Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 17, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
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 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | DSKE | ||
Security Exchange Name | NASDAQ | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Common shares outstanding | 45,122,805 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001642453 | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 285 | ||
Entity Voluntary Filers | No | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive proxy statement for its 2023 Annual Meeting of Stockholders to be filed within 120 days of the Registrant’s fiscal year ended December 31, 2022 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 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash and cash equivalents | $ 153.4 | $ 147.5 | |
Accounts receivable, net of allowance of $2.3 and $2.1 at December 31, 2022 and 2021, respectively | 179 | 172.3 | |
Drivers' advances and other receivables | 7.9 | 7.7 | |
Other current assets | 37.9 | 22.6 | |
Total current assets | 378.2 | 350.1 | |
Property and equipment, net | 488.3 | 397.7 | |
Intangible assets, net | 80.6 | 86.9 | |
Goodwill | 137.3 | 140.1 | $ 140.1 |
Right-of-use assets | 107.6 | 108.3 | |
Other non-current assets | 3.4 | 4.3 | |
Total assets | 1,195.4 | 1,087.4 | |
Current liabilities: | |||
Accounts payable | 14.7 | 14.7 | |
Accrued expenses and other liabilities | 44.9 | 43.9 | |
Accrued payroll, benefits and related taxes | 30.8 | 32.9 | |
Accrued insurance and claims | 40.6 | 26.8 | |
Current portion of long-term debt | 78.4 | 55.5 | |
Warrant liability | 0 | 4.7 | |
Current operating lease liabilities | 34.4 | 33.7 | |
Total current liabilities | 243.8 | 212.2 | |
Line of credit | 0 | 0 | |
Long-term debt, net of current portion | 582.3 | 531.4 | |
Deferred tax liabilities | 95 | 85.1 | |
Non-current operating lease liabilities | 79.6 | 81.1 | |
Other non-current liabilities | 1.7 | 1.6 | |
Total liabilities | 1,002.4 | 911.4 | |
Commitments and contingencies (Note 15) | |||
Stockholders' equity: | |||
Common stock, par value $0.0001 per share; 250,000,000 shares authorized, 45,028,041 and 62,489,278 shares issued and outstanding at December 31, 2022 and 2021, respectively | 0 | 0 | |
Additional paid-in-capital | 293.1 | 387.8 | |
Accumulated deficit | (232.3) | (276.8) | |
Accumulated other comprehensive loss | (0.4) | 0 | |
Total stockholders' equity | 193 | 176 | $ 138.8 |
Total liabilities and stockholders' equity | 1,195.4 | 1,087.4 | |
Series A convertible preferred stock | |||
Stockholders' equity: | |||
Preferred Stock, Value | 65 | 65 | |
Series B perpetual preferred stock | |||
Stockholders' equity: | |||
Preferred Stock, Value | $ 67.6 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Allowance | $ 2.3 | $ 2.1 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 45,028,041 | 62,489,278 |
Common stock, outstanding | 45,028,041 | 62,489,278 |
Series A convertible preferred stock | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, issued | 650,000 | 650,000 |
Preferred stock, outstanding | 650,000 | 650,000 |
Preferred liquidation preference | $ 65 | $ 65 |
Series B perpetual preferred stock | ||
Preferred stock, par value | $ 0.0001 | |
Preferred stock, issued | 67,597 | |
Preferred stock, outstanding | 67,597 | |
Preferred liquidation preference | $ 67.6 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues: | |||
Total revenue | $ 1,773.3 | $ 1,556.8 | $ 1,454.1 |
Operating expenses: | |||
Salaries, wages and employee benefits | 402.4 | 378.3 | 399.4 |
Operations and maintenance | 162.5 | 147.8 | 172.7 |
Administrative | 72.4 | 64.7 | 68.3 |
Insurance and claims | 76.7 | 61.3 | 66.9 |
Acquisition-related transaction expenses | 3.8 | 0 | 0 |
Depreciation and amortization | 92.8 | 88.1 | 98.3 |
Gain on disposition of property and equipment | (21) | (17.1) | (6.9) |
Impairment | 9.4 | 0 | 15.4 |
Restructuring charges | 2.4 | 0.3 | 9.5 |
Total operating expenses | 1,674.9 | 1,444 | 1,418.7 |
Income from operations | 98.4 | 112.8 | 35.4 |
Other expense (income): | |||
Interest income | (2.8) | (0.3) | (0.6) |
Interest expense | 35.4 | 33.5 | 44.9 |
Change in fair value of warrant liability | (4.7) | (1.6) | 2.1 |
Other | 0.7 | (0.8) | (14.9) |
Total other expense | 28.6 | 30.8 | 31.5 |
Income before income taxes | 69.8 | 82 | 3.9 |
Income tax expense (benefit) | 19.6 | 26 | (0.2) |
Net income | 50.2 | 56 | 4.1 |
Other comprehensive loss: | |||
Foreign currency translation adjustments | (0.4) | 0 | 0.4 |
Comprehensive income | 49.8 | 56 | 4.5 |
Net income | 50.2 | 56 | 4.1 |
Net income (loss) attributable to common stockholders | $ 44.5 | $ 51 | $ (0.8) |
Earnings (loss) per common share: | |||
Basic | $ 0.73 | $ 0.79 | $ (0.01) |
Diluted | $ 0.70 | $ 0.77 | $ (0.01) |
Weighted-average common shares outstanding: | |||
Basic | 60,459,451 | 63,744,456 | 64,775,275 |
Diluted | 63,283,502 | 65,409,258 | 64,775,275 |
Series A | |||
Other comprehensive loss: | |||
Less dividends to convertible preferred stockholders | $ (5) | $ (5) | $ (4.9) |
Weighted-average common shares outstanding: | |||
Dividends declared per convertible preferred share | $ 7.63 | $ 7.63 | $ 7.63 |
Series B perpetual preferred stock | |||
Other comprehensive loss: | |||
Less dividends to convertible preferred stockholders | $ (0.7) | $ 0 | $ 0 |
Weighted-average common shares outstanding: | |||
Dividends declared per convertible preferred share | $ 11.46 | $ 0 | $ 0 |
Company freight | |||
Revenues: | |||
Total revenue | $ 650.3 | $ 629.7 | $ 676.8 |
Operating expenses: | |||
Purchased freight | 698 | 598.5 | 491.4 |
Owner operator freight | |||
Revenues: | |||
Total revenue | 509.9 | 486.5 | 408.9 |
Brokerage | |||
Revenues: | |||
Total revenue | 321.2 | 269 | 234.3 |
Logistics | |||
Revenues: | |||
Total revenue | 53.8 | 39.2 | 37.4 |
Fuel surcharge | |||
Revenues: | |||
Total revenue | 238.1 | 132.4 | 96.7 |
Operating expenses: | |||
Fuel | 159.6 | 107.3 | 87.3 |
Service | |||
Operating expenses: | |||
Taxes and licenses | $ 15.9 | $ 14.8 | $ 16.4 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Millions | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Series A convertible preferred stock | Series A convertible preferred stock Preferred Stock | Series A convertible preferred stock Accumulated Deficit | Series B perpetual preferred stock | Series B perpetual preferred stock Preferred Stock | Series B perpetual preferred stock Accumulated Deficit |
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 stock awards (in Value) | (0.1) | (0.1) | |||||||||
Vesting of stock awards (in Shares) | 434,098 | ||||||||||
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 stock awards (in Value) | $ (1.9) | (1.9) | |||||||||
Vesting of stock awards (in Shares) | 308,554 | ||||||||||
Series A convertible preferred stock dividend | (5) | 5 | |||||||||
Common 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 | |||||||||
Foreign currency translation adjustments | 0 | ||||||||||
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 | |||||||||
Exercise of stock options (in shares) | 91,425 | ||||||||||
Exercise of stock options (in Value) | 0.8 | 0.8 | |||||||||
Exercise of warrants (in shares) | 817,648 | ||||||||||
Vesting of stock awards (in Value) | (1.1) | (1.1) | |||||||||
Vesting of stock awards (in Shares) | 365,969 | ||||||||||
Series B perpetual preferred stock issuance (in shares) | 67,597 | ||||||||||
Series A convertible preferred stock dividend | $ (5) | $ (5) | $ (0.7) | $ 0.7 | |||||||
Series B perpetual preferred stock dividend (in values) | 67.6 | $ 67.6 | |||||||||
Stock Issued During Period, Value, New Issues | 67.6 | $ 67.6 | |||||||||
Stock Issued During Period, Shares, New Issues | 67,597 | ||||||||||
Common stock repurchased and retired during period (in shares) | (18,736,279) | ||||||||||
Stock repurchased and retired during period | (112.5) | (112.5) | |||||||||
Stock-based compensation expense | 8.7 | 8.7 | |||||||||
Foreign currency translation adjustments | (0.4) | (0.4) | |||||||||
Exercise of warrants (value) | 9.4 | 9.4 | |||||||||
Net income | 50.2 | 50.2 | |||||||||
Balance (in Value) at Dec. 31, 2022 | $ 193 | $ 293.1 | $ (232.3) | $ (0.4) | $ 65 | $ 67.6 | |||||
Balance (in Shares) at Dec. 31, 2022 | 45,028,041 | 650,000 | 67,597 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||
Net income | $ 50.2 | $ 56 | $ 4.1 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 85.9 | 81.2 | 91.1 |
Amortization of intangible assets | 6.9 | 6.9 | 7.2 |
Amortization of deferred financing fees | 1.3 | 1.7 | 4.3 |
Non-cash operating lease expense | 0 | 0.8 | (8) |
Non-cash adjustments to contingent consideration | 0 | 0 | (13.9) |
Change in fair value of warrant liability | (4.7) | (1.6) | 2.1 |
Write-off of deferred financing fees | 0 | 1.2 | 0 |
Stock-based compensation expense | 11.5 | 8.6 | 5.9 |
Deferred taxes | 10.9 | 14.7 | (0.1) |
Bad debt (recovery) expense | 0.7 | (0.3) | 1.2 |
Gain on disposition of property and equipment | (21) | (17.1) | (6.9) |
Impairment | 9.4 | 0 | 15.4 |
Changes in operating assets and liabilities | |||
Accounts receivable | (4.7) | (17.7) | 42.2 |
Drivers' advances and other receivables | (2.6) | 0.9 | 0 |
Other current assets | (13.1) | 3.9 | (0.6) |
Accounts payable | 0.1 | (1.8) | (4.1) |
Accrued expenses and other liabilities | 6.2 | 7.3 | 5 |
Net cash provided by operating activities | 137 | 144.7 | 144.9 |
Cash flows from investing activities | |||
Purchase of property and equipment | (42.1) | (53.7) | (37.2) |
Proceeds from sale of property and equipment | 40.9 | 58.6 | 68.8 |
Cash paid for acquisitions, net of cash received | (19.1) | 0 | 0 |
Net cash (used in) provided by investing activities | (20.3) | 4.9 | 31.6 |
Cash flows from financing activities: | |||
Advances on line of credit | 1,831.3 | 1,656.3 | 1,484.7 |
Repayments on line of credit | (1,831.3) | (1,656.3) | (1,486.4) |
Principal payments on long-term debt | (71.7) | (247.4) | (82.2) |
Proceeds from long-term debt | 0 | 97.5 | 0 |
Payment of contingent consideration | 0 | 0 | (7.6) |
Payments of deferred financing fees | 0 | (3.4) | 0 |
Repurchases of common stock | (44.9) | (20.4) | 0 |
Exercise of stock options, net | 0.8 | 0.5 | 0 |
Exercise of warrants | 9.4 | 0 | 0 |
