Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 18, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Common shares outstanding | 62,566,133 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001642453 | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 291.8 | ||
Entity Voluntary Filers | No | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive proxy statement for its 2022 Annual Meeting of Stockholders to be filed within 120 days of the Registrant’s fiscal year ended December 31, 2021 are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | Dallas, Texas | ||
Auditor Firm ID | 248 | ||
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 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 147.5 | $ 176.2 |
Accounts receivable, net of allowance of $2.2 and $3.0 at December 31, 2021 and 2020, respectively | 172.3 | 154.4 |
Drivers' advances and other receivables | 7.7 | 8 |
Other current assets | 22.6 | 26.5 |
Total current assets | 350.1 | 365.1 |
Property and equipment, net | 397.7 | 402.7 |
Intangible assets, net | 86.9 | 93.8 |
Goodwill | 140.1 | 140.1 |
Right-of-use assets | 108.3 | 121.1 |
Other non-current assets | 4.3 | 4.1 |
Total assets | 1,087.4 | 1,126.9 |
Current liabilities: | ||
Accounts payable | 14.7 | 16.5 |
Accrued expenses and other liabilities | 43.9 | 35.7 |
Accrued payroll, benefits and related taxes | 32.9 | 29.9 |
Accrued insurance and claims | 26.8 | 23.7 |
Current portion of long-term debt | 55.5 | 54 |
Warrant liability | 4.7 | 0 |
Current operating lease liabilities | 33.7 | 30.9 |
Total current liabilities | 212.2 | 190.7 |
Line of credit | 0 | 0 |
Long-term debt, net of current portion | 531.4 | 618.6 |
Deferred tax liabilities | 85.1 | 70 |
Non-current operating lease liabilities | 81.1 | 96 |
Warrant liability | 0 | 6.3 |
Other non-current liabilities | 1.6 | 6.5 |
Total liabilities | 911.4 | 988.1 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity: | ||
Common stock, par value $0.0001 per share; 250,000,000 shares authorized, 62,489,278 and 65,023,174 shares issued and outstanding at December 31, 2021 and 2020, respectively | 0 | 0 |
Additional paid-in-capital | 387.8 | 401.6 |
Accumulated deficit | (276.8) | (327.8) |
Accumulated other comprehensive loss | 0 | 0 |
Total stockholders' equity | 176 | 138.8 |
Total liabilities and stockholders' equity | 1,087.4 | 1,126.9 |
Series A convertible preferred stock | ||
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 December 31, 2021 and 2020 | $ 65 | $ 65 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Allowance | $ 2,100,000 | $ 3,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 62,489,278 | 65,023,174 |
Common stock, outstanding | 62,489,278 | 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 - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues: | ||
Total revenue | $ 1,556,800,000 | $ 1,454,100,000 |
Operating expenses: | ||
Salaries, wages and employee benefits | 378,300,000 | 399,400,000 |
Operations and maintenance | 143,800,000 | 169,100,000 |
Communications | 4,000,000 | 3,600,000 |
Administrative | 62,800,000 | 66,500,000 |
Sales and marketing | 1,900,000 | 1,800,000 |
Insurance and claims | 61,300,000 | 66,900,000 |
Depreciation and amortization | 88,100,000 | 98,300,000 |
Gain on disposition of revenue property and equipment | (17,100,000) | (6,900,000) |
Impairment | 0 | 15,400,000 |
Restructuring charges | 300,000 | 9,500,000 |
Total operating expenses | 1,444,000,000 | 1,418,700,000 |
Income from operations | 112,800,000 | 35,400,000 |
Other expense (income): | ||
Interest income | (300,000) | (600,000) |
Interest expense | 33,500,000 | 44,900,000 |
Fair value of warrant liability | (1,600,000) | 2,100,000 |
Other | (800,000) | (14,900,000) |
Total other expense | 30,800,000 | 31,500,000 |
Income before income taxes | 82,000,000 | 3,900,000 |
Income tax expense (benefit) | 26,000,000 | (200,000) |
Net income | 56,000,000 | 4,100,000 |
Other comprehensive income: | ||
Foreign currency translation adjustments | 400,000 | |
Comprehensive income | 56,000,000 | 4,500,000 |
Net income | 56,000,000 | 4,100,000 |
Less dividends to convertible preferred stockholders | (5,000,000) | (4,900,000) |
Net income (loss) attributable to common stockholders | $ 51,000,000 | $ (800,000) |
Earnings per common share: | ||
Basic (in dollars per share) | $ 0.79 | $ (0.01) |
Diluted (in dollars per share) | $ 0.77 | $ (0.01) |
Weighted-average common shares outstanding: | ||
Basic (in shares) | 63,744,456 | 64,775,275 |
Diluted (in shares) | 65,409,258 | 64,775,275 |
Series A | ||
Other comprehensive income: | ||
Less dividends to convertible preferred stockholders | $ (5,000,000) | $ (4,900,000) |
Net income (loss) attributable to common stockholders | $ 51,000,000 | $ (800,000) |
Weighted-average common shares outstanding: | ||
Dividends declared per convertible preferred share | $ 7.63 | $ 7.63 |
Company freight | ||
Revenues: | ||
Total revenue | $ 629,700,000 | $ 676,800,000 |
Operating expenses: | ||
Purchased freight | 598,500,000 | 491,400,000 |
Owner operator freight | ||
Revenues: | ||
Total revenue | 486,500,000 | 408,900,000 |
Brokerage | ||
Revenues: | ||
Total revenue | 269,000,000 | 234,300,000 |
Logistics | ||
Revenues: | ||
Total revenue | 39,200,000 | 37,400,000 |
Fuel surcharge | ||
Revenues: | ||
Total revenue | 132,400,000 | 96,700,000 |
Operating expenses: | ||
Fuel | 107,300,000 | 87,300,000 |
Service | ||
Operating expenses: | ||
Taxes and licenses | $ 14,800,000 | $ 16,400,000 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Millions | Total | Common Stock | Additional Paid-In Capital [Member] | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Series A convertible preferred stockPreferred 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 | ||||
Exercise of warrants (in shares) | 1 | |||||
Vesting of restricted stock units (in Shares) | 434,098 | |||||
Vesting of restricted stock units (in Value) | (0.1) | (0.1) | ||||
Series A convertible preferred stock dividend | (4.9) | (4.9) | ||||
Stock-based compensation expense | 4.8 | 4.8 | ||||
Foreign currency translation adjustments | 0.4 | $ 0.4 | ||||
Net income | 4.1 | 4.1 | ||||
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 shares) | 157,545 | |||||
Exercise of stock options (in Value) | 0.5 | 0.5 | ||||
Exercise of warrants (in shares) | 5 | |||||
Vesting of restricted stock units (in Shares) | 308,554 | |||||
Vesting of restricted stock units (in Value) | (1.9) | (1.9) | ||||
Series A convertible preferred stock dividend | $ (5) | (5) | ||||
Stock repurchased and retired during period (in shares) | 3,000,000 | (3,000,000) | ||||
Stock repurchased and retired during period | $ (20.4) | (20.4) | ||||
Stock-based compensation expense | 8 | 8 | ||||
Net income | 56 | 56 | ||||
Balance (in Value) at Dec. 31, 2021 | $ 176 | $ 387.8 | $ (276.8) | $ 65 | ||
Balance (in Shares) at Dec. 31, 2021 | 62,489,278 | 650,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net income | $ 56,000,000 | $ 4,100,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 81,200,000 | 91,100,000 |
Amortization of intangible assets | 6,900,000 | 7,200,000 |
Amortization of deferred financing fees | 1,700,000 | 4,300,000 |
Non-cash operating lease expense | 800,000 | (8,000,000) |
Non-cash adjustments to contingent consideration | 0 | (13,900,000) |
Fair value of warrant liability | (1,600,000) | 2,100,000 |
Write-off of deferred financing fees | 1,200,000 | 0 |
Stock-based compensation expense | 8,600,000 | 5,900,000 |
Deferred taxes | 14,700,000 | (100,000) |
Bad debt (recovery) expense | (300,000) | 1,200,000 |
Gain on disposition of property and equipment | (17,100,000) | (6,900,000) |
Impairment | 0 | 15,400,000 |
Changes in operating assets and liabilities | ||
Accounts receivable | (17,700,000) | 42,200,000 |
Drivers' advances and other receivables | 900,000 | 0 |
Other current assets | 3,900,000 | (600,000) |
Accounts payable | (1,800,000) | (4,100,000) |
Accrued expenses and other liabilities | 7,300,000 | 5,000,000 |
Net cash provided by operating activities | 144,700,000 | 144,900,000 |
Cash flows from investing activities | ||
Purchase of property and equipment | (53,700,000) | (37,200,000) |
Proceeds from sale of property and equipment | 58,600,000 | 68,800,000 |
Net cash provided by investing activities | 4,900,000 | 31,600,000 |
Cash flows from financing activities: | ||
Advances on line of credit | 1,656,300,000 | 1,484,700,000 |
Repayments on line of credit | (1,656,300,000) | (1,486,400,000) |
Principal payments on long-term debt | (247,400,000) | (82,200,000) |
Proceeds from long-term debt | 97,500,000 | 0 |
Payment of contingent consideration | 0 | (7,600,000) |
Payments of deferred financing fees | (3,400,000) | 0 |
Repurchases of common stock | (20,400,000) | 0 |
Exercise of stock options, net | 500,000 | 0 |
Net cash used in financing activities | (178,200,000) | (96,400,000) |
Effect of exchange rates on cash and cash equivalents | (100,000) | 400,000 |
Net increase (decrease) in cash and cash equivalents | (28,700,000) | 80,500,000 |
Cash and cash equivalents - beginning of year | 176,200,000 | 95,700,000 |
Cash and cash equivalents - end of year | 147,500,000 | 176,200,000 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 29,600,000 | 40,600,000 |
Cash paid for income taxes | 10,400,000 | 3,500,000 |
Noncash investing and financing activities | ||
Property and equipment acquired with debt or finance lease liabilities | 64,700,000 | 58,300,000 |
Property and equipment sold for notes receivable | 500,000 | 300,000 |
Right-of-use assets acquired | 23,600,000 | 54,600,000 |
Series A | ||
Cash flows from financing activities: | ||
Convertible preferred stock dividends | $ (5,000,000) | $ (4,900,000) |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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. is engaged in full service open-deck trucking that specializes 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. Principles of Consolidation The consolidated financial statements include the accounts of Daseke, Inc. and its wholly owned subsidiaries (“Daseke”). All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Accounts Receivable The Company grants credit to its customers for substantially all of its sales. Accounts receivable are carried at original invoice amount less an estimate for doubtful accounts. The Company establishes an allowance for doubtful accounts based on a periodic review of its outstanding receivables and consideration of historical experience. Accounts receivable are written off when deemed uncollectible and recoveries of trade accounts receivable previously written off are recorded as income when received. Accounts receivable are unsecured and the Company does not charge interest on outstanding receivables. Changes in the allowance for doubtful accounts is as follows (in millions): Year Ended December 31, 2021 2020 Beginning balance $ 3.0 $ 3.5 Bad debt (recovery) expense ( 0.3 ) 1.2 Write-off, less recoveries ( 0.6 ) ( 1.7 ) Ending balance $ 2.1 $ 3.0 Cash and Cash Equivalents Cash equivalents are defined as short-term investments that have an original maturity of three months or less at the date of purchase and are readily convertible into cash. The Company maintains cash in several banks and, at times, the balances may exceed federally insured limits. The Company does not believe it is exposed to any material credit risk on cash. The Company has a money market account with balances of $ 129.2 million and $ 160.0 million, as of December 31, 2021 and 2020 , respectively. Property and Equipment Property and equipment are stated at cost less accumulated depreciation, and are depreciated to estimated salvage value using the straight-line method over the estimated useful lives of the related assets as follows: Buildings and building improvements 10 – 40 years Leasehold improvements 5 – 20 years (1) Revenue equipment – tractors, trailers and accessories 5 – 15 years Assets leased and available for lease to owner-operators 5 – 15 years Vehicles 5 – 7 years Furniture and fixtures 5 – 7 years Office, computer equipment and capitalized software development 3 – 5 years (1) or the term of the lease, whichever is shorter Long-lived assets are reviewed for impairment at the asset group level whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the sum of the expected future undiscounted cash flow is less than the carrying amount of the asset, an impairment is indicated. A loss is then recognized for the difference, if any, between the fair value of the asset (as estimated by management using its best judgment) and the carrying value of the asset. If actual market value is less favorable than that estimated by management, additional write-downs may be required. Goodwill and Intangible Assets Goodwill and other intangible assets result from business acquisitions. The Company accounts for business acquisitions by assigning the purchase price to tangible and intangible assets and liabilities. Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over amounts assigned is recorded as goodwill. Goodwill is tested for impairment at least annually (or more frequently if impairment indicators arise) for each reporting unit by applying either a qualitative or quantitative analysis in accordance with the authoritative accounting guidance on goodwill. The Company first assesses qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis for determining whether it is necessary to perform a quantitative goodwill impairment test. The Company may bypass the qualitative assessment for any reporting unit in any period and proceed directly with the quantitative analysis. The quantitative analysis compares the fair value of the reporting unit with its carrying amount. The Company estimates the fair value of a reporting unit using a combination of discounted expected future cash flows (an income approach) and guideline public companies method (a market approach). The Company’s annual assessment is conducted as of October 1 of each year. Other intangible assets recorded consist of indefinite lived trade names and definite lived non-competition agreements and customer relationships. These intangible assets are stated at estimated fair value at the time of acquisition less accumulated amortization. Amortization is recorded using the straight-line method over the following estimated useful lives: Customer relationships 10 – 15 years Non-competition agreements 2 – 5 years The Company evaluates its definite lived intangible assets for impairment when current facts or circumstances indicate that the carrying value of the assets to be held and used may not be recoverable. Indefinite-lived intangible assets are tested for impairment annually applying a fair value based analysis in accordance with the authoritative accounting guidance for such assets. Right of Use Assets The Company capitalizes operating and finance leases for various real estate including corporate offices, trucking facilities and terminals, warehouses, and tractor parking as well as various types of equipment including tractors, trailers, forklifts, and office equipment. Leases with an initial term of 12 months or less (short term leases) across all asset classes are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Some of the Company’s leases include one or more options to renew, with renewals that can extend the lease term from 1 to 5 years . The Company’s lease term calculations include the impact of options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option, and the exercise of lease renewal options is at the Company’s sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Rights and obligations related to lease agreements the Company has signed but that have not yet commenced are not material. The Company has certain lease agreements related to its revenue equipment that contain residual value guarantees. These residual value guarantees require the Company to return the revenue equipment at the end of the lease term in a certain condition as specified by the lessor in the lease agreement. The Company determines whether an arrangement is classified as a lease at inception. The Company's right-of-use assets represent its right to use the underlying assets for the lease term and the Company's lease liabilities represent its obligation to make lease payments arising from the leases. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company's operating lease agreements generally do not provide an implicit rate. The Company develops an incremental borrowing rate based on the information available at the commencement date regarding the interest rate applicable to collateralized borrowings for a period similar to the original lease period. The incremental borrowing rates were used in determining the present value of lease payments which is reflected as the lease liability. Revenue and Expense Recognition While there may be master service agreements with Company customers, a contract is not established until the customer specifically requests the Company’s services and the Company accepts. The Company evaluates each contract for distinct performance obligations. In the Company’s business, a typical performance obligation is the transportation of a load, including any highly interrelated ancillary services. The Company’s revenue and related costs are recognized when the Company satisfies its performance obligation(s) transferring goods or services to the customer and the customer obtains control. With respect to freight, brokerage, logistics and fuel surcharge revenue, the Company’s customers simultaneously receive and consume the benefits of the Company’s contracts; therefore revenue is recognized over time. This is a faithful depiction of the satisfaction of the performance obligation, as the customer does not need to re-perform the transportation services the Company has provided to date. Logistics revenues are recognized as the services are provided. Generally, the Company’s customers are billed upon delivery of the freight or monthly and remit payment according to the approved payment terms. Freight Revenue Freight revenue is generated by hauling customer freight using company owned equipment (company freight) and owner-operator equipment (owner-operator freight). Freight revenue is the product of the number of revenue-generating miles driven and the rate per mile received from customers plus assessorial charges, such as loading and unloading freight, cargo protection, fees for detained equipment or fees for route planning and supervision. Brokerage Revenue The Company regularly engages third-party capacity providers to haul loads. The Company is primarily responsible for fulfilling the promise to provide load transportation services, and has discretion in setting prices, along with the risk to fulfill the contract to the customer. Based upon this evaluation, the Company has determined that it is the principal and therefore, records gross revenues and expenses for brokerage services. Logistics Revenue Logistics revenue is generated from a range of services, including value-added warehousing, loading and unloading, vehicle maintenance and repair, preparation and packaging, fuel management, and other fleet management solutions. Fuel Surcharge Fuel surcharge revenue compensates the Company for fuel costs above a certain cost per gallon base. Generally, the Company receives fuel surcharges from customers on loaded miles. Typically fuel surcharge does not apply to empty miles, idle time or out of route miles. The Company has designated the following preference and practical expedients: ● To not disclose remaining performance obligations when the expected performance obligation duration is one year or less. The vast majority of the Company’s services transfer control within a month of the inception of the contract with select specialized loads taking several months to allow for increased planning and permitting. ● Recognize the incremental costs of obtaining or fulfilling a contract as an expense when incurred, as the amortization period of a potential asset would be recognized in one year or less. ● Exclude taxes collected on behalf of government authorities from the Company’s measurement of transaction prices. Tax amounts are not included within net income or cost of sales. Advertising Advertising costs are expensed as incurred and were insignificant for the years ended December 31, 2021 and 2020 . Sales Taxes Taxes collected from customers and remitted to governmental authorities are presented in revenues in the consolidated statements of operations and comprehensive income on a net basis. Income Taxes Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the consolidated financial statement and tax basis of assets and liabilities at the applicable enacted tax rates. The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters in income tax expense (benefit) within the statements of operations and comprehensive income. The Company had no uncertain tax positions as of December 31, 2021 and 2020 . Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk include accounts receivable. One customer represented approximately 10 % of trade accounts receivable as of December 31, 2021 and one customer represented approximately 13 % of trade accounts receivable as of December 31, 2020. No single customer represented 10% or greater of total revenue for the year ended December 31, 2021 and one customer represented approximately 10 % of total revenue for the year ended December 31, 2020 . Deferred Financing Fees In conjunction with obtaining long-term debt, the Company incurs financing costs which are being amortized using the straight-line method, which approximates the effective interest rate method, over the terms of the obligations. As of December 31, 2021 and 2020 , the balance of deferred finance charges was $ 7.6 million and $ 7.1 million, respectively, which is included as a reduction of long-term debt, net of current portion in the consolidated balance sheets. Amortization of deferred financing fees for the years ended December 31, 2021 and 2020 totaled $ 1.7 million and $ 4.3 million, respectively, which is included in interest expense. 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 (see Note 11 for details) are included within the Level 1 and Level 3 fair value hierarchy. 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 December 31, 2021 Liabilities: Level 1 Level 2 Level 3 Total Warrant liability $ 2.7 $ — $ 2.0 $ 4.7 Total fair value $ 2.7 $ — $ 2.0 $ 4.7 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 years ended December 31, 2021 and 2020 (in millions): Year Ended December 31, 2021 2020 Balance, beginning of year $ 2.7 $ 1.8 Change in fair value ( 0.7 ) 0.9 Balance, end of year $ 2.0 $ 2.7 On October 21, 2020, the Company and the representative of the former Aveda shareholders agreed to an earnout payment of $ 7.4 million as the result of an arbitration process, which was paid in the fourth quarter of 2020. The settlement was approximately $ 13.7 million less than the contingent consideration liability, which was recognized as a gain in other income in the fourth quarter of 2020. In addition, $ 0.2 million was paid during the year ended December 31, 2020 related to other contingent consideration. Fair Value of Financial Instruments The Company’s financial instruments consist of cash, accounts receivable, accounts payable and accrued expenses, the line of credit and long-term debt. The carrying value of these financial instruments approximates fair value based on the liquidity of these financial instruments, their short-term nature or variable interest rates. Stock-Based Compensation Awards of equity instruments issued to employees and directors are accounted for under the fair value method of accounting and recognized in the consolidated statements of operations and comprehensive income. Compensation cost is measured for all equity-classified stock-based awards at fair value on the date of grant and recognized using the straight-line method over the service period over which the awards are expected to vest. Compensation cost is remeasured for all liability-classified stock-based awards at fair value at each period-end and recognized using the straight-line method over the service period over which the awards are expected to vest. Fair value of all time-vested options as of the date of grant is estimated using the Black-Scholes option valuation model, which was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Since the Company does not have a sufficient history of exercise behavior, expected term is calculated using the assumption that the options will be exercised ratably from the date of vesting to the end of the contractual term for each vesting tranche of awards. The risk-free interest rate is based on the U.S. Treasury yield curve for the period of the expected term of the stock option. Expected volatility is calculated using an index of publicly traded peer companies. Fair values of non-vested stock awards (restricted stock units) are equal to the market value of the common stock on the date of the award with compensation costs amortized over the vesting period of the award. Fair values of equity-classified performance stock units without a market condition are equal to the market value of the common stock on the date of the award with compensation costs amortized over the vesting period of the award for awards probable to vest. Fair values of liability-classified performance stock units without a market condition are equal to the market value of the common stock at each period-end with compensation costs amortized over the vesting period of the award for awards probable to vest. Fair values of liability-classified performance stock units with a market condition are estimated each period-end using the Monte Carlo valuation model in a risk-neutral framework to model future stock price movements based upon highly subjective assumptions, including historical volatility, risk-free rates of return and the stock price simulated over the performance period. The risk-free interest rate is based on the interpolated constant maturity treasury curve for the performance period. Expected volatility is calculated using annualized historical volatility with a lookback period equal to the remaining performance period. Accrued Insurance and Claims The Company uses a combination of purchased insurance, self-insurance, and captive group programs. The insurance provides for the cost of vehicle liability, cargo loss, damage, general liability, property, workers’ compensation claims and employee medical benefits. Self-insurance accruals relate primarily to vehicle liability, cargo damage, workers’ compensation and employee medical claims. The measurement and classification of self-insured costs requires the consideration of historical cost experience, demographic and severity factors, and judgments about the current and expected levels of cost per claim and retention levels. These methods provide estimates of the liability associated with claims incurred as of the balance sheet date, including claims not reported. A liability is recognized for the estimated cost of all self-insured claims including an estimate of incurred but not reported claims based on historical experience. The Company believes these methods are appropriate for measuring these highly judgmental self-insurance accruals. However, the use of any estimation method is sensitive to the assumptions and factors described above, based on the magnitude of claims and the length of time from the date the claim is incurred to ultimate settlement. Accordingly, changes in these assumptions and factors can materially affect actual costs paid to settle the claims and those amounts may be different than estimates. Segment Reporting The Company determines its operating segments based on the information utilized by the chief operating decision maker to allocate resources and assess performance. Based on this information, the Company has determined it has 11 operating segments as of December 31, 2021 and 2020 that are aggregated into two reportable segments: Flatbed Solutions, which delivers its services using primarily flatbed transportation equipment to meet the needs of high-volume, time-sensitive shippers, and Specialized Solutions, which delivers transportation and logistics solutions for super heavy haul, high-value customized and over-dimensional loads, many of which require engineering and customized equipment. Earnings Per Share Basic earnings per common share is calculated by dividing net income attributable 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 of earnings per share 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. Common Stock Purchase Warrants The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock or do not meet the equity classification guidance as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At the time of exercise, the portion of the warrant liability related to the exercised common stock warrants will be reclassified to additional paid-in capital. See Note 11 for additional details on the common stock purchase warrants. Foreign Currency Gains and Losses The functional currency for all operations except Canada is the U.S. dollar. The local currency is the functional currency for the Company’s operations in Canada. For these operations, assets and liabilities are translated at the rates of exchange on the consolidated balance sheet date, while income and expense items are translated at average rates of exchange during the period. The resulting gains or losses arising from the translation of accounts from the functional currency into U.S. dollars are included as a separate component of stockholders’ equity in accumulated other comprehensive income until a partial or complete liquidation of the Company’s net investment in the foreign operation. From time to time, the Company’s foreign operations may enter into transactions that are denominated in a currency other than their functional currency. These transactions are initially recorded in the functional currency of the operating company based on the applicable exchange rate in effect on the date of the transaction. Monthly, these transactions are remeasured to an equivalent amount of the functional currency based on the applicable exchange rate in effect on the remeasurement date. Any adjustment required to remeasure a transaction to the equivalent amount of functional currency is recorded in the consolidated statements of operations of the foreign operating company as a component of foreign exchange gain or loss. Internal-use software The Company capitalizes implementation costs incurred in a cloud-based hosting arrangement that is a service contract in the same manner as costs incurred to obtain internal-use software. These implementation costs, while not material, are included in property and equipment and amortized over the term of the service contract. 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. In addition, in January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) – Scope, to clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. 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. The Company does not expect this 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. The Company is currently evaluating the impact of adopting this guidance. 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. Reclassification of Prior Period Amounts Certain prior period financial information has been reclassified to conform to current period presentation. We reclassified certain prior period amounts in the reconciliation between the effective income tax rate and the United States statutory income tax rate as of December 31, 2020 to conform to current year classification. In addition, we reclassified certain prior period amounts in the components of other current assets as of December 31, 2020 to conform to current year classification. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | NOTE 2 – LEASES Lessee The Company has operating and finance leases for various real estate including corporate offices, trucking facilities and terminals, warehouses, and tractor parking as well as various types of equipment including tractors, trailers, forklifts, and office equipment. New real estate lease agreements will typically have initial terms between 3 to 15 years and new equipment lease agreements will typically have initial terms of 3 to 9 years . The Company follows ASC 360, Impairment or Disposal of Long-Lived Assets, to determine whether right-of-use assets relating to operating and finance leases are impaired. The Company recorded impairment charges of $ 3.2 million to right-of-use assets relating to Aveda operating leases for the year ended December 31, 2020. The fair value of the right-of-use assets were determined utilizing a market participant discount rate and the estimated market rent, in connection with the divestiture of Aveda in the Specialized Solutions segment. There was no impairment recorded for the year ended December 31, 2021. The following table reflects the Company’s components of lease expenses for the year ended December 31, 2021 and 2020 (in millions): Year Ended December 31, Classification 2021 2020 Operating lease cost Revenue equipment Operations and maintenance $ 25.5 $ 24.3 Real estate Administrative 14.9 8.7 Variable lease cost Operations and maintenance, and Administrative 0.9 0.1 Short-term lease cost Operations and maintenance, and Administrative 0.9 0.5 Total operating lease cost $ 42.2 $ 33.6 Finance lease cost Amortization of right-of-use assets Depreciation and amortization $ 6.7 $ 5.1 Interest on lease liabilities Interest expense 1.2 1.2 Total finance lease cost $ 7.9 $ 6.3 Total lease cost $ 50.1 $ 39.9 The components of assets and liabilities for operating and finance leases are as follows as of December 31, 2021 and 2020 (in millions): December 31, Classification 2021 2020 Assets Operating lease right-of-use assets Right-of-use assets $ 108.3 $ 121.1 Finance lease right-of-use assets Property and equipment, net 29.1 30.6 Total lease assets $ 137.4 $ 151.7 Liabilities Operating lease liabilities: Current Current operating lease liabilities $ 33.7 $ 30.9 Non-current Non-current operating lease liabilities 81.1 96.0 Total operating lease liabilities $ 114.8 $ 126.9 Finance lease liabilities: Current Current portion of long-term debt $ 8.0 $ 8.5 Non-current Long-term debt, net of current portion 20.5 22.7 Total finance lease liabilities $ 28.5 $ 31.2 Total lease liabilities $ 143.3 $ 158.1 The following table is a summary of supplemental cash flows related to leases for the year ended December 31, 2021 and 2020 (in millions): Year ended December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ ( 41.6 ) $ ( 37.8 ) Operating cash flows from finance leases ( 1.2 ) ( 1.1 ) Financing cash flows from finance leases ( 9.6 ) ( 6.6 ) Right-of-use assets obtained in exchange for lease obligations: Operating lease right-of-use assets $ 23.6 $ 54.6 Finance lease right-of-use assets 6.7 11.6 The following table is the future payments on leases as of December 31, 2021 (in millions): Operating Finance Year ending December 31, leases leases Total 2022 $ 38.2 $ 9.0 $ 47.2 2023 31.7 9.4 41.1 2024 19.8 6.8 26.6 2025 11.7 3.9 15.6 2026 8.7 1.6 10.3 Thereafter 18.7 — 18.7 Total lease payments 128.8 30.7 159.5 Less: interest ( 14.0 ) ( 2.2 ) ( 16.2 ) Present value of lease liabilities $ 114.8 $ 28.5 $ 143.3 The following table is a summary of weighted average lease terms and discount rates for leases as of December 31, 2021 and 2020: December 31, 2021 2020 Weighted-average remaining lease term (years) Operating leases 4.94 5.59 Finance leases 3.08 3.57 Weighted-average discount rate Operating leases 4.62 % 5.04 % Finance leases 4.17 % 4.40 % Lessor 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. 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. The Company recorded depreciation expense of $ 21.5 million and $ 18.7 million on its revenue equipment leased and available for lease to owner-operators under operating leases for the year ended December 31, 2021 and 2020, respectively. Lease income from lease payments related to the Company's operating leases for the years ended December 31, 2021 and 2020 , was $ 28.2 million and $ 25.0 million, respectively. The following table is the future minimum receipts on leases as of December 31, 2021 (in millions): Year ending December 31, Amount 2022 $ 23.8 2023 19.3 2024 13.7 2025 6.9 2026 3.3 Thereafter 0.3 Total minimum lease receipts $ 67.3 |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 3 – OTHER CURRENT ASSETS The components of other current assets are as follows as of December 31 (in millions): 2021 2020 Prepaid insurance $ 7.5 $ 12.0 Prepaid licensing, permits and tolls 4.8 4.9 Parts supplies 3.5 3.1 Other prepaids 2.7 3.2 Income tax receivable 1.9 1.6 Prepaid highway and fuel taxes 1.1 1.1 Prepaid software 1.1 0.6 Total $ 22.6 $ 26.5 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 4 – GOODWILL AND INTANGIBLE ASSETS Goodwill represents the excess of the purchase price of all acquisitions over the estimated fair value of the net assets acquired. The Company performs an impairment test of goodwill annually as of October 1 or when impairment indicators arise. There were no goodwill impairments for the years ended December 31, 2021 and 2020. Accumulated impairment as of December 31, 2021 and 2020 was $ 118.8 million, comprised of $ 42.2 million in the Flatbed Solutions segment and $ 76.6 million in the Specialized Solutions segment. The summary of changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 are as follows (in millions): Flatbed Specialized Solutions Segment Total Goodwill balance at January 1, 2020 $ 59.3 $ 80.6 $ 139.9 Foreign currency translation adjustment — 0.2 0.2 Goodwill balance at December 31, 2020 59.3 80.8 140.1 Foreign currency translation adjustment — — — Goodwill balance at December 31, 2021 $ 59.3 $ 80.8 $ 140.1 During 2021, there were no impairments related to intangible assets. During 2020, the Company recorded impairment charges to intangible assets of $ 8.2 million in the Specialized Solutions segment for the trade names category of intangible assets as a result of the divestiture of Aveda and the reorganization and merger of two of the Company’s operating companies. Intangible assets consisted of the following at December 31, 2021 and 2020 (in millions): As of December 31, 2021 As of December 31, 2020 Intangible Accumulated Intangible Intangible Accumulated Intangible Assets Amortization Assets, net Assets Amortization Assets, net Non-competition agreements $ 21.7 $ ( 20.8 ) $ 0.9 $ 21.7 $ ( 19.7 ) $ 2.0 Customer relationships 88.9 ( 53.9 ) 35.0 88.9 ( 48.1 ) 40.8 Trade names 50.9 — 50.9 50.9 — 50.9 Foreign currency translation adjustment 0.1 — 0.1 0.1 — 0.1 Total intangible assets $ 161.6 $ ( 74.7 ) $ 86.9 $ 161.6 $ ( 67.8 ) $ 93.8 As of December 31, 2021, non-competition agreements and customer relationships had weighted average remaining useful lives o f 1.0 and 8.6 years, respectively. Amortization expense for intangible assets with definite lives was $ 6.9 million and $ 7.2 million for the years ended December 31, 2021 and 2020, respectively. Future estimated amortization expense is as follows (in millions): Non-competition Customer Year ending December 31, Agreements Relationships 2022 $ 0.8 $ 5.9 2023 0.1 5.9 2024 — 4.1 2025 — 3.1 2026 — 2.6 Thereafter — 13.4 Total $ 0.9 $ 35.0 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If the carrying amount of an asset or group of assets exceeds its net realizable value, the asset will be written down to its fair value and the amount recognized for impairment is equal to the difference between the carrying value and the asset’s fair value. During 2021, there were no impairments related to property and equipmen t. During the first quarter of 2020, as a result of the divestiture of Aveda, the Company recorded an impairment charge of $ 4.0 million in the Specialized Solutions segment to state property and equipment at fair value, calculated using the indirect method of the cost approach . The impairment charges are included in impairment in the consolidated statements of operations and comprehensive income. The components of property and equipment are as follows at December 31 (in millions): 2021 2020 Revenue equipment $ 520.5 $ 546.7 Revenue equipment leased and available for lease to owner-operators 123.4 87.1 Buildings and improvements 58.0 57.0 Furniture and fixtures, office and computer equipment, vehicles and capitalized software development 33.3 31.9 735.2 722.7 Accumulated depreciation ( 337.5 ) ( 320.0 ) Total $ 397.7 $ 402.7 Total depreciation expense was $ 81.2 million and $ 91.1 million for the years ended December 31, 2021 and 2020 , respectively, which included depreciation expense on revenue equipment leased and available for lease to owner-operators of $ 21.5 million and $ 18.7 million for the years ended December 31, 2021 and 2020 . |
INTEGRATION AND RESTRUCTURING
INTEGRATION AND RESTRUCTURING | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
INTEGRATION AND RESTRUCTURING | NOTE 6 – 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. 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. The Company recorded $ 8.2 million of restructuring and exit costs in connection with the closure of these terminals in the year ended December 31, 2020 and the Company does not expect any future material restructuring and exit costs associated with the closure. 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. The Company recorded $ 0.3 million and $ 1.3 million of integration and restructuring expenses in connection with the Plan and Project Pivot in the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, we have incurred a cumulative total of $ 10.0 million in integration and restructuring costs since inception of Phase I and II of the Plan. The Company does not expect any future material restructuring costs associated with these Plans. The following table summarizes the integration and restructuring costs as of December 31, 2021 (in millions): Severance Operating and Lease Fixed Asset Other Payroll Termination Impairment Other Total Specialized Solution Balance, December 31, 2020 $ — $ — $ — $ — $ — Costs accrued — — — 0.3 0.3 Amounts paid or charged — — — ( 0.3 ) ( 0.3 ) Specialized Solution balance at December 31, 2021 — — — — — Flatbed Solution Balance, December 31, 2020 $ — $ — $ — $ — $ — Costs accrued — — — — — Amounts paid or charged — — — — — Flatbed Solution balance at December 31, 2021 — — — — — Corporate Balance, December 31, 2020 $ 0.1 $ — $ — $ — $ 0.1 Costs accrued — — — — — Amounts paid or charged — — — — — Adjustments ( 0.1 ) — — — ( 0.1 ) Corporate balance at December 31, 2021 — — — — — Consolidated Balance, December 31, 2020 $ 0.1 $ — $ — $ — $ 0.1 Costs accrued — — — 0.3 0.3 Amounts paid or charged — — — ( 0.3 ) ( 0.3 ) Adjustments ( 0.1 ) — — — ( 0.1 ) Consolidated balance at December 31, 2021 $ — $ — $ — $ — $ — |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
