15.1 | 20.8 |
Cash paid for income taxes | 3.4 | 1.3 |
Noncash investing and financing activities | ||
Property and equipment acquired with debt or finance lease obligations | 29.2 | 30 |
Property and equipment sold for notes receivable | 0 | 0.1 |
Right-of-use assets acquired | 16.5 | 26.8 |
Series A | ||
Cash flows from financing activities: | ||
Convertible preferred stock dividends | $ (2.5) | $ (2.5) |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Daseke, Inc.’s (the Company or Daseke) wholly-owned subsidiary Daseke Companies, Inc., was incorporated in December 2008 and began operations on January 1, 2009. Daseke is engaged in full service open-deck trucking that focuses primarily in flatbed truckload and heavy haul transportation of specialized items throughout the United States, Canada and Mexico. The Company also provides logistical planning and warehousing services to customers. The Company is subject to regulation by the Department of Transportation, the Department of Defense, the Department of Energy, and various state regulatory authorities in the United States. The Company is also subject to regulation by the Ministries of Transportation and Communications and various provincial regulatory authorities in Canada. Basis of Presentation These interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (US GAAP) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ended December 31, 2021. The consolidated balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at that date. On May 6, 2021, the Company filed an Amended Annual Report on Form 10-K/A (Amended 10-K) in order to restate the financial statements to reflect warrants as a liability and changes in fair value recorded as non-cash income or expense. For additional information, including the Company’s significant accounting policies, refer to the consolidated financial statements and related footnotes for the year ended December 31, 2020 as set forth in the Company’s Amended 10-K. Fair Value Measurements The Company follows the accounting guidance for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a framework for measuring fair value and expands disclosures about fair value measurements. The three levels of the fair value framework are as follows: Level 1 – Quoted market prices in active markets for identical assets or liabilities. Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3 – Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets. A financial asset or liability’s classification within the framework is determined based on the lowest level of input that is significant to the fair value measurement. The Company may be required, on a non-recurring basis, to adjust the carrying value of the Company’s property and equipment, intangible assets, goodwill and contingent consideration. When necessary, these valuations are determined by the Company using Level 3 inputs. These assets are subject to fair value adjustments in certain circumstances, such as when there is evidence that impairment may exist. The Company’s warrant liabilities are included within the Level 1 and Level 3 fair value hierarchy. The fair value of the Public Warrants is determined using the closing price of the warrants on the NASDAQ market. The fair value of the Private Placement Warrants is determined using the Black-Scholes option pricing formula. The primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility. The expected volatility was estimated considering observable Daseke public warrant pricing, Daseke’s own historical volatility and the volatility of guideline public companies. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value (in millions): Fair value as of June 30, 2021 Liabilities: Level 1 Level 2 Level 3 Total Warrant liability $ 2.3 $ — $ 1.8 $ 4.1 Total fair value $ 2.3 $ — $ 1.8 $ 4.1 Fair value as of December 31, 2020 Liabilities: Level 1 Level 2 Level 3 Total Warrant liability $ 3.6 $ — $ 2.7 $ 6.3 Total fair value $ 3.6 $ — $ 2.7 $ 6.3 The table below is a summary of the changes in the fair value of the warrant liability within the Level 3 fair value hierarchy for the six months ended June 30, 2021 (in millions): Six Months Ended June 30, 2021 Balance at beginning of period $ 2.7 Change in fair value ( 0.9 ) Balance at end of period $ 1.8 Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06 – Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The guidance simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments are effective for the Company for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The guidance must be adopted as of the beginning of the fiscal year of adoption. ASU 2020-06 is not expected to have a material impact on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU 2020-04 – Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. ASU 2020-04 is not expected to have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU No. 2019 - 12 – Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in the accounting standards. The amendments in ASU 2019 - 12 eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019 - 12 also clarifies and simplifies other aspects of the accounting for income taxes. The amendments in ASU 2019 - 12 will become effective for the Company on January 1, 2022. Early adoption is permitted, including adoption in any interim period. ASU 2019-12 is not expected to have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Accounting for Credit Losses (Topic 326). ASU 2016-13 requires the use of an “expected loss” model on certain types of financial instruments. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets, including trade receivables. The new standard will become effective for the Company beginning with the first quarter 2023 and is not expected to have a material impact on the Company’s consolidated financial statements. Lease Income The Company leases tractors and trailers to certain of its owner-operators and accounts for these transactions as operating leases. These leases typically have terms of 30 to 72 months and are collateralized by a security interest in the related revenue equipment. The Company recognizes income for these leases as payments are received over the lease term, which are reported in purchased freight on the consolidated statements of operations and comprehensive income (loss). The Company's equipment leases may include options for the lessee to purchase the equipment at the end of the lease term or terminate the lease prior to the end of the lease term. When an asset reaches the end of its useful economic life, the Company disposes of the asset. Lease income from lease payments related to these operating leases for the three and six months ended June 30, 2021 was $ 7.0 million and $ 13.0 million, respectively. Lease income from lease payments related to these operating leases for the three and six months ended June 30, 2020 was $ 6.2 million and $ 12.4 million, respectively. |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 6 Months Ended |
Jun. 30, 2021 | |
OTHER CURRENT ASSETS | |
OTHER CURRENT ASSETS | NOTE 2 – OTHER CURRENT ASSETS The components of other current assets are as follows as of June 30, 2021 and December 31, 2020 (in millions): June 30, December 31, 2021 2020 Insurance $ 8.0 $ 12.0 Licensing, permits and tolls 5.2 4.9 Parts supplies 3.5 3.1 Highway and fuel taxes 3.4 1.1 Other prepaids 1.7 3.2 Other assets 1.7 0.6 Income tax receivable 1.6 1.6 $ 25.1 $ 26.5 |
INTEGRATION AND RESTRUCTURING
INTEGRATION AND RESTRUCTURING | 6 Months Ended |
Jun. 30, 2021 | |
INTEGRATION AND RESTRUCTURING | |
INTEGRATION AND RESTRUCTURING | NOTE 3 – INTEGRATION AND RESTRUCTURING On July 30, 2019, the Company internally announced a plan to integrate three operating segments with three other operating segments (Project Synchronize or the Plan), which reduced the number of operating segments from 16 to 13. On September 4, 2019, the Company announced a comprehensive restructuring plan (Project Pivot) intended to reduce its cost base, right size its organization and management team and increase and accelerate its previously announced operational improvement goals. The integration and restructuring costs consist of asset impairments, employee-related costs, and other transition and termination costs related to restructuring activities. Employee-related costs include severance, tax preparation, and relocation costs, which are accounted for in accordance with ASC 420 Exit or Disposal Cost Obligations . Other transition and termination costs include fixed asset-related charges, contract and lease termination costs, professional fees, and other miscellaneous expenditures associated with the integration or restructuring activities, which are expensed as incurred. Costs are reported in restructuring charges in the consolidated statements of operations and comprehensive income (loss). The obligation related to employee separation costs is included in other current liabilities in the consolidated balance sheets. During the first quarter of 2020, the Company made the decision to close certain of the Aveda terminals and wind down those operations, which was completed during the fourth quarter of 2020. As a result of the planned divestiture of Aveda, impairment charges of $ 13.4 million were recorded for the three months ended March 31, 2020 consisting of property and equipment of $ 4.0 million, right-of-use assets of $ 3.2 million and tradename intangible assets of $ 6.2 million. On March 10, 2020, the Company announced a plan to integrate three operating segments with three other operating segments (Phase II of the Plan). Phase II of the Plan was initially expected to be significantly completed by June 30, 2020, however, due to uncertainties and changes in focus caused by the COVID-19 pandemic, the Company delayed and reevaluated Phase II of the Plan and reduced the planned number of integrations from three to two operating segments. As of June 30, 2021 , one of these integrations had been completed, and the Company expects to complete the remaining integration in late 2021. The Company recorded $ 0.1 million and $ 3.0 million of integration and restructuring expenses in connection with the Plan and Project Pivot in the three months ended June 30, 2021 and 2020, respectively. The Company recorded $ 0.1 million and $ 3.5 million of integration and restructuring expenses in connection with the Plan and Project Pivot in the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021 , we have incurred a cumulative total of $ 9.8 million in integration and restructuring costs since inception of the Plan. The following table summarizes the integration and restructuring costs as of June 30, 2021 (in millions): Severance Operating and Lease Other Payroll Termination Other Total Balance at December 31, 2020 $ 0.1 $ — $ — $ 0.1 Specialized Solution Costs accrued — — 0.1 0.1 Amounts paid or charged — — ( 0.1 ) ( 0.1 ) Specialized Solution balance at June 30, 2021 — — — — Flatbed Solution Costs accrued — — — — Amounts paid or charged — — — — Flatbed Solution balance at June 30, 2021 — — — — Corporate Costs accrued — — — — Amounts paid or charged — — — — Adjustments ( 0.1 ) — ( 0.1 ) Corporate balance at June 30, 2021 ( 0.1 ) — — ( 0.1 ) Consolidated Costs accrued — — 0.1 0.1 Amounts paid or charged — — ( 0.1 ) ( 0.1 ) Adjustments ( 0.1 ) — — ( 0.1 ) Consolidated balance at June 30, 2021 $ — $ — $ — $ — |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2021 | |