Net cash used in financing activities | (111.4) | (178.2) | (96.4) |
Effect of exchange rates on cash and cash equivalents | 0.6 | (0.1) | 0.4 |
Net increase (decrease) in cash and cash equivalents | 5.9 | (28.7) | 80.5 |
Cash and cash equivalents - beginning of period | 147.5 | 176.2 | 95.7 |
Cash and cash equivalents - end of period | 153.4 | 147.5 | 176.2 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 34.3 | 29.6 | 40.6 |
Cash paid for income taxes | 22 | 10.4 | 3.5 |
Noncash investing and financing activities | |||
Property and equipment acquired with debt or finance lease liabilities | 145.3 | 64.7 | 58.3 |
Property and equipment sold for notes receivable | 0 | 0.5 | 0.3 |
Right-of-use assets acquired | 36 | 23.6 | 54.6 |
Series B perpetual preferred stock | |||
Noncash investing and financing activities | |||
Accrued Series B perpetual preferred stock dividend | 0.7 | 0 | 0 |
Series A | |||
Cash flows from financing activities: | |||
Convertible preferred stock dividends | $ (5) | $ (5) | $ (4.9) |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
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. Basis of Presentation 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, 2022 2021 Beginning balance $ 2.1 $ 3.0 Bad debt (recovery) expense 0.7 ( 0.3 ) Write-off, less recoveries ( 0.5 ) ( 0.6 ) Ending balance $ 2.3 $ 2.1 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 o f $ 113.7 mil lion and $ 129.2 million, as of December 31, 2022 and 2021 , 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 and indefinite-lived intangible assets are tested for impairment at least annually (or more frequently if events or circumstances indicate potential impairment) 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 and indefinite-lived impairment tests. 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). For indefinite-lived intangible assets, the Company determines the fair value of the reporting unit using the relief-from-royalty method (an income 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. For non-competition agreements, the Company amortizes over the contractual period of the non-competition agreement. 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, 2022, 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, 2022 and 2021 . 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, 2022 and 2021. No single customer represented 10% or greater of total revenue for the year ended December 31, 2022 and 2021 . 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, 2022 and 2021, the balance of deferred finance charges was $ 6.4 million and $ 7.6 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, 2022, 2021, and 2020 totaled $ 1.3 million, $ 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 12 for details) are included within the Level 1 and Level 3 fair value hierarchy. There was no warrant liability as of December 31, 2022. 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 for the year ended December 31, 2021 (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 The table below is a summary of the changes in the fair value of the warrant liability within the Level 3 fair value hierarchy (in millions): Year Ended December 31, 2022 2021 2020 Balance at beginning of period $ 2.0 $ 2.7 $ 1.8 Change in fair value ( 2.0 ) ( 0.7 ) 0.9 Balance at end of period $ — $ 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 did not have a sufficient history of exercise behavior at the time stock options were granted, expected term was 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 was based on the U.S. Treasury yield curve for the period of the expected term of the stock option. Expected volatility was 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, which includes individual case estimates plus actuarial estimates of loss development and incurred but not reported (IBNR) claims based on historical experience and industry loss development factors. 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 had determined it ha s nine operating segments as of December 31, 2022 and eleven operating segments as December 31, 2021 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. The Company reports segment results to its chief operating decision maker with intersegment revenues and expenses eliminated at the applicable reportable segment level, as well as corporate costs allocated to its two reportable segments based upon respective reportable segment revenue. 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 accounted 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 were 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. Prior to their expiration, the Company adjusted the liability for changes in fair value each period end. At times of exercise, the portion of the warrant liability related to the exercised common stock warrants was reclassified to additional paid-in capital. See Note 12 fo r 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 Company adopted this guidance on January 1, 2022. The adoption of ASU 2020-06 did not 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 adoption of ASU 2020-04 did not 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 Company adopted this guidance on January 1, 2022. The adoption of ASU 2019-12 did not have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Accounting for Credit Losses (Topic 326). ASU 2016-13 requires the use of an “expected loss” model on certain types of financial instruments. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets, including trade receivables. The new standard will become effective for the Company beginning with the first quarter 2023 and is not expected to have a material impact on the Company’s consolidated financial statements. Reclassification of Prior Period Amounts Certain prior period financial information has been reclassified to conform to current period presentation. The communications line item on the consolidated statement of operations is now included within the operations and maintenance line item, and the sales and marketing line item on the consolidated statement of operations is now included within the administrative line item. We determined that separate disclosure for these line items on the consolidated statement of operations was no longer meaningful. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
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 betwee n 3 to 15 years and new equipment lease agreements will typically have initial terms of 3 to 9 years . The Company follows ASC 360, Property, Plant, and Equipment, subsection 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, 2022 and December 31, 2021. The following table reflects the Company’s components of lease expense (in millions): Year Ended December 31, Classification 2022 2021 2020 Operating lease cost Revenue equipment Operations and maintenance $ 27.7 $ 25.5 $ 24.3 Real estate Administrative 13.6 14.9 8.7 Variable lease cost Operations and maintenance, and Administrative 1.3 0.9 0.1 Short-term lease cost Operations and maintenance, and Administrative 1.2 0.9 0.5 Total operating lease cost $ 43.8 $ 42.2 $ 33.6 Finance lease cost Amortization of right-of-use assets Depreciation and amortization $ 6.4 $ 6.7 $ 5.1 Interest on lease liabilities Interest expense 1.1 1.2 1.2 Total finance lease cost $ 7.5 $ 7.9 $ 6.3 Total lease cost $ 51.3 $ 50.1 $ 39.9 The components of assets and liabilities for operating and finance leases are as follows (in millions): December 31, Classification 2022 2021 Assets Operating lease right-of-use assets Right-of-use assets $ 107.6 $ 108.3 Finance lease right-of-use assets Property and equipment, net 26.0 29.1 Total lease assets $ 133.6 $ 137.4 Liabilities Operating lease liabilities: Current Current operating lease liabilities $ 34.4 $ 33.7 Non-current Non-current operating lease liabilities 79.6 81.1 Total operating lease liabilities $ 114.0 $ 114.8 Finance lease liabilities: Current Current portion of long-term debt $ 8.7 $ 8.0 Non-current Long-term debt, net of current portion 16.3 20.5 Total finance lease liabilities $ 25.0 $ 28.5 Total lease liabilities $ 139.0 $ 143.3 The following table is a summary of supplemental cash flows related to leases (in millions): Year ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ ( 41.4 ) $ ( 41.6 ) $ ( 37.8 ) Operating cash flows from finance leases ( 1.1 ) ( 1.2 ) ( 1.1 ) Financing cash flows from finance leases ( 17.3 ) ( 9.6 ) ( 6.6 ) Right-of-use assets obtained in exchange for lease obligations: Operating lease right-of-use assets $ 36.0 $ 23.6 $ 54.6 Finance lease right-of-use assets 6.6 6.7 11.6 The following table is the future payments on leases as of December 31, 2022 (in millions): Operating Finance Year ending December 31, leases leases Total 2023 $ 38.4 $ 12.3 $ 50.7 2024 27.5 8.7 36.2 2025 18.9 5.4 24.3 2026 14.4 2.9 17.3 2027 8.7 2.5 11.2 Thereafter 21.1 — 21.1 Total lease payments 129.0 31.8 160.8 Less: interest ( 15.0 ) ( 6.8 ) ( 21.8 ) Present value of lease liabilities $ 114.0 $ 25.0 $ 139.0 The following table is a summary of weighted average lease terms and discount rates for leases: December 31, 2022 2021 Weighted-average remaining lease term (years) Operating leases 5.4 4.9 Finance leases 2.8 3.1 Weighted-average discount rate Operating leases 4.6 % 4.6 % Finance leases 4.6 % 4.2 % 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 $ 25.1 mi llion, $ 21.5 million, and $ 18.7 million on its revenue equipment leased and available for lease to owner-operators under operating leases for the years ended December 31, 2022, 2021, and 2020 , respectively. Lease income from lease payments related to the Company's operating leases for the years ended December 31, 2022, 2021, and 2020 , was $ 32.4 million, $ 28.2 million, and $ 25.0 million, respectively. The following table is the future minimum receipts on leases as of December 31, 2022 (in millions): Year ending December 31, Amount 2023 $ 31.9 2024 26.6 2025 18.7 2026 9.6 2027 4.8 Thereafter 2.7 Total minimum lease receipts $ 94.3 |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | NOTE 3 – ACQUISITIONS On March 3, 2022, the Company acquired 100 % of the outstanding stock of SJ Transportation Co., Inc. (SJ Transportation) for consideration net of cash acquire