ACCRUED EXPENSES AND OTHER LIABILITIES | NOTE 7 – ACCRUED EXPENSES AND OTHER LIABILITIES The components of accrued expenses and other liabilities are as follows at December 31 (in millions): 2021 2020 Brokerage and escorts $ 15.6 $ 11.9 Owner operator deposits 11.3 7.8 Unvouchered payables 8.7 6.1 Other accrued expenses 3.7 6.8 Accrued property taxes and sales taxes payable 2.3 1.5 Fuel and fuel taxes 1.2 1.1 Interest 1.1 0.5 $ 43.9 $ 35.7 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Long-term Debt, Current and Noncurrent [Abstract] | |
LONG-TERM DEBT | NOTE 8 – LONG-TERM DEBT Long-term debt consists of the following at December 31 (in millions): 2021 2020 Term Loan Facility $ 397.0 $ 483.5 ABL Facility — — Equipment and real estate term loans 169.0 164.9 Finance lease liabilities 28.5 31.3 Total debt and finance lease liabilities 594.5 679.7 Less current portion ( 55.5 ) ( 54.0 ) Less unamortized deferred financing fees ( 7.6 ) ( 7.1 ) Long-term debt and finance lease liabilities, less current portion and unamortized deferred financing fees $ 531.4 $ 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 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 (as successor to Credit Suisse AG, Cayman Islands Branch) (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. As of December 31, 2021 and 2020 , the interest rate on the Term Loan Facility was 4.75% and 6.0 %, 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, 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 December 31, 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 the 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 (as defined therein) from $ 100 million to $ 150 million, (b) provides that the Maximum Revolving Advance Amount 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 December 31, 2021, the Company had no borrowings , $ 23.3 million in letters of credit outstanding, a nd could incur approximatel y $ 107.8 million of additional indebtedness under the ABL Facility, based on current qualified collateral. At December 31, 2021, the interest rate on the ABL Facility wa s 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 substantially all assets of the Company, including substantially all of the Company’s U.S.-based accounts receivable, parts supplies, cash and cash equivalents, securities and deposit accounts and other personal property, but excluding those assets collateralizing certain equipment and real estate debt and other customary exceptions. 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 12.5% 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 satisfy 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 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 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 December 31, 2021, the Company was in compliance with all covenants contained in the ABL Facility. Equipment and Real Estate Loans As of December 31, 2021 , the Company had term loans collateralized by equipment in the aggregate amount of $ 166.7 million wit h 15 lenders (Equipment Term Loans). The Equipment Term Loans bear interest at rates ranging from 2.6 % to 6.0 %, require monthly payments of principal and interest and mature at various dates through July 2027. As of December 31, 2021 , the weighted average interest rate was 3.9 %. 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 December 31, 2021 , the Company has a bank mortgage loan with a balance of $ 2.3 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 thousand, 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. Finance Leases The Company leases certain equipment under long-term finance lease agreements that expire on various dates through July 2026. See Note 2 for information on finance leases. Future principal payments on long-term debt (excluding future payments on finance leases which are disclosed in Note 2) are as follows (in millions): Year ending December 31, Term Loan Facility Equipment and Real Estate Loans Total 2022 $ 4.0 $ 43.5 $ 47.5 2023 4.0 45.6 49.6 2024 4.0 37.8 41.8 2025 4.0 25.6 29.6 2026 4.0 16.1 20.1 Thereafter 377.0 0.4 377.4 Total long-term debt $ 397.0 $ 169.0 $ 566.0 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES The components of the Company’s United States and foreign provision for income taxes were as follows for the years ended December 31 (in millions): 2021 2020 Current: Federal $ 4.6 $ 0.6 State 5.4 ( 1.7 ) Foreign 0.9 0.8 Total current taxes 10.9 ( 0.3 ) Deferred: Federal 11.0 0.1 State 3.4 ( 0.5 ) Foreign 0.7 0.5 Total deferred taxes 15.1 0.1 Income tax expense (benefit) $ 26.0 $ ( 0.2 ) A reconciliation between the effective income tax rate and the United States statutory income tax rate were as follows for the years ended December 31 (in millions): 2021 2020 Income tax expense at United States statutory income tax rate $ 17.2 $ 0.8 Federal income tax effects of: State income tax expense, net of federal benefit 6.9 ( 1.6 ) Foreign tax rate differential 0.3 0.1 Per diem and other nondeductible expenses ( 0.1 ) 0.8 Nondeductible officer compensation 1.8 0.6 Arbitrated decrease in contingent consideration — ( 2.9 ) Change in valuation allowance — 0.6 Change in fair value of warrant liability ( 0.3 ) 0.5 Tax credits ( 0.1 ) ( 0.1 ) Other 0.3 1.0 Income tax expense (benefit) $ 26.0 $ ( 0.2 ) Effective tax rate 31.7 % ( 5.1 )% The increase in the effective tax rate for the year ended December 31, 2021 compared to the year ended December 31, 2020 is primarily due to the significant increase in pre-tax book income. In addition, the individual impact of permanent differences, which consisted of one-time benefits related to state income taxes and the arbitrated decrease in contingent consideration for the year ended December 31, 2020, did not have a significant impact to the effective tax rate for 2021. The effects of temporary differences that give rise to significant elements of deferred tax assets and liabilities were as follows at December 31 (in millions): 2021 2020 Deferred tax assets Accrued expenses $ 4.2 $ 7.4 Vacation accrual 0.7 0.6 Accounts receivable 0.6 0.9 Net operating losses 12.3 24.4 Deferred start-up costs 1.2 1.2 Stock based compensation 2.6 2.0 Operating lease liabilities 28.5 30.3 50.1 66.8 Valuation allowance ( 10.5 ) ( 10.5 ) Total deferred tax assets 39.6 56.3 Deferred tax liabilities Prepaid expenses ( 4.1 ) ( 4.8 ) Intangible assets ( 17.4 ) ( 17.6 ) Property and equipment ( 76.0 ) ( 75.6 ) Right of use asset ( 27.2 ) ( 28.3 ) Total deferred tax liabilities ( 124.7 ) ( 126.3 ) Net deferred tax liability $ ( 85.1 ) $ ( 70.0 ) As of December 31, 2021 and 2020, the Company’s valuation allowance against a portion of its foreign deferred tax assets that, in the judgment of management, are not more-likely-than-not to be realized was $ 10.5 million. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends upon future reversal of taxable and deductible temporary differences, the generation of future taxable income, and the feasibility of ongoing tax planning strategies during the periods in which those temporary differences are deductible. At December 31, 2021 , the Company does not have any U.S. federal net operating loss carry forwards. On an after-tax basis, the Company has state and foreign net operating losses of $ 0.6 million and $ 11.7 million, respectively. These loss carryforwards begin expiring in 2023. The Company had no uncertain tax positions as of December 31, 2021 and 2020 . The Company is no longer subject to United States federal income tax examinations by tax authorities for years before 2018; however, federal net operating loss carry forwards from years prior to 2018 remain subject to review and adjustment by tax authorities. The Company is no longer subject to state and foreign income tax examinations by tax authorities for years before 2017; however, foreign net operating loss carryforwards from years prior to 2017 remain subject to review and adjustment by tax authorities. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS Related Party Leases The Company leases certain office facilities, terminals and revenue equipment from entities owned or partially owned by stockholders or employees on operating leases. Total lease expense related to these leases was $ 1.9 million and $ 2.9 million for the years ended December 31, 2021 and 2020 , respectively. Future minimum lease payments under non-cancelable related party operating leases are as follows (in millions): Office and Year ending December 31, Terminals 2022 $ 1.4 2023 1.4 2024 1.4 2025 1.3 2026 1.3 Thereafter 1.6 Total $ 8.4 Other Related Party Transactions An employee and stockholder has a 1 % investment in an entity that is also a Company vendor. Total amounts paid to this vendor for product and subscription purchases were approximately $ 0.3 million and $ 0.4 million for the years ended December 31, 2021 and 2020, respectively. There were no amounts due to the vendor as of December 31, 2021 and 2020. The Company does business with an entity in which two employees, who are also stockholders, are minority owners. Revenue received from this customer totaled approximately $ 0.4 million and $ 0.2 million for the years ended December 31, 2021 and 2020, respectively. Accounts receivable due from this entity totaled approximately $ 11.0 thousand and $ 16.0 thousand as of December 31, 2021 and 2020, respectively. Additionally, the Company does business with a carrier owned by a retired employee's (also a stockholder) spouse. Revenue received from this carrier totaled approximately $ 2.5 million and $ 0.1 million for the years ended December 31, 2021 and 2020. Accounts receivable due from this entity totaled approximately $ 64.0 th ousand and $ 37.0 thousand as of December 31, 2021 and 2020 . |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY Common Stock Common stock has voting rights – one vote for each share of common stock. On December 23, 2020, the Company entered into a board representation agreement with Lyons Capital, LLC, and a board agreement with The Walden Group, Inc. and Don R. Daseke. These agreements outline specifics as to how those parties will vote their shares of common stock at any Stockholder’s Meeting. The agreement with Mr. Daseke also includes the agreement of the Company to initiate a share repurchase program for a minimum of 3,000,000 shares of common stock. Both agreements include certain standstill restrictions. As of December 31, 2021 , the Company has 1.2 million shares of common stock reserved for future issuances of equity awards under the Company’s 2017 Omnibus Incentive Plan. See Note 12 for additional details about the Company’s stock-based compensation plan. On March 22, 2021, the Company’s Board of Directors authorized the repurchase of up to 3,000,000 shares of the Company’s common stock. Shares are effectively retire d at the time of purchase. During 2021, the Company repurchased and retired all 3,000,000 shares, at an aggregate cost of $ 20.4 million, and accordingly, no additional shares may be repurchased under this Stock Repurchase Program. Preferred Stock On February 27, 2017, the Company issued 650,000 shares of Series A Preferred Stock for cash of $ 65.0 million. The par value of Series A Preferred Stock is $ 0.0001 per share. Additional features of this preferred stock are as follows: Under the Certificate of Designations, Preferences, Rights and Limitations of the Series A Preferred Stock (the Certificate of Designations), each share of Series A Preferred Stock will be convertible, at the holder’s option at any time, initially into approximately 8.6957 shares of the Company’s common stock (assuming a conversion price of approximately $ 11.50 per share), subject to specified adjustments as set forth in the Certificate of Designations. If any holder elects to convert its Series A Preferred Stock after the seven-year anniversary of the issue date, if the then-current Conversion Price (as defined in the Certificate of Designations) exceeds the Weighted Average Price (as defined in the Certificate of Designations) for the common stock during any ten consecutive Trading Days (as defined in the Certificate of Designations), at its option by delivery of a Notice of Conversion in accordance with Section 8(b) of the Certificate of Designations no later than five business days following such tenth consecutive Trading Day, to convert any or all of such holder’s shares of Series A Preferred Stock into, at the Company’s sole discretion, either common stock, cash or a combination of common stock and cash; provided, that the Company shall provide such converting holder notice of its election within two Trading Days of receipt of the Notice of Conversion; provided further, that in the event the Company elects to issue common stock for all or a portion of such conversion, the Conversion Rate for such conversion (subject to the limitations set forth in Section 11 of the Certificate of Designations) shall mean the quotient of the Liquidation Preference (as defined in the Certificate of Designations) divided by the average Weighted Average Price for the common stock during the 20 consecutive Trading Days commencing on the Trading Day immediately following the Trading Day on which the Company provided such notice. If the Company does not elect a settlement method prior to the deadline set forth in the Certificate of Designations, the Company shall be deemed to have elected to settle the conversion entirely in common stock. Based on the assumed conversion rate, a total of 5,652,173 shares of Common Stock would be issuable upon conversion of all of the currently outstanding shares of Series A Preferred Stock. On or after the third anniversary of the initial issuance date but prior to the fifth anniversary of the initial issuance date, the Company will have the right, at its option, to give notice of its election to cause all outstanding shares of the Series A Preferred Stock to be automatically converted into shares of the Company’s common stock at the then-effective conversion rate, if the Weighted Average Price of Company’s common stock equals or exceeds 140 % of the then-current conversion price for at least 20 trading days (whether or not consecutive) in a period of 30 consecutive trading days. On or after the fifth anniversary of the initial issuance date but prior to the seventh anniversary of the initial issuance date, the Company will have the right, at its option, to give notice of its election to cause all outstanding shares of the Series A Preferred Stock to be automatically converted into shares of Company’s common stock at the then-effective conversion rate, if the Weighted Average Price of Company’s common stock equals or exceeds 115 % of the then-current conversion price for at least 20 trading days (whether or not consecutive) in a period of 30 consecutive trading days. On or after the seventh anniversary of the initial issuance date, the Company will have the right, at its option, to give notice of its election to cause all outstanding shares of the Series A Preferred Stock to be automatically converted into shares of Company’s common stock at the then-effective conversion rate, if the Weighted Average Price of Company’s common stock equals or exceeds the then-current conversion price for at least 10 consecutive trading days. If the Company undergoes certain fundamental changes (as more fully described in the Certificate of Designations but including, among other things, certain change-in-control transactions, recapitalizations, asset sales and liquidation events), each outstanding share of Series A Preferred Stock may, within 15 days following the effective date of such fundamental change and at the election of the holder, be converted into Company’s common stock at a conversion rate (subject to certain adjustments) equal to (i) the greater of (A) the sum of the conversion rate on the effective date of such fundamental change plus the additional shares received by holders of Series A Preferred Stock following such fundamental change (as set forth in the Certificate of Designations) and (B) the quotient of (x) $ 100.00 , divided by (y) the greater of (1) the applicable holder stock price and (2) 66 2/3% of the closing sale price of the Company’s common stock on the issue date plus (ii) the number of shares of Company’s common stock that would be issued if any and all accumulated and unpaid dividends were paid in shares of Company’s common stock. The Series A Preferred Stock contains limitations that prevent the holders thereof from acquiring shares of the Company’s common stock upon conversion that would result in (i) the number of shares beneficially owned by such holder and its affiliates exceeding 9.99 % of the total number of shares of the Company’s common stock then outstanding or (ii) the Series A Preferred Stock being converted into more than 19.99 % of the shares of the Company’s common stock outstanding on the initial issue date of the Series A Preferred Stock (subject to appropriate adjustment in the event of a stock split, stock dividend, combination or other similar recapitalization) without, in the latter instance, stockholder approval of such issuance. Additional features of the Series A Preferred Stock are as follows: a. Liquidation – In the event of liquidation, holders of Series A Preferred Stock have preferential rights to liquidation payments over holders of common stock. Holders of Series A Preferred Stock shall be paid out of the assets of the Company at an amount equal to $ 100 per share plus all accumulated and unpaid dividends. b. Dividends – Dividends on the Series A Preferred Stock are cumulative at the Dividend Rate. The “Dividend Rate” is the rate per annum of 7.625 % per share of Series A Preferred Stock on the liquidation preference ($ 100 per share). Dividends are payable quarterly in arrears in cash or, at the Company’s election and subject to the receipt of the necessary shareholder approval (to the extent necessary), in shares of the Company’s common stock. In each of the four quarters of 2020 and 2021, the Company’s board of directors declared and the Company paid a cash dividend of $ 1.91 per share. c. Voting rights – Except as required by Delaware law, holders of the Series A Preferred Stock will have no voting rights except with respect to the approval of any material and adverse amendment to the Company’s certificate of incorporation, and certain significant holders of Series A Preferred Stock may have approval rights with respect to certain key economic terms of the Series A Preferred Stock, as set forth in the Certificate of Designations. Warrants The Company issued 19,959,902 warrants (the “Public Warrants”) to purchase its common stock as part of Hennessy Capital Acquisition Corp. II’s initial public offering (“IPO”). The Company also issued 15,080,756 warrants (the “Private Placement Warrants”) to the sponsor in a private placement that closed simultaneously with the consummation of the IPO. At December 31, 2021, there were a total of 35,040,646 warrants outstanding to purchase 17,520,323 shares of the Company’s common stock. Each warrant entitles the registered holder to purchase one-half of one share of the Company’s common stock at a price of $ 5.75 per one-half of one share ($ 11.50 per whole share), subject to adjustment. The warrants may be exercised only for a whole number of shares of the Company’s common stock. No fractional shares will be issued upon exercise of the warrants. The warrants will expire on February 27, 2022, or earlier upon redemption or liquidation. The Public Warrants are listed on the NASDAQ market under the symbol DSKEW. The Company accounts for these warrants as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. Upon exercise, the portion of the warrant liability related to the exercised common stock warrants will be reclassified to additional paid-in capital. 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 fair value of the warrant liability was $ 4.7 million and $ 6.3 million as of December 31, 2021 and 2020, respectively. The Company may call the Public Warrants for redemption at a price of $ 0.01 per warrant if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $ 24.00 per share for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the Public Warrant holders. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 12 – STOCK-BASED COMPENSATION Under the 2017 Omnibus Incentive Plan (as amended from time to time, the Incentive 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 Incentive Plan. The Restatement increased the number of shares that may be granted as awards thereunder by 4.0 million and extended the scheduled expiration date of the Incentive Plan from February 27, 2027 to June 18, 2031. As of December 31, 2021, the Company ha s 1.2 million shares of common stock available for issuance under the Incentive Plan. Equity awards 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 awards to our directors under the Plan. The awards granted to directors typically vest ratably over periods of six months to five years annually on the anniversary of each grant date. Aggregate stock-based compensation charges, net of forfeitures, were $ 8.6 million and $ 5.9 million for the years ended December 31, 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. Stock-based compensation cost with equity classification is measured at the grant date, based on the estimated fair value of the award, and is recognized on a straight-line basis as expense over the employees’ requisite service period. Stock-based compensation cost with liability classification is recognized on a straight-line basis over the vesting period and revalued on each balance sheet date with the corresponding adjustment to stock-based compensation recorded in the consolidated statements of operations and comprehensive income. Forfeitures are recorded as a cumulative adjustment to stock-based compensation expense in the period forfeitures occur. As of December 31, 2021 , there was $ 2.1 million, $ 4.5 million, and $ 17.6 million of unrecognized stock-based compensation expense related to stock options, restricted stock units (RSUs) and performance stock units (PSUs) (both equity and liability awards), respectively. This expense will be recognized over the weighted average periods of 1.3 years for stock options, 1.7 years for RSUs and 1.4 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 4,682,630 2,539,022 3 - 5 years $ 6.11 $ 3.78 Total 2,614,022 The Company’s calculations of the fair value of stock options granted as equity classification during the year ended December 31, 2020 were made using the Black-Scholes option-pricing model. The fair value of the Company’s stock option grants were estimated utilizing the following assumptions for the year ended December 31: 2020 Weighted average expected life 6.0 years Risk-free interest rates 0.39 % to 0.47 % Expected volatility 41.0 % to 42.5 % Expected dividend yield 0.00 % Since the Company does not have a sufficient history of exercise behavior, expected term is calculated using the assumption that the options will be exercised ratably from the date of vesting to the end of the contractual term for each vesting tranche of awards. The risk-free interest rate is based on the U.S. Treasury yield curve for the period of the expected term of the stock option. Expected volatility is calculated using an index of publicly traded peer companies. A summary of option activity as of December 31, 2021, and the changes during the year ended December 31, 2021 are as follows: Shares Weighted Weighted Aggregate Outstanding as of January 1, 2021 3,134,931 $ 6.19 Granted — — Exercised ( 157,545 ) 3.00 Forfeited or expired ( 363,364 ) 7.13 Outstanding as of December 31, 2021 2,614,022 $ 6.23 6.8 $ 10.6 Exercisable as of December 31, 2021 1,540,797 $ 7.93 6.3 $ 3.7 Vested and expected to vest as of December 31, 2021 2,614,022 $ 6.23 6.8 $ 10.6 The stock options’ maximum contract term is ten years . There were no options granted during the year ended December 31, 2021. The total weighted average fair value of options granted during the year ended December 31, 2020 was $ 4.6 million. The intrinsic value of options exercised for the year ended December 31, 2021 was $ 0.5 million. There were no options exercised during the year ended December 31, 2020. The summary of the status of nonvested shares as of December 31, 2021, and the changes during the year ended December 31, 2021 are as follows: Shares Weighted Nonvested at January 1, 2021 1,958,010 $ 3.46 Granted — — Vested ( 701,629 ) 3.53 Forfeited or expired ( 183,156 ) 3.48 Nonvested at December 31, 2021 1,073,225 $ 3.41 Restricted Stock Units RSUs are nontransferable until vested and the holders are entitled to receive dividends with respect to the non-vested units. Prior to vesting, the grantees of RSUs are not entitled to vote the shares. Restricted stock unit awards 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 789,087 69,121 0.5 - 2 years $ 8.62 Employee Group 2,231,136 604,709 3 - 5 years $ 8.56 Total 673,830 A summary of restricted stock unit awards activity under the Plan as of December 31, 2021, and the changes during the year ended December 31, 2021 are as follows: Units Weighted Non-vested as of January 1, 2021 594,801 $ 5.72 Granted 557,572 8.21 Vested ( 438,329 ) 4.09 Forfeited ( 40,214 ) 10.37 Non-vested as of December 31, 2021 673,830 $ 8.56 The total weighted average fair value of RSUs granted during the years ended December 31, 2021 and 2020 was $ 4.6 million and $ 0.3 million, respectively. The total fair value of RSUs vested during the years ended December 31, 2021 and 2020 was $ 3.8 million and $ 2.4 million, respectively. Performance Stock Units As of December 31, 2021, the Company had 2,915,178 total PSUs outstanding. There are 1,495,000 PSUs classified as equity 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. The fair value of the equity-classified PSUs granted during the year ended December 31, 2020 was determined using a Monte Carlo probability model. The inputs and assumptions used to calculate the fair value were the term of 2.5 to 3.0 years, risk free interest rate of 0.21 % to 0.26 %, the expected volatility of 76.8 % to 87.5 %, and the expected dividend yield of 0.0 %. Upon the Restatement of the Incentive Plan discussed above, there were 994,100 PSUs previously classified as liabilities that were reclassified to equity during the year ended December 31, 2021 based on the fair value as of that date. The fair value of the PSUs that were reclassified to equity during the year ended December 31, 2021 was determined using a Monte Carlo probability model. The inputs and assumptions used to calculate the fair value were the term of 1.9 to 2.3 years, risk free interest rate of 0.22 % to 0.27 %, the expected volatility of 96.9 % to 104.4 %, and the expected dividend yield of 0.0 %. As of December 31, 2021, the market-based conditions for these 1,495,000 PSUs have been achieved. There are 395,178 PSUs classified as liabilities in which the vestin g occurs upon the achievement of specific performance-based conditions related to the Company's financial performance over a three year period, modified based on the Company's Relative Total Shareholder Return (TSR) and subject to final vesting based on the participant’s continued employment through the end of the requisite service periods. The ultimate amount to vest may be downwardly adjusted by the Compensation Committee if the TSR is negative. The amount of awards that will ultimately vest for these 395,178 PSUs can range from 0% to 200% based on the TSR 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 133% . The fair value of these PSUs will be remeasured at each period-end until the earlier of the date they are reclassified to equity or the vesting date. The inputs and assumptions used to calculate the fair value were the term of 2.0 years, risk free interest rate of 0.38 %, the expected volatility of 93.80 %, and the expected dividend yield of 0.0 %. There are 250,000 PSUs classified as equity in which the vestin g occurs upon the achievement of specific performance-based conditions related to the Company's financial performance over a two year period and subject to final vesting based on the participant’s continued employment through the end of the requisite service periods. The fair value of these PSUs is equal to the market value of the common stock on the grant date . In addition, there are 775,000 PSUs classified as liabilities in which the vestin g occurs upon the achievement of specific performance-based conditions related to the Company's financial performance over a two year period, subject to various subjective individual performance goals and subject to final vesting based on the participant’s continued employment through the end of the requisite service periods. The fair value of these PSUs will be remeasured at each period-end until the earlier of the date they are reclassified to equity or the vesting date. The fair value is equal to the market value of the common stock at each period-end . The compensation cost for all PSUs is recognized ratably over the requisite service period for the awards that are determined probable to vest. A summary of equity-classified performance stock unit awards activity for as of December 31, 2021, and the changes during the year ended December 31, 2021 are as follows: Units Weighted Non-vested equity-classified as of January 1, 2021 722,000 $ 1.51 Granted 250,000 9.53 Reclassified from liability to equity 994,100 6.56 Vested — — Forfeited ( 221,100 ) 6.30 Non-vested equity-classified as of December 31, 2021 1,745,000 $ 4.93 |
DEFINED CONTRIBUTION PLAN
DEFINED CONTRIBUTION PLAN | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
DEFINED CONTRIBUTION PLAN | NOTE 13 – DEFINED CONTRIBUTION PLAN The Company sponsors the Daseke, Inc. 401(k) Retirement Plan (the Retirement Plan). The Retirement Plan is a defined contribution plan and intended to qualify under the Internal Revenue Code provisions of Section 401(k). Under the safe harbor matching requirements, the Company made contributions to the Retirement Plan of $ 5.7 million and $ 5.4 million for the years ended December 31, 2021 and 2020 , respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 – COMMITMENTS AND CONTINGENCIES Letters of Credit The Company had outstanding letters of credit at December 31, 2021 and 2020 totaling approximately $ 25.7 million and $ 18.1 million, respectively, including those disclosed in Note 8. 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. |
REPORTABLE SEGMENTS
REPORTABLE SEGMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
REPORTABLE SEGMENTS | NOTE 15 – REPORTABLE SEGMENTS The Company evaluates the performance of the 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. In addition, the corporate segment, from time to time when advantageous to do so, purchases and resells certain revenue equipment. During the year ended December 31, 2021, the Company purchased $ 22.2 million in revenue equipment, which it resold for $ 24.8 million. During the year ended December 31, 2020, the Company purchased $ 6.8 million in revenue equipment, which it resold for $ 8.3 million. This resulted in gains of $ 2.6 million and $ 1.5 million for the years ended December 31, 2021 and 2020, respectively, and was recognized within 'Gain on disposition of property and equipment' on the consolidated statements of operations. 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 totaled $ 4.8 million and $ 6.5 million for the Flatbed Solutions segment for the years ended December 31, 2021 and 2020 , respectively. Intersegment revenues and expenses totaled $ 7.4 million and $ 12.0 million for the Specialized Solutions segment for the years ended December 31, 2021 and 2020, respectively. The following table reflects certain financial data of the Company’s reportable segments for the years ended December 31, 2021 and 2020 (in millions): Flatbed Specialized Solutions Solutions Corporate/ Consolidated Segment Segment Eliminations Totals Year Ended December 31, 2021 Total revenue $ 694.7 $ 874.0 $ ( 11.9 ) $ 1,556.8 Company freight 178.7 460.0 ( 9.0 ) 629.7 Owner operator freight 330.1 158.6 ( 2.2 ) 486.5 Brokerage 112.3 157.1 ( 0.4 ) 269.0 Logistics 4.7 34.1 0.4 39.2 Fuel surcharge 68.9 64.2 ( 0.7 ) 132.4 Operating income (loss) 72.6 85.8 ( 45.6 ) 112.8 Depreciation 32.1 47.9 1.2 81.2 Amortization of intangible assets 3.0 3.9 — 6.9 Restructuring — 0.3 — 0.3 Non-cash operating lease expense 0.9 ( 0.1 ) — 0.8 Interest expense 4.3 5.8 23.4 33.5 Income (loss) before income tax 54.3 63.8 ( 36.1 ) 82.0 Total assets 336.9 601.1 149.4 1,087.4 Capital expenditures 27.8 67.7 22.9 118.4 Year Ended December 31, 2020 Total revenue $ 578.9 $ 893.7 $ ( 18.5 ) $ 1,454.1 Company freight 191.2 495.6 ( 10.0 ) 676.8 Owner operator freight 262.1 152.5 ( 5.7 ) 408.9 Brokerage 70.3 165.6 ( 1.6 ) 234.3 Logistics 2.9 34.5 — 37.4 Fuel surcharge 52.4 45.5 ( 1.2 ) 96.7 Operating income (loss) 32.6 53.3 ( 50.5 ) 35.4 Depreciation 35.1 55.1 0.9 91.1 Amortization of intangible assets 3.2 4.0 — 7.2 Impairment 2.0 13.4 — 15.4 Restructuring 0.6 8.8 0.1 9.5 Non-cash operating lease expense ( 0.3 ) ( 7.7 ) — ( 8.0 ) Interest expense 9.5 11.4 24.0 44.9 Income (loss) before income tax 7.2 32.0 ( 35.3 ) 3.9 Total assets 326.1 596.5 204.3 1,126.9 Capital expenditures 30.3 57.6 7.6 95.5 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 16 – 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 year ended December 31, 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 year ended December 31, 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: Year Ended December 31, (In millions except denominator and per share data) 2021 2020 Numerator Net income $ 56.0 $ 4.1 Less Series A preferred dividends ( 5.0 ) ( 4.9 ) Net income (loss) attributable to common stockholders 51.0 ( 0.8 ) Allocation of earnings to non-vested participating restricted stock units ( 0.4 ) — Numerator for basic EPS - income (loss) available to common stockholders - two class method $ 50.6 $ ( 0.8 ) Effect of dilutive securities: Add back Series A preferred dividends $ — $ — Add back allocation earnings to participating securities 0.4 — Reallocation of earnings to participating securities considering potentially dilutive securities ( 0.4 ) — Numerator for diluted EPS - income (loss) available to common shareholders - two class method $ 50.6 $ ( 0.8 ) Denominator Denominator for basic EPS - weighted-average shares 63,744,456 64,775,275 Effect of dilutive securities: Stock options and performance share units 1,664,802 — Convertible preferred stock — — Denominator for diluted EPS - weighted-average shares 65,409,258 64,775,275 Basic earnings (loss) per share $ 0.79 $ ( 0.01 ) Diluted earnings (loss) per share $ 0.77 $ ( 0.01 ) |
NATURE OF OPERATIONS AND SUMM_2
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations Daseke, Inc. is engaged in full service open-deck trucking that specializes 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. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Daseke, Inc. and its wholly owned subsidiaries (“Daseke”). All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Accounts Receivable | Accounts Receivable The Company grants credit to its customers for substantially all of its sales. Accounts receivable are carried at original invoice amount less an estimate for doubtful accounts. The Company establishes an allowance for doubtful accounts based on a periodic review of its outstanding receivables and consideration of historical experience. Accounts receivable are written off when deemed uncollectible and recoveries of trade accounts receivable previously written off are recorded as income when received. Accounts receivable are unsecured and the Company does not charge interest on outstanding receivables. Changes in the allowance for doubtful accounts is as follows (in millions): Year Ended December 31, 2021 2020 Beginning balance $ 3.0 $ 3.5 Bad debt (recovery) expense ( 0.3 ) 1.2 Write-off, less recoveries ( 0.6 ) ( 1.7 ) Ending balance $ 2.1 $ 3.0 |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents are defined as short-term investments that have an original maturity of three months or less at the date of purchase and are readily convertible into cash. The Company maintains cash in several banks and, at times, the balances may exceed federally insured limits. The Company does not believe it is exposed to any material credit risk on cash. The Company has a money market account with balances of $ 129.2 million and $ 160.0 million, as of December 31, 2021 and 2020 , respectively. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation, and are depreciated to estimated salvage value using the straight-line method over the estimated useful lives of the related assets as follows: Buildings and building improvements 10 – 40 years Leasehold improvements 5 – 20 years (1) Revenue equipment – tractors, trailers and accessories 5 – 15 years Assets leased and available for lease to owner-operators 5 – 15 years Vehicles 5 – 7 years Furniture and fixtures 5 – 7 years Office, computer equipment and capitalized software development 3 – 5 years (1) or the term of the lease, whichever is shorter Long-lived assets are reviewed for impairment at the asset group level whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the sum of the expected future undiscounted cash flow is less than the carrying amount of the asset, an impairment is indicated. A loss is then recognized for the difference, if any, between the fair value of the asset (as estimated by management using its best judgment) and the carrying value of the asset. If actual market value is less favorable than that estimated by management, additional write-downs may be required. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill and other intangible assets result from business acquisitions. The Company accounts for business acquisitions by assigning the purchase price to tangible and intangible assets and liabilities. Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over amounts assigned is recorded as goodwill. Goodwill is tested for impairment at least annually (or more frequently if impairment indicators arise) for each reporting unit by applying either a qualitative or quantitative analysis in accordance with the authoritative accounting guidance on goodwill. The Company first assesses qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis for determining whether it is necessary to perform a quantitative goodwill impairment test. The Company may bypass the qualitative assessment for any reporting unit in any period and proceed directly with the quantitative analysis. The quantitative analysis compares the fair value of the reporting unit with its carrying amount. The Company estimates the fair value of a reporting unit using a combination of discounted expected future cash flows (an income approach) and guideline public companies method (a market approach). The Company’s annual assessment is conducted as of October 1 of each year. Other intangible assets recorded consist of indefinite lived trade names and definite lived non-competition agreements and customer relationships. These intangible assets are stated at estimated fair value at the time of acquisition less accumulated amortization. Amortization is recorded using the straight-line method over the following estimated useful lives: Customer relationships 10 – 15 years Non-competition agreements 2 – 5 years The Company evaluates its definite lived intangible assets for impairment when current facts or circumstances indicate that the carrying value of the assets to be held and used may not be recoverable. Indefinite-lived intangible assets are tested for impairment annually applying a fair value based analysis in accordance with the authoritative accounting guidance for such assets. |
Right of Use Assets | Right of Use Assets The Company capitalizes operating and finance leases for various real estate including corporate offices, trucking facilities and terminals, warehouses, and tractor parking as well as various types of equipment including tractors, trailers, forklifts, and office equipment. Leases with an initial term of 12 months or less (short term leases) across all asset classes are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Some of the Company’s leases include one or more options to renew, with renewals that can extend the lease term from 1 to 5 years . The Company’s lease term calculations include the impact of options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option, and the exercise of lease renewal options is at the Company’s sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Rights and obligations related to lease agreements the Company has signed but that have not yet commenced are not material. The Company has certain lease agreements related to its revenue equipment that contain residual value guarantees. These residual value guarantees require the Company to return the revenue equipment at the end of the lease term in a certain condition as specified by the lessor in the lease agreement. The Company determines whether an arrangement is classified as a lease at inception. The Company's right-of-use assets represent its right to use the underlying assets for the lease term and the Company's lease liabilities represent its obligation to make lease payments arising from the leases. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company's operating lease agreements generally do not provide an implicit rate. The Company develops an incremental borrowing rate based on the information available at the commencement date regarding the interest rate applicable to collateralized borrowings for a period similar to the original lease period. The incremental borrowing rates were used in determining the present value of lease payments which is reflected as the lease liability. |