PROPERTY AND EQUIPMENT. | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT The components of property and equipment are as follows as of June 30, 2021 and December 31, 2020 (in millions): June 30, December 31, 2021 2020 Revenue equipment $ 516.4 $ 546.7 Assets leased and available for lease to owner-operators 110.8 87.1 Buildings and improvements 56.4 57.0 Furniture and fixtures, office and computer equipment and vehicles 33.4 31.9 717.0 722.7 Accumulated depreciation ( 323.2 ) ( 320.0 ) Property and equipment, net $ 393.8 $ 402.7 Depreciation expense on property and equipment was $ 20.4 million and $ 21.0 million for the three months ended June 30, 2021 and 2020 , respectively. Depreciation expense on property and equipment was $ 40.9 million and $ 45.5 million for the six months ended June 30, 2021 and 2020 , respectively. |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES | 6 Months Ended |
Jun. 30, 2021 | |
ACCRUED EXPENSES AND OTHER LIABILITIES | |
ACCRUED EXPENSES AND OTHER LIABILITIES | NOTE 5 – ACCRUED EXPENSES AND OTHER LIABILITIES The components of accrued expenses and other liabilities are as follows as of June 30, 2021 and December 31, 2020 (in millions): June 30, December 31, 2021 2020 Brokerage and escorts $ 17.1 $ 11.9 Unvouchered payables 12.8 6.1 Owner-operator deposits 10.2 7.8 Other accrued expenses 8.6 6.8 Fuel and fuel taxes 1.8 1.1 Accrued property taxes and sales taxes payable 1.7 1.5 Interest 1.6 0.5 $ 53.8 $ 35.7 |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2021 | |
LONG-TERM DEBT. | |
LONG-TERM DEBT | NOTE 6 – LONG-TERM DEBT Long-term debt consists of the following as of June 30, 2021 and December 31, 2020 (in millions): June 30, December 31, 2021 2020 Term loan facility $ 399.0 $ 483.5 Equipment term loans 163.6 164.9 Finance leases 31.8 31.3 594.4 679.7 Less current portion ( 55.4 ) ( 54.0 ) Less unamortized debt issuance costs ( 8.2 ) ( 7.1 ) Total long-term debt $ 530.8 $ 618.6 Term Loan Facility On March 9, 2021, the Company and Daseke Companies, Inc., a wholly-owned subsidiary of the Company (the Term Loan Borrower), entered into a Refinancing Amendment (Amendment No. 3 to Term Loan Agreement) (the Term Loan Amendment) with JPMorgan Chase Bank, N.A., as successor administrative agent and collateral agent and a replacement lender, Credit Suisse AG, Cayman Islands Branch, as predecessor administrative agent and collateral agent, the other loan parties party thereto and the other financial institutions party thereto. Pursuant to the Term Loan Amendment, the Company prepaid, refinanced and replaced all of its issued and outstanding term loans under its Term Loan Facility (as defined below) in an aggregate principal amount of approximately $ 483.5 million (the Prior Term Loans) utilizing proceeds from (i) replacement term loans in aggregate principal amount of $ 400.0 million (the Replacement Term Loans) and (ii) approximately $ 83.5 million from its cash balance. The terms of the Replacement Term Loans are governed by a $ 400.0 million term loan facility (the Term Loan Facility) evidenced by a Term Loan Agreement dated as of February 27, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the Term Loan Agreement), among the Company, the Term Loan Borrower, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the Term Loan Agent), and the other lenders from time to time party thereto with a scheduled maturity date of March 9, 2028. The Replacement Term Loans are, at the Company’s election from time to time, comprised of alternate base rate loans (an ABR Borrowing) or adjusted LIBOR loans (a Eurodollar Rate Borrowing), with the applicable margins of interest being an alternate base rate (subject to a 1.75 % floor) plus 3.00 % per annum and LIBOR (subject to a 0.75 % floor) plus 4.00 % per annum. During the three months ended June 30, 2021 and 2020 , the weighted average interest rate on the Term Loan Facility was 4.8 % and 6.0 %, respectively. During the six months ended June 30, 2021 and 2020 , the weighted average interest rate on the Term Loan Facility was 5.1 % and 6.3 %, respectively. The Term Loan Facility is secured by substantially all assets of the Company, excluding those assets collateralizing certain equipment and real estate debt and other customary exceptions. The Term Loan Facility permits voluntary prepayments of borrowings. In certain circumstances (subject to exceptions, exclusions and, in the case of excess cash flow, step-downs described below), the Company may also be required to make an offer to prepay the Replacement Term Loans if it receives proceeds as a result of certain asset sales, debt issuances, casualty or similar events of loss, or if it has excess cash flow (defined as an annual amount calculated using a customary formula based on consolidated Adjusted EBITDA, including, among other things, deductions for (i) the amount of certain voluntary prepayments of the Replacement Term Loans and (ii) the amount of certain capital expenditures, acquisitions, investments and restricted payments). The percentage of excess cash flow that must be applied as a mandatory prepayment is 50 %, 25 % or 0 % for excess cash flow periods for the year ending December 31, 2018 and beyond, depending upon the first lien leverage ratio. The Term Loan Facility contains (i) certain customary affirmative covenants that, among other things, require compliance with applicable laws, periodic financial reporting and notices of material events, payment of taxes and other obligations, maintenance of property and insurance, and provision of additional guarantees and collateral, and (ii) certain customary negative covenants that, among other things, restrict the incurrence of additional indebtedness, liens on property, sale and leaseback transactions, investments, mergers, consolidations, liquidations and dissolutions, asset sales, acquisitions, the payment of distributions, dividends, redemptions and repurchases of equity interests, transactions with affiliates, prepayments and redemptions of certain other indebtedness, burdensome agreements, holding company limitations, changes in fiscal year and modifications of organizational documents. As of June 30, 2021, the Company was in compliance with all covenants contained in the Term Loan Facility. ABL Facility The Company has a senior secured asset-based revolving line of credit (the ABL Facility) under a credit agreement (as amended, restated, supplemented or otherwise modified from time to time, the ABL Credit Agreement) with PNC Bank, National Association, as administrative agent and the lenders party thereto (the ABL Agent). On April 29, 2021, the Company, Daseke Companies, Inc., a wholly-owned subsidiary of the Company, and the Company’s other domestic subsidiaries party thereto (together with Daseke Companies, Inc., the ABL Borrowers) entered into the Fifth Amendment to Fifth Amended and Restated Revolving Credit and Security Agreement (the ABL Amendment) with the financial institutions party thereto as lenders and the ABL Agent), which amends certain terms of the ABL Credit Agreement. Principally, the ABL Amendment extended the scheduled maturity date of the ABL Facility from February 27, 2025 to April 29, 2026. The ABL Amendment also, among other things, (a) increased the Maximum Revolving Advance Amount from $ 100 million to $ 150 million, (b) provides that the Maximum Revolving Advance Amount (as defined therein) may be increased further from $ 150 million to $ 200 million (the ABL Amendment did not result in such an increase), (c) removed the ABL Borrowers’ total leverage financial covenant, which had been tested on a quarterly basis and (d) provided additional covenant flexibility in the form of increased debt, lien, investment, disposition and restricted payment baskets. The ABL Facility also provides for the issuance of letters of credit subject to certain restrictions and a sublimit of $ 40 million. As of June 30, 2021 , the Company had no borrowings, $ 23.7 million in letters of credit outstanding, and could incur approximatel y $ 119.3 million of additional indebtedness under the ABL Facility, based on current qualified collateral. At June 30, 2021 , the interest rate on the ABL Facility was 3.75 %. Margins on the ABL Facility are adjusted, if necessary, to the applicable rates set forth in the following table corresponding to the average RLOC Utilization for the trailing 12 month period on the last day of the most recently completed fiscal quarter. RLOC Utilization at a particular date shall mean an amount equal to (a)(i) outstanding amount of Revolving Advances plus (ii) the outstanding amount of the Swing Loans plus (iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, divided by (b) Maximum Revolving Advance Amount. RLOC Utilization Base Rate Margins LIBOR Rate Margins Less than 33.3% 0.50 % 1.50 % Greater than or equal to 33.3%, but less than 66.6% 0.75 % 1.75 % Greater than or equal to 66.6% 1.00 % 2.00 % The ABL Facility is secured by all of the Company’s U.S.-based accounts receivable, parts supplies, cash and cash equivalents excluding proceeds of Term Loan Facility, securities and deposit accounts and other general assets not included in the Term Loan Facility collateral. The ABL Facility contains a financial covenant such that during any period after a default or event of default or after excess availability falling below 17.5% of the maximum credit amount, continuing until such time as no default or event of default has existed and excess availability has exceeded such amounts for a period of 60 consecutive days, a financial covenant requiring the Company to maintain a minimum consolidated fixed charge coverage ratio of 1.00 x, tested on a quarterly basis. The Company’s fixed charge coverage ratio is defined as the ratio of (1) consolidated Adjusted EBITDA minus unfinanced capital expenditures, cash taxes and cash dividends or distributions, to (2) the sum of all funded debt payments for the four-quarter period then ending (with customary add-backs permitted to consolidated Adjusted EBITDA). The ABL Facility contains affirmative and negative covenants similar to those in the Term Loan Facility, together with such additional terms as are customary for a senior secured asset-based revolving credit facility. As of June 30, 2021, the Company was in compliance with all covenants contained in the ABL Facility. Equipment Term Loans and Mortgages As of June 30, 2021, the Company had term loans collateralized by equipment in the aggregate amount of $ 161.2 million with 16 lenders (Equipment Term Loans). The Equipment Term Loans bear interest at rates ranging from 2.6 % to 5.9 %, require monthly payments of principal and interest and mature at various dates through July 2027. The weighted average interest rate for the three months ended June 30, 2021 and 2020 was 3.9 % and 3.8 %, respectively. The weighted average interest rate for the six months ended June 30, 2021 and 2020 was 4.1 % and 4.4 %, respectively. Certain of the Equipment Term Loans contain conditions, covenants, representations and warranties, events of default, and indemnification provisions applicable to the Company and certain of its subsidiaries that are customary for equipment financings, including, but not limited to, limitations on the incurrence of additional debt and the prepayment of existing indebtedness, certain payments (including dividends and other distributions to persons not party to its credit facility) and transfers of assets. As of June 30, 2021 , the Company has a bank mortgage loan with a balance of $ 2.4 million incurred to finance the construction of the headquarters and terminal in Redmond, Oregon. The mortgage loan is collateralized by such property and buildings. The mortgage is payable in monthly installments of approximately $ 15,000 , including interest at 3.7 %, and a balloon payment of approximately $ 2.1 million at maturity date. The bank mortgage loan matures November 1, 2023. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2021 | |