d of $ 19.1 million, which was funded with cash on hand. The acquisition was a stock purchase under US GAAP. A Section 338(h)(10) election was filed for the entity acquired which will deem the acquisition as an asset purchase for tax purposes; therefore approximately $ 7.9 mill ion of the values assigned to goodwill and intangible assets are expected to be deductible for tax purposes. Approximately $ 0.5 million of transaction expenses were incurred in the acquisition, which will also be deductible for tax purposes. The following is a summary of the preliminary allocation of the purchase price paid to the fair values of the net assets, net of cash acquired (in millions): SJ Transportation Accounts receivable $ 3.4 Other current assets 1.8 Property and equipment 10.0 Intangible assets 4.5 Goodwill 3.4 Accounts payable and other liabilities ( 4.0 ) Total $ 19.1 For the year ended December 31, 2022 , revenue and net income of the acquired company, post-acquisition date, was $ 22.9 million and $ 2.4 million, respectively. Supplemental Pro Forma Information (Unaudited) The following supplemental pro forma financial information reflects the SJ Transportation acquisition as if it occurred on January 1, 2021 (in millions). This pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the pro forma events taken place on January 1, 2021. Further, the pro forma financial information does not purport to project the future operating results of the consolidated company. Year Ended December 31, (in millions, except per share amounts) 2022 2021 Pro forma revenue $ 1,777.2 $ 1,580.1 Pro forma net income $ 50.4 $ 57.3 Pro forma earnings per common share: Basic $ 0.74 $ 0.81 Diluted $ 0.70 $ 0.79 |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 4 – OTHER CURRENT ASSETS The components of other current assets are as follows as of December 31 (in millions): 2022 2021 Income tax receivable $ 13.8 $ 1.9 Prepaid insurance 8.4 7.5 Prepaid licensing, permits and tolls 5.0 4.8 Parts supplies 4.2 3.5 Other prepaids 2.9 2.6 Prepaid software 1.3 1.1 Prepaid taxes 1.2 0.1 Prepaid highway and fuel taxes 1.1 1.1 Total $ 37.9 $ 22.6 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 5 – 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. During the second quarter of 2022, the Company recorded impairment charges to goodwill of $ 5.7 million related to an operating segment within the Specialized Solutions segment that had been integrated into another operating segment as part of the Plan (see Note 7 for more information on the Plan). There were no goodwill impairments for the years ended December 31, 2021 and 2020. Accumulated impairment as of December 31, 2022 was $ 124.5 million, comprised of $ 42.2 million in the Flatbed Solutions segment and $ 82.3 million in the Specialized Solutions segment. Accumulated impairment as of December 31, 2021 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, 2022 and 2021 are as follows (in millions): Flatbed Specialized Solutions Segment Total Goodwill balance at January 1, 2021 $ 59.3 $ 80.8 $ 140.1 Foreign currency translation adjustment — — — Goodwill balance at December 31, 2021 59.3 80.8 140.1 Goodwill acquired — 3.4 3.4 Impairment — ( 5.7 ) ( 5.7 ) Foreign currency translation adjustment — ( 0.5 ) ( 0.5 ) Goodwill balance at December 31, 2022 $ 59.3 $ 78.0 $ 137.3 During 2022, the Company recorded impairment charges to intangible assets of $ 3.7 million consisting of $ 3.5 million related to trade name intangibles and $ 0.2 million related to customer relationships intangibles as a result of the Company's decision to no longer use the trade names of two entities within the Specialized Solutions segment that had been integrated into other operating segments as part of the Plan. During 2021, there were no impairments related to intangible assets. During 2020, the Company recorded impairment charge s 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, 2022 and 2021 (in millions): As of December 31, 2022 As of December 31, 2021 Intangible Accumulated Intangible Intangible Accumulated Intangible Assets Amortization Assets, net Assets Amortization Assets, net Non-competition agreements $ 21.3 $ ( 21.2 ) $ 0.1 $ 21.7 $ ( 20.8 ) $ 0.9 Customer relationships 90.3 ( 59.2 ) 31.1 88.9 ( 53.9 ) 35.0 Trade names 48.4 — 48.4 50.9 — 50.9 Licenses 1.0 — 1.0 0.0 — 0.0 Foreign currency translation adjustment — — — 0.1 — 0.1 Total intangible assets $ 161.0 $ ( 80.4 ) $ 80.6 $ 161.6 $ ( 74.7 ) $ 86.9 As of December 31, 2022, non-competition agreements and customer relationships had weighted average remaining useful lives o f 0.6 and 8.2 y ears, respectively. Amortization expense for intangible assets with definite lives was $ 6.9 million, $ 6.9 million, and $ 7.2 million for the years ended December 31, 2022, 2021, and 2020, respectively. Future estimated amortization expense is as follows (in millions): Non-competition Customer Year ending December 31, Agreements Relationships 2023 $ 0.1 $ 6.0 2024 — 4.2 2025 — 3.3 2026 — 2.9 2027 — 2.8 Thereafter — 11.9 Total $ 0.1 $ 31.1 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 6 – 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 2022 and 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): 2022 2021 Revenue equipment $ 611.3 $ 520.5 Revenue equipment leased and available for lease to owner operators 145.1 123.4 Buildings and improvements 62.4 58.0 Furniture and fixtures, office and computer equipment, vehicles and capitalized software development 40.7 33.3 Property and equipment, gross 859.5 735.2 Accumulated depreciation ( 371.2 ) ( 337.5 ) Property and equipment, net $ 488.3 $ 397.7 Total depreciation expense was $ 85.9 million, $ 81.2 million, and $ 91.1 million for the years ended December 31, 2022, 2021, and 2020, respectively, which included d epreciation expense on revenue equipment leased and available for lease to owner-operators of $ 25.1 million, $ 21.5 million, and $ 18.7 million for the years ended December 31, 2022, 2021, and 2020 , . |
INTEGRATION AND RESTRUCTURING
INTEGRATION AND RESTRUCTURING | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
INTEGRATION AND RESTRUCTURING | NOTE 7 – INTEGRATION AND RESTRUCTURING During the first quarter of 2022, the Company internally announced a phased integration and restructuring plan (Transformation Plan or the Plan), which we expect will ultimately integrate our operating segments into only four or five operating segments. As of December 31, 2022 we had nine operating segments. The Transformation Plan is intended to reduce the Company’s cost base, right size its organization and management team and increase and accelerate its previously announced operational improvement goals. In addition, the Company anticipates additional revenue opportunities driven by synergies from optimizing a consolidated operation, including empty mile reduction, pricing improvements, and additional seated truck contribution. The integration and restructuring costs may consist of employee-related costs and other transition and termination costs related to restructuring activities. Employee-related costs may 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 may 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 Company recorded $ 2.4 million of integration and restructuring expenses (primarily related to professional fees) in connection with the Plan in the year ended December 31, 2022 , comprised of $ 1.4 million in the Specialized Solutions segment and $ 1.0 million in the Flatbed Solutions segment. As of December 31, 2022 and 2021 , there were no accrued integration and restructuring costs. As of December 31, 2022, we have incurred a cumulative total of $ 2.4 million in integration and restructuring costs since inception of the Plan. The Company completed the previously announced internal restructuring (Project Pivot) and integration (Project Synchronize) plans as of December 31, 2021 and does not expect any future material restructuring costs associated with those prior plans. As of December 31, 2021, the Company had incurred a cumulative total of $ 9.9 million in integration and restructuring costs related to Project Pivot and Project Synchronize. |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
ACCRUED EXPENSES AND OTHER LIABILITIES | NOTE 8 – ACCRUED EXPENSES AND OTHER LIABILITIES The components of accrued expenses and other liabilities are as follows at December 31 (in millions): 2022 2021 Brokerage and escorts $ 14.1 $ 15.6 Owner operator deposits 9.7 11.3 Unvouchered payables 9.4 8.7 Other accrued expenses 5.6 3.7 Fuel and fuel taxes 2.7 1.2 Accrued property taxes and sales taxes payable 2.4 2.3 Interest 1.0 1.1 $ 44.9 $ 43.9 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Long-Term Debt, Current and Noncurrent [Abstract] | |