Revenue and Expense Recognition | Revenue and Expense Recognition While there may be master service agreements with Company customers, a contract is not established until the customer specifically requests the Company’s services and the Company accepts. The Company evaluates each contract for distinct performance obligations. In the Company’s business, a typical performance obligation is the transportation of a load, including any highly interrelated ancillary services. The Company’s revenue and related costs are recognized when the Company satisfies its performance obligation(s) transferring goods or services to the customer and the customer obtains control. With respect to freight, brokerage, logistics and fuel surcharge revenue, the Company’s customers simultaneously receive and consume the benefits of the Company’s contracts; therefore revenue is recognized over time. This is a faithful depiction of the satisfaction of the performance obligation, as the customer does not need to re-perform the transportation services the Company has provided to date. Logistics revenues are recognized as the services are provided. Generally, the Company’s customers are billed upon delivery of the freight or monthly and remit payment according to the approved payment terms. Freight Revenue Freight revenue is generated by hauling customer freight using company owned equipment (company freight) and owner-operator equipment (owner-operator freight). Freight revenue is the product of the number of revenue-generating miles driven and the rate per mile received from customers plus assessorial charges, such as loading and unloading freight, cargo protection, fees for detained equipment or fees for route planning and supervision. Brokerage Revenue The Company regularly engages third-party capacity providers to haul loads. The Company is primarily responsible for fulfilling the promise to provide load transportation services, and has discretion in setting prices, along with the risk to fulfill the contract to the customer. Based upon this evaluation, the Company has determined that it is the principal and therefore, records gross revenues and expenses for brokerage services. Logistics Revenue Logistics revenue is generated from a range of services, including value-added warehousing, loading and unloading, vehicle maintenance and repair, preparation and packaging, fuel management, and other fleet management solutions. Fuel Surcharge Fuel surcharge revenue compensates the Company for fuel costs above a certain cost per gallon base. Generally, the Company receives fuel surcharges from customers on loaded miles. Typically fuel surcharge does not apply to empty miles, idle time or out of route miles. The Company has designated the following preference and practical expedients: ● To not disclose remaining performance obligations when the expected performance obligation duration is one year or less. The vast majority of the Company’s services transfer control within a month of the inception of the contract with select specialized loads taking several months to allow for increased planning and permitting. ● Recognize the incremental costs of obtaining or fulfilling a contract as an expense when incurred, as the amortization period of a potential asset would be recognized in one year or less. ● Exclude taxes collected on behalf of government authorities from the Company’s measurement of transaction prices. Tax amounts are not included within net income or cost of sales. |
Advertising | Advertising Advertising costs are expensed as incurred and were insignificant for the years ended December 31, 2021 and 2020 . |
Sales Taxes | Sales Taxes Taxes collected from customers and remitted to governmental authorities are presented in revenues in the consolidated statements of operations and comprehensive income on a net basis. |
Income Taxes | Income Taxes Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the consolidated financial statement and tax basis of assets and liabilities at the applicable enacted tax rates. The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters in income tax expense (benefit) within the statements of operations and comprehensive income. The Company had no uncertain tax positions as of December 31, 2021 and 2020 . |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk include accounts receivable. One customer represented approximately 10 % of trade accounts receivable as of December 31, 2021 and one customer represented approximately 13 % of trade accounts receivable as of December 31, 2020. No single customer represented 10% or greater of total revenue for the year ended December 31, 2021 and one customer represented approximately 10 % of total revenue for the year ended December 31, 2020 . |
Deferred Financing Fees | Deferred Financing Fees In conjunction with obtaining long-term debt, the Company incurs financing costs which are being amortized using the straight-line method, which approximates the effective interest rate method, over the terms of the obligations. As of December 31, 2021 and 2020 , the balance of deferred finance charges was $ 7.6 million and $ 7.1 million, respectively, which is included as a reduction of long-term debt, net of current portion in the consolidated balance sheets. Amortization of deferred financing fees for the years ended December 31, 2021 and 2020 totaled $ 1.7 million and $ 4.3 million, respectively, which is included in interest expense. |
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 (see Note 11 for details) are included within the Level 1 and Level 3 fair value hierarchy. 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 December 31, 2021 Liabilities: Level 1 Level 2 Level 3 Total Warrant liability $ 2.7 $ — $ 2.0 $ 4.7 Total fair value $ 2.7 $ — $ 2.0 $ 4.7 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 years ended December 31, 2021 and 2020 (in millions): Year Ended December 31, 2021 2020 Balance, beginning of year $ 2.7 $ 1.8 Change in fair value ( 0.7 ) 0.9 Balance, end of year $ 2.0 $ 2.7 On October 21, 2020, the Company and the representative of the former Aveda shareholders agreed to an earnout payment of $ 7.4 million as the result of an arbitration process, which was paid in the fourth quarter of 2020. The settlement was approximately $ 13.7 million less than the contingent consideration liability, which was recognized as a gain in other income in the fourth quarter of 2020. In addition, $ 0.2 million was paid during the year ended December 31, 2020 related to other contingent consideration. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash, accounts receivable, accounts payable and accrued expenses, the line of credit and long-term debt. The carrying value of these financial instruments approximates fair value based on the liquidity of these financial instruments, their short-term nature or variable interest rates. |
Stock-Based Compensation | Stock-Based Compensation Awards of equity instruments issued to employees and directors are accounted for under the fair value method of accounting and recognized in the consolidated statements of operations and comprehensive income. Compensation cost is measured for all equity-classified stock-based awards at fair value on the date of grant and recognized using the straight-line method over the service period over which the awards are expected to vest. Compensation cost is remeasured for all liability-classified stock-based awards at fair value at each period-end and recognized using the straight-line method over the service period over which the awards are expected to vest. Fair value of all time-vested options as of the date of grant is estimated using the Black-Scholes option valuation model, which was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Since the Company does not have a sufficient history of exercise behavior, expected term is calculated using the assumption that the options will be exercised ratably from the date of vesting to the end of the contractual term for each vesting tranche of awards. The risk-free interest rate is based on the U.S. Treasury yield curve for the period of the expected term of the stock option. Expected volatility is calculated using an index of publicly traded peer companies. Fair values of non-vested stock awards (restricted stock units) are equal to the market value of the common stock on the date of the award with compensation costs amortized over the vesting period of the award. Fair values of equity-classified performance stock units without a market condition are equal to the market value of the common stock on the date of the award with compensation costs amortized over the vesting period of the award for awards probable to vest. Fair values of liability-classified performance stock units without a market condition are equal to the market value of the common stock at each period-end with compensation costs amortized over the vesting period of the award for awards probable to vest. Fair values of liability-classified performance stock units with a market condition are estimated each period-end using the Monte Carlo valuation model in a risk-neutral framework to model future stock price movements based upon highly subjective assumptions, including historical volatility, risk-free rates of return and the stock price simulated over the performance period. The risk-free interest rate is based on the interpolated constant maturity treasury curve for the performance period. Expected volatility is calculated using annualized historical volatility with a lookback period equal to the remaining performance period. |
Accrued Insurance and Claims | Accrued Insurance and Claims The Company uses a combination of purchased insurance, self-insurance, and captive group programs. The insurance provides for the cost of vehicle liability, cargo loss, damage, general liability, property, workers’ compensation claims and employee medical benefits. Self-insurance accruals relate primarily to vehicle liability, cargo damage, workers’ compensation and employee medical claims. The measurement and classification of self-insured costs requires the consideration of historical cost experience, demographic and severity factors, and judgments about the current and expected levels of cost per claim and retention levels. These methods provide estimates of the liability associated with claims incurred as of the balance sheet date, including claims not reported. A liability is recognized for the estimated cost of all self-insured claims including an estimate of incurred but not reported claims based on historical experience. The Company believes these methods are appropriate for measuring these highly judgmental self-insurance accruals. However, the use of any estimation method is sensitive to the assumptions and factors described above, based on the magnitude of claims and the length of time from the date the claim is incurred to ultimate settlement. Accordingly, changes in these assumptions and factors can materially affect actual costs paid to settle the claims and those amounts may be different than estimates. |
Segment Reporting | Segment Reporting The Company determines its operating segments based on the information utilized by the chief operating decision maker to allocate resources and assess performance. Based on this information, the Company has determined it has 11 operating segments as of December 31, 2021 and 2020 that are aggregated into two reportable segments: Flatbed Solutions, which delivers its services using primarily flatbed transportation equipment to meet the needs of high-volume, time-sensitive shippers, and Specialized Solutions, which delivers transportation and logistics solutions for super heavy haul, high-value customized and over-dimensional loads, many of which require engineering and customized equipment. |
Earnings (loss) Per Share | Earnings Per Share Basic earnings per common share is calculated by dividing net income attributable 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 of earnings per share 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. |
Common Stock Purchase Warrants | Common Stock Purchase Warrants The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock or do not meet the equity classification guidance as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At the time of exercise, the portion of the warrant liability related to the exercised common stock warrants will be reclassified to additional paid-in capital. See Note 11 for additional details on the common stock purchase warrants. |
Foreign Currency Gains and Losses | Foreign Currency Gains and Losses The functional currency for all operations except Canada is the U.S. dollar. The local currency is the functional currency for the Company’s operations in Canada. For these operations, assets and liabilities are translated at the rates of exchange on the consolidated balance sheet date, while income and expense items are translated at average rates of exchange during the period. The resulting gains or losses arising from the translation of accounts from the functional currency into U.S. dollars are included as a separate component of stockholders’ equity in accumulated other comprehensive income until a partial or complete liquidation of the Company’s net investment in the foreign operation. From time to time, the Company’s foreign operations may enter into transactions that are denominated in a currency other than their functional currency. These transactions are initially recorded in the functional currency of the operating company based on the applicable exchange rate in effect on the date of the transaction. Monthly, these transactions are remeasured to an equivalent amount of the functional currency based on the applicable exchange rate in effect on the remeasurement date. Any adjustment required to remeasure a transaction to the equivalent amount of functional currency is recorded in the consolidated statements of operations of the foreign operating company as a component of foreign exchange gain or loss. |
Internal-use software | Internal-use software The Company capitalizes implementation costs incurred in a cloud-based hosting arrangement that is a service contract in the same manner as costs incurred to obtain internal-use software. These implementation costs, while not material, are included in property and equipment and amortized over the term of the service contract. |
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. In addition, in January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) – Scope, to clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. 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. The Company does not expect this 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. The Company is currently evaluating the impact of adopting this guidance. 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. Reclassification of Prior Period Amounts Certain prior period financial information has been reclassified to conform to current period presentation. We reclassified certain prior period amounts in the reconciliation between the effective income tax rate and the United States statutory income tax rate as of December 31, 2020 to conform to current year classification. In addition, we reclassified certain prior period amounts in the components of other current assets as of December 31, 2020 to conform to current year classification. |
NATURE OF OPERATIONS AND SUMM_3
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Changes in the allowance for doubtful accounts | Changes in the allowance for doubtful accounts is as follows (in millions): Year Ended December 31, 2021 2020 Beginning balance $ 3.0 $ 3.5 Bad debt (recovery) expense ( 0.3 ) 1.2 Write-off, less recoveries ( 0.6 ) ( 1.7 ) Ending balance $ 2.1 $ 3.0 |
Schedule of estimated salvage value using the straight-line method over the estimated useful lives | Buildings and building improvements 10 – 40 years Leasehold improvements 5 – 20 years (1) Revenue equipment – tractors, trailers and accessories 5 – 15 years Assets leased and available for lease to owner-operators 5 – 15 years Vehicles 5 – 7 years Furniture and fixtures 5 – 7 years Office, computer equipment and capitalized software development 3 – 5 years (1) or the term of the lease, whichever is shorter |
Intangible assets - finite lived | Customer relationships 10 – 15 years Non-competition agreements 2 – 5 years |
Schedule of 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 December 31, 2021 Liabilities: Level 1 Level 2 Level 3 Total Warrant liability $ 2.7 $ — $ 2.0 $ 4.7 Total fair value $ 2.7 $ — $ 2.0 $ 4.7 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 the 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 years ended December 31, 2021 and 2020 (in millions): Year Ended December 31, 2021 2020 Balance, beginning of year $ 2.7 $ 1.8 Change in fair value ( 0.7 ) 0.9 Balance, end of year $ 2.0 $ 2.7 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of components of lease expenses | The following table reflects the Company’s components of lease expenses for the year ended December 31, 2021 and 2020 (in millions): Year Ended December 31, Classification 2021 2020 Operating lease cost Revenue equipment Operations and maintenance $ 25.5 $ 24.3 Real estate Administrative 14.9 8.7 Variable lease cost Operations and maintenance, and Administrative 0.9 0.1 Short-term lease cost Operations and maintenance, and Administrative 0.9 0.5 Total operating lease cost $ 42.2 $ 33.6 Finance lease cost Amortization of right-of-use assets Depreciation and amortization $ 6.7 $ 5.1 Interest on lease liabilities Interest expense 1.2 1.2 Total finance lease cost $ 7.9 $ 6.3 Total lease cost $ 50.1 $ 39.9 |
Schedule of components of assets and liabilities for operating and finance leases | The components of assets and liabilities for operating and finance leases are as follows as of December 31, 2021 and 2020 (in millions): December 31, Classification 2021 2020 Assets Operating lease right-of-use assets Right-of-use assets $ 108.3 $ 121.1 Finance lease right-of-use assets Property and equipment, net 29.1 30.6 Total lease assets $ 137.4 $ 151.7 Liabilities Operating lease liabilities: Current Current operating lease liabilities $ 33.7 $ 30.9 Non-current Non-current operating lease liabilities 81.1 96.0 Total operating lease liabilities $ 114.8 $ 126.9 Finance lease liabilities: Current Current portion of long-term debt $ 8.0 $ 8.5 Non-current Long-term debt, net of current portion 20.5 22.7 Total finance lease liabilities $ 28.5 $ 31.2 Total lease liabilities $ 143.3 $ 158.1 |
Summary of supplemental cash flow related to leases | The following table is a summary of supplemental cash flows related to leases for the year ended December 31, 2021 and 2020 (in millions): Year ended December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ ( 41.6 ) $ ( 37.8 ) Operating cash flows from finance leases ( 1.2 ) ( 1.1 ) Financing cash flows from finance leases ( 9.6 ) ( 6.6 ) Right-of-use assets obtained in exchange for lease obligations: Operating lease right-of-use assets $ 23.6 $ 54.6 Finance lease right-of-use assets 6.7 11.6 |
Summary of Future payments on leases, Operating and Finance lease | The following table is the future payments on leases as of December 31, 2021 (in millions): Operating Finance Year ending December 31, leases leases Total 2022 $ 38.2 $ 9.0 $ 47.2 2023 31.7 9.4 41.1 2024 19.8 6.8 26.6 2025 11.7 3.9 15.6 2026 8.7 1.6 10.3 Thereafter 18.7 — 18.7 Total lease payments 128.8 30.7 159.5 Less: interest ( 14.0 ) ( 2.2 ) ( 16.2 ) Present value of lease liabilities $ 114.8 $ 28.5 $ 143.3 |
Summary of weighted average lease term and discount rate for leases | The following table is a summary of weighted average lease terms and discount rates for leases as of December 31, 2021 and 2020: December 31, 2021 2020 Weighted-average remaining lease term (years) Operating leases 4.94 5.59 Finance leases 3.08 3.57 Weighted-average discount rate Operating leases 4.62 % 5.04 % Finance leases 4.17 % 4.40 % |
Schedule of future minimum receipts on leases | The following table is the future minimum receipts on leases as of December 31, 2021 (in millions): Year ending December 31, Amount 2022 $ 23.8 2023 19.3 2024 13.7 2025 6.9 2026 3.3 Thereafter 0.3 Total minimum lease receipts $ 67.3 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of components of other current assets | The components of other current assets are as follows as of December 31 (in millions): 2021 2020 Prepaid insurance $ 7.5 $ 12.0 Prepaid licensing, permits and tolls 4.8 4.9 Parts supplies 3.5 3.1 Other prepaids 2.7 3.2 Income tax receivable 1.9 1.6 Prepaid highway and fuel taxes 1.1 1.1 Prepaid software 1.1 0.6 Total $ 22.6 $ 26.5 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in carrying amount of goodwill | The summary of changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 are as follows (in millions): Flatbed Specialized Solutions Segment Total Goodwill balance at January 1, 2020 $ 59.3 $ 80.6 $ 139.9 Foreign currency translation adjustment — 0.2 0.2 Goodwill balance at December 31, 2020 59.3 80.8 140.1 Foreign currency translation adjustment — — — Goodwill balance at December 31, 2021 $ 59.3 $ 80.8 $ 140.1 |