INCOME TAXES | |
INCOME TAXES | NOTE 7 – INCOME TAXES The effective tax rates for the three months ended June 30, 2021 and 2020 were 23.3 % and 56.8 % , respectively. The effective tax rates for the six months ended June 30, 2021 and 2020 were 26.1 % and 10.9 % , respectively. The difference between the Company’s effective tax rate and the federal statutory rate primarily results from the jurisdictional mix of earnings, combined with the unfavorable impact of nondeductible expenses, including the effect of the per diem pay structure for drivers and the change in fair value of warrant liability. State tax rates vary among states and typically range from 1 % to 6 %, although some state rates are higher and a small number of states do not impose an income tax. The effective tax rate for the three months ended June 30, 2021 differs from the effective tax rate for the same period in 2020 primarily due to the decision to use the actual effective tax rate in the first quarter of 2020 as the annual effective tax rate method did not provide a reliable estimate of the income tax benefit. The effective tax rate for the six months ended June 30, 2021 differs from the effective tax rate for the same period in 2020 primarily due to the impact of permanent differences in relation to forecasted earnings before income taxes each period. There were no changes in uncertain tax positions during the three and six months ended June 30, 2021 . |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 8 – STOCK-BASED COMPENSATION Under the 2017 Omnibus Incentive Plan (as amended from time to time, the Plan), the Company may grant awards of stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and performance awards. On June 18, 2021, at the Company's 2021 annual meeting of stockholders, the Company’s stockholders approved an amendment and restatement (the Restatement) of the Plan. The Restatement Plan increased the number of shares that may be granted as awards thereunder by 4.0 million and extended the scheduled expiration date of the Plan from February 27, 2027 to June 18, 2031. As of June 30, 2021 , the Company has 3.2 million shares of common stock available for issuance under the Plan. Equity awards to non-directors under the Plan generally vest annually on a pro-rata basis over a three to five-year period on the anniversary of each grant date. The Company also grants equity awards to our directors under the Plan. The awards granted to directors vest ratably over periods of one to five years annually on the anniversary of each grant date. Aggregate stock-based compensation charges, net of forfeitures, were $ 0.8 million and $ 1.1 million for the three months ended June 30, 2021 and 2020 , respectively, and $ 3.2 million and $ 2.0 million for the six months ended June 30, 2021 and 2020, respectively. These expenses are included as a component of salaries, wages and employee benefits on the accompanying consolidated statements of operations and comprehensive income (loss). Stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized on a straight-line basis over the employees’ requisite service period. Forfeitures are recorded as a cumulative adjustment to stock-based compensation expense in the period forfeitures occur. As of June 30, 2021 , there was $ 3.2 million, $ 2.0 million, and $ 5.3 million of unrecognized stock-based compensation expense related to stock options, restricted stock units and performance stock units (PSUs), respectively. This expense will be recognized over the weighted average periods of 1.6 years for stock options, 1.1 years for restricted stock units and 1.8 years for PSUs. Stock Options The following table summarizes stock option grants: Grantee Type # of Issued and Vesting Weighted Weighted Average Director Group 150,000 75,000 5 years $ 9.98 $ 4.36 Employee Group 4,662,630 2,571,557 3 - 5 years $ 5.60 $ 3.08 Total 2,646,557 A summary of option activity as of June 30, 2021 and changes during the six months then ended are as follows: Shares Weighted Weighted Aggregate Outstanding as of January 1, 2021 3,114,931 $ 6.19 7.9 $ 5.9 Exercised ( 149,545 ) 2.96 Forfeited or expired ( 318,829 ) 6.66 Outstanding as of June 30, 2021 2,646,557 $ 6.32 7.3 $ 5.9 Exercisable as of June 30, 2021 1,539,985 $ 7.90 6.8 $ 2.0 Vested and expected to vest as of June 30, 2021 2,646,557 $ 6.32 7.3 $ 5.9 The stock options’ maximum contract term is ten years . The Company did not grant any stock options during the six months ended June 30, 2021. Restricted Stock Units Restricted stock units are nontransferable until vested. The Plan Committee (as defined in the Plan) may, in its sole discretion, grant dividend or dividend equivalents with respect to non-vested units. Prior to vesting, the grantees of restricted stock units are not entitled to vote the shares. Restricted stock unit awards typically vest in equal annual increments over the vesting period. The following table summarizes restricted stock unit grants under the Plan: Grantee Type # of Issued and Outstanding Vesting Weighted Average Grant Date Fair Value (Per Unit) Director Group 933,237 289,241 1 - 2 years $ 2.96 Employee Group 1,647,461 212,920 3 - 5 years $ 10.40 Total 502,161 A summary of restricted stock unit awards activity under the Plan as of June 30, 2021 and changes during the six months then ended are as follows: Units Weighted Non-vested as of January 1, 2021 594,801 $ 5.72 Granted 118,047 6.92 Vested ( 180,549 ) 6.35 Forfeited ( 30,138 ) 10.08 Non-vested as of June 30, 2021 502,161 $ 5.52 Performance Stock Units PSUs become eligible for vesting in shares upon the achievement of specific performance and market-based conditions and subject to final vesting based on the participant’s continued employment through the end of the requisite service periods. The grant date fair value of PSUs was determined using a Monte Carlo probability model and compensation cost is recognized ratably over the requisite service period. As of June 30, 2021 , the Company had 1,613,210 total PSUs outstanding. There are 1,495,000 PSUs in which the vesting occurs upon the achievement of specific market-based conditions based on the performance of per share price of the Company’s common stock and subject to final vesting based on the participant’s continued employment through the end of the requisite service periods. In addition, there are 118,210 PSUs in which the vestin g occurs upon the achievement of specific performance-based conditions based on the Company's financial performance over a three year performance period and modified based on the Company's Relative Total Shareholder Return and subject to final vesting based on the participant’s continued employment through the end of the requisite service periods. The amount of awards that will ultimately vest for these 118,210 PSUs can range from 0% to 200% based on the Company’s Relative Total Shareholder Return calculated over a three year period beginning January 1 of the year each grant was made. The Company currently expects that these PSUs will vest at 100% . The following inputs and assumptions were used to calculate the fair value of the PSUs for the shares granted during the six months ended June 30, 2021 : Weighted average expected life 2.5 years Risk-free interest rate 0.38 % Expected volatility 93.80 % Expected dividend yield 0.00 % A summary of performance stock unit awards activity as of June 30, 2021 and changes during the six months ended are as follows: Units Weighted Non-vested as of January 1, 2021 1,716,100 $ 1.38 Granted 118,210 7.45 Vested — — Forfeited ( 221,100 ) 6.30 Non-vested as of June 30, 2021 1,613,210 $ 2.28 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES Letters of Credit The Company had outstanding letters of credit as of June 30, 2021 totaling approximately $ 26.1 million, including those disclosed in Note 6. These letters of credit are related to liability and workers compensation insurance claims. Contingencies The Company is involved in certain claims and pending litigation arising in the normal course of business. These proceedings primarily involve claims for personal injury or property damage incurred in the transportation of freight or for personnel matters. The Company maintains liability insurance to cover liabilities arising from these matters but is responsible to pay self-insurance and deductibles on such matters up to a certain threshold before the insurance is applied. |
COMMON STOCK REPURCHASE PROGRAM
COMMON STOCK REPURCHASE PROGRAM | 6 Months Ended |
Jun. 30, 2021 | |
COMMON STOCK REPURCHASE PROGRAM | |
COMMON STOCK REPURCHASE PROGRAM | NOTE 10 – COMMON STOCK REPURCHASE PROGRAM On March 22, 2021, the Company’s Board of Directors authorized the repurchase of up to three million shares of the Company’s common stock. Shares are effectively retired at the time of purchase. As of and during the three months ended June 30, 2021 , the Company repurchased and retired 1,517,623 shares, at an aggregate price of $ 10.5 million. |
REPORTABLE SEGMENTS
REPORTABLE SEGMENTS | 6 Months Ended |
Jun. 30, 2021 | |
REPORTABLE SEGMENTS | |