LONG-TERM DEBT | NOTE 9 – LONG-TERM DEBT Long-term debt consists of the following at December 31 (in millions): 2022 2021 Term Loan Facility $ 393.0 $ 397.0 ABL Facility — — Equipment and real estate term loans 249.1 169.0 Finance lease liabilities 25.0 28.5 Total debt and finance lease liabilities 667.1 594.5 Less current portion ( 78.4 ) ( 55.5 ) Less unamortized deferred financing fees ( 6.4 ) ( 7.6 ) Long-term debt and finance lease liabilities, less current portion and unamortized deferred financing fees $ 582.3 $ 531.4 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, 2022 and 2021 , the interest rate on the Term Loan Facility was 8.39 % and 4.75 %, 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, 2022 , 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, 2022, the Company had no borrowings , $ 22.5 million in letters of credit outstanding, and could incur approximatel y $ 110.9 million of additional indebtedness under the ABL Facility, based on current qualified collateral. At December 31, 2022, the interest rate on the ABL Facility wa s 8.00 %. 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, 2022, the Company was in compliance with all covenants contained in the ABL Facility. Equipment and Real Estate Loans As of December 31, 2022 , the Company had term loans collateralized by equipment in the aggregate amount of $ 246.9 million wit h 13 lenders (Equipment Term Loans). The Equipment Term Loans bear interest at rates ranging from 2.6 % to 7.4 %, require monthly payments of principal and interest and mature at various dates through July 2027. As of December 31, 2022, the weighted average interest rate was 4.7 %. 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, 2022 , the Company has a bank mortgage loan with a balance of $ 2.2 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 1.5 %, and a balloon payment of approximately $ 2.1 million at maturity date. The bank mortgage loan matures December 1, 2023. Finance Leases The Company leases certain equipment under long-term finance lease agreements that expire on various dates through December 2027. 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 2023 $ 4.0 $ 65.6 $ 69.6 2024 4.0 63.5 67.5 2025 4.0 53.4 57.4 2026 4.0 44.2 48.2 2027 4.0 17.9 21.9 Thereafter 373.0 4.5 377.5 Total long-term debt $ 393.0 $ 249.1 $ 642.1 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 – 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): 2022 2021 2020 Current: Federal $ 6.2 $ 4.6 $ 0.6 State 1.6 5.4 ( 1.7 ) Foreign 1.2 0.9 0.8 Total current taxes 9.0 10.9 ( 0.3 ) Deferred: Federal 8.7 11.0 0.1 State 0.2 3.4 ( 0.5 ) Foreign 1.7 0.7 0.5 Total deferred taxes 10.6 15.1 0.1 Income tax expense (benefit) $ 19.6 $ 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): 2022 2021 2020 Income tax expense at United States statutory income tax rate $ 14.6 $ 17.2 $ 0.8 Federal income tax effects of: State income tax expense, net of federal benefit 1.0 6.9 ( 1.6 ) Impairment of goodwill 1.2 — — Foreign tax rate differential 0.5 0.3 0.1 Nondeductible expenses 0.7 ( 0.1 ) 0.8 Nondeductible officer compensation 1.6 1.8 0.6 Arbitrated decrease in contingent consideration — — ( 2.9 ) Write-off of foreign deferred tax assets 10.5 — — Change in valuation allowance ( 10.2 ) — 0.6 Change in fair value of warrant liability ( 1.0 ) ( 0.3 ) 0.5 Tax credits ( 0.1 ) ( 0.1 ) ( 0.1 ) Other 0.8 0.3 1.0 Income tax expense (benefit) $ 19.6 $ 26.0 $ ( 0.2 ) Effective tax rate 28.1 % 31.7 % ( 5.1 )% The decrease in the effective tax rate for the year ended December 31, 2022 compared to the year ended December 31, 2021 is primarily due to the impact of an internal restructuring initiative on state income taxes. 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): 2022 2021 Deferred tax assets Accrued expenses $ 6.8 $ 4.2 Vacation accrual 0.5 0.7 Accounts receivable 0.8 0.6 Net operating losses 0.4 12.3 Deferred start-up costs 1.0 1.2 Stock based compensation 3.5 2.6 Operating lease liabilities 28.8 28.5 Interest expense limitation carryforward 6.1 — 47.9 50.1 Valuation allowance ( 0.3 ) ( 10.5 ) Total deferred tax assets 47.6 39.6 Deferred tax liabilities Prepaid expenses ( 3.2 ) ( 4.1 ) Intangible assets ( 15.9 ) ( 17.4 ) Property and equipment ( 96.2 ) ( 76.0 ) Right of use asset ( 27.3 ) ( 27.2 ) Total deferred tax liabilities ( 142.6 ) ( 124.7 ) Net deferred tax liability $ ( 95.0 ) $ ( 85.1 ) As of December 31, 2022, the Company’s valuation allowance was $ 0.3 million against to a portion of state deferred tax assets, primarily net operating losses, that, in the judgment of management, are not more-likely-than-not to be realize d. As of December 31, 2021, the Company’s valuation allowance was $ 10.5 million against a portion of its foreign deferred tax assets that, in the judgment of management, are not more-likely-than-not to be realized. The current year decrease primarily relates to the tax dissolution of a subsidiary for which the deferred tax assets, primarily net operating losses, and associated valuation allowance were written off. 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, 2022 , the Company does not have any U.S. federal or foreign net operating loss carry forwards. On an after-tax basis, the Company has state net operating losses of $ 0.6 million. These loss carryforwards begin expiring in 2023. The Company had no uncertain tax positions as of December 31, 2022 and 2021 . The Company is no longer subject to United States federal income tax examinations by tax authorities for years before 2019; however, federal net operating loss carry forwards from years prior to 2019 that were utilized in 2020 and 2021 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 2018; however, state and foreign net operating loss carryforwards from years prior to 2018 that were utilized in 2020 and 2021 remain subject to review and adjustment by tax authorities. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11 – 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 $ 1.3 million, $ 1.9 million, and $ 2.9 million for the years ended December 31, 2022, 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 2023 $ 1.2 2024 1.2 2025 1.2 2026 1.2 2027 1.2 Thereafter 0.4 Total $ 6.4 Other Related Party Transactions On November 10, 2022, the Company entered into a Share Repurchase Agreement with Don R. Daseke, Barbara Daseke, and The Walden Group, Inc., which was amended by Amendment No. 1 to Share Repurchase Agreement, dated November 14, 2022 (the Founder’s Repurchase). As of the date of the Founder's Repurchase and until the consummation of the transactions contemplated thereby on November 14, 2022, Mr. Daseke was a member of the Company’s board of directors; Mrs. Daseke is Mr. Daseke's spouse and Walden Group is an entity controlled by Mr. Daseke. See Note 12 for additional details about the Founder’s Repurchase. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 12 – STOCKHOLDERS’ EQUITY Common Stock Common stock has voting rights – one vote for each share of common stock. As of December 31, 2022 , the Company has 0.9 million shares of common stock reserved for future issuances of equity awards under the Company’s 2017 Omnibus Incentive Plan. See Note 13 for additional details about the Company’s stock-based compensation plan. On November 10, 2022, the Company entered into the Founder's Repurchase to purchase 6,666,667 shares of common stock, par value $ 0.0001 per share, of the Company in exchange for $ 40.0 million in cash and 11,266,058 shares of common stock of the Company in exchange for 20,000 shares of Series B-1 Perpetual Preferred Stock, par value $ 0.0001 per share, of the Company and 47,597 shares of Series B-2 Perpetual Preferred Stock, par value $ 0.0001 per share, of the Company. On September 30, 2022, the Company announced that the Board of Directors has authorized the repurchase of up to $ 40.0 million of the Company’s outstanding common stock (the 2022 Stock Repurchase Program). Shares are effectively retired at the time of purchase. On November 14, 2022, the Company issued a press release announcing that it has paused the stock repurchase program. Repurchases by the Company may resume in the future, and any such repurchases will be subject to general market and economic conditions, applicable legal requirements and other considerations. As of December 31, 2022, prior to the plan's pause, the Company had purchased 803,554 shares at a weighted average price of $ 6.05 per share. 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 (the 2021 Stock Repurchase Program). Shares are effectively retired 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 the 2021 Stock Repurchase Program. 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 and include certain standstill restrictions. 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. The board agreement with The Walden Group, Inc. and Don R. Daseke was terminated on November 14, 2022 upon closing of the Share Repurchase Agreement discussed above. Preferred Stock Series A 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 of all or substantially all assets 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, 2021 and 2022, 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. Series B On November 14, 2022, as part of the Founder’s Repurchase, the Company issued (i) 20,000 shares of Series B-1 Perpetual Redeemable Preferred Stock, par value $ 0.0001 per share (the Series B-1 Preferred Stock), of the Company, with an aggregate initial liquidation preference of $ 20.0 million, and (ii) 47,597 shares of Series B-2 Perpetual Redeemable Preferred Stock, par value $ 0.0001 per share (the Series B-2 Preferred Stock and, together with the Series B-1 Preferred Stock, the Series B Preferred Stock), of the Company, with an aggregate initial liquidation preference of $ 47.6 million. The dividend rate applicable to the Series B-1 Preferred Stock is equal to 13.00 % per annum, and the dividend rate applicable to the Series B-2 Preferred Stock is equal to 7.00 % per annum. In the event that the Company does not pay dividends in cash on the applicable dividend payment date, subject to certain exceptions, the dividend rate applicable to each series of Series B Preferred Stock shall be equal to 13.00 % per annum. In addition, on and after the occurrence of certain change of control transactions, the dividend rate applicable to each series of Series B Preferred Stock shall be equal to 18.00 %. The Series B Preferred Stock is redeemable at any time, in part or in whole, at the Company’s sole discretion, at a redemption price equal to the initial liquidation preference, plus accrued and unpaid dividends, with no prepayment penalties or call protections, but is otherwise perpetual in term, with no conversion or equity-linked features. The Series B Preferred Stock ranks junior to all outstanding secured and unsecured debt obligations, as well as the Series A Preferred Stock, and senior to the common stock, in each case in terms of payment and liquidation priority. 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. On February 27, 2022, t he Company’s common stock purchase warrants expired in accordance with their terms and are no longer exercisable. During 2022, prior to their expiration, there were 1,635,296 warrants exercised for 817,648 shares of the Company’s common stock in exchange for $ 9.4 million in proceeds to the Company. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 13 – 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, 2022, the Company ha s 0.9 million shares of common stock available for issuance under the Incentive Plan, assuming maximum payout of outstanding performance stock units. Equity awards to employees 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 less than one year to five years annually on the anniversary of each grant date. Aggregate stock-based compensation charges, net of forfeitures, were $ 11.5 million, $ 8.6 million, and $ 5.9 million for the years ended December 31, 2022, 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, 2022 , there was $ 0.4 million, $ 5.4 million, and $ 4.4 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 0.4 years for stock options, 1.4 years for RSUs and 1.2 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 50,000 5 years $ 9.98 $ 4.36 Employee Group 4,682,630 1,814,822 3 - 5 years $ 6.62 $ 4.46 Total 1,864,822 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 did not have a sufficient history of exercise behavior at the time stock options were granted, expected term was 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 was based on the U.S. Treasury yield curve for the period of the expected term of the stock option. Expected volatility was calculated using an index of publicly traded peer companies. A summary of option activity as of December 31, 2022, and the changes during the year ended December 31, 2022 are as follows: Shares Weighted Weighted Aggregate Outstanding as of January 1, 2022 2,614,022 $ 6.23 6.8 $ 10.6 Granted — — Exercised ( 91,425 ) 9.02 Forfeited or expired ( 657,775 ) 4.47 Outstanding as of December 31, 2022 1,864,822 $ 6.71 5.8 $ 3.2 Exercisable as of December 31, 2022 1,568,770 $ 7.44 5.5 $ 2.1 Vested and expected to vest as of December 31, 2022 1,864,822 $ 6.71 5.8 $ 3.2 The stock options’ maximum contract term is ten years . There were no options granted during the year ended December 31, 2022 and 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, 2022 and 2021 was $ 0.2 million and $ 0.5 million, respectively. There were no options exercised during the year ended December 31, 2020. The summary of the status of nonvested shares as of December 31, 2022, and the changes during the year ended December 31, 2022 are as follows: Shares Weighted Non-vested at January 1, 2022 1,073,225 $ 3.41 Granted — — Vested ( 606,483 ) 3.59 Forfeited or expired ( 170,690 ) 0.68 Non-vested at December 31, 2022 296,052 $ 4.46 Restricted Stock Units RSUs are nontransferable until vested. Some RSU grants entitle the holder to receive dividends with respect to the non-vested units, whereas others do not. Prior to vesting, the grantees of RSUs are not entitled to vote the shares. Typically, 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 970,867 201,407 < 1 year - 1 year $ 7.41 Employee Group 2,774,851 896,179 1 year - 5 years $ 8.00 Total 1,097,586 A summary of restricted stock unit awards activity under the Plan as of December 31, 2022, and the changes during the year ended December 31, 2022 are as follows: Units Weighted Non-vested as of January 1, 2022 673,830 $ 8.56 Granted 725,495 7.67 Vested ( 230,420 ) 8.41 Forfeited ( 71,319 ) 10.23 Non-vested as of December 31, 2022 1,097,586 $ 7.89 The total weighted average fair value of RSUs granted during the years ended December 31, 2022, 2021, and 2020 was $ 5.6 million, $ 4.6 million, and $ 0.3 million, respectively. The total fair value of RSUs vested during the years ended December 31, 2022, 2021, and 2020 was $ 1.8 million, $ 3.8 million, and $ 2.4 million, respectively. Performance Stock Units As of December 31, 2022, the Company had 2,367,456 total PSUs outstanding. There are 818,700 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, 2022, the market-based conditions for these 818,700 PSUs have been achieved. There are 616,969 PSUs classified as liabilities in which the vestin g can range from 0 % to 200 %, based 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. As of December 31, 2022, t he Company currently expects that these PSUs will vest between 93% and 126% . 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 as of December 31, 2022 were the terms of 1.0 to 3.0 years, risk free interest rate of 4.18 % to 4.67 %, the expected volatility of 56.40 % to 82.00 %, and the expected dividend yield of 0.0 %. There are 256,787 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 one to two year period and subject to final vesting based on the participant’s continued employment through the end of the requisite service periods. As of December 31, 2022, the Company currently expects that these PSUs will vest between 50% and 78%. The fair value of these PSUs is equal to the market value of the common stock on the grant date . In addition, there are 6 75,000 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. As of December 31, 2022, the Company currently expects that these PSUs will vest between 50% and 100%. 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, 2022, and the changes during the year ended December 31, 2022 are as follows: Units Weighted Non-vested equity-classified as of January 1, 2022 1,745,000 $ 4.93 Granted 56,787 5.99 Vested ( 337,800 ) 6.05 Forfeited ( 388,500 ) 0.59 Non-vested equity-classified as of December 31, 2022 1,075,487 $ 6.20 |
DEFINED CONTRIBUTION PLAN
DEFINED CONTRIBUTION PLAN | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
DEFINED CONTRIBUTION PLAN | NOTE 14 – 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 $ 5.8 million, $ 5.7 million, and $ 5.4 million for the years ended December 31, 2022, 2021, and 2020 , respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15 – COMMITMENTS AND CONTINGENCIES Letters of Credit The Company had outstanding letters of credit at December 31, 2022 and 2021 totaling approximately $ 24.9 million and $ 25.7 million, respectively, including those disclosed in Note 9. 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, 2022 | |
Segment Reporting [Abstract] | |
REPORTABLE SEGMENTS | NOTE 16 – REPORTABLE SEGMENTS The Company evaluates the performance of the segments primarily based on their respective revenues and operating income. During the fourth quarter of 2022, the Company began reporting segment results to its chief operating decision maker with intersegment revenues and expenses eliminated at the applicable reportable segment level, as well as corporate costs allocated to its two reportable segments based upon respective reportable segment revenue. Previously, the Company had disclosed a corporate segment, which was not an operating segment and included acquisition transaction expenses, corporate salaries, interest expense and other corporate administrative expenses and intersegment eliminations. As a result of this change, the Company has restated its prior period segment results below to reflect these changes in its segment financial data. The Company’s operating segments sometimes 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 reportable segment results. Intersegment revenues and expenses totaled $ 2.7 million, $ 4.8 million, and $ 6.5 million for the Flatbed Solutions segment for the years ended December 31, 2022, 2021, and 2020 , respectively. Intersegment revenues and expenses totaled $ 7.9 million, $ 7.4 million, and $ 12.0 million for the Specialized Solutions segment for the years ended December 31, 2022, 2021, and 2020, respectively. The following table reflects certain financial data of the Company’s reportable segments for the years ended December 31, 2022, 2021, and 2020 (in millions): Flatbed Specialized Consolidated Solutions Segment Solutions Segment Total Year Ended December 31, 2022 Total revenue $ 769.0 $ 1,004.3 $ 1,773.3 Company freight 167.2 483.1 650.3 Owner operator freight 329.2 180.7 509.9 Brokerage 152.5 168.7 321.2 Logistics 4.1 49.7 53.8 Fuel surcharge 116.0 122.1 238.1 Operating income 39.1 59.3 98.4 Depreciation 37.4 48.5 85.9 Amortization of intangible assets 3.0 3.9 6.9 Impairment — 9.4 9.4 Restructuring 1.0 1.4 2.4 Non-cash operating lease expense — — — Interest expense 15.1 20.3 35.4 Income before income tax 27.4 42.4 69.8 Capital expenditures 76.6 110.8 187.4 Year Ended December 31, 2021 Total revenue $ 690.0 $ 866.8 $ 1,556.8 Company freight 176.6 453.1 629.7 Owner operator freight 328.0 158.5 486.5 Brokerage 112.2 156.8 269.0 Logistics 4.9 34.3 39.2 Fuel surcharge 68.3 64.1 132.4 Operating income 53.3 59.5 112.8 Depreciation 32.7 48.5 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 14.7 18.8 33.5 Income before income tax 39.6 42.4 82.0 Capital expenditures 37.9 80.5 118.4 Year Ended December 31, 2020 Total revenue $ 572.3 $ 881.8 $ 1,454.1 Company freight 188.0 488.8 676.8 Owner operator freight 259.5 149.4 408.9 Brokerage 70.3 164.0 234.3 Logistics 2.9 34.5 37.4 Fuel surcharge 51.6 45.1 96.7 Operating income 12.4 23.0 35.4 Depreciation 35.5 55.6 91.1 Amortization of intangible assets 3.2 4.0 7.2 Impairment 2.0 13.4 15.4 Restructuring 0.6 8.9 9.5 Non-cash operating lease expense ( 0.3 ) ( 7.7 ) ( 8.0 ) Interest expense 19.1 25.8 44.9 Income (loss) before income tax ( 7.0 ) 10.9 3.9 Capital expenditures 33.4 62.1 95.5 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 17 – 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 years ended December 31, 2022, 2021 and 2020 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 earnings per share as their effects were anti-dilutive. For the year ended December 31, 2020, 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 per share data) 2022 2021 2020 Numerator: Net income $ 50.2 $ 56.0 $ 4.1 Less Series A Preferred Stock dividends ( 5.0 ) ( 5.0 ) ( 4.9 ) Less Series B Preferred Stock dividends ( 0.7 ) — — Net income (loss) attributable to common stockholders 44.5 51.0 ( 0.8 ) Allocation of earnings to non-vested participating RSUs ( 0.1 ) ( 0.4 ) — Numerator for basic EPS - income (loss) available to common stockholders - two class method $ 44.4 $ 50.6 $ ( 0.8 ) Effect of dilutive securities: Add back Series A Preferred Stock dividends $ — $ — $ — Add back allocation earnings to participating securities 0.1 0.4 — Reallocation of earnings to participating securities considering potentially dilutive securities ( 0.1 ) ( 0.4 ) — Numerator for diluted EPS - income (loss) available to common shareholders - two class method $ 44.4 $ 50.6 $ ( 0.8 ) Denominator: Denominator for basic EPS - weighted-average shares 60,459,451 63,744,456 64,775,275 Effect of dilutive securities: Non-participating outstanding share-based payment awards 2,824,051 1,664,802 — Series A Preferred Stock — — — Denominator for diluted EPS - weighted-average shares 63,283,502 65,409,258 64,775,275 Basic earnings (loss) per share $ 0.73 $ 0.79 $ ( 0.01 ) Diluted earnings (loss) per share $ 0.70 $ 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, 2022 | |