Schedule of intangible assets | Intangible assets consisted of the following at December 31, 2021 and 2020 (in millions): As of December 31, 2021 As of December 31, 2020 Intangible Accumulated Intangible Intangible Accumulated Intangible Assets Amortization Assets, net Assets Amortization Assets, net Non-competition agreements $ 21.7 $ ( 20.8 ) $ 0.9 $ 21.7 $ ( 19.7 ) $ 2.0 Customer relationships 88.9 ( 53.9 ) 35.0 88.9 ( 48.1 ) 40.8 Trade names 50.9 — 50.9 50.9 — 50.9 Foreign currency translation adjustment 0.1 — 0.1 0.1 — 0.1 Total intangible assets $ 161.6 $ ( 74.7 ) $ 86.9 $ 161.6 $ ( 67.8 ) $ 93.8 |
Schedule of future estimated amortization expense | Future estimated amortization expense is as follows (in millions): Non-competition Customer Year ending December 31, Agreements Relationships 2022 $ 0.8 $ 5.9 2023 0.1 5.9 2024 — 4.1 2025 — 3.1 2026 — 2.6 Thereafter — 13.4 Total $ 0.9 $ 35.0 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of components of property and equipment | The components of property and equipment are as follows at December 31 (in millions): 2021 2020 Revenue equipment $ 520.5 $ 546.7 Revenue equipment leased and available for lease to owner-operators 123.4 87.1 Buildings and improvements 58.0 57.0 Furniture and fixtures, office and computer equipment, vehicles and capitalized software development 33.3 31.9 735.2 722.7 Accumulated depreciation ( 337.5 ) ( 320.0 ) Total $ 397.7 $ 402.7 |
INTEGRATION AND RESTRUCTURING (
INTEGRATION AND RESTRUCTURING (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of summarizes the integration and restructuring costs | The following table summarizes the integration and restructuring costs as of December 31, 2021 (in millions): Severance Operating and Lease Fixed Asset Other Payroll Termination Impairment Other Total Specialized Solution Balance, December 31, 2020 $ — $ — $ — $ — $ — Costs accrued — — — 0.3 0.3 Amounts paid or charged — — — ( 0.3 ) ( 0.3 ) Specialized Solution balance at December 31, 2021 — — — — — Flatbed Solution Balance, December 31, 2020 $ — $ — $ — $ — $ — Costs accrued — — — — — Amounts paid or charged — — — — — Flatbed Solution balance at December 31, 2021 — — — — — Corporate Balance, December 31, 2020 $ 0.1 $ — $ — $ — $ 0.1 Costs accrued — — — — — Amounts paid or charged — — — — — Adjustments ( 0.1 ) — — — ( 0.1 ) Corporate balance at December 31, 2021 — — — — — Consolidated Balance, December 31, 2020 $ 0.1 $ — $ — $ — $ 0.1 Costs accrued — — — 0.3 0.3 Amounts paid or charged — — — ( 0.3 ) ( 0.3 ) Adjustments ( 0.1 ) — — — ( 0.1 ) Consolidated balance at December 31, 2021 $ — $ — $ — $ — $ — |
ACCRUED EXPENSES AND OTHER LI_2
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Schedule of components of accrued expenses and other liabilities | The components of accrued expenses and other liabilities are as follows at December 31 (in millions): 2021 2020 Brokerage and escorts $ 15.6 $ 11.9 Owner operator deposits 11.3 7.8 Unvouchered payables 8.7 6.1 Other accrued expenses 3.7 6.8 Accrued property taxes and sales taxes payable 2.3 1.5 Fuel and fuel taxes 1.2 1.1 Interest 1.1 0.5 $ 43.9 $ 35.7 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Long-term Debt, Current and Noncurrent [Abstract] | |
Schedule of long term debt | Long-term debt consists of the following at December 31 (in millions): 2021 2020 Term Loan Facility $ 397.0 $ 483.5 ABL Facility — — Equipment and real estate term loans 169.0 164.9 Finance lease liabilities 28.5 31.3 Total debt and finance lease liabilities 594.5 679.7 Less current portion ( 55.5 ) ( 54.0 ) Less unamortized deferred financing fees ( 7.6 ) ( 7.1 ) Long-term debt and finance lease liabilities, less current portion and unamortized deferred financing fees $ 531.4 $ 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 % |
Future principal payments on long-term debt | Future principal payments on long-term debt (excluding future payments on finance leases which are disclosed in Note 2) are as follows (in millions): Year ending December 31, Term Loan Facility Equipment and Real Estate Loans Total 2022 $ 4.0 $ 43.5 $ 47.5 2023 4.0 45.6 49.6 2024 4.0 37.8 41.8 2025 4.0 25.6 29.6 2026 4.0 16.1 20.1 Thereafter 377.0 0.4 377.4 Total long-term debt $ 397.0 $ 169.0 $ 566.0 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
The components of the Company's provision for income taxes | The components of the Company’s United States and foreign provision for income taxes were as follows for the years ended December 31 (in millions): 2021 2020 Current: Federal $ 4.6 $ 0.6 State 5.4 ( 1.7 ) Foreign 0.9 0.8 Total current taxes 10.9 ( 0.3 ) Deferred: Federal 11.0 0.1 State 3.4 ( 0.5 ) Foreign 0.7 0.5 Total deferred taxes 15.1 0.1 Income tax expense (benefit) $ 26.0 $ ( 0.2 ) |
Reconciliation between the effective income tax rate and the United states statutory income tax rate | A reconciliation between the effective income tax rate and the United States statutory income tax rate were as follows for the years ended December 31 (in millions): 2021 2020 Income tax expense at United States statutory income tax rate $ 17.2 $ 0.8 Federal income tax effects of: State income tax expense, net of federal benefit 6.9 ( 1.6 ) Foreign tax rate differential 0.3 0.1 Per diem and other nondeductible expenses ( 0.1 ) 0.8 Nondeductible officer compensation 1.8 0.6 Arbitrated decrease in contingent consideration — ( 2.9 ) Change in valuation allowance — 0.6 Change in fair value of warrant liability ( 0.3 ) 0.5 Tax credits ( 0.1 ) ( 0.1 ) Other 0.3 1.0 Income tax expense (benefit) $ 26.0 $ ( 0.2 ) Effective tax rate 31.7 % ( 5.1 )% |
The effects of temporary differences that give rise to significant elements of deferred tax assets and liabilities | The effects of temporary differences that give rise to significant elements of deferred tax assets and liabilities were as follows at December 31 (in millions): 2021 2020 Deferred tax assets Accrued expenses $ 4.2 $ 7.4 Vacation accrual 0.7 0.6 Accounts receivable 0.6 0.9 Net operating losses 12.3 24.4 Deferred start-up costs 1.2 1.2 Stock based compensation 2.6 2.0 Operating lease liabilities 28.5 30.3 50.1 66.8 Valuation allowance ( 10.5 ) ( 10.5 ) Total deferred tax assets 39.6 56.3 Deferred tax liabilities Prepaid expenses ( 4.1 ) ( 4.8 ) Intangible assets ( 17.4 ) ( 17.6 ) Property and equipment ( 76.0 ) ( 75.6 ) Right of use asset ( 27.2 ) ( 28.3 ) Total deferred tax liabilities ( 124.7 ) ( 126.3 ) Net deferred tax liability $ ( 85.1 ) $ ( 70.0 ) |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Shareholder and employee | |
Summary of Future payments on leases, Operating lease | Future minimum lease payments under non-cancelable related party operating leases are as follows (in millions): Office and Year ending December 31, Terminals 2022 $ 1.4 2023 1.4 2024 1.4 2025 1.3 2026 1.3 Thereafter 1.6 Total $ 8.4 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 4,682,630 2,539,022 3 - 5 years $ 6.11 $ 3.78 Total 2,614,022 |
Schedule of fair value assumptions of stock option grants | The fair value of the Company’s stock option grants were estimated utilizing the following assumptions for the year ended December 31: 2020 Weighted average expected life 6.0 years Risk-free interest rates 0.39 % to 0.47 % Expected volatility 41.0 % to 42.5 % Expected dividend yield 0.00 % |
Schedule of summary of option activity under the Plan and changes during the period | A summary of option activity as of December 31, 2021, and the changes during the year ended December 31, 2021 are as follows: Shares Weighted Weighted Aggregate Outstanding as of January 1, 2021 3,134,931 $ 6.19 Granted — — Exercised ( 157,545 ) 3.00 Forfeited or expired ( 363,364 ) 7.13 Outstanding as of December 31, 2021 2,614,022 $ 6.23 6.8 $ 10.6 Exercisable as of December 31, 2021 1,540,797 $ 7.93 6.3 $ 3.7 Vested and expected to vest as of December 31, 2021 2,614,022 $ 6.23 6.8 $ 10.6 |
The summary of the status of non vested shares during the period | The summary of the status of nonvested shares as of December 31, 2021, and the changes during the year ended December 31, 2021 are as follows: Shares Weighted Nonvested at January 1, 2021 1,958,010 $ 3.46 Granted — — Vested ( 701,629 ) 3.53 Forfeited or expired ( 183,156 ) 3.48 Nonvested at December 31, 2021 1,073,225 $ 3.41 |
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 789,087 69,121 0.5 - 2 years $ 8.62 Employee Group 2,231,136 604,709 3 - 5 years $ 8.56 Total 673,830 |
Summary of restricted stock awards activity under the Plan | A summary of restricted stock unit awards activity under the Plan as of December 31, 2021, and the changes during the year ended December 31, 2021 are as follows: Units Weighted Non-vested as of January 1, 2021 594,801 $ 5.72 Granted 557,572 8.21 Vested ( 438,329 ) 4.09 Forfeited ( 40,214 ) 10.37 Non-vested as of December 31, 2021 673,830 $ 8.56 The total weighted average fair value of RSUs granted during the years ended December 31, 2021 and 2020 was $ 4.6 million and $ 0.3 million, respectively. The total fair value of RSUs vested during the years ended December 31, 2021 and 2020 was $ 3.8 million and $ 2.4 million, respectively. |
Summary of performance stock unit grants under the Plan | A summary of equity-classified performance stock unit awards activity for as of December 31, 2021, and the changes during the year ended December 31, 2021 are as follows: Units Weighted Non-vested equity-classified as of January 1, 2021 722,000 $ 1.51 Granted 250,000 9.53 Reclassified from liability to equity 994,100 6.56 Vested — — Forfeited ( 221,100 ) 6.30 Non-vested equity-classified as of December 31, 2021 1,745,000 $ 4.93 |
REPORTABLE SEGMENTS (Tables)
REPORTABLE SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of tabular disclosure of financial data of the Company's reportable segments | The following table reflects certain financial data of the Company’s reportable segments for the years ended December 31, 2021 and 2020 (in millions): Flatbed Specialized Solutions Solutions Corporate/ Consolidated Segment Segment Eliminations Totals Year Ended December 31, 2021 Total revenue $ 694.7 $ 874.0 $ ( 11.9 ) $ 1,556.8 Company freight 178.7 460.0 ( 9.0 ) 629.7 Owner operator freight 330.1 158.6 ( 2.2 ) 486.5 Brokerage 112.3 157.1 ( 0.4 ) 269.0 Logistics 4.7 34.1 0.4 39.2 Fuel surcharge 68.9 64.2 ( 0.7 ) 132.4 Operating income (loss) 72.6 85.8 ( 45.6 ) 112.8 Depreciation 32.1 47.9 1.2 81.2 Amortization of intangible assets 3.0 3.9 — 6.9 Restructuring — 0.3 — 0.3 Non-cash operating lease expense 0.9 ( 0.1 ) — 0.8 Interest expense 4.3 5.8 23.4 33.5 Income (loss) before income tax 54.3 63.8 ( 36.1 ) 82.0 Total assets 336.9 601.1 149.4 1,087.4 Capital expenditures 27.8 67.7 22.9 118.4 Year Ended December 31, 2020 Total revenue $ 578.9 $ 893.7 $ ( 18.5 ) $ 1,454.1 Company freight 191.2 495.6 ( 10.0 ) 676.8 Owner operator freight 262.1 152.5 ( 5.7 ) 408.9 Brokerage 70.3 165.6 ( 1.6 ) 234.3 Logistics 2.9 34.5 — 37.4 Fuel surcharge 52.4 45.5 ( 1.2 ) 96.7 Operating income (loss) 32.6 53.3 ( 50.5 ) 35.4 Depreciation 35.1 55.1 0.9 91.1 Amortization of intangible assets 3.2 4.0 — 7.2 Impairment 2.0 13.4 — 15.4 Restructuring 0.6 8.8 0.1 9.5 Non-cash operating lease expense ( 0.3 ) ( 7.7 ) — ( 8.0 ) Interest expense 9.5 11.4 24.0 44.9 Income (loss) before income tax 7.2 32.0 ( 35.3 ) 3.9 Total assets 326.1 596.5 204.3 1,126.9 Capital expenditures 30.3 57.6 7.6 95.5 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
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: Year Ended December 31, (In millions except denominator and per share data) 2021 2020 Numerator Net income $ 56.0 $ 4.1 Less Series A preferred dividends ( 5.0 ) ( 4.9 ) Net income (loss) attributable to common stockholders 51.0 ( 0.8 ) Allocation of earnings to non-vested participating restricted stock units ( 0.4 ) — Numerator for basic EPS - income (loss) available to common stockholders - two class method $ 50.6 $ ( 0.8 ) Effect of dilutive securities: Add back Series A preferred dividends $ — $ — Add back allocation earnings to participating securities 0.4 — Reallocation of earnings to participating securities considering potentially dilutive securities ( 0.4 ) — Numerator for diluted EPS - income (loss) available to common shareholders - two class method $ 50.6 $ ( 0.8 ) Denominator Denominator for basic EPS - weighted-average shares 63,744,456 64,775,275 Effect of dilutive securities: Stock options and performance share units 1,664,802 — Convertible preferred stock — — Denominator for diluted EPS - weighted-average shares 65,409,258 64,775,275 Basic earnings (loss) per share $ 0.79 $ ( 0.01 ) Diluted earnings (loss) per share $ 0.77 $ ( 0.01 ) |
NATURE OF OPERATIONS AND SUMM_4
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable and Cash and Cash Equivalents (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Changes in the allowance for doubtful accounts | ||
Beginning balance | $ 3 | $ 3.5 |
Provision, charged to expense | (0.3) | 1.2 |
Write-off, less recoveries | (0.6) | (1.7) |
Ending balance | 2.1 | 3 |
Money market account balance | $ 129.2 | $ 160 |
NATURE OF OPERATIONS AND SUMM_5
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | Buildings and improvements | |
Property and Equipment | |
Estimated useful lives | 10 years |
Minimum | Leasehold improvements | |
Property and Equipment | |
Estimated useful lives | 5 years |
Minimum | Revenue equipment - tractors, trailers and accessories | |
Property and Equipment | |
Estimated useful lives | 5 years |
Minimum | Revenue equipment leased and available for lease to owner operators | |
Property and Equipment | |
Estimated useful lives | 5 years |
Minimum | Vehicles | |
Property and Equipment | |
Estimated useful lives | 5 years |
Minimum | Furniture and fixtures | |
Property and Equipment | |
Estimated useful lives | 5 years |
Minimum | Office, computer equipment and capitalized software development | |
Property and Equipment | |
Estimated useful lives | 3 years |
Maximum | Buildings and improvements | |
Property and Equipment | |
Estimated useful lives | 40 years |
Maximum | Leasehold improvements | |
Property and Equipment | |
Estimated useful lives | 20 years |
Maximum | Revenue equipment - tractors, trailers and accessories | |
Property and Equipment | |
Estimated useful lives | 15 years |
Maximum | Revenue equipment leased and available for lease to owner operators | |
Property and Equipment | |
Estimated useful lives | 15 years |
Maximum | Vehicles | |
Property and Equipment | |
Estimated useful lives | 7 years |
Maximum | Furniture and fixtures | |
Property and Equipment | |
Estimated useful lives | 7 years |
Maximum | Office, computer equipment and capitalized software development | |
Property and Equipment | |
Estimated useful lives | 5 years |
NATURE OF OPERATIONS AND SUMM_6
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Leases (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Lessee operating lease existence of option to extend | true |
Lessee finance lease existence of option to extend | true |
Minimum | |
Operating lease, renewal terms | 1 year |
Finance lease, renewal terms | 1 year |
Maximum | |
Operating lease, renewal terms | 5 years |
Finance lease, renewal terms | 5 years |
NATURE OF OPERATIONS AND SUMM_7
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Accounting (Details) | 12 Months Ended |
Dec. 31, 2021 | |
REVENUE ACCOUNTING | |
Practical expedient, remaining performance obligation option | true |
Revenue, practical expedient, incremental costs of obtaining or fulfilling a contract | true |
NATURE OF OPERATIONS AND SUMM_8
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets | ||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 0 | |
Income Tax Disclosure [Abstract] | ||
Uncertain tax positions | $ 0 | $ 0 |
Customer relationships | ||
Goodwill and Intangible Assets | ||
Estimated useful lives | 8 years 7 months 6 days | |
Customer relationships | Minimum | ||
Goodwill and Intangible Assets | ||
Estimated useful lives | 10 years | |
Customer relationships | Maximum | ||
Goodwill and Intangible Assets | ||
Estimated useful lives | 15 years | |
Non-competition agreements | ||
Goodwill and Intangible Assets | ||
Estimated useful lives | 1 year | |
Non-competition agreements | Minimum | ||
Goodwill and Intangible Assets | ||
Estimated useful lives | 2 years | |
Non-competition agreements | Maximum | ||
Goodwill and Intangible Assets | ||
Estimated useful lives | 5 years |
NATURE OF OPERATIONS AND SUMM_9
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentrations of Credit Risk (Details) - One Customer - Concentrations of Credit Risk - Customer | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Trade accounts receivable | ||
Concentrations of Credit Risk | ||
Number of customers | 1 | 1 |
Percentage of concentration risk | 10.00% | 13.00% |
Revenue. | ||
Concentrations of Credit Risk | ||
Number of customers | 1 | |
Percentage of concentration risk | 10.00% |
NATURE OF OPERATIONS AND SUM_10
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Deferred Financing Fees (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred Financing Fees | $ 7.6 | $ 7.1 |
Amortization of deferred financing fees | $ 1.7 | $ 4.3 |
NATURE OF OPERATIONS AND SUM_11
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Hierarchy (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 4.7 | $ 6.3 |
Total fair value | 4.7 | 6.3 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 2.7 | 3.6 |
Total fair value | 2.7 | 3.6 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 2 | 2.7 |
Total fair value | $ 2 | $ 2.7 |
NATURE OF OPERATIONS AND SUM_12
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in Warrant Liability (Details) $ in Millions | Oct. 21, 2020USD ($) | Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($)Segment |
Changes in the fair value of this liability | |||
Payment of Other contingent consideration | $ 0.2 | ||
Segment Reporting [Abstract] | |||
Number of Operating Segments | Segment | 11 | 11 | |
Number of Reportable Segments | Segment | 2 | ||
New Accounting Pronouncements | |||
Finance lease right-of-use assets | $ 29.1 | $ 30.6 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net | Property, Plant and Equipment, Net | |
Warrant Liability | |||
Changes in the fair value of this liability | |||
Balance, beginning of year | $ 2.7 | $ 1.8 | |
Change in fair value | 0.7 | 0.9 | |
Balance, end of year | $ 2 | $ 2.7 | |
Contingent Consideration | |||
Changes in the fair value of this liability | |||
Payment of Other contingent consideration | $ 7.4 | ||
Arbitration Agreement | |||
Changes in the fair value of this liability | |||
Reduction of contingent consideration due to arbitration agreement | $ (13.7) |
LEASES - Change in Accounting P
LEASES - Change in Accounting Principle (Details) | 12 Months Ended |
Dec. 31, 2021 | |
LEASE | |
Practical expedient, remaining performance obligation option | true |
Revenue, practical expedient, incremental costs of obtaining or fulfilling a contract | true |
Maximum | Real estate | |
LEASE | |
Operating lease, initial terms | 15 years |
Maximum | Revenue equipment | |
LEASE | |
Finance Lease, initial terms | 9 years |
Maximum | Asset Leased Under Operating Leases | |
LEASE | |
Terms | 72 months |
Minimum | Real estate | |
LEASE | |
Operating lease, initial terms | 3 years |
Minimum | Revenue equipment | |
LEASE | |
Finance Lease, initial terms | 3 years |
Minimum | Asset Leased Under Operating Leases | |
LEASE | |
Terms | 30 months |
LEASES - Components of lease ex
LEASES - Components of lease expenses (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lease cost | ||
Total operating lease cost | $ 42.2 | $ 33.6 |
Interest on lease liabilities | 1.2 | 1.1 |
Total finance lease cost | 7.9 | 6.3 |
Total lease cost | 50.1 | 39.9 |
Impairment charge to right-of-use assets relating to operating leases | 3.2 | |
Operations and maintenance | Revenue equipment | ||
Lease cost | ||
Total operating lease cost | 25.5 | 24.3 |
Administrative expense | Real estate | ||
Lease cost | ||
Total operating lease cost | 14.9 | 8.7 |
Operations and maintenance, and Administrative | ||
Lease cost | ||
Variable Lease, Cost | 0.9 | 0.1 |
Short-term Lease, Cost | 0.9 | 0.5 |
Depreciation and amortization | ||
Lease cost | ||
Amortization right-of-use assets | 6.7 | 5.1 |
Interest Expense | ||
Lease cost | ||
Interest on lease liabilities | $ 1.2 | $ 1.2 |
LEASES - Components of assets a
LEASES - Components of assets and liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Components of assets and liabilities for operating and finance leases | ||
Right-of-use assets | $ 108.3 | $ 121.1 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Right-of-use assets | Right-of-use assets |
Finance lease right-of-use assets | $ 29.1 | $ 30.6 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net | Property, Plant and Equipment, Net |
Total lease assets | $ 137.4 | $ 151.7 |
Current | $ 33.7 | $ 30.9 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current | Current |
Non-current | $ 81.1 | $ 96 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Non-current | Non-current |
Total operating lease liabilities | $ 114.8 | $ 126.9 |
Current | $ 8 | $ 8.5 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Long-term Debt, Current Maturities | Long-term Debt, Current Maturities |