REPORTABLE SEGMENTS | NOTE 11 – REPORTABLE SEGMENTS The Company evaluates the performance of the reportable segments primarily based on their respective revenues and operating income. Accordingly, interest expense and other non-operating items are not reported in segment results. In addition, the Company has disclosed a corporate segment, which is not an operating segment and includes acquisition transaction expenses, corporate salaries, interest expense and other corporate administrative expenses and intersegment eliminations. The Company’s operating segments also provide transportation and related services for one another. Such services are generally billed at cost, and no profit is earned. Such intersegment revenues and expenses are eliminated in the Company’s consolidated results. Intersegment revenues and expenses for the Flatbed Solutions segment totaled $ 0.9 million and $ 1.8 million for the three months ended June 30, 2021 and 2020 , respectively. Intersegment revenues and expenses for the Specialized Solutions segment totaled $ 2.0 million and $ 4.8 million for the three months ended June 30, 2021 and 2020 , respectively. Intersegment revenues and expenses for the Flatbed Solutions segment totaled $ 1.8 million and $ 3.5 million for the six months ended June 30, 2021 and 2020 , respectively. Intersegment revenues and expenses for the Specialized Solutions segment totaled $ 4.3 million and $ 7.5 million for the six months ended June 30, 2021 and 2020, respectively. The following tables reflect certain financial data of the Company’s reportable segments for the three and six months ended June 30, 2021 and 2020 (in millions): Flatbed Specialized Solutions Solutions Corporate/ Consolidated Segment Segment Eliminations Total Three Months Ended June 30, 2021 Total revenue $ 180.9 $ 226.1 $ ( 3.0 ) $ 404.0 Company freight 47.7 118.3 ( 2.4 ) 163.6 Owner operator freight 88.9 40.7 ( 0.5 ) 129.1 Brokerage 25.3 41.5 ( 0.1 ) 66.7 Logistics 1.3 9.3 0 10.7 Fuel surcharge 17.7 16.3 ( 0.1 ) 33.9 Operating income (loss) 22.9 29.0 ( 6.6 ) 45.3 Depreciation 8.1 12.1 0.2 20.4 Amortization of intangible assets 0.8 1.0 — 1.8 Restructuring — 0.1 — 0.1 Non-cash operating lease expense ( 0.1 ) ( 0.3 ) — ( 0.4 ) Interest expense 0.9 1.3 5.4 7.6 Income (loss) before income tax 22.1 28.0 ( 4.1 ) 46.0 Capital expenditures 7.7 13.5 6.4 27.6 Three Months Ended June 30, 2020 Total revenue $ 137.2 $ 221.5 $ ( 7.0 ) $ 351.7 Company freight 48.9 121.6 ( 3.5 ) 167.0 Owner operator freight 60.1 38.3 ( 2.4 ) 96.0 Brokerage 15.5 43.1 ( 0.7 ) 57.9 Logistics 0.7 8.1 — 8.8 Fuel surcharge 12.0 10.4 ( 0.4 ) 22.0 Operating income (loss) 10.7 14.5 ( 12.8 ) 12.4 Depreciation 8.5 12.2 0.3 21.0 Amortization of intangible assets 0.8 1.0 — 1.8 Restructuring 0.2 2.8 — 3.0 Non-cash operating lease expense 1.2 ( 1.4 ) — ( 0.2 ) Interest expense 2.4 2.8 5.8 11.0 Income (loss) before income tax 8.5 12.5 ( 17.3 ) 3.7 Capital expenditures 9.2 21.4 — 30.6 Flatbed Specialized Solutions Solutions Corporate/ Consolidated Segment Segment Eliminations Total Six Months Ended June 30, 2021 Total revenue $ 334.4 $ 409.8 $ ( 6.3 ) $ 737.9 Company freight 92.4 221.1 ( 4.8 ) 308.7 Owner operator freight 159.9 75.3 ( 1.0 ) 234.2 Brokerage 47.5 68.1 ( 0.4 ) 115.2 Logistics 2.5 16.5 0.2 19.2 Fuel surcharge 32.1 28.8 ( 0.3 ) 60.6 Operating income (loss) 33.9 39.5 ( 20.0 ) 53.4 Depreciation 16.1 24.2 0.6 40.9 Amortization of intangible assets 1.5 2.0 — 3.5 Restructuring — 0.1 — 0.1 Non-cash operating lease expense ( 0.2 ) ( 0.6 ) — ( 0.8 ) Interest expense 2.6 3.4 12.7 18.7 Income (loss) before income tax 31.5 36.8 ( 30.4 ) 37.9 Capital expenditures 16.7 24.1 6.4 47.2 Six Months Ended June 30, 2020 Total revenue $ 292.4 $ 461.9 $ ( 11.6 ) $ 742.7 Company freight 100.2 253.7 ( 6.0 ) 347.9 Owner operator freight 126.3 81.0 ( 3.5 ) 203.8 Brokerage 35.0 86.0 ( 1.4 ) 119.6 Logistics 1.5 17.3 0.1 18.9 Fuel surcharge 29.4 23.9 ( 0.8 ) 52.5 Operating income (loss) 19.3 8.0 ( 23.2 ) 4.1 Depreciation 16.8 28.1 0.6 45.5 Amortization of intangible assets 1.6 2.0 — 3.6 Impairment — 13.4 — 13.4 Restructuring 0.2 3.3 — 3.5 Non-cash operating lease expense 2.1 0.6 — 2.7 Interest expense 4.9 5.9 12.2 23.0 Income (loss) before income tax 14.6 1.8 ( 32.9 ) ( 16.5 ) Capital expenditures 17.0 27.9 — 44.9 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2021 | |
EARNINGS (LOSS) PER SHARE | |
EARNINGS (LOSS) PER SHARE | NOTE 12 – EARNINGS (LOSS) PER SHARE ASC Topic 260, “Earnings Per Share”, provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. The Company’s outstanding non-vested restricted stock units are participating securities unless there is a net loss attributable to common stockholders. Accordingly, earnings per common share are computed using the two-class method. Basic earnings per common share is calculated by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the Company’s earnings. For the six months ended June 30, 2021, shares of the Company’s 7.625 % Series A Convertible Cumulative Preferred Stock (Series A Preferred Stock) were not included in the computation of diluted loss per share as their effects were anti-dilutive. For the three and six months ended June 30, 2020, shares of the Company’s 7.625 % Series A Convertible Cumulative Preferred Stock (Series A Preferred Stock) and shares of the Company’s outstanding stock options and performance share units were not included in the computation of diluted loss per share as their effects were anti-dilutive. The following table sets forth the computation of basic and diluted earnings per share under the two-class method: Three Months Ended Six Months Ended June 30, June 30, (in millions, except per share data) 2021 2020 2021 2020 Numerator: Net income (loss) $ 35.3 $ 1.6 $ 28.0 $ ( 14.7 ) Less Series A preferred dividends ( 1.3 ) ( 1.3 ) ( 2.5 ) ( 2.5 ) Net income (loss) attributable to common stockholders 34.0 0.3 25.5 ( 17.2 ) Allocation of earnings to non-vested participating restricted stock units ( 0.3 ) — ( 0.2 ) — Numerator for basic EPS - income (loss) available to common stockholders - two class method $ 33.7 $ 0.3 $ 25.3 $ ( 17.2 ) Effect of dilutive securities: Add back Series A preferred dividends $ 1.3 $ — $ — $ — Add back allocation earnings to participating securities 0.3 — 0.2 — Reallocation of earnings to participating securities considering potentially dilutive securities ( 0.3 ) — ( 0.2 ) — Numerator for diluted EPS - income (loss) available to common shareholders - two class method $ 35.0 $ 0.3 $ 25.3 $ ( 17.2 ) Denominator: Denominator for basic EPS - weighted-average shares 64.8 64.2 65.0 64.6 Effect of dilutive securities: Stock options and performance share units 1.4 0.5 1.2 — Convertible preferred stock 5.7 — — — Denominator for diluted EPS - weighted-average shares 71.9 64.7 66.2 64.6 Basic earnings (loss) per share $ 0.52 $ 0.00 $ 0.39 $ ( 0.27 ) Diluted earnings (loss) per share $ 0.49 $ 0.00 $ 0.38 $ ( 0.27 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS In July 2021, the Company repurchased and retired 1,482,377 common shares at an aggregate price of $ 9.8 million under the common stock repurchase program. |
NATURE OF OPERATIONS AND SUMM_2
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Nature of Operations | Nature of Operations Daseke, Inc.’s (the Company or Daseke) wholly-owned subsidiary Daseke Companies, Inc., was incorporated in December 2008 and began operations on January 1, 2009. Daseke is engaged in full service open-deck trucking that focuses primarily in flatbed truckload and heavy haul transportation of specialized items throughout the United States, Canada and Mexico. The Company also provides logistical planning and warehousing services to customers. The Company is subject to regulation by the Department of Transportation, the Department of Defense, the Department of Energy, and various state regulatory authorities in the United States. The Company is also subject to regulation by the Ministries of Transportation and Communications and various provincial regulatory authorities in Canada. |
Basis of Presentation | Basis of Presentation These interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (US GAAP) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ended December 31, 2021. The consolidated balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at that date. On May 6, 2021, the Company filed an Amended Annual Report on Form 10-K/A (Amended 10-K) in order to restate the financial statements to reflect warrants as a liability and changes in fair value recorded as non-cash income or expense. For additional information, including the Company’s significant accounting policies, refer to the consolidated financial statements and related footnotes for the year ended December 31, 2020 as set forth in the Company’s Amended 10-K. |
Fair Value Measurements | Fair Value Measurements The Company follows the accounting guidance for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a framework for measuring fair value and expands disclosures about fair value measurements. The three levels of the fair value framework are as follows: Level 1 – Quoted market prices in active markets for identical assets or liabilities. Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3 – Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets. A financial asset or liability’s classification within the framework is determined based on the lowest level of input that is significant to the fair value measurement. The Company may be required, on a non-recurring basis, to adjust the carrying value of the Company’s property and equipment, intangible assets, goodwill and contingent consideration. When necessary, these valuations are determined by the Company using Level 3 inputs. These assets are subject to fair value adjustments in certain circumstances, such as when there is evidence that impairment may exist. The Company’s warrant liabilities are included within the Level 1 and Level 3 fair value hierarchy. The fair value of the Public Warrants is determined using the closing price of the warrants on the NASDAQ market. The fair value of the Private Placement Warrants is determined using the Black-Scholes option pricing formula. The primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility. The expected volatility was estimated considering observable Daseke public warrant pricing, Daseke’s own historical volatility and the volatility of guideline public companies. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value (in millions): Fair value as of June 30, 2021 Liabilities: Level 1 Level 2 Level 3 Total Warrant liability $ 2.3 $ — $ 1.8 $ 4.1 Total fair value $ 2.3 $ — $ 1.8 $ 4.1 Fair value as of December 31, 2020 Liabilities: Level 1 Level 2 Level 3 Total Warrant liability $ 3.6 $ — $ 2.7 $ 6.3 Total fair value $ 3.6 $ — $ 2.7 $ 6.3 The table below is a summary of the changes in the fair value of the warrant liability within the Level 3 fair value hierarchy for the six months ended June 30, 2021 (in millions): Six Months Ended June 30, 2021 Balance at beginning of period $ 2.7 Change in fair value ( 0.9 ) Balance at end of period $ 1.8 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06 – Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The guidance simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments are effective for the Company for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The guidance must be adopted as of the beginning of the fiscal year of adoption. ASU 2020-06 is not expected to have a material impact on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU 2020-04 – Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. ASU 2020-04 is not expected to have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU No. 2019 - 12 – Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in the accounting standards. The amendments in ASU 2019 - 12 eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019 - 12 also clarifies and simplifies other aspects of the accounting for income taxes. The amendments in ASU 2019 - 12 will become effective for the Company on January 1, 2022. Early adoption is permitted, including adoption in any interim period. ASU 2019-12 is not expected to have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Accounting for Credit Losses (Topic 326). ASU 2016-13 requires the use of an “expected loss” model on certain types of financial instruments. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets, including trade receivables. The new standard will become effective for the Company beginning with the first quarter 2023 and is not expected to have a material impact on the Company’s consolidated financial statements. |