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. |
Basis of Presentation | 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, 2022 2021 Beginning balance $ 2.1 $ 3.0 Bad debt (recovery) expense 0.7 ( 0.3 ) Write-off, less recoveries ( 0.5 ) ( 0.6 ) Ending balance $ 2.3 $ 2.1 |
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 o f $ 113.7 mil lion and $ 129.2 million, as of December 31, 2022 and 2021 , 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 and indefinite-lived intangible assets are tested for impairment at least annually (or more frequently if events or circumstances indicate potential impairment) 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 and indefinite-lived impairment tests. 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). For indefinite-lived intangible assets, the Company determines the fair value of the reporting unit using the relief-from-royalty method (an income 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. For non-competition agreements, the Company amortizes over the contractual period of the non-competition agreement. 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, 2022, 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, 2022 and 2021 . |
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, 2022 and 2021. No single customer represented 10% or greater of total revenue for the year ended December 31, 2022 and 2021 . |
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, 2022 and 2021, the balance of deferred finance charges was $ 6.4 million and $ 7.6 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, 2022, 2021, and 2020 totaled $ 1.3 million, $ 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 12 for details) are included within the Level 1 and Level 3 fair value hierarchy. There was no warrant liability as of December 31, 2022. 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 for the year ended December 31, 2021 (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 The table below is a summary of the changes in the fair value of the warrant liability within the Level 3 fair value hierarchy (in millions): Year Ended December 31, 2022 2021 2020 Balance at beginning of period $ 2.0 $ 2.7 $ 1.8 Change in fair value ( 2.0 ) ( 0.7 ) 0.9 Balance at end of period $ — $ 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 did not have a sufficient history of exercise behavior at the time stock options were granted, expected term was 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 was based on the U.S. Treasury yield curve for the period of the expected term of the stock option. Expected volatility was 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, which includes individual case estimates plus actuarial estimates of loss development and incurred but not reported (IBNR) claims based on historical experience and industry loss development factors. 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 had determined it ha s nine operating segments as of December 31, 2022 and eleven operating segments as December 31, 2021 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 | 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 accounted 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 were 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. Prior to their expiration, the Company adjusted the liability for changes in fair value each period end. At times of exercise, the portion of the warrant liability related to the exercised common stock warrants was reclassified to additional paid-in capital. See Note 12 fo r 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 Company adopted this guidance on January 1, 2022. The adoption of ASU 2020-06 did not 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 adoption of ASU 2020-04 did not 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 Company adopted this guidance on January 1, 2022. The adoption of ASU 2019-12 did not have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Accounting for Credit Losses (Topic 326). ASU 2016-13 requires the use of an “expected loss” model on certain types of financial instruments. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets, including trade receivables. The new standard will become effective for the Company beginning with the first quarter 2023 and is not expected to have a material impact on the Company’s consolidated financial statements. |
Reclassification of Prior Period Amounts | Reclassification of Prior Period Amounts Certain prior period financial information has been reclassified to conform to current period presentation. The communications line item on the consolidated statement of operations is now included within the operations and maintenance line item, and the sales and marketing line item on the consolidated statement of operations is now included within the administrative line item. We determined that separate disclosure for these line items on the consolidated statement of operations was no longer meaningful. |
NATURE OF OPERATIONS AND SUMM_3
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Beginning balance $ 2.1 $ 3.0 Bad debt (recovery) expense 0.7 ( 0.3 ) Write-off, less recoveries ( 0.5 ) ( 0.6 ) Ending balance $ 2.3 $ 2.1 |
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 fair value hierarchy the Company's warrant 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 for the year ended December 31, 2021 (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 |
Summary of changes in the fair value of warrant liabilities | The table below is a summary of the changes in the fair value of the warrant liability within the Level 3 fair value hierarchy (in millions): Year Ended December 31, 2022 2021 2020 Balance at beginning of period $ 2.0 $ 2.7 $ 1.8 Change in fair value ( 2.0 ) ( 0.7 ) 0.9 Balance at end of period $ — $ 2.0 $ 2.7 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of components of lease expense | The following table reflects the Company’s components of lease expense (in millions): Year Ended December 31, Classification 2022 2021 2020 Operating lease cost Revenue equipment Operations and maintenance $ 27.7 $ 25.5 $ 24.3 Real estate Administrative 13.6 14.9 8.7 Variable lease cost Operations and maintenance, and Administrative 1.3 0.9 0.1 Short-term lease cost Operations and maintenance, and Administrative 1.2 0.9 0.5 Total operating lease cost $ 43.8 $ 42.2 $ 33.6 Finance lease cost Amortization of right-of-use assets Depreciation and amortization $ 6.4 $ 6.7 $ 5.1 Interest on lease liabilities Interest expense 1.1 1.2 1.2 Total finance lease cost $ 7.5 $ 7.9 $ 6.3 Total lease cost $ 51.3 $ 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 (in millions): December 31, Classification 2022 2021 Assets Operating lease right-of-use assets Right-of-use assets $ 107.6 $ 108.3 Finance lease right-of-use assets Property and equipment, net 26.0 29.1 Total lease assets $ 133.6 $ 137.4 Liabilities Operating lease liabilities: Current Current operating lease liabilities $ 34.4 $ 33.7 Non-current Non-current operating lease liabilities 79.6 81.1 Total operating lease liabilities $ 114.0 $ 114.8 Finance lease liabilities: Current Current portion of long-term debt $ 8.7 $ 8.0 Non-current Long-term debt, net of current portion 16.3 20.5 Total finance lease liabilities $ 25.0 $ 28.5 Total lease liabilities $ 139.0 $ 143.3 |
Summary of supplemental cash flow related to leases | The following table is a summary of supplemental cash flows related to leases (in millions): Year ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ ( 41.4 ) $ ( 41.6 ) $ ( 37.8 ) Operating cash flows from finance leases ( 1.1 ) ( 1.2 ) ( 1.1 ) Financing cash flows from finance leases ( 17.3 ) ( 9.6 ) ( 6.6 ) Right-of-use assets obtained in exchange for lease obligations: Operating lease right-of-use assets $ 36.0 $ 23.6 $ 54.6 Finance lease right-of-use assets 6.6 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, 2022 (in millions): Operating Finance Year ending December 31, leases leases Total 2023 $ 38.4 $ 12.3 $ 50.7 2024 27.5 8.7 36.2 2025 18.9 5.4 24.3 2026 14.4 2.9 17.3 2027 8.7 2.5 11.2 Thereafter 21.1 — 21.1 Total lease payments 129.0 31.8 160.8 Less: interest ( 15.0 ) ( 6.8 ) ( 21.8 ) Present value of lease liabilities $ 114.0 $ 25.0 $ 139.0 |
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: December 31, 2022 2021 Weighted-average remaining lease term (years) Operating leases 5.4 4.9 Finance leases 2.8 3.1 Weighted-average discount rate Operating leases 4.6 % 4.6 % Finance leases 4.6 % 4.2 % |
Schedule of future minimum receipts on leases | The following table is the future minimum receipts on leases as of December 31, 2022 (in millions): Year ending December 31, Amount 2023 $ 31.9 2024 26.6 2025 18.7 2026 9.6 2027 4.8 Thereafter 2.7 Total minimum lease receipts $ 94.3 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of purchase price allocation of net assets | The following is a summary of the preliminary allocation of the purchase price paid to the fair values of the net assets, net of cash acquired (in millions): SJ Transportation Accounts receivable $ 3.4 Other current assets 1.8 Property and equipment 10.0 Intangible assets 4.5 Goodwill 3.4 Accounts payable and other liabilities ( 4.0 ) Total $ 19.1 |
Schedule of pro forma financial information | The following supplemental pro forma financial information reflects the SJ Transportation acquisition as if it occurred on January 1, 2021 (in millions). This pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the pro forma events taken place on January 1, 2021. Further, the pro forma financial information does not purport to project the future operating results of the consolidated company. Year Ended December 31, (in millions, except per share amounts) 2022 2021 Pro forma revenue $ 1,777.2 $ 1,580.1 Pro forma net income $ 50.4 $ 57.3 Pro forma earnings per common share: Basic $ 0.74 $ 0.81 Diluted $ 0.70 $ 0.79 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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): 2022 2021 Income tax receivable $ 13.8 $ 1.9 Prepaid insurance 8.4 7.5 Prepaid licensing, permits and tolls 5.0 4.8 Parts supplies 4.2 3.5 Other prepaids 2.9 2.6 Prepaid software 1.3 1.1 Prepaid taxes 1.2 0.1 Prepaid highway and fuel taxes 1.1 1.1 Total $ 37.9 $ 22.6 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021 are as follows (in millions): Flatbed Specialized Solutions Segment Total Goodwill balance at January 1, 2021 $ 59.3 $ 80.8 $ 140.1 Foreign currency translation adjustment — — — Goodwill balance at December 31, 2021 59.3 80.8 140.1 Goodwill acquired — 3.4 3.4 Impairment — ( 5.7 ) ( 5.7 ) Foreign currency translation adjustment — ( 0.5 ) ( 0.5 ) Goodwill balance at December 31, 2022 $ 59.3 $ 78.0 $ 137.3 |