Non-current | $ 20.5 | $ 22.7 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long Term Debt Excluding Line Of Credit Noncurrent | Long Term Debt Excluding Line Of Credit Noncurrent |
Total finance lease liabilities | $ 28.5 | $ 31.2 |
Total lease liabilities | 143.3 | 158.1 |
Operating cash flows from operating leases | (41.6) | (37.8) |
Operating cash flows from finance leases | (1.2) | (1.1) |
Financing cash flows from finance leases | (9.6) | (6.6) |
Operating lease right-of-use assets | 23.6 | 54.6 |
Finance lease right-of-use assets | $ 6.7 | $ 11.6 |
LEASES - Future payments on lea
LEASES - Future payments on leases (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2022 | $ 38.2 | |
2023 | 31.7 | |
2024 | 19.8 | |
2025 | 11.7 | |
2026 | 8.7 | |
Thereafter | 18.7 | |
Total lease payments | 128.8 | |
Less: interest | (14) | |
Total operating lease liabilities | 114.8 | $ 126.9 |
Finance Lease | ||
2022 | 9 | |
2023 | 9.4 | |
2024 | 6.8 | |
2025 | 3.9 | |
2026 | 1.6 | |
Thereafter | 0 | |
Total lease payments | 30.7 | |
Less: interest | (2.2) | |
Present value of lease liabilities | 28.5 | 31.2 |
Total Lease | ||
2022 | 47.2 | |
2023 | 41.1 | |
2024 | 26.6 | |
2025 | 15.6 | |
2026 | 10.3 | |
Thereafter | 18.7 | |
Total lease payments | 159.5 | |
Less: interest | (16.2) | |
Present value of lease liabilities | $ 143.3 | $ 158.1 |
LEASES - Weighted average lease
LEASES - Weighted average lease term and discount rate (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating leases | 4 years 11 months 8 days | 5 years 7 months 2 days |
Finance leases | 3 years 29 days | 3 years 6 months 25 days |
Operating leases | 4.62% | 5.04% |
Finance leases | 4.17% | 4.40% |
LEASES - Lessor (Details)
LEASES - Lessor (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessor, Lease, Description [Line Items] | ||
Depreciation | $ 81.2 | $ 91.1 |
Lease income | 28.2 | 25 |
Asset Leased Under Operating Leases | ||
Lessor, Lease, Description [Line Items] | ||
Depreciation | $ 21.5 | $ 18.7 |
Asset Leased Under Operating Leases | Minimum | ||
Lessor, Lease, Description [Line Items] | ||
Terms | 30 months | |
Asset Leased Under Operating Leases | Maximum | ||
Lessor, Lease, Description [Line Items] | ||
Terms | 72 months |
LEASES - Future Minimum Lease R
LEASES - Future Minimum Lease Receipts (Details) $ in Millions | Dec. 31, 2021USD ($) |
Future minimum receipts | |
2022 | $ 23.8 |
2023 | 19.3 |
2024 | 13.7 |
2025 | 6.9 |
2026 | 3.3 |
Thereafter | 0.3 |
Total minimum lease receipts | $ 67.3 |
OTHER CURRENT ASSETS (Details)
OTHER CURRENT ASSETS (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid Insurance | $ 7.5 | $ 12 |
Prepaid Licensing, permits and tolls | 4.8 | 4.9 |
Parts supplies | 3.5 | 3.1 |
Other prepaids | 2.7 | 3.2 |
Income tax receivable | 1.9 | 1.6 |
Prepaid highway and fuel taxes | 1.1 | 1.1 |
Prepaid Software | 1.1 | 0.6 |
Total | $ 22.6 | $ 26.5 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill | ||
Balance at the beginning of the period | $ 140,100,000 | $ 139,900,000 |
Goodwill impairments | 0 | |
Foreign currency translation adjustment | 200,000 | |
Balance at the end of the period | 140,100,000 | 140,100,000 |
Flatbed Solution segment | ||
Goodwill | ||
Balance at the beginning of the period | 59,300,000 | 59,300,000 |
Foreign currency translation adjustment | ||
Balance at the end of the period | 59,300,000 | 59,300,000 |
Specialized Solutions Segment | ||
Goodwill | ||
Balance at the beginning of the period | 80,800,000 | 80,600,000 |
Foreign currency translation adjustment | 200,000 | |
Balance at the end of the period | $ 80,800,000 | $ 80,800,000 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Other Intangibles (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible Assets, Net | |||
Intangible Assets | $ 161,600,000 | $ 161,600,000 | |
Accumulated Amortization | 74,700,000 | (67,800,000) | |
Intangible Assets, net | 86,900,000 | 93,800,000 | |
Foreign currency translation adjustment | (100,000) | (100,000) | |
Foreign currency translation adjustment, Intangible asset, net | (100,000) | (100,000) | |
Amortization of intangible assets | 6,900,000 | 7,200,000 | |
Goodwill impairment charges | 0 | ||
Goodwill, Impaired, Accumulated Impairment Loss | 118,800,000 | 118,800,000 | |
Impairment charges | 0 | ||
Trade names | |||
Intangible Assets, Net | |||
Intangible Assets | 50,900,000 | 50,900,000 | |
Intangible Assets, net | 50,900,000 | 50,900,000 | |
Non-competition agreements | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Finite lived, Intangible Assets, net | 900,000 | ||
Intangible Assets, Net | |||
Intangible Assets | 21,700,000 | 21,700,000 | |
Accumulated Amortization | (19,700,000) | $ (20,800,000) | |
Intangible Assets, net | $ 900,000 | 2,000,000 | |
Weighted average remaining useful lives | 1 year | ||
Future estimated amortization expense | |||
2022 | $ 800,000 | ||
2023 | 100,000 | ||
2024 | 0 | ||
2025 | 0 | ||
2026 | 0 | ||
Thereafter | 0 | ||
Total | 900,000 | ||
Customer relationships | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Finite lived, Intangible Assets, net | 35,000,000 | ||
Intangible Assets, Net | |||
Intangible Assets | 88,900,000 | 88,900,000 | |
Accumulated Amortization | (53,900,000) | (48,100,000) | |
Intangible Assets, net | $ 35,000,000 | 40,800,000 | |
Weighted average remaining useful lives | 8 years 7 months 6 days | ||
Future estimated amortization expense | |||
2022 | $ 5,900,000 | ||
2023 | 5,900,000 | ||
2024 | 4,100,000 | ||
2025 | 3,100,000 | ||
2026 | 2,600,000 | ||
Thereafter | 13,400,000 | ||
Total | 35,000,000 | ||
Non competition agreements and customer relationships and trade names | |||
Intangible Assets, Net | |||
Impairment charges | 8,200,000 | ||
Flatbed Solution segment | |||
Intangible Assets, Net | |||
Goodwill, Impaired, Accumulated Impairment Loss | 42,200,000 | 42,200,000 | |
Specialized Solutions Segment | |||
Intangible Assets, Net | |||
Goodwill, Impaired, Accumulated Impairment Loss | $ 76,600,000 | $ 76,600,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | |||
Property and equipment, Gross | $ 735.2 | $ 722.7 | |
Accumulated depreciation | (337.5) | (320) | |
Property and equipment, Net | 397.7 | 402.7 | |
Depreciation | 81.2 | 91.1 | |
Revenue equipment | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, Gross | 520.5 | 546.7 | |
Revenue equipment leased and available for lease to owner operators | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, Gross | 123.4 | 87.1 | |
Depreciation | 21.5 | 18.7 | |
Buildings and improvements | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, Gross | 58 | 57 | |
Furniture and fixtures office and computer equipment vehicles and capitalized software development | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, Gross | $ 33.3 | $ 31.9 | |
Impairment | Specialized | |||
PROPERTY AND EQUIPMENT | |||
Impairment expense | $ 4 |
INTEGRATION AND RESTRUCTURING_2
INTEGRATION AND RESTRUCTURING (Details) $ in Millions | Mar. 10, 2020Segment | Jul. 31, 2019Segment | Jul. 30, 2019Segment | Jul. 29, 2019Segment | Jun. 30, 2020Segment | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Restructuring Reserve [Roll Forward] | |||||||
Costs accrued | $ 0.3 | $ 9.5 | |||||
Restructuring Costs | 0.3 | 9.5 | |||||
Consolidated | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Balance at beginning of the period | 0.1 | ||||||
Balance at end of the period | 0.1 | ||||||
Consolidated | Employee Severance [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Balance at beginning of the period | 0.1 | ||||||
Balance at end of the period | 0.1 | ||||||
Specialized Solutions [Member] | Consolidated | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring Costs | 0.3 | 8.8 | |||||
Flatbed Solutions [Member] | Consolidated | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring Costs | 0 | 0.6 | |||||
Corporate Segment [Member] | Consolidated | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Balance at beginning of the period | 0.1 | ||||||
Balance at end of the period | 0.1 | ||||||
Corporate Segment [Member] | Consolidated | Employee Severance [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Balance at beginning of the period | 0.1 | ||||||
Balance at end of the period | 0.1 | ||||||
Divestiture Of Aveda [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring Costs | 8.2 | ||||||
Plan [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Number of Operating Segments Integrated | Segment | 3 | 13 | 16 | ||||
Number Of Operating Segments Absorbing Integrated Operating Segments | Segment | 3 | ||||||
Phase Ii Plan [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Number of Operating Segments Integrated | Segment | 3 | 2 | |||||
Number Of Operating Segments Absorbing Integrated Operating Segments | Segment | 3 | ||||||
Restructuring Costs | 10 | ||||||
Plan And Project Pivot | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Restructuring Costs | 0.3 | $ 1.3 | |||||
Plan And Project Pivot | Consolidated | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Costs accrued | 0.3 | ||||||
Amounts paid or charged | (0.3) | ||||||
Adjustments | (0.1) | ||||||
Plan And Project Pivot | Consolidated | Employee Severance [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Adjustments | (0.1) | ||||||
Plan And Project Pivot | Consolidated | Other | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Costs accrued | 0.3 | ||||||
Amounts paid or charged | (0.3) | ||||||
Plan And Project Pivot | Specialized Solutions [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Costs accrued | 0.3 | ||||||
Amounts paid or charged | (0.3) | ||||||
Plan And Project Pivot | Specialized Solutions [Member] | Other | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Costs accrued | 0.3 | ||||||
Amounts paid or charged | (0.3) | ||||||
Plan And Project Pivot | Corporate Segment [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Adjustments | (0.1) | ||||||
Plan And Project Pivot | Corporate Segment [Member] | Employee Severance [Member] | |||||||
Restructuring Reserve [Roll Forward] | |||||||
Adjustments | $ (0.1) |
ACCRUED EXPENSES AND OTHER LI_3
ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Brokerage and escorts | $ 15.6 | $ 11.9 |
Owner-operator deposits | 11.3 | 7.8 |
Other accrued expenses | 3.7 | 6.8 |
Unvouchered payables | 8.7 | 6.1 |
Accrued property taxes and sales taxes payable | 2.3 | 1.5 |
Fuel and fuel taxes | 1.2 | 1.1 |
Interest | 1.1 | 0.5 |
Total | $ 43.9 | $ 35.7 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Senior Debt | ||
Long-term Debt, Gross | $ 594.5 | $ 679.7 |
Less current portion | (55.5) | (54) |
Long-term debt and finance lease liabilities, less current portion and unamortized deferred financing fees | 531.4 | 618.6 |
Term loan facility | ||
Senior Debt | ||
Long-term Debt, Gross | 397 | 483.5 |
ABL Facility | ||
Senior Debt | ||
Long-term Debt, Gross | 0 | 0 |
Senior Debt | ||
Senior Debt | ||
Less current portion | (55.5) | (54) |
Less unamortized deferred financing costs | (7.6) | (7.1) |
Equipment and real estate term loans | ||
Senior Debt | ||
Long-term Debt, Gross | 169 | 164.9 |
Finance lease liabilities | ||
Senior Debt | ||
Long-term Debt, Gross | $ 28.5 | $ 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 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 29, 2021 |
LONG-TERM DEBT | |||||
Cash and cash equivalents | $ 147.5 | $ 176.2 | |||
Outstanding letters of credit | $ 25.7 | $ 18.1 | |||
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% | ||||
Equipment and real estate term loans | Maximum | |||||
LONG-TERM DEBT | |||||
Interest rate (as a percent) | 6.00% | ||||
Equipment and real estate term loans | Minimum | |||||
LONG-TERM DEBT | |||||
Interest rate (as a percent) | 2.60% | ||||
Term loan facility | |||||
LONG-TERM DEBT | |||||
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 | Credit Suisse AG | |||||
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% | ||||
Term loan facility | Senior Debt | |||||
LONG-TERM DEBT | |||||
Credit facility | $ 400 | ||||
Weighted average interest rate on term loan | 6.00% | ||||
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 | ||||
Outstanding letters of credit | 0 | ||||
Availability at closing | $ 107.8 | ||||
Weighted average interest rate | 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 | $ 23.3 | ||||
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 Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)Lender | Dec. 31, 2020USD ($) | |
LONG-TERM DEBT | ||
Loan balance | $ 594,500 | $ 679,700 |
Equipment and real estate term loans | ||
LONG-TERM DEBT | ||
Equipment with collateralizes term loans | $ 166,700 | |
Weighted average interest rate on term loan | 3.90% | |
Loan balance | $ 169,000 | $ 164,900 |
Number of lenders | Lender | 15 | |
Equipment and real estate term loans | Minimum | ||
LONG-TERM DEBT | ||
Interest rate (as a percent) | 2.60% | |
Equipment and real estate term loans | Maximum | ||
LONG-TERM DEBT | ||
Interest rate (as a percent) | 6.00% | |
Bank mortgage loan | ||
LONG-TERM DEBT | ||
Loan balance | $ 2,300 | |
Interest rate (as a percent) | 3.70% | |
Monthly installments | $ 15 | |
Balloon payment | $ 2,100 |
LONG-TERM DEBT - Additional inf
LONG-TERM DEBT - Additional information (Details) - BHE Seller notes $ in Millions | Dec. 31, 2021USD ($) |
Debt Instrument [Line Items] | |
2022 | $ 47.5 |
2023 | 49.6 |
2024 | 41.8 |
2025 | 29.6 |
2026 | 20.1 |
Thereafter | 377.4 |
Total | 566 |
Equipment and real estate term loans | |
Debt Instrument [Line Items] | |
2022 | 43.5 |
2023 | 45.6 |
2024 | 37.8 |
2025 | 25.6 |
2026 | 16.1 |
Thereafter | 0.4 |
Total | 169 |
Term loan facility | |
Debt Instrument [Line Items] | |
2022 | 4 |
2023 | 4 |
2024 | 4 |
2025 | 4 |
2026 | 4 |
Thereafter | 377 |
Total | $ 397 |
INCOME TAXES - Components of th
INCOME TAXES - Components of the Company's provision for income taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | $ 4.6 | $ 0.6 |
State | 5.4 | (1.7) |
Foreign | 0.9 | 0.8 |
Total current taxes | 10.9 | (0.3) |
Deferred: | ||
Federal | 11 | 0.1 |
State | 3.4 | (0.5) |
Foreign | 0.7 | 0.5 |
Total deferred taxes | 15.1 | 0.1 |
Income tax expense (benefit) | $ 26 | $ (0.2) |
INCOME TAXES - Effective income
INCOME TAXES - Effective income tax and the U.S. statutory income tax rate (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Effective income tax rate and the U.S. statutory income tax rate | ||
Income tax expense (benefit) at United States statutory income tax rate | $ 17.2 | $ 0.8 |
Federal income tax effects of: | ||
State income tax expense, net of federal benefit | 6.9 | (1.6) |
Foreign tax rate differential | 0.3 | 0.1 |
Per diem and other nondeductible expenses | (0.1) | 0.8 |
Nondeductible officer compensation | 1.8 | 0.6 |
Arbitrated decrease in contingent consideration | 0 | (2.9) |
Change in valuation allowance | 0 | 0.6 |
Change in fair value of warrant liability | (0.3) | 0.5 |
Tax credits | (0.1) | (0.1) |
Other | 0.3 | 1 |
Income tax expense (benefit) | $ 26 | $ (0.2) |
Effective tax rate | 31.70% | (5.10%) |
INCOME TAXES - Deferred tax ass
INCOME TAXES - Deferred tax assets and liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Components of Deferred Tax Assets [Abstract] | ||
Accrued expenses | $ 4.2 | $ 7.4 |
Vacation accrual | 0.7 | 0.6 |
Accounts receivable | 0.6 | 0.9 |
Net operating losses | 12.3 | 24.4 |
Deferred start-up costs | 1.2 | 1.2 |
Stock based compensation | 2.6 | 2 |
Operating lease liabilities | 28.5 | 30.3 |
Total | 50.1 | 66.8 |
Valuation allowance | (10.5) | (10.5) |
Total deferred tax assets | 39.6 | 56.3 |
Deferred tax liabilities | ||
Prepaid expenses | (4.1) | (4.8) |
Intangible assets | (17.4) | (17.6) |
Property and equipment | (76) | (75.6) |
Right of Use Asset | (27.2) | (28.3) |
Total deferred tax liabilities | (124.7) | (126.3) |
Net deferred tax liability | $ (85.1) | $ (70) |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance - foreign deferred tax assets | $ 10.5 | $ 10.5 |
Uncertain tax positions | 0 | $ 0 |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards net | 11.7 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards net | $ 0.6 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)Shareholder | Dec. 31, 2020USD ($) | |
Vendor | ||
RELATED PARTY TRANSACTIONS | ||
Stock holders investment percentage | 1.00% | |
Payment to vendor for product and subscription purchases | $ 300,000 | $ 400,000 |
Shareholders and minority owners | ||
RELATED PARTY TRANSACTIONS | ||
Number of shareholders are minority owners in VIE | Shareholder | 2 | |
Revenue from related parties | $ 400,000 | 200,000 |
Accounts receivable due from related parties | 11,000 | 16,000 |
Stockholder's Spouse | ||
RELATED PARTY TRANSACTIONS | ||
Revenue from related parties | 2,500,000 | 100,000 |
Accounts receivable due from related parties | $ 64,000 | $ 37,000 |
RELATED PARTY TRANSACTIONS - Le
RELATED PARTY TRANSACTIONS - Lease Payments (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2022 | $ 38.2 | |
2023 | 31.7 | |
2024 | 19.8 | |
2025 | 11.7 | |
2026 | 8.7 | |
Thereafter | 18.7 | |
Total lease payments | 128.8 | |
Total operating lease cost | 42.2 | $ 33.6 |
Shareholder and employee | ||
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
Total operating lease cost | 1.9 | $ 2.9 |
Shareholder and employee | Office and Terminals | ||
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2022 | 1.4 | |
2023 | 1.4 | |
2024 | 1.4 | |
2025 | 1.3 | |
2026 | 1.3 | |
Thereafter | 1.6 | |
Total lease payments | $ 8.4 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) $ / shares in Units, $ in Millions | Mar. 22, 2021USD ($)shares | Feb. 27, 2017USD ($)shares | Dec. 31, 2021USD ($)dVote$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Dec. 23, 2020shares |
Number of votes for each common stock | Vote | 1 | ||||
Shares of common stock reserved for future issuance | 1,200,000 | ||||
Stock repurchase program | 3,000,000 | ||||
Stock repurchased and retired during period (in shares) | 3,000,000 | ||||
Stock repurchased and retired during period | $ | $ 20.4 | $ (20.4) | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Fair value of warrant liability | $ | $ (1.6) | $ 2.1 | |||
Common Stock | |||||
Stock repurchased and retired during period (in shares) | (3,000,000) | ||||
Don R Daseke | |||||
Minimum common stock to be repurchased (in shares) | 3,000,000 | ||||
2017 Omnibus Incentive Plan | |||||
Shares of common stock reserved for future issuance | 1,200,000 | ||||
Warrants | |||||
Warrant liabilities | $ | $ 4.7 | $ 6.3 | |||
Total number of warrants outstanding | 35,040,646 | ||||
Share issued for exercise of warrants (in shares) | 17,520,323 | ||||
Shares that can be purchased out of each warrant | 500,000 | ||||
Exercise price per half share (in dollars per share) | $ / shares | $ 5.75 | ||||
Exercise price per whole share (in dollars per share) | $ / shares | $ 11.50 | ||||
Number of fractional shares to be issued | 0 | ||||
Public Warrants | |||||
Total number of warrants outstanding | 19,959,902 | ||||
Redemption price per warrant | $ / shares | $ 0.01 | ||||
Redemption price per warrant subject to stated common stock value | $ / shares | $ 24 | ||||
Number of trading days in which the price per share should equals or exceeds $24.00 per share to call the Public Warrants for redemption | d | 20 | ||||
Warrants exercisable period | 30 days | ||||
Private Placement Warrants | |||||
Total number of warrants outstanding | 15,080,756 | ||||
Series A | |||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||
Number of shares of the company's stock issued upon initial conversion | 8.6957 | ||||
Initial conversion rate per share (in dollars per share) | $ / shares | $ 11.50 | ||||
Number of years of anniversary from issue date for holder elects to convert (in years) | 7 years | ||||
Number of consecutive trading days at option by delivery of Notice of Conversion (in days) | 10 days | ||||
Number of consecutive trading days commencing on trading day immediately following notice (in days) | 20 days | ||||
Shares would be issuable upon conversion of currently outstanding shares (in shares) | 5,652,173 | ||||
Minimum percentage of weighted average price of common stock under preferred stock conversion on or after third anniversary (as a percent) | 140.00% | ||||
Minimum trading days of weighted average price of common stock under preferred stock conversion on or after third anniversary (in days) | 20 days | ||||
Maximum trading days of weighted average price of common stock under preferred stock conversion on or after third anniversary (in days) | 30 days | ||||
Minimum percentage of weighted average price of common stock under preferred stock conversion on or after fifth anniversary (as a percent) | 115.00% | ||||
Minimum trading days of weighted average price of common stock under preferred stock conversion on or after fifth anniversary (in days) | 20 days | ||||
Maximum trading days of weighted average price of common stock under preferred stock conversion on or after fifth anniversary (in days) | 30 days | ||||
Minimum trading days of weighted average price of common stock under preferred stock conversion on or after seventh anniversary (in days) | 10 days | ||||