Lease Income | Lease Income The Company leases tractors and trailers to certain of its owner-operators and accounts for these transactions as operating leases. These leases typically have terms of 30 to 72 months and are collateralized by a security interest in the related revenue equipment. The Company recognizes income for these leases as payments are received over the lease term, which are reported in purchased freight on the consolidated statements of operations and comprehensive income (loss). The Company's equipment leases may include options for the lessee to purchase the equipment at the end of the lease term or terminate the lease prior to the end of the lease term. When an asset reaches the end of its useful economic life, the Company disposes of the asset. Lease income from lease payments related to these operating leases for the three and six months ended June 30, 2021 was $ 7.0 million and $ 13.0 million, respectively. Lease income from lease payments related to these operating leases for the three and six months ended June 30, 2020 was $ 6.2 million and $ 12.4 million, respectively. |
NATURE OF OPERATIONS AND SUMM_3
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of fair value hierarchy the Company's assets and liabilities | The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value (in millions): Fair value as of June 30, 2021 Liabilities: Level 1 Level 2 Level 3 Total Warrant liability $ 2.3 $ — $ 1.8 $ 4.1 Total fair value $ 2.3 $ — $ 1.8 $ 4.1 Fair value as of December 31, 2020 Liabilities: Level 1 Level 2 Level 3 Total Warrant liability $ 3.6 $ — $ 2.7 $ 6.3 Total fair value $ 3.6 $ — $ 2.7 $ 6.3 |
Summary of changes in the fair value of warrant liabilities | The table below is a summary of the changes in the fair value of the warrant liability within the Level 3 fair value hierarchy for the six months ended June 30, 2021 (in millions): Six Months Ended June 30, 2021 Balance at beginning of period $ 2.7 Change in fair value ( 0.9 ) Balance at end of period $ 1.8 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
OTHER CURRENT ASSETS | |
Schedule of other current assets | The components of other current assets are as follows as of June 30, 2021 and December 31, 2020 (in millions): June 30, December 31, 2021 2020 Insurance $ 8.0 $ 12.0 Licensing, permits and tolls 5.2 4.9 Parts supplies 3.5 3.1 Highway and fuel taxes 3.4 1.1 Other prepaids 1.7 3.2 Other assets 1.7 0.6 Income tax receivable 1.6 1.6 $ 25.1 $ 26.5 |
INTEGRATION AND RESTRUCTURING (
INTEGRATION AND RESTRUCTURING (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
INTEGRATION AND RESTRUCTURING | |
Schedule of summary of the integration and restructuring costs | The following table summarizes the integration and restructuring costs as of June 30, 2021 (in millions): Severance Operating and Lease Other Payroll Termination Other Total Balance at December 31, 2020 $ 0.1 $ — $ — $ 0.1 Specialized Solution Costs accrued — — 0.1 0.1 Amounts paid or charged — — ( 0.1 ) ( 0.1 ) Specialized Solution balance at June 30, 2021 — — — — Flatbed Solution Costs accrued — — — — Amounts paid or charged — — — — Flatbed Solution balance at June 30, 2021 — — — — Corporate Costs accrued — — — — Amounts paid or charged — — — — Adjustments ( 0.1 ) — ( 0.1 ) Corporate balance at June 30, 2021 ( 0.1 ) — — ( 0.1 ) Consolidated Costs accrued — — 0.1 0.1 Amounts paid or charged — — ( 0.1 ) ( 0.1 ) Adjustments ( 0.1 ) — — ( 0.1 ) Consolidated balance at June 30, 2021 $ — $ — $ — $ — |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
PROPERTY AND EQUIPMENT. | |
Schedule of components of property and equipment | The components of property and equipment are as follows as of June 30, 2021 and December 31, 2020 (in millions): June 30, December 31, 2021 2020 Revenue equipment $ 516.4 $ 546.7 Assets leased and available for lease to owner-operators 110.8 87.1 Buildings and improvements 56.4 57.0 Furniture and fixtures, office and computer equipment and vehicles 33.4 31.9 717.0 722.7 Accumulated depreciation ( 323.2 ) ( 320.0 ) Property and equipment, net $ 393.8 $ 402.7 |
ACCRUED EXPENSES AND OTHER LI_2
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
ACCRUED EXPENSES AND OTHER LIABILITIES | |
Schedule of components of accrued expenses and other liabilities | The components of accrued expenses and other liabilities are as follows as of June 30, 2021 and December 31, 2020 (in millions): June 30, December 31, 2021 2020 Brokerage and escorts $ 17.1 $ 11.9 Unvouchered payables 12.8 6.1 Owner-operator deposits 10.2 7.8 Other accrued expenses 8.6 6.8 Fuel and fuel taxes 1.8 1.1 Accrued property taxes and sales taxes payable 1.7 1.5 Interest 1.6 0.5 $ 53.8 $ 35.7 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
LONG-TERM DEBT. | |
Schedule of long term debt | Long-term debt consists of the following as of June 30, 2021 and December 31, 2020 (in millions): June 30, December 31, 2021 2020 Term loan facility $ 399.0 $ 483.5 Equipment term loans 163.6 164.9 Finance leases 31.8 31.3 594.4 679.7 Less current portion ( 55.4 ) ( 54.0 ) Less unamortized debt issuance costs ( 8.2 ) ( 7.1 ) Total long-term debt $ 530.8 $ 618.6 |
Schedule of adjustment for margin of line of credit and senior term loan corresponding to RLOC Utilization | RLOC Utilization Base Rate Margins LIBOR Rate Margins Less than 33.3% 0.50 % 1.50 % Greater than or equal to 33.3%, but less than 66.6% 0.75 % 1.75 % Greater than or equal to 66.6% 1.00 % 2.00 % |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Tabular disclosure of stock option grants under the Plan | The following table summarizes stock option grants: Grantee Type # of Issued and Vesting Weighted Weighted Average Director Group 150,000 75,000 5 years $ 9.98 $ 4.36 Employee Group 4,662,630 2,571,557 3 - 5 years $ 5.60 $ 3.08 Total 2,646,557 |
Schedule of summary of option activity under the Plan and changes during the period | A summary of option activity as of June 30, 2021 and changes during the six months then ended are as follows: Shares Weighted Weighted Aggregate Outstanding as of January 1, 2021 3,114,931 $ 6.19 7.9 $ 5.9 Exercised ( 149,545 ) 2.96 Forfeited or expired ( 318,829 ) 6.66 Outstanding as of June 30, 2021 2,646,557 $ 6.32 7.3 $ 5.9 Exercisable as of June 30, 2021 1,539,985 $ 7.90 6.8 $ 2.0 Vested and expected to vest as of June 30, 2021 2,646,557 $ 6.32 7.3 $ 5.9 |
Summary of restricted stock unit grants under the Plan | The following table summarizes restricted stock unit grants under the Plan: Grantee Type # of Issued and Outstanding Vesting Weighted Average Grant Date Fair Value (Per Unit) Director Group 933,237 289,241 1 - 2 years $ 2.96 Employee Group 1,647,461 212,920 3 - 5 years $ 10.40 Total 502,161 |
Summary of restricted stock awards activity under the Plan | A summary of restricted stock unit awards activity under the Plan as of June 30, 2021 and changes during the six months then ended are as follows: Units Weighted Non-vested as of January 1, 2021 594,801 $ 5.72 Granted 118,047 6.92 Vested ( 180,549 ) 6.35 Forfeited ( 30,138 ) 10.08 Non-vested as of June 30, 2021 502,161 $ 5.52 |
Summary of performance stock unit grants under the Plan | A summary of performance stock unit awards activity as of June 30, 2021 and changes during the six months ended are as follows: Units Weighted Non-vested as of January 1, 2021 1,716,100 $ 1.38 Granted 118,210 7.45 Vested — — Forfeited ( 221,100 ) 6.30 Non-vested as of June 30, 2021 1,613,210 $ 2.28 |
Performance Stock Units Member | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of fair value assumptions of stock option grants | The following inputs and assumptions were used to calculate the fair value of the PSUs for the shares granted during the six months ended June 30, 2021 : Weighted average expected life 2.5 years Risk-free interest rate 0.38 % Expected volatility 93.80 % Expected dividend yield 0.00 % |
REPORTABLE SEGMENTS (Tables)
REPORTABLE SEGMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
REPORTABLE SEGMENTS | |