Schedule of Intangible Assets | Intangible assets consisted of the following at December 31, 2022 and 2021 (in millions): As of December 31, 2022 As of December 31, 2021 Intangible Accumulated Intangible Intangible Accumulated Intangible Assets Amortization Assets, net Assets Amortization Assets, net Non-competition agreements $ 21.3 $ ( 21.2 ) $ 0.1 $ 21.7 $ ( 20.8 ) $ 0.9 Customer relationships 90.3 ( 59.2 ) 31.1 88.9 ( 53.9 ) 35.0 Trade names 48.4 — 48.4 50.9 — 50.9 Licenses 1.0 — 1.0 0.0 — 0.0 Foreign currency translation adjustment — — — 0.1 — 0.1 Total intangible assets $ 161.0 $ ( 80.4 ) $ 80.6 $ 161.6 $ ( 74.7 ) $ 86.9 |
Schedule of Future Estimated Amortization Expense | Future estimated amortization expense is as follows (in millions): Non-competition Customer Year ending December 31, Agreements Relationships 2023 $ 0.1 $ 6.0 2024 — 4.2 2025 — 3.3 2026 — 2.9 2027 — 2.8 Thereafter — 11.9 Total $ 0.1 $ 31.1 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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): 2022 2021 Revenue equipment $ 611.3 $ 520.5 Revenue equipment leased and available for lease to owner operators 145.1 123.4 Buildings and improvements 62.4 58.0 Furniture and fixtures, office and computer equipment, vehicles and capitalized software development 40.7 33.3 Property and equipment, gross 859.5 735.2 Accumulated depreciation ( 371.2 ) ( 337.5 ) Property and equipment, net $ 488.3 $ 397.7 |
ACCRUED EXPENSES AND OTHER LI_2
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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): 2022 2021 Brokerage and escorts $ 14.1 $ 15.6 Owner operator deposits 9.7 11.3 Unvouchered payables 9.4 8.7 Other accrued expenses 5.6 3.7 Fuel and fuel taxes 2.7 1.2 Accrued property taxes and sales taxes payable 2.4 2.3 Interest 1.0 1.1 $ 44.9 $ 43.9 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Long-Term Debt, Current and Noncurrent [Abstract] | |
Schedule of long term debt | Long-term debt consists of the following at December 31 (in millions): 2022 2021 Term Loan Facility $ 393.0 $ 397.0 ABL Facility — — Equipment and real estate term loans 249.1 169.0 Finance lease liabilities 25.0 28.5 Total debt and finance lease liabilities 667.1 594.5 Less current portion ( 78.4 ) ( 55.5 ) Less unamortized deferred financing fees ( 6.4 ) ( 7.6 ) Long-term debt and finance lease liabilities, less current portion and unamortized deferred financing fees $ 582.3 $ 531.4 |
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 2023 $ 4.0 $ 65.6 $ 69.6 2024 4.0 63.5 67.5 2025 4.0 53.4 57.4 2026 4.0 44.2 48.2 2027 4.0 17.9 21.9 Thereafter 373.0 4.5 377.5 Total long-term debt $ 393.0 $ 249.1 $ 642.1 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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): 2022 2021 2020 Current: Federal $ 6.2 $ 4.6 $ 0.6 State 1.6 5.4 ( 1.7 ) Foreign 1.2 0.9 0.8 Total current taxes 9.0 10.9 ( 0.3 ) Deferred: Federal 8.7 11.0 0.1 State 0.2 3.4 ( 0.5 ) Foreign 1.7 0.7 0.5 Total deferred taxes 10.6 15.1 0.1 Income tax expense (benefit) $ 19.6 $ 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): 2022 2021 2020 Income tax expense at United States statutory income tax rate $ 14.6 $ 17.2 $ 0.8 Federal income tax effects of: State income tax expense, net of federal benefit 1.0 6.9 ( 1.6 ) Impairment of goodwill 1.2 — — Foreign tax rate differential 0.5 0.3 0.1 Nondeductible expenses 0.7 ( 0.1 ) 0.8 Nondeductible officer compensation 1.6 1.8 0.6 Arbitrated decrease in contingent consideration — — ( 2.9 ) Write-off of foreign deferred tax assets 10.5 — — Change in valuation allowance ( 10.2 ) — 0.6 Change in fair value of warrant liability ( 1.0 ) ( 0.3 ) 0.5 Tax credits ( 0.1 ) ( 0.1 ) ( 0.1 ) Other 0.8 0.3 1.0 Income tax expense (benefit) $ 19.6 $ 26.0 $ ( 0.2 ) Effective tax rate 28.1 % 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): 2022 2021 Deferred tax assets Accrued expenses $ 6.8 $ 4.2 Vacation accrual 0.5 0.7 Accounts receivable 0.8 0.6 Net operating losses 0.4 12.3 Deferred start-up costs 1.0 1.2 Stock based compensation 3.5 2.6 Operating lease liabilities 28.8 28.5 Interest expense limitation carryforward 6.1 — 47.9 50.1 Valuation allowance ( 0.3 ) ( 10.5 ) Total deferred tax assets 47.6 39.6 Deferred tax liabilities Prepaid expenses ( 3.2 ) ( 4.1 ) Intangible assets ( 15.9 ) ( 17.4 ) Property and equipment ( 96.2 ) ( 76.0 ) Right of use asset ( 27.3 ) ( 27.2 ) Total deferred tax liabilities ( 142.6 ) ( 124.7 ) Net deferred tax liability $ ( 95.0 ) $ ( 85.1 ) |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 2023 $ 1.2 2024 1.2 2025 1.2 2026 1.2 2027 1.2 Thereafter 0.4 Total $ 6.4 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 50,000 5 years $ 9.98 $ 4.36 Employee Group 4,682,630 1,814,822 3 - 5 years $ 6.62 $ 4.46 Total 1,864,822 |
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, 2022, and the changes during the year ended December 31, 2022 are as follows: Shares Weighted Weighted Aggregate Outstanding as of January 1, 2022 2,614,022 $ 6.23 6.8 $ 10.6 Granted — — Exercised ( 91,425 ) 9.02 Forfeited or expired ( 657,775 ) 4.47 Outstanding as of December 31, 2022 1,864,822 $ 6.71 5.8 $ 3.2 Exercisable as of December 31, 2022 1,568,770 $ 7.44 5.5 $ 2.1 Vested and expected to vest as of December 31, 2022 1,864,822 $ 6.71 5.8 $ 3.2 |
The summary of the status of non vested shares during the period | The summary of the status of nonvested shares as of December 31, 2022, and the changes during the year ended December 31, 2022 are as follows: Shares Weighted Non-vested at January 1, 2022 1,073,225 $ 3.41 Granted — — Vested ( 606,483 ) 3.59 Forfeited or expired ( 170,690 ) 0.68 Non-vested at December 31, 2022 296,052 $ 4.46 |
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 970,867 201,407 < 1 year - 1 year $ 7.41 Employee Group 2,774,851 896,179 1 year - 5 years $ 8.00 Total 1,097,586 |
Summary of restricted stock awards activity under the Plan | A summary of restricted stock unit awards activity under the Plan as of December 31, 2022, and the changes during the year ended December 31, 2022 are as follows: Units Weighted Non-vested as of January 1, 2022 673,830 $ 8.56 Granted 725,495 7.67 Vested ( 230,420 ) 8.41 Forfeited ( 71,319 ) 10.23 Non-vested as of December 31, 2022 1,097,586 $ 7.89 The total weighted average fair value of RSUs granted during the years ended December 31, 2022, 2021, and 2020 was $ 5.6 million, $ 4.6 million, and $ 0.3 million, respectively. The total fair value of RSUs vested during the years ended December 31, 2022, 2021, and 2020 was $ 1.8 million, $ 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, 2022, and the changes during the year ended December 31, 2022 are as follows: Units Weighted Non-vested equity-classified as of January 1, 2022 1,745,000 $ 4.93 Granted 56,787 5.99 Vested ( 337,800 ) 6.05 Forfeited ( 388,500 ) 0.59 Non-vested equity-classified as of December 31, 2022 1,075,487 $ 6.20 |
REPORTABLE SEGMENTS (Tables)
REPORTABLE SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 2021, and 2020 (in millions): Flatbed Specialized Consolidated Solutions Segment Solutions Segment Total Year Ended December 31, 2022 Total revenue $ 769.0 $ 1,004.3 $ 1,773.3 Company freight 167.2 483.1 650.3 Owner operator freight 329.2 180.7 509.9 Brokerage 152.5 168.7 321.2 Logistics 4.1 49.7 53.8 Fuel surcharge 116.0 122.1 238.1 Operating income 39.1 59.3 98.4 Depreciation 37.4 48.5 85.9 Amortization of intangible assets 3.0 3.9 6.9 Impairment — 9.4 9.4 Restructuring 1.0 1.4 2.4 Non-cash operating lease expense — — — Interest expense 15.1 20.3 35.4 Income before income tax 27.4 42.4 69.8 Capital expenditures 76.6 110.8 187.4 Year Ended December 31, 2021 Total revenue $ 690.0 $ 866.8 $ 1,556.8 Company freight 176.6 453.1 629.7 Owner operator freight 328.0 158.5 486.5 Brokerage 112.2 156.8 269.0 Logistics 4.9 34.3 39.2 Fuel surcharge 68.3 64.1 132.4 Operating income 53.3 59.5 112.8 Depreciation 32.7 48.5 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 14.7 18.8 33.5 Income before income tax 39.6 42.4 82.0 Capital expenditures 37.9 80.5 118.4 Year Ended December 31, 2020 Total revenue $ 572.3 $ 881.8 $ 1,454.1 Company freight 188.0 488.8 676.8 Owner operator freight 259.5 149.4 408.9 Brokerage 70.3 164.0 234.3 Logistics 2.9 34.5 37.4 Fuel surcharge 51.6 45.1 96.7 Operating income 12.4 23.0 35.4 Depreciation 35.5 55.6 91.1 Amortization of intangible assets 3.2 4.0 7.2 Impairment 2.0 13.4 15.4 Restructuring 0.6 8.9 9.5 Non-cash operating lease expense ( 0.3 ) ( 7.7 ) ( 8.0 ) Interest expense 19.1 25.8 44.9 Income (loss) before income tax ( 7.0 ) 10.9 3.9 Capital expenditures 33.4 62.1 95.5 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 per share data) 2022 2021 2020 Numerator: Net income $ 50.2 $ 56.0 $ 4.1 Less Series A Preferred Stock dividends ( 5.0 ) ( 5.0 ) ( 4.9 ) Less Series B Preferred Stock dividends ( 0.7 ) — — Net income (loss) attributable to common stockholders 44.5 51.0 ( 0.8 ) Allocation of earnings to non-vested participating RSUs ( 0.1 ) ( 0.4 ) — Numerator for basic EPS - income (loss) available to common stockholders - two class method $ 44.4 $ 50.6 $ ( 0.8 ) Effect of dilutive securities: Add back Series A Preferred Stock dividends $ — $ — $ — Add back allocation earnings to participating securities 0.1 0.4 — Reallocation of earnings to participating securities considering potentially dilutive securities ( 0.1 ) ( 0.4 ) — Numerator for diluted EPS - income (loss) available to common shareholders - two class method $ 44.4 $ 50.6 $ ( 0.8 ) Denominator: Denominator for basic EPS - weighted-average shares 60,459,451 63,744,456 64,775,275 Effect of dilutive securities: Non-participating outstanding share-based payment awards 2,824,051 1,664,802 — Series A Preferred Stock — — — Denominator for diluted EPS - weighted-average shares 63,283,502 65,409,258 64,775,275 Basic earnings (loss) per share $ 0.73 $ 0.79 $ ( 0.01 ) Diluted earnings (loss) per share $ 0.70 $ 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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Changes in the allowance for doubtful accounts | |||
Beginning balance | $ 2.1 | $ 3 | |
Bad debt (recovery) expense | 0.7 | (0.3) | $ 1.2 |
Write-off, less recoveries | (0.5) | (0.6) | |
Ending balance | 2.3 | 2.1 | $ 3 |
Money market account balance | $ 113.7 | $ 129.2 |
NATURE OF OPERATIONS AND SUMM_5
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) | 12 Months Ended | |
Dec. 31, 2022 | ||
Minimum | Buildings and improvements | ||
Property and Equipment | ||
Estimated useful lives | 10 years | |
Minimum | Leasehold improvements | ||
Property and Equipment | ||
Estimated useful lives | 5 years | [1] |
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 | [1] |
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 | |
[1] (1) or the term of the lease, whichever is shorter |
NATURE OF OPERATIONS AND SUMM_6
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Leases (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Lessee operating lease existence of option to extend | true |
Lessee finance lease existence of option to extend | true |
Minimum | |
Finance lease, renewal terms | 1 year |
Maximum | |
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, 2022 | |
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 ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Uncertain tax positions | $ 0 | $ 0 |
Customer relationships | ||
Goodwill and Intangible Assets | ||
Estimated useful lives | 8 years 2 months 12 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 | 7 months 6 days | |
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 - Trade accounts receivable - Customer | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Concentrations of Credit Risk | ||
Number of customers | 1 | 1 |
Percentage of concentration risk | 10% | 10% |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Deferred Financing Fees | $ 6.4 | $ 7.6 | |
Amortization of deferred financing fees | $ 1.3 | $ 1.7 | $ 4.3 |
NATURE OF OPERATIONS AND SUM_11
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Hierarchy (Details) $ in Millions | Dec. 31, 2021 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liability | $ 4.7 |
Total fair value | 4.7 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liability | 2.7 |
Total fair value | 2.7 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liability | 2 |
Total fair value | $ 2 |
NATURE OF OPERATIONS AND SUM_12
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in Warrant Liability (Details) $ in Millions | 12 Months Ended | |||
Oct. 21, 2020 USD ($) | Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) Segment | Dec. 31, 2020 USD ($) Segment | |
Changes in the fair value of this liability | ||||
Payment of Other contingent consideration | $ 0.2 | |||
Segment Reporting [Abstract] | ||||
Number of Operating Segments | Segment | 9 | |||
Number of Reportable Segments | Segment | 9 | 2 | 11 | |
New Accounting Pronouncements | ||||
Finance lease right-of-use assets | $ 26 | $ 29.1 | ||
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 | $ 2.7 | $ 1.8 | |
Change in fair value | $ (2) | (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, 2022 | |
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 expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lease cost | |||
Total operating lease cost | $ 43.8 | $ 42.2 | $ 33.6 |
Interest on lease liabilities | 1.1 | 1.2 | 1.1 |
Total finance lease cost | 7.5 | 7.9 | 6.3 |
Total lease cost | 51.3 | 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 | 27.7 | 25.5 | 24.3 |
Administrative expense | Real estate | |||
Lease cost | |||
Total operating lease cost | 13.6 | 14.9 | 8.7 |
Operations and maintenance, and Administrative | |||
Lease cost | |||
Variable Lease, Cost | 1.3 | 0.9 | 0.1 |
Short-term Lease, Cost | 1.2 | 0.9 | 0.5 |
Depreciation and amortization | |||
Lease cost | |||
Amortization right-of-use assets | 6.4 | 6.7 | 5.1 |
Interest Expense | |||
Lease cost | |||
Interest on lease liabilities | $ 1.1 | $ 1.2 | $ 1.2 |
LEASES - Components of assets a
LEASES - Components of assets and liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Components of assets and liabilities for operating and finance leases | |||
Right-of-use assets | $ 107.6 | $ 108.3 | |
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 | $ 26 | $ 29.1 | |
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 | $ 133.6 | $ 137.4 | |
Current | $ 34.4 | $ 33.7 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current | Current | |
Non-current | $ 79.6 | $ 81.1 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Non-current | Non-current | |
Total operating lease liabilities | $ 114 | $ 114.8 | |
Current | $ 8.7 | $ 8 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Long-Term Debt, Current Maturities | Long-Term Debt, Current Maturities | |
Non-current | $ 16.3 | $ 20.5 | |
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 | $ 25 | $ 28.5 | |
Total lease liabilities | 139 | 143.3 | |
Operating cash flows from operating leases | (41.4) | (41.6) | $ (37.8) |
Operating cash flows from finance leases | (1.1) | (1.2) | (1.1) |
Financing cash flows from finance leases | (17.3) | (9.6) | (6.6) |
Operating lease right-of-use assets | 36 | 23.6 | 54.6 |
Finance lease right-of-use assets | $ 6.6 | $ 6.7 | $ 11.6 |
LEASES - Future payments on lea
LEASES - Future payments on leases (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Leases | ||
2023 | $ 38.4 | |
2024 | 27.5 | |
2025 | 18.9 | |
2026 | 14.4 | |
2027 | 8.7 | |
Thereafter | 21.1 | |
Total lease payments | 129 | |
Less: interest | (15) | |
Total operating lease liabilities | 114 | $ 114.8 |
Finance Lease | ||
2023 | 12.3 | |
2024 | 8.7 | |
2025 | 5.4 | |
2026 | 2.9 | |
2027 | 2.5 | |
Thereafter | 0 | |
Total lease payments | 31.8 | |
Less: interest | (6.8) | |
Present value of lease liabilities | 25 | 28.5 |
Total Lease | ||
2023 | 50.7 | |
2024 | 36.2 | |
2025 | 24.3 | |
2026 | 17.3 | |
2027 | 11.2 | |
Thereafter | 21.1 | |
Total lease payments | 160.8 | |
Less: interest | (21.8) | |
Present value of lease liabilities | $ 139 | $ 143.3 |
LEASES - Weighted average lease
LEASES - Weighted average lease term and discount rate (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating leases | 5 years 4 months 24 days | 4 years 10 months 24 days |
Finance leases | 2 years 9 months 18 days | 3 years 1 month 6 days |
Operating leases | 4.60% | 4.60% |
Finance leases | 4.60% | 4.20% |
LEASES - Lessor (Details)
LEASES - Lessor (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessor, Lease, Description [Line Items] | |||
Depreciation | $ 85.9 | $ 81.2 | $ 91.1 |
Lease income | $ 32.4 | $ 28.2 | $ 25 |
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Cost of Goods and Services Sold | Cost of Goods and Services Sold | Cost of Goods and Services Sold |
Asset Leased Under Operating Leases | |||
Lessor, Lease, Description [Line Items] | |||
Depreciation | $ 25.1 | $ 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, 2022 USD ($) |
Future minimum receipts | |
2023 | $ 31.9 |
2024 | 26.6 |
2025 | 18.7 |
2026 | 9.6 |
2027 | 4.8 |
Thereafter | 2.7 |
Total minimum lease receipts | $ 94.3 |
ACQUISITIONS - Additional infor
ACQUISITIONS - Additional information (Details) - SJ Transportation - USD ($) $ in Millions | 12 Months Ended | |
Mar. 03, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | |
Total consideration transferred | $ 19.1 | |
Intangible asset, net and goodwill | 7.9 | $ 3.4 |
Transaction expenses | $ 0.5 | |
Revenue of acquired entity | 22.9 | |
Net income of acquired entity | $ 2.4 |
ACQUISITIONS - Schedule of Purc
ACQUISITIONS - Schedule of Purchase Price Allocation of Net Assets - (Details) - SJ Transportation [Member] - USD ($) $ in Millions | Dec. 31, 2022 | Mar. 03, 2022 |
Business Acquisition [Line Items] | ||
Accounts receivable | $ 3.4 | |
Other current assets | 1.8 | |
Property and equipment | 10 | |
Intangible assets | 4.5 | |
Goodwill | 3.4 | $ 7.9 |
Accounts payable and other liabilities | (4) | |
Total | $ 19.1 |
ACQUISITIONS - Schedule of Pro-
ACQUISITIONS - Schedule of Pro-forma Financial Information - (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Pro forma revenue | $ 1,777.2 | $ 1,580.1 |
Pro forma net income | $ 50.4 | $ 57.3 |
Basic | $ 0.74 | $ 0.81 |
Diluted | $ 0.70 | $ 0.79 |
OTHER CURRENT ASSETS (Details)
OTHER CURRENT ASSETS (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Income tax receivable | $ 13.8 | $ 1.9 |
Prepaid Insurance | 8.4 | 7.5 |
Prepaid Licensing, permits and tolls | 5 | 4.8 |
Parts supplies | 4.2 | 3.5 |
Other prepaids | 2.9 | 2.6 |
Prepaid Software | 1.3 | 1.1 |
Prepaid taxes | 1.2 | 0.1 |
Prepaid highway and fuel taxes | 1.1 | 1.1 |
Total | $ 37.9 | $ 22.6 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill | ||||
Balance at the beginning of the period | $ 140.1 | $ 140.1 | ||
Impairment | $ (5.7) | (5.7) | 0 | $ 0 |
Goodwill acquired | 3.4 | |||
Foreign currency translation adjustment | (0.5) | 0 | ||
Balance at the end of the period | 137.3 | 140.1 | 140.1 | |
Flatbed Solution segment | ||||
Goodwill | ||||
Balance at the beginning of the period | 59.3 | 59.3 | ||
Impairment | 0 | |||
Goodwill acquired | 0 | |||
Foreign currency translation adjustment | 0 | 0 | ||
Balance at the end of the period | 59.3 | 59.3 | 59.3 | |
Specialized Solutions Segment | ||||
Goodwill | ||||
Balance at the beginning of the period | 80.8 | 80.8 | ||
Impairment | (5.7) | |||
Goodwill acquired | 3.4 | |||
Foreign currency translation adjustment | (0.5) | 0 | ||
Balance at the end of the period | $ 78 | $ 80.8 | $ 80.8 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Other Intangibles (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets, Net | ||||
Intangible Assets | $ 161 | $ 161.6 | ||
Accumulated Amortization | (80.4) | (74.7) | ||
Intangible Assets, net | 80.6 | 86.9 | ||
Foreign currency translation adjustment | 0 | 0.1 | ||
Foreign currency