Maximum days for conversion of preferred stock into common stock due to fundamental changes (in days) | 15 days | ||||
Base price for calculation of conversion rate | $ / shares | $ 100 | ||||
Percentage of closing sale price of common stock | 0.6667% | ||||
Minimum percentage of shares of common stock owned by holder for limitation in preferred stock | 9.99% | ||||
Maximum percentage of shares can be converted to common stock | 19.99% | ||||
Preferred share liquidation amount per share | $ / shares | $ 100 | ||||
Dividend rate (as a percent) | 7.625% | 7.625% | |||
Dividend paid (in dollars per share) | $ / shares | $ 1.91 | $ 1.91 | |||
Series A | Maximum | |||||
Number of business days following tenth consecutive trading day to convert shares (in days) | 5 days | ||||
Number of trading days from receipt of Notice of Conversion (in days) | 2 days | ||||
Series A | Hennessy Capital Acquisition Corp II and HCAC Merger Sub Inc | |||||
Preferred stock, issued (in shares) | 650,000 | ||||
Proceeds from convertible preferred stock | $ | $ 65 |
STOCK-BASED COMPENSATION - Opti
STOCK-BASED COMPENSATION - Options (Details) - 2017 Omnibus Incentive Plan - $ / shares | Feb. 27, 2017 | Dec. 31, 2021 | Dec. 31, 2020 |
Stock option grants under the Plan | |||
# of Options Granted | 4,000,000 | ||
Minimum | |||
Stock option grants under the Plan | |||
Vesting Period (in years) | 3 years | ||
Maximum | |||
Stock option grants under the Plan | |||
Vesting Period (in years) | 5 years | ||
Director Group | Minimum | |||
Stock option grants under the Plan | |||
Vesting Period (in years) | 6 months | ||
Stock Option | |||
Stock option grants under the Plan | |||
# of Options Granted | 0 | ||
Issued and Outstanding (in shares) | 2,614,022 | 3,134,931 | |
Weighted Average Exercise Price (in dollars per share) | $ 0 | ||
Stock Option | Director Group | |||
Stock option grants under the Plan | |||
# of Options Granted | 150,000 | ||
Issued and Outstanding (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 option grants under the Plan | |||
# of Options Granted | 4,682,630 | ||
Issued and Outstanding (in shares) | 2,539,022 | ||
Weighted Average Exercise Price (in dollars per share) | $ 6.11 | ||
Weighted Average Grant Date Fair Value (in dollars) | $ 3.78 | ||
Stock Option | Employee Group | Minimum | |||
Stock option grants under the Plan | |||
Vesting Period (in years) | 3 years | ||
Stock Option | Employee Group | Maximum | |||
Stock option grants under the Plan | |||
Vesting Period (in years) | 5 years |
STOCK-BASED COMPENSATION - Op_2
STOCK-BASED COMPENSATION - Option Activity (Details) - 2017 Omnibus Incentive Plan - USD ($) $ / shares in Units, $ in Millions | Feb. 27, 2017 | Dec. 31, 2021 |
Shares | ||
Granted (in shares) | 4,000,000 | |
Stock Option | ||
Shares | ||
Outstanding, at the beginning (in shares) | 3,134,931 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 157,545 | |
Forfeited or expired (in shares) | (363,364) | |
Outstanding, at the end (in shares) | 2,614,022 | |
Exercisable at the end, Shares | 1,540,797 | |
Vested and expected to vest (in shares) | 2,614,022 | |
Weighted Average Exercise Price | ||
Outstanding, at the beginning (in dollars per shares) | $ 6.19 | |
Granted (in dollars per shares) | 0 | |
Exercised (in dollars per shares) | 3 | |
Forfeited or expired (in dollars per shares) | 7.13 | |
Outstanding, at the end (in dollars per shares) | 6.23 | |
Exercisable at the end (in dollars per shares) | 7.93 | |
Vested and expected to vest (in dollars per share) | $ 6.23 | |
Weighted Average Remaining Contractual Terms and Aggregate Intrinsic Value | ||
Weighted Average Remaining Contractual Terms (Years) | 6 years 9 months 18 days | |
Exercisable at the end, Weighted Average Remaining Contractual Terms (Years) | 6 years 3 months 18 days | |
Vested and expected to vest (in years) | 6 years 9 months 18 days | |
Aggregate Intrinsic Value, Outstanding at the end (in dollars) | $ 10.6 | |
Exercisable at the end, Aggregate intrinsic value (in dollars) | 3.7 | |
Vested and expected to vest (in dollars) | $ 10.6 | |
Expiration period | 10 years |
Stock Based Compensation - Non
Stock Based Compensation - Non Vested Shares (Details) - $ / shares | Feb. 27, 2017 | Dec. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding at the beginning (per unit) | $ 1.51 | |
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] | ||
Non-vested at the beginning (in Shares) | 1,958,010 | |
Outstanding at the beginning (per unit) | $ 3.46 | |
Granted (in shares) | 0 | |
Vested (in Shares) | 701,629 | |
Vested (per unit) | $ 3.53 | |
Forfeited or Expired (in shares) | 183,156 | |
Forfeited or Expired (per unit) | $ 3.48 | |
Non-vested at the end (in shares) | 1,073,225 | |
Outstanding at the end (per unit) | $ 3.41 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock (Details) - $ / shares | Feb. 27, 2017 | Dec. 31, 2021 |
2017 Omnibus Incentive Plan | ||
Stock options and restricted stock units granted under the 2017 Plan | ||
# of Options Granted | 4,000,000 | |
Maximum | 2017 Omnibus Incentive Plan | ||
Stock options and restricted stock units granted under the 2017 Plan | ||
Vesting Period (in years) | 5 years | |
Minimum | 2017 Omnibus Incentive Plan | ||
Stock options and restricted stock units granted under the 2017 Plan | ||
Vesting Period (in years) | 3 years | |
Director Group | Minimum | 2017 Omnibus Incentive Plan | ||
Stock options and restricted stock units granted under the 2017 Plan | ||
Vesting Period (in years) | 6 months | |
Restricted Stock Units (RSUs) | 2017 Omnibus Incentive Plan | ||
Stock options and restricted stock units granted under the 2017 Plan | ||
Issued and Outstanding (in shares) | 673,830 | |
Restricted Stock Units (RSUs) | Minimum | 2017 Omnibus Incentive Plan | ||
Stock options and restricted stock units granted under the 2017 Plan | ||
Vesting Period (in years) | 3 years | |
Restricted Stock Units (RSUs) | Director Group | 2017 Omnibus Incentive Plan | ||
Stock options and restricted stock units granted under the 2017 Plan | ||
# of Options Granted | 789,087 | |
Issued and Outstanding (in shares) | 69,121 | |
Weighted Average Grant Date Fair Value (in dollars) | $ 8.62 | |
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 | 2017 Omnibus Incentive Plan | ||
Stock options and restricted stock units granted under the 2017 Plan | ||
Vesting Period (in years) | 6 months | |
Restricted Stock Units (RSUs) | Employee Group | 2017 Omnibus Incentive Plan | ||
Stock options and restricted stock units granted under the 2017 Plan | ||
# of Options Granted | 2,231,136 | |
Issued and Outstanding (in shares) | 604,709 | |
Weighted Average Grant Date Fair Value (in dollars) | $ 8.56 | |
Restricted Stock Units (RSUs) | Employee Group | Maximum | 2017 Omnibus Incentive Plan | ||
Stock options and restricted stock units granted under the 2017 Plan | ||
Vesting Period (in years) | 5 years |
STOCK-BASED COMPENSATION - Perf
STOCK-BASED COMPENSATION - Performance stock Unit Award Activity (Details) - Stock Option | 12 Months Ended |
Dec. 31, 2021 | |
Fair value of stock option grants | |
Weighted average expected life | 6 years |
Minimum risk free interest rate | 0.39% |
Maximum risk free interest rate | 0.47% |
Minimum expected volatility | 41.00% |
Maximum expected volatility | 42.50% |
Expected dividend yield | 0.00% |
STOCK-BASED COMPENSATION - Aggr
STOCK-BASED COMPENSATION - Aggregate (Details) - USD ($) $ in Millions | Feb. 27, 2017 | Dec. 31, 2021 | Dec. 31, 2020 |
Stock-based compensation | |||
Stock reserved for future issuance | 1,200,000 | ||
Share-based Payment Arrangement, Expense | $ 8.6 | $ 5.9 | |
Stock Option | |||
Stock-based compensation | |||
Weighted average expected life | 6 years | ||
Minimum risk free interest rate | 0.39% | ||
Maximum risk free interest rate | 0.47% | ||
Minimum expected volatility | 41.00% | ||
Maximum expected volatility | 42.50% | ||
Expected dividend yield | 0.00% | ||
Unrecognized stock-based compensation expense | $ 2.1 | ||
Weighted average period of recognition | 1 year 3 months 18 days | ||
Weighted average fair value of option granted | 4.6 | ||
Intrinsic value of options exercised | $ 0.5 | ||
Restricted Stock Units (RSUs) | |||
Stock-based compensation | |||
Unrecognized stock-based compensation expense | $ 4.5 | ||
Weighted average period of recognition | 1 year 8 months 12 days | ||
Weighted average fair value of option granted | $ 4.6 | 0.3 | |
Weighted average fair value of option Vested | 3.8 | 2.4 | |
Performance Stock Units | |||
Stock-based compensation | |||
Unrecognized stock-based compensation expense | $ 17.6 | ||
Weighted average period of recognition | 1 year 4 months 24 days | ||
Weighted average fair value of option granted | $ 8.9 | $ 1.1 | |
PSU Outstanding (in shares) | 2,915,178 | ||
Vesting PSU | 1,495,000 | ||
Vesting PSU | 994,100 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Description and Terms | are 395,178 PSUs classified as liabilities in which the vesting occurs upon the achievement of specific performance-based conditions related to the Company's financial performance over a three year period, modified based on the Company's Relative Total Shareholder Return (TSR) and subject to final vesting based on the participant’s continued employment through the end of the requisite service periods. The ultimate amount to vest may be downwardly adjusted by the Compensation Committee if the TSR is negative. The amount of awards that will ultimately vest for these 395,178 PSUs can range from 0% to 200% based on the TSR 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 133% | ||
Equity-classified | |||
Stock-based compensation | |||
Granted (in units) | 250,000 | ||
Minimum risk free interest rate | 0.22% | 0.21% | |
Maximum risk free interest rate | 0.27% | 0.26% | |
Minimum expected volatility | 96.90% | 76.80% | |
Maximum expected volatility | 104.40% | 87.50% | |
Expected dividend yield | 0.00% | ||
Liability-classified | |||
Stock-based compensation | |||
Granted (in units) | 775,000 | ||
Risk-free interest rate | 0.38% | ||
Expected volatility | 93.80% | ||
Weighted average expected life | 2 years | ||
Expected dividend yield | 0.00% | ||
Granted (in units) | 1,170,178 | ||
Maximum | Equity-classified | |||
Stock-based compensation | |||
Weighted average expected life | 2 years 3 months 18 days | 3 years | |
Minimum | Equity-classified | |||
Stock-based compensation | |||
Weighted average expected life | 1 year 10 months 24 days | 2 years 6 months | |
2017 Omnibus Incentive Plan | |||
Stock-based compensation | |||
Stock reserved for future issuance | 1,200,000 | ||
Granted (in shares) | 4,000,000 | ||
2017 Omnibus Incentive Plan | Stock Option | |||
Stock-based compensation | |||
Expiration period | 10 years | ||
Granted (in shares) | 0 | ||
PSU Outstanding (in shares) | 2,614,022 | 3,134,931 | |
2017 Omnibus Incentive Plan | Restricted Stock Units (RSUs) | |||
Stock-based compensation | |||
Granted (in units) | 557,572 | ||
PSU Outstanding (in shares) | 673,830 | ||
2017 Omnibus Incentive Plan | Performance Stock Units | |||
Stock-based compensation | |||
Granted (in units) | 250,000 | ||
Total fair value of the liability | $ 13.7 | ||
Share based compensation arrangement liability within Non current liability fair Value | $ 1.5 | ||
2017 Omnibus Incentive Plan | Maximum | |||
Stock-based compensation | |||
Vesting Period (in years) | 5 years | ||
2017 Omnibus Incentive Plan | Maximum | Director Group | |||
Stock-based compensation | |||
Vesting Period (in years) | 5 years | ||
2017 Omnibus Incentive Plan | Minimum | |||
Stock-based compensation | |||
Vesting Period (in years) | 3 years | ||
2017 Omnibus Incentive Plan | Minimum | Restricted Stock Units (RSUs) | |||
Stock-based compensation | |||
Vesting Period (in years) | 3 years |
STOCK-BASED COMPENSATION - Re_2
STOCK-BASED COMPENSATION - Restricted stock unit award (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Weighted Average Grant Date Fair Value (Per Unit) | |
Outstanding at the beginning (per unit) | $ 1.51 |
Outstanding at the end (per unit) | |
2017 Omnibus Incentive Plan | Restricted Stock Units (RSUs) | |
Number of Units | |
Non-vested at the beginning (in units) | shares | 594,801 |
Granted (in units) | shares | 557,572 |
Vested (in units) | shares | (438,329) |
Forfeited (in units) | shares | (40,214) |
Non-vested at the end (in units) | shares | 673,830 |
Weighted Average Grant Date Fair Value (Per Unit) | |
Outstanding at the beginning (per unit) | $ 5.72 |
Granted (per unit) | 8.21 |
Vested (per unit) | 4.09 |
Forfeited or Expired (per unit) | 10.37 |
Outstanding at the end (per unit) | $ 8.56 |
STOCK-BASED COMPENSATION - Fair
STOCK-BASED COMPENSATION - Fair value assumptions (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding at the beginning (per unit) | $ 1.51 | |
Outstanding at the end (per unit) | $ 1.51 | |
Performance Stock Units | 2017 Omnibus Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested at the beginning (in units) | 722,000 | |
Total fair value of the liability | $ 13.7 | |
Granted (in units) | 250,000 | |
Granted (per unit) | $ 9.53 | |
Reclassified from liability to equity (in units) | 994,100 | |
Reclassified from liability to equity (per unit) | $ 6.56 | |
Forfeited (in units) | 221,100 | |
Forfeited or Expired (per unit) | $ 6.30 | |
Non-vested at the end (in units) | 1,745,000 | 722,000 |
Outstanding at the end (per unit) | $ 4.93 | |
Liability-classified | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average expected life | 2 years | |
Expected dividend yield | 0.00% | |
Granted (in units) | 775,000 | |
Equity-classified | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Minimum risk free interest rate | 0.22% | 0.21% |
Maximum risk free interest rate | 0.27% | 0.26% |
Minimum expected volatility | 96.90% | 76.80% |
Maximum expected volatility | 104.40% | 87.50% |
Expected dividend yield | 0.00% | |
Granted (in units) | 250,000 | |
Minimum | Equity-classified | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average expected life | 1 year 10 months 24 days | 2 years 6 months |
Maximum | Equity-classified | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average expected life | 2 years 3 months 18 days | 3 years |
DEFINED CONTRIBUTION PLAN (Deta
DEFINED CONTRIBUTION PLAN (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Company's expense under matching requirements | $ 5.7 | $ 5.4 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Outstanding letters of credit | $ 25.7 | $ 18.1 |
REPORTABLE SEGMENTS (Details)
REPORTABLE SEGMENTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Gain on sale of equipment | $ 17,100,000 | $ 6,900,000 |
Total revenue | 1,556,800,000 | 1,454,100,000 |
Operating income (loss) | 112,800,000 | 35,400,000 |
Depreciation | 81,200,000 | 91,100,000 |
Amortization of intangible assets | 6,900,000 | 7,200,000 |
Impairment | 0 | 15,400,000 |
Restructuring | 300,000 | 9,500,000 |
Non-cash operating lease expense | 800,000 | (8,000,000) |
Interest expense | 33,500,000 | 44,900,000 |
Income (loss) before income tax | 82,000,000 | 3,900,000 |
Total assets | 1,087,400,000 | 1,126,900,000 |
Capital expenditures | 118,400,000 | 95,500,000 |
Company freight | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenue | 629,700,000 | 676,800,000 |
Owner operator freight | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenue | 486,500,000 | 408,900,000 |
Brokerage | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenue | 269,000,000 | 234,300,000 |
Logistics | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenue | 39,200,000 | 37,400,000 |
Fuel surcharge | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenue | 132,400,000 | 96,700,000 |
Corporate/Eliminations | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenue | (11,900,000) | (18,500,000) |
Operating income (loss) | (45,600,000) | (50,500,000) |
Depreciation | 1,200,000 | 900,000 |
Amortization of intangible assets | 0 | |
Restructuring | 0 | 100,000 |
Non-cash operating lease expense | 0 | |
Interest expense | 23,400,000 | 24,000,000 |
Income (loss) before income tax | (36,100,000) | (35,300,000) |
Total assets | 149,400,000 | 204,300,000 |
Capital expenditures | 22,900,000 | 7,600,000 |
Corporate/Eliminations | Company freight | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenue | (9,000,000) | (10,000,000) |
Corporate/Eliminations | Owner operator freight | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenue | (2,200,000) | (5,700,000) |
Corporate/Eliminations | Brokerage | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenue | (400,000) | (1,600,000) |
Corporate/Eliminations | Logistics | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenue | 400,000 | |
Corporate/Eliminations | Fuel surcharge | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenue | (700,000) | (1,200,000) |
Flatbed Solution segment | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Intersegment revenues and expenses | 4,800,000 | 6,500,000 |
Flatbed Solution segment | Consolidated | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenue | 694,700,000 | 578,900,000 |
Operating income (loss) | 72,600,000 | 32,600,000 |
Depreciation | 32,100,000 | 35,100,000 |
Amortization of intangible assets | 3,000,000 | 3,200,000 |
Impairment | 2,000,000 | |
Restructuring | 0 | 600,000 |
Non-cash operating lease expense | 900,000 | (300,000) |
Interest expense | 4,300,000 | 9,500,000 |
Income (loss) before income tax | 54,300,000 | 7,200,000 |
Total assets | 336,900,000 | 326,100,000 |
Capital expenditures | 27,800,000 | 30,300,000 |
Flatbed Solution segment | Consolidated | Company freight | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenue | 178,700,000 | 191,200,000 |
Flatbed Solution segment | Consolidated | Owner operator freight | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenue | 330,100,000 | 262,100,000 |
Flatbed Solution segment | Consolidated | Brokerage | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenue | 112,300,000 | 70,300,000 |
Flatbed Solution segment | Consolidated | Logistics | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenue | 4,700,000 | 2,900,000 |
Flatbed Solution segment | Consolidated | Fuel surcharge | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenue | 68,900,000 | 52,400,000 |
Specialized | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Intersegment revenues and expenses | 7,400,000 | 12,000,000 |
Specialized | Consolidated | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenue | 874,000,000 | 893,700,000 |
Operating income (loss) | 85,800,000 | 53,300,000 |
Depreciation | 47,900,000 | 55,100,000 |
Amortization of intangible assets | 3,900,000 | 4,000,000 |
Impairment | 13,400,000 | |
Restructuring | 300,000 | 8,800,000 |
Non-cash operating lease expense | (100,000) | (7,700,000) |
Interest expense | 5,800,000 | 11,400,000 |
Income (loss) before income tax | 63,800,000 | 32,000,000 |
Total assets | 601,100,000 | 596,500,000 |
Capital expenditures | 67,700,000 | 57,600,000 |
Specialized | Consolidated | Company freight | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenue | 460,000,000 | 495,600,000 |
Specialized | Consolidated | Owner operator freight | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenue | 158,600,000 | 152,500,000 |
Specialized | Consolidated | Brokerage | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenue | 157,100,000 | 165,600,000 |
Specialized | Consolidated | Logistics | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenue | 34,100,000 | 34,500,000 |
Specialized | Consolidated | Fuel surcharge | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Total revenue | 64,200,000 | 45,500,000 |
Corporate | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||
Purchases of equipment | 22,200,000 | 6,800,000 |
Sale of equipment | 24,800,000 | 8,300,000 |
Gain on sale of equipment | $ 2,600,000 | $ 1,500,000 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net income | $ 56 | $ 4.1 |
Less Series A preferred dividends | (5) | (4.9) |
Net income (loss) attributable to common stockholders | 51 | (0.8) |
Allocation of earnings to non-vested participating restricted stock units | 0.4 | 0 |
Numerator for basic EPS - income (loss) available to common stockholders - two class method | 50.6 | (0.8) |
Add back allocation earnings to participating securities | 0.4 | 0 |
Reallocation of earnings to participating securities considering potentially dilutive securities | 0.4 | 0 |
Numerator for diluted EPS - income (loss) available to common shareholders - two class method | $ 50.6 | $ (0.8) |
Denominator: | ||
Denominator for basic - weighted-average shares | 63,744,456 | 64,775,275 |
Denominator for diluted EPS - weighted-average shares | 65,409,258 | 64,775,275 |
Basic earnings(loss) per share | $ 0.79 | $ (0.01) |
Diluted earnings (loss) per share | $ 0.77 | $ (0.01) |
Stock Option | ||
Denominator: | ||
Weighted-average shares outstanding - Equivalent | 1,664,802 | |
Convertible Preferred Stock | ||
Denominator: | ||
Weighted-average shares outstanding - Equivalent | 0 | |
Series A | ||
Numerator: | ||
Less Series A preferred dividends | $ (5) | $ (4.9) |
Net income (loss) attributable to common stockholders | 51 | (0.8) |
Add back series A preferred dividends | $ 0 | $ 0 |
Denominator: | ||
Preferred stock dividend rate (as a percent) | 7.625% | 7.625% |