Schedule of tabular disclosure of financial data of the Company's reportable segments | The following tables reflect certain financial data of the Company’s reportable segments for the three and six months ended June 30, 2021 and 2020 (in millions): Flatbed Specialized Solutions Solutions Corporate/ Consolidated Segment Segment Eliminations Total Three Months Ended June 30, 2021 Total revenue $ 180.9 $ 226.1 $ ( 3.0 ) $ 404.0 Company freight 47.7 118.3 ( 2.4 ) 163.6 Owner operator freight 88.9 40.7 ( 0.5 ) 129.1 Brokerage 25.3 41.5 ( 0.1 ) 66.7 Logistics 1.3 9.3 0 10.7 Fuel surcharge 17.7 16.3 ( 0.1 ) 33.9 Operating income (loss) 22.9 29.0 ( 6.6 ) 45.3 Depreciation 8.1 12.1 0.2 20.4 Amortization of intangible assets 0.8 1.0 — 1.8 Restructuring — 0.1 — 0.1 Non-cash operating lease expense ( 0.1 ) ( 0.3 ) — ( 0.4 ) Interest expense 0.9 1.3 5.4 7.6 Income (loss) before income tax 22.1 28.0 ( 4.1 ) 46.0 Capital expenditures 7.7 13.5 6.4 27.6 Three Months Ended June 30, 2020 Total revenue $ 137.2 $ 221.5 $ ( 7.0 ) $ 351.7 Company freight 48.9 121.6 ( 3.5 ) 167.0 Owner operator freight 60.1 38.3 ( 2.4 ) 96.0 Brokerage 15.5 43.1 ( 0.7 ) 57.9 Logistics 0.7 8.1 — 8.8 Fuel surcharge 12.0 10.4 ( 0.4 ) 22.0 Operating income (loss) 10.7 14.5 ( 12.8 ) 12.4 Depreciation 8.5 12.2 0.3 21.0 Amortization of intangible assets 0.8 1.0 — 1.8 Restructuring 0.2 2.8 — 3.0 Non-cash operating lease expense 1.2 ( 1.4 ) — ( 0.2 ) Interest expense 2.4 2.8 5.8 11.0 Income (loss) before income tax 8.5 12.5 ( 17.3 ) 3.7 Capital expenditures 9.2 21.4 — 30.6 Flatbed Specialized Solutions Solutions Corporate/ Consolidated Segment Segment Eliminations Total Six Months Ended June 30, 2021 Total revenue $ 334.4 $ 409.8 $ ( 6.3 ) $ 737.9 Company freight 92.4 221.1 ( 4.8 ) 308.7 Owner operator freight 159.9 75.3 ( 1.0 ) 234.2 Brokerage 47.5 68.1 ( 0.4 ) 115.2 Logistics 2.5 16.5 0.2 19.2 Fuel surcharge 32.1 28.8 ( 0.3 ) 60.6 Operating income (loss) 33.9 39.5 ( 20.0 ) 53.4 Depreciation 16.1 24.2 0.6 40.9 Amortization of intangible assets 1.5 2.0 — 3.5 Restructuring — 0.1 — 0.1 Non-cash operating lease expense ( 0.2 ) ( 0.6 ) — ( 0.8 ) Interest expense 2.6 3.4 12.7 18.7 Income (loss) before income tax 31.5 36.8 ( 30.4 ) 37.9 Capital expenditures 16.7 24.1 6.4 47.2 Six Months Ended June 30, 2020 Total revenue $ 292.4 $ 461.9 $ ( 11.6 ) $ 742.7 Company freight 100.2 253.7 ( 6.0 ) 347.9 Owner operator freight 126.3 81.0 ( 3.5 ) 203.8 Brokerage 35.0 86.0 ( 1.4 ) 119.6 Logistics 1.5 17.3 0.1 18.9 Fuel surcharge 29.4 23.9 ( 0.8 ) 52.5 Operating income (loss) 19.3 8.0 ( 23.2 ) 4.1 Depreciation 16.8 28.1 0.6 45.5 Amortization of intangible assets 1.6 2.0 — 3.6 Impairment — 13.4 — 13.4 Restructuring 0.2 3.3 — 3.5 Non-cash operating lease expense 2.1 0.6 — 2.7 Interest expense 4.9 5.9 12.2 23.0 Income (loss) before income tax 14.6 1.8 ( 32.9 ) ( 16.5 ) Capital expenditures 17.0 27.9 — 44.9 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
EARNINGS (LOSS) PER SHARE | |
Summary to reconcile basic weighted average common stock outstanding to diluted weighted average common stock outstanding | The following table sets forth the computation of basic and diluted earnings per share under the two-class method: Three Months Ended Six Months Ended June 30, June 30, (in millions, except per share data) 2021 2020 2021 2020 Numerator: Net income (loss) $ 35.3 $ 1.6 $ 28.0 $ ( 14.7 ) Less Series A preferred dividends ( 1.3 ) ( 1.3 ) ( 2.5 ) ( 2.5 ) Net income (loss) attributable to common stockholders 34.0 0.3 25.5 ( 17.2 ) Allocation of earnings to non-vested participating restricted stock units ( 0.3 ) — ( 0.2 ) — Numerator for basic EPS - income (loss) available to common stockholders - two class method $ 33.7 $ 0.3 $ 25.3 $ ( 17.2 ) Effect of dilutive securities: Add back Series A preferred dividends $ 1.3 $ — $ — $ — Add back allocation earnings to participating securities 0.3 — 0.2 — Reallocation of earnings to participating securities considering potentially dilutive securities ( 0.3 ) — ( 0.2 ) — Numerator for diluted EPS - income (loss) available to common shareholders - two class method $ 35.0 $ 0.3 $ 25.3 $ ( 17.2 ) Denominator: Denominator for basic EPS - weighted-average shares 64.8 64.2 65.0 64.6 Effect of dilutive securities: Stock options and performance share units 1.4 0.5 1.2 — Convertible preferred stock 5.7 — — — Denominator for diluted EPS - weighted-average shares 71.9 64.7 66.2 64.6 Basic earnings (loss) per share $ 0.52 $ 0.00 $ 0.39 $ ( 0.27 ) Diluted earnings (loss) per share $ 0.49 $ 0.00 $ 0.38 $ ( 0.27 ) |
NATURE OF OPERATIONS AND SUMM_4
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Hierarchy (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Liabilities | ||
Warrant liability | $ 4.1 | $ 6.3 |
Total fair value | 4.1 | 6.3 |
Level 1 | ||
Liabilities | ||
Warrant liability | 2.3 | 3.6 |
Total fair value | 2.3 | 3.6 |
Level 3 | ||
Liabilities | ||
Warrant liability | 1.8 | 2.7 |
Total fair value | $ 1.8 | $ 2.7 |
NATURE OF OPERATIONS AND SUMM_5
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in Warrant Liability (Details) - Warrant Liability $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance, at beginning of period | $ 2.7 |
Change in fair value | (0.9) |
Balance, at end of period | $ 1.8 |
NATURE OF OPERATIONS AND SUMM_6
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Lease Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Lease income | $ 7 | $ 6.2 | $ 13 | $ 12.4 |
OTHER CURRENT ASSETS (Details)
OTHER CURRENT ASSETS (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
OTHER CURRENT ASSETS | ||
Insurance | $ 8 | $ 12 |
Licensing, permits and tolls | 5.2 | 4.9 |
Parts supplies | 3.5 | 3.1 |
Highway and fuel taxes | 3.4 | 1.1 |
Other prepaids | 1.7 | 3.2 |
Other assets | 1.7 | 0.6 |
Income tax receivable | 1.6 | 1.6 |
Total | $ 25.1 | $ 26.5 |
INTEGRATION AND RESTRUCTURING_2
INTEGRATION AND RESTRUCTURING (Details) $ in Millions | Jun. 30, 2020Segment | Jun. 29, 2020Segment | Mar. 10, 2020Segment | Jul. 30, 2019Segment | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021Segment |
Asset impairment charges | |||||||||||
Impairments | $ 0 | $ 0 | $ 0 | $ 13.4 | |||||||
Restructuring charges | 0.1 | $ 3 | 0.1 | 3.5 | |||||||
The Plan [Member] | |||||||||||
Asset impairment charges | |||||||||||
Number of Operating Segments Integrated | Segment | 3 | ||||||||||
Number Of Operating Segments Absorbing Integrated Operating Segments | Segment | 3 | ||||||||||
Plan And Project Pivot | |||||||||||
Asset impairment charges | |||||||||||
Restructuring charges | $ 0.1 | $ 3 | $ 0.1 | $ 3.5 | |||||||
Phase II Plan | |||||||||||
Asset impairment charges | |||||||||||
Number of Operating Segments Integrated | Segment | 2 | 3 | 3 | ||||||||
Number Of Operating Segments Absorbing Integrated Operating Segments | Segment | 3 | ||||||||||
Number Of Integrations Completed | Segment | 1 | ||||||||||
Phase I and II Plan | |||||||||||
Asset impairment charges | |||||||||||
Restructuring charges | $ 9.8 | ||||||||||
Disposal group held for sale | Trade names | |||||||||||
Asset impairment charges | |||||||||||
Impairments | 6.2 | ||||||||||
Disposal group held for sale | Right of use asset | |||||||||||
Asset impairment charges | |||||||||||
Impairments | 3.2 | ||||||||||
Disposal group held for sale | Property and equipment | |||||||||||
Asset impairment charges | |||||||||||
Impairments | 4 | ||||||||||
Disposal group held for sale | Aveda | |||||||||||
Asset impairment charges | |||||||||||
Impairments | $ 13.4 |
INTEGRATION AND RESTRUCTURING -
INTEGRATION AND RESTRUCTURING - Summary of Restructuring Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Restructuring Reserve [Roll Forward] | ||||
Costs accrued | $ 0.1 | $ 3 | $ 0.1 | $ 3.5 |
Plan And Project Pivot | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at beginning of the period | 0.1 | |||
Severance and Other Payroll | Plan And Project Pivot | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at beginning of the period | 0.1 | |||
Specialized | Plan And Project Pivot | ||||
Restructuring Reserve [Roll Forward] | ||||
Costs accrued | 0.1 | |||
Amounts paid or charged | 0.1 | |||
Specialized | Other | Plan And Project Pivot | ||||
Restructuring Reserve [Roll Forward] | ||||
Costs accrued | 0.1 | |||
Amounts paid or charged | 0.1 | |||
Corporate | Plan And Project Pivot | ||||
Restructuring Reserve [Roll Forward] | ||||
Adjustments | (0.1) | |||
Balance at end of the period | 0.1 | 0.1 | ||
Corporate | Severance and Other Payroll | Plan And Project Pivot | ||||
Restructuring Reserve [Roll Forward] | ||||
Adjustments | (0.1) | |||
Balance at end of the period | $ 0.1 | 0.1 | ||
Consolidated | Plan And Project Pivot | ||||
Restructuring Reserve [Roll Forward] | ||||
Costs accrued | 0.1 | |||
Amounts paid or charged | 0.1 | |||
Adjustments | (0.1) | |||
Consolidated | Severance and Other Payroll | Plan And Project Pivot | ||||
Restructuring Reserve [Roll Forward] | ||||
Adjustments | (0.1) | |||
Consolidated | Other | Plan And Project Pivot | ||||
Restructuring Reserve [Roll Forward] | ||||
Costs accrued | 0.1 | |||
Amounts paid or charged | $ 0.1 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | |||||
Property and equipment, Gross | $ 717 | $ 717 | $ 722.7 | ||
Accumulated depreciation | (323.2) | (323.2) | (320) | ||
Property and equipment, Net | 393.8 | 393.8 | 402.7 | ||
Depreciation | 20.4 | $ 21 | 40.9 | $ 45.5 | |
Revenue equipment | |||||
PROPERTY AND EQUIPMENT | |||||
Property and equipment, Gross | 516.4 | 516.4 | 546.7 | ||
Assets leased and available for lease to owner operators | |||||
PROPERTY AND EQUIPMENT | |||||
Property and equipment, Gross | 110.8 | 110.8 | 87.1 | ||
Buildings and improvements | |||||
PROPERTY AND EQUIPMENT | |||||
Property and equipment, Gross | 56.4 | 56.4 | 57 | ||
Furniture and fixtures, office and computer equipment and vehicles | |||||
PROPERTY AND EQUIPMENT | |||||
Property and equipment, Gross | 33.4 | 33.4 | $ 31.9 | ||
Property and equipment | |||||
PROPERTY AND EQUIPMENT | |||||
Depreciation | $ 20.4 | $ 21 | $ 40.9 | $ 45.5 |
ACCRUED EXPENSES AND OTHER LI_3
ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
ACCRUED EXPENSES AND OTHER LIABILITIES | ||
Brokerage and escorts | $ 17.1 | $ 11.9 |
Other accrued expenses | 8.6 | 6.8 |
Owner-operator deposits | 10.2 | 7.8 |
Unvouchered payables | 12.8 | 6.1 |
Taxes payable | 1.7 | 1.5 |
Fuel and fuel taxes | 1.8 | 1.1 |
Interest | 1.6 | 0.5 |
Total | $ 53.8 | $ 35.7 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Senior Debt | ||
Long-term Debt, Gross | $ 594.4 | $ 679.7 |
Less current portion | (55.4) | (54) |
Less unamortized deferred financing costs | (8.2) | (7.1) |
Long-term portion | 530.8 | 618.6 |
Term loan facility | ||
Senior Debt | ||
Long-term Debt, Gross | 399 | 483.5 |
Equipment and real estate term loans | ||
Senior Debt | ||
Long-term Debt, Gross | 163.6 | 164.9 |
Finance leases | ||
Senior Debt | ||
Long-term Debt, Gross | $ 31.8 | $ 31.3 |
LONG-TERM DEBT - Term Loan and
LONG-TERM DEBT - Term Loan and ABL Facility (Details) - USD ($) $ in Millions | Mar. 09, 2021 | Aug. 31, 2017 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Apr. 29, 2021 | Dec. 31, 2020 |
LONG-TERM DEBT | ||||||||
Cash and cash equivalents | $ 111.7 | $ 111.7 | $ 176.2 | |||||
Outstanding letters of credit | $ 26.1 | $ 26.1 | ||||||
Senior term loan | ||||||||
LONG-TERM DEBT | ||||||||
RLOC Utilization trailing period (in months) | 12 months | |||||||
Equipment and real estate term loans | ||||||||
LONG-TERM DEBT | ||||||||
Weighted average interest rate on term loan | 3.90% | 3.80% | 4.10% | 4.40% | ||||
Equipment and real estate term loans | Maximum | ||||||||
LONG-TERM DEBT | ||||||||
Interest rate (as a percent) | 5.90% | 5.90% | ||||||
Equipment and real estate term loans | Minimum | ||||||||
LONG-TERM DEBT | ||||||||
Interest rate (as a percent) | 2.60% | 2.60% | ||||||
Term loan facility | ||||||||
LONG-TERM DEBT | ||||||||
Percentage of excess cash flow, mandatory prepayment, 2018 | 50.00% | |||||||
Percentage of excess cash flow, mandatory prepayment, 2019 | 25.00% | |||||||
Percentage of excess cash flow, mandatory prepayment, 2020 | 0.00% | |||||||
Refinanced amount | $ 483.5 | |||||||
Loan amount | 400 | |||||||
Excess cash flow payment | $ 83.5 | |||||||
Term loan facility | Base Rate | ||||||||
LONG-TERM DEBT | ||||||||
Floor rate (as a percent) | 1.75% | |||||||
Basis spread on variable rate | 3.00% | |||||||
Term loan facility | LIBOR | ||||||||
LONG-TERM DEBT | ||||||||
Floor rate (as a percent) | 0.75% | |||||||
Basis spread on variable rate | 4.00% | |||||||
Term loan facility | Senior Debt | ||||||||
LONG-TERM DEBT | ||||||||
Credit facility | $ 400 | $ 400 | ||||||
Weighted average interest rate on term loan | 4.80% | 6.00% | 5.10% | 6.30% | ||||
Revolving credit facility | PNC Bank National Association | Base Rate | Less than 33.3% | ||||||||
LONG-TERM DEBT | ||||||||
Basis spread on variable rate | 0.50% | |||||||
Revolving credit facility | PNC Bank National Association | Base Rate | Greater than or equal to 33.3%, but less than 66.6% | ||||||||
LONG-TERM DEBT | ||||||||
Basis spread on variable rate | 0.75% | |||||||
Revolving credit facility | PNC Bank National Association | Base Rate | Greater than or equal to 66.6% | ||||||||
LONG-TERM DEBT | ||||||||
Basis spread on variable rate | 1.00% | |||||||
Revolving credit facility | PNC Bank National Association | LIBOR | Less than 33.3% | ||||||||
LONG-TERM DEBT | ||||||||
Basis spread on variable rate | 1.50% | |||||||
Revolving credit facility | PNC Bank National Association | LIBOR | Greater than or equal to 33.3%, but less than 66.6% | ||||||||
LONG-TERM DEBT | ||||||||
Basis spread on variable rate | 1.75% | |||||||
Revolving credit facility | PNC Bank National Association | LIBOR | Greater than or equal to 66.6% | ||||||||
LONG-TERM DEBT | ||||||||
Basis spread on variable rate | 2.00% | |||||||
ABL Member | ||||||||
LONG-TERM DEBT | ||||||||
Number of consecutive days, a financial covenant requiring the Company to maintain a minimum consolidated fixed charge coverage ratio | 60 days | |||||||
Minimum consolidated fixed charge coverage ratio | 1.00% | |||||||
ABL Member | PNC Bank National Association | ||||||||
LONG-TERM DEBT | ||||||||
Line of credit sublimit | $ 40 | $ 40 | ||||||
Outstanding letters of credit | 0 | 0 | ||||||
Availability at closing | $ 119.3 | $ 119.3 | ||||||
Weighted average interest rate | 3.75% | 3.75% | ||||||
ABL Member | PNC Bank National Association | Maximum | ||||||||
LONG-TERM DEBT | ||||||||
Credit facility | $ 150 | |||||||
ABL Member | PNC Bank National Association | Minimum | ||||||||
LONG-TERM DEBT | ||||||||
Credit facility | 100 | |||||||
ABL Member | Letter of credit | PNC Bank National Association | ||||||||
LONG-TERM DEBT | ||||||||
Outstanding letters of credit | $ 23.7 | $ 23.7 | ||||||
ABL Facility Amendment | PNC Bank National Association | Maximum | ||||||||
LONG-TERM DEBT | ||||||||
Credit facility | 200 | |||||||
ABL Facility Amendment | PNC Bank National Association | Minimum | ||||||||
LONG-TERM DEBT | ||||||||
Credit facility | $ 150 |
LONG-TERM DEBT - Equipment and
LONG-TERM DEBT - Equipment and Real Estate Loans (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($) | Jun. 30, 2020 | Jun. 30, 2021USD ($)Lender | Jun. 30, 2020 | Dec. 31, 2020USD ($) | |
LONG-TERM DEBT | |||||
Loan balance | $ 594.4 | $ 594.4 | $ 679.7 | ||
Deferred finance charges | 8.2 | 8.2 | 7.1 | ||
Equipment and real estate term loans | |||||
LONG-TERM DEBT | |||||
Equipment with collateralizes term loans | $ 161.2 | $ 161.2 | |||
Weighted average interest rate on term loan | 3.90% | 3.80% | 4.10% | 4.40% | |
Loan balance | $ 163.6 | $ 163.6 | $ 164.9 | ||
Number of lenders | Lender | 16 | ||||
Equipment and real estate term loans | Minimum | |||||
LONG-TERM DEBT | |||||
Interest rate (as a percent) | 2.60% | 2.60% | |||
Equipment and real estate term loans | Maximum | |||||
LONG-TERM DEBT | |||||
Interest rate (as a percent) | 5.90% | 5.90% | |||
Bank mortgage loan | |||||
LONG-TERM DEBT | |||||
Loan balance | $ 2.4 | $ 2.4 | |||
Interest rate (as a percent) | 3.70% | 3.70% | |||
Monthly installments | $ 15,000 | ||||
Balloon payment | $ 2.1 | $ 2.1 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Effective tax rate | 23.30% | 56.80% | 26.10% | 10.90% |
Minimum | ||||
State tax rates | 1.00% | |||
Maximum | ||||
State tax rates | 6.00% |
STOCK-BASED COMPENSATION - Aggr
STOCK-BASED COMPENSATION - Aggregate (Details) - USD ($) $ in Millions | Feb. 27, 2017 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock reserved for future issuance | 3,200,000 | 3,200,000 | ||||
Share-based Payment Arrangement, Expense | $ 0.8 | $ 1.1 | $ 3.2 | $ 2 | ||
Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized stock-based compensation expense | 3.2 | $ 3.2 | ||||
Weighted average period of recognition | 1 year 7 months 6 days | |||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | 3.2 | $ 3.2 | ||||
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized stock-based compensation expense | 2 | $ 2 | ||||
Weighted average period of recognition | 1 year 1 month 6 days | |||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | 2 | $ 2 | ||||
Performance Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized stock-based compensation expense | $ 5.3 | $ 5.3 | ||||
Weighted average period of recognition | 1 year 9 months 18 days | |||||
PSU Outstanding (in shares) | 1,613,210 | 1,613,210 | ||||
Vesting PSU | 1,495,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Description and Terms | In addition, there are 118,210 PSUs in which the vesting occurs upon the achievement of specific performance-based conditions based on the Company's financial performance over a three year performance period and modified based on the Company's Relative Total Shareholder Return and subject to final vesting based on the participant’s continued employment through the end of the requisite service periods. The amount of awards that will ultimately vest for these 118,210 PSUs can range from 0% to 200% based on the Company’s Relative Total Shareholder Return calculated over a three year period beginning January 1 of the year each grant was made. The Company currently expects that these PSUs will vest at 100% | |||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 5.3 | $ 5.3 | ||||
2017 Omnibus Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 4,000,000 | |||||
2017 Omnibus Incentive Plan | Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expiration period | 10 years | |||||
PSU Outstanding (in shares) | 2,646,557 | 2,646,557 | 3,114,931 | |||
2017 Omnibus Incentive Plan | Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
PSU Outstanding (in shares) | 502,161 | 502,161 | ||||
2017 Omnibus Incentive Plan | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting Period (in years) | 5 years | |||||
2017 Omnibus Incentive Plan | Maximum [Member] | Director Group Member | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting Period (in years) | 5 years | |||||
2017 Omnibus Incentive Plan | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting Period (in years) | 3 years | |||||
2017 Omnibus Incentive Plan | Minimum [Member] | Director Group Member | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting Period (in years) | 1 year |
STOCK-BASED COMPENSATION - Opti
STOCK-BASED COMPENSATION - Options (Details) - 2017 Omnibus Incentive Plan - $ / shares | Feb. 27, 2017 | Jun. 30, 2021 |
Stock options and restricted stock units granted under the 2017 Plan | ||
# of Options Granted | 4,000,000 | |
Maximum | ||
Stock options and restricted stock units granted under the 2017 Plan | ||
Vesting Period (in years) | 5 years | |
Minimum | ||
Stock options and restricted stock units granted under the 2017 Plan | ||
Vesting Period (in years) | 3 years | |
Stock Option | ||
Stock options and restricted stock units granted under the 2017 Plan | ||
Outstanding, at the end (in shares) | 2,646,557 | |
Stock Option | Director Group | ||
Stock options and restricted stock units granted under the 2017 Plan | ||
# of Options Granted | 150,000 | |
Outstanding, at the end (in shares) | 75,000 | |
Vesting Period (in years) | 5 years | |
Weighted Average Exercise Price (in dollars per share) | $ 9.98 | |
Weighted Average Grant Date Fair Value (in dollars) | $ 4.36 | |
Stock Option | Employee Group | ||
Stock options and restricted stock units granted under the 2017 Plan | ||
# of Options Granted | 4,662,630 | |
Outstanding, at the end (in shares) | 2,571,557 | |
Weighted Average Exercise Price (in dollars per share) | $ 5.60 | |
Weighted Average Grant Date Fair Value (in dollars) | $ 3.08 | |
Stock Option | Employee Group | Maximum | ||
Stock options and restricted stock units granted under the 2017 Plan | ||
Vesting Period (in years) | 5 years | |
Stock Option | Employee Group | Minimum | ||
Stock options and restricted stock units granted under the 2017 Plan | ||
Vesting Period (in years) | 3 years |
STOCK-BASED COMPENSATION - Op_2
STOCK-BASED COMPENSATION - Option Activity (Details) - 2017 Omnibus Incentive Plan - Stock Option - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding, at the beginning (in shares) | 3,114,931 | |
Exercised (Shares) | 149,545 | |
Forfeited or expired (in shares) | 318,829 | |
Outstanding, at the end (in shares) | 2,646,557 | 3,114,931 |
Exercisable at the end, Shares | 1,539,985 | |
Vested and expected to vest (in shares) | 2,646,557 | |
Weighted Average Exercise Price | ||
Outstanding, at the beginning (in dollars per shares) | $ 6.19 | |
Exercised (in dollars per shares) | 2.96 | |
Forfeited or expired (in dollars per shares) | 6.66 | |
Outstanding, at the end (in dollars per shares) | 6.32 | $ 6.19 |
Exercisable at the end (in dollars per shares) | 7.90 | |
Vested and expected to vest (in dollars per share) | $ 6.32 | |
Weighted Average Renaming Contractual Terms (Years) | 7 years 3 months 18 days | 7 years 10 months 24 days |
Exercisable at the end, Weighted Average Remaining Contractual Terms (Years) | 6 years 9 months 18 days | |
Vested and expected to vest (in years) | 7 years 3 months 18 days | |
Aggregate Intrinsic Value, Outstanding, at the beginning (in dollars) | $ 5.9 | |
Aggregate Intrinsic Value, Outstanding at the end (in dollars) | 5.9 | $ 5.9 |
Exercisable at the end, Aggregate intrinsic value (in dollars) | 2 | |
Vested and expected to vest (in dollars) | $ 5.9 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock (Details) - 2017 Omnibus Incentive Plan - $ / shares | Feb. 27, 2017 | Jun. 30, 2021 | Jun. 30, 2021 |
Stock options and restricted stock units granted under the 2017 Plan | |||
# of Options Granted | 4,000,000 | ||
Maximum | |||
Stock options and restricted stock units granted under the 2017 Plan | |||
Vesting Period (in years) | 5 years | ||
Minimum | |||
Stock options and restricted stock units granted under the 2017 Plan | |||
Vesting Period (in years) | 3 years | ||
Restricted Stock Units (RSUs) | |||
Stock options and restricted stock units granted under the 2017 Plan | |||
Outstanding, at the end (in shares) | 502,161 | 502,161 | |
Restricted Stock Units (RSUs) | Director Group | |||
Stock options and restricted stock units granted under the 2017 Plan | |||
# of Options Granted | 933,237 | ||
Outstanding, at the end (in shares) | 289,241 | 289,241 | |
Weighted Average Grant Date Fair Value (in dollars) | $ 2.96 | ||
Restricted Stock Units (RSUs) | Director Group | Maximum | |||
Stock options and restricted stock units granted under the 2017 Plan | |||
Vesting Period (in years) | 2 years | ||
Restricted Stock Units (RSUs) | Director Group | Minimum | |||
Stock options and restricted stock units granted under the 2017 Plan | |||
Vesting Period (in years) | 1 year | ||
Restricted Stock Units (RSUs) | Employee Group | |||
Stock options and restricted stock units granted under the 2017 Plan | |||
# of Options Granted | 1,647,461 | ||
Outstanding, at the end (in shares) | 212,920 | 212,920 | |
Weighted Average Grant Date Fair Value (in dollars) | $ 10.40 | ||
Restricted Stock Units (RSUs) | Employee Group | Maximum | |||
Stock options and restricted stock units granted under the 2017 Plan | |||
Vesting Period (in years) | 5 years | ||
Restricted Stock Units (RSUs) | Employee Group | Minimum | |||
Stock options and restricted stock units granted under the 2017 Plan | |||
Vesting Period (in years) | 3 years |
STOCK-BASED COMPENSATION - Re_2
STOCK-BASED COMPENSATION - Restricted stock unit award (Details) - 2017 Omnibus Incentive Plan - Restricted Stock Units (RSUs) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Non-vested at the beginning (in units) | shares | 594,801 |
Granted (in units) | shares | 118,047 |
Vested (in units) | shares | 180,549 |
Forfeited (in units) | shares | 30,138 |
Non-vested at the end (in units) | shares | 502,161 |
Weighted Average Grant Date Fair Value (Per Unit) | |
Outstanding at the beginning (per unit) | $ / shares | $ 5.72 |
Granted (per unit) | $ / shares | 6.92 |
Vested (per unit) | $ / shares | 6.35 |
Forfeited (per unit) | $ / shares | 10.08 |
Outstanding at the end (per unit) | $ / shares | $ 5.52 |
STOCK-BASED COMPENSATION - Perf
STOCK-BASED COMPENSATION - Performance Stock (Details) - Performance Stock Units | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average expected life | 2 years 6 months |
Risk free interest rate | 0.38% |
Expected volatility | 93.80% |
Expected dividend yield | 0.00% |
STOCK-BASED COMPENSATION - Pe_2
STOCK-BASED COMPENSATION - Performance stock Unit Award Activity (Details) - 2017 Omnibus Incentive Plan - Performance Stock Units | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Non-vested at the beginning (in units) | shares | 1,716,100 |
Granted (in units) | shares | 118,210 |
Vested (in units) | shares | 0 |
Forfeited (in units) | shares | 221,100 |
Non-vested at the end (in units) | shares | 1,613,210 |
Weighted Average Grant Date Fair Value (Per Unit) | |
Outstanding at the beginning (per unit) | $ / shares | $ 1.38 |
Granted (per unit) | $ / shares | 7.45 |
Vested (per unit) | $ / shares | 0 |
Forfeited (per unit) | $ / shares | 6.30 |
Outstanding at the end (per unit) | $ / shares | $ 2.28 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | Jun. 30, 2021USD ($) |
COMMITMENTS AND CONTINGENCIES | |
Outstanding letters of credit | $ 26.1 |
COMMON STOCK REPURCHASE PROGR_2
COMMON STOCK REPURCHASE PROGRAM (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2021 | Mar. 22, 2021 | |
COMMON STOCK REPURCHASE PROGRAM | ||
Stock repurchase program | 3,000,000 | |
Stock repurchased and retired during period (in shares) | 1,517,623 | |
Stock repurchased and retired during period | $ 10.5 |
REPORTABLE SEGMENTS (Details)
REPORTABLE SEGMENTS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Total revenue | $ 404 | $ 351.7 | $ 737.9 | $ 742.7 | |
Operating income (loss) | 45.3 | 12.4 | 53.4 | 4.1 | |
Depreciation | 20.4 | 21 | 40.9 | 45.5 | |
Amortization of intangible assets | 1.8 | 1.8 | 3.5 | 3.6 | |
Impairment | 0 | 0 | 0 | 13.4 | |
Restructuring | 0.1 | 3 | 0.1 | 3.5 | |
Non-cash operating lease expense | (0.4) | (0.2) | (0.8) | 2.7 | |
Interest expense | 7.6 | 11 | 18.7 | 23 | |
Income (loss) before income tax | 46 | 3.7 | 37.9 | (16.5) | |
Total assets | 1,088.1 | 1,088.1 | $ 1,126.9 | ||
Capital expenditures | 27.6 | 30.6 | 47.2 | 44.9 | |
Company freight | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Total revenue | 163.6 | 167 | 308.7 | 347.9 | |
Owner operator freight | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Total revenue | 129.1 | 96 | 234.2 | 203.8 | |
Brokerage | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Total revenue | 66.7 | 57.9 | 115.2 | 119.6 | |
Logistics | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Total revenue | 10.7 | 8.8 | 19.2 | 18.9 | |
Fuel surcharge | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Total revenue | 33.9 | 22 | 60.6 | 52.5 | |
Corporate/Eliminations | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Total revenue | (3) | (7) | (6.3) | (11.6) | |
Operating income (loss) | (6.6) | 12.8 | (20) | (23.2) | |
Depreciation | 0.2 | 0.3 | 0.6 | 0.6 | |
Amortization of intangible assets | 0 | 0 | 0 | 0 | |
Impairment | 0 | ||||
Restructuring | 0 | 0 | 0 | 0 | |
Non-cash operating lease expense | 0 | 0 | 0 | 0 | |
Interest expense | 5.4 | 5.8 | 12.7 | 12.2 | |
Income (loss) before income tax | (4.1) | (17.3) | (30.4) | (32.9) | |
Capital expenditures | 6.4 | 0 | 6.4 | 0 | |
Corporate/Eliminations | Company freight | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Total revenue | (2.4) | (3.5) | (4.8) | (6) | |
Corporate/Eliminations | Owner operator freight | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Total revenue | (0.5) | (2.4) | (1) | (3.5) | |
Corporate/Eliminations | Brokerage | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Total revenue | (0.1) | (0.7) | (0.4) | (1.4) | |
Corporate/Eliminations | Logistics | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Total revenue | 0 | 0 | 0.2 | 0.1 | |
Corporate/Eliminations | Fuel surcharge | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Total revenue | (0.1) | 0.4 | (0.3) | (0.8) | |
Flatbed | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Intersegment revenues and expenses | 0.9 | 1.8 | 1.8 | 3.5 | |
Flatbed | Consolidated | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Total revenue | 180.9 | 137.2 | 334.4 | 292.4 | |
Operating income (loss) | 22.9 | 10.7 | 33.9 | 19.3 | |
Depreciation | 8.1 | 8.5 | 16.1 | 16.8 | |
Amortization of intangible assets | 0.8 | 0.8 | 1.5 | 1.6 | |
Impairment | 0 | ||||
Restructuring | 0 | 0.2 | 0 | 0.2 | |
Non-cash operating lease expense | (0.1) | 1.2 | 0.2 | (2.1) | |
Interest expense | 0.9 | 2.4 | 2.6 | 4.9 | |
Income (loss) before income tax | 22.1 | 8.5 | 31.5 | 14.6 | |
Capital expenditures | 7.7 | 9.2 | 16.7 | 17 | |
Flatbed | Consolidated | Company freight | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Total revenue | 47.7 | 48.9 | 92.4 | 100.2 | |
Flatbed | Consolidated | Owner operator freight | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Total revenue | 88.9 | 60.1 | 159.9 | 126.3 | |
Flatbed | Consolidated | Brokerage | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Total revenue | 25.3 | 15.5 | 47.5 | 35 | |
Flatbed | Consolidated | Logistics | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Total revenue | 1.3 | 0.7 | 2.5 | 1.5 | |
Flatbed | Consolidated | Fuel surcharge | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Total revenue | 17.7 | 12 | 32.1 | 29.4 | |
Specialized | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Intersegment revenues and expenses | 2 | 4.8 | 4.3 | 7.5 | |
Specialized | Consolidated | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Total revenue | 226.1 | 221.5 | 409.8 | 461.9 | |
Operating income (loss) | 29 | 14.5 | 39.5 | 8 | |
Depreciation | 12.1 | 12.2 | 24.2 | 28.1 | |
Amortization of intangible assets | 1 | 1 | 2 | 2 | |
Impairment | 13.4 | ||||
Restructuring | 0.1 | 2.8 | 0.1 | 3.3 | |
Non-cash operating lease expense | (0.3) | (1.4) | 0.6 | (0.6) | |
Interest expense | 1.3 | 2.8 | 3.4 | 5.9 | |
Income (loss) before income tax | 28 | 12.5 | 36.8 | 1.8 | |
Capital expenditures | 13.5 | 21.4 | 24.1 | 27.9 | |
Specialized | Consolidated | Company freight | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Total revenue | 118.3 | 121.6 | 221.1 | 253.7 | |
Specialized | Consolidated | Owner operator freight | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Total revenue | 40.7 | 38.3 | 75.3 | 81 | |
Specialized | Consolidated | Brokerage | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Total revenue | 41.5 | 43.1 | 68.1 | 86 | |
Specialized | Consolidated | Logistics | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Total revenue | 9.3 | 8.1 | 16.5 | 17.3 | |
Specialized | Consolidated | Fuel surcharge | |||||
Segment Reporting Information, Profit (Loss) [Abstract] | |||||
Total revenue | $ 16.3 | $ 10.4 | $ 28.8 | $ 23.9 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||||
Net income (loss) | $ 35.3 | $ (7.3) | $ 1.6 | $ (16.3) | $ 28 | $ (14.7) |
Less Series A preferred dividends | (1.3) | (1.3) | (2.5) | (2.5) | ||
Net loss attributable to common stockholders | 34 | 0.3 | 25.5 | (17.2) | ||
Allocation of earnings to non-vested participating restricted stock units | (0.3) | (0.2) | ||||
Numerator for basic EPS - loss available to common stockholders - two class method | 33.7 | 0.3 | 25.3 | (17.2) | ||
Numerator for diluted EPS - loss available to common shareholders - two class method | 35 | $ 0.3 | 25.3 | $ (17.2) | ||
Add back allocation earnings to participating securities | $ 0.3 | 0.2 | ||||
Reallocation of earnings to participating securities considering potentially dilutive securities | $ (0.3) | $ (0.2) | ||||
Denominator: | ||||||
Denominator for basic EPS - weighted-average shares | 64,800,000 | 64,200,000 | 65,000,000 | 64,600,000 | ||
Denominator for diluted EPS - weighted-average shares | 71,866,303 | 64,711,210 | 66,154,571 | 64,625,347 | ||
Basic loss per share | $ 0.52 | $ 0 | $ 0.39 | $ (0.27) | ||
Diluted loss per share | $ 0.49 | $ 0 | $ 0.38 | $ (0.27) | ||
Stock Option | ||||||
Denominator: | ||||||
Weighted-average shares outstanding - Equivalent | 1,400,000 | 500,000 | 1,200,000 | |||
Convertible Preferred Stock | ||||||
Denominator: | ||||||
Weighted-average shares outstanding - Equivalent | 5,700,000 | |||||
Series A | ||||||
Numerator: | ||||||
Less Series A preferred dividends | $ (1.3) | $ (1.3) | $ (2.5) | $ (2.5) | ||
Net loss attributable to common stockholders | (34) | $ 0.3 | $ (25.5) | $ (17.2) | ||
Add back series A preferred dividends | $ 1.3 | |||||
Denominator: | ||||||
Preferred stock dividend rate (as a percent) | 7.625% | 7.625% | 7.625% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | ||||
Common stock, issued | 63,804,434 | 65,023,174 | ||
Repurchase common stock | $ 10.5 | $ 0 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, issued | 1,482,377 | |||
Repurchase common stock | $ 9.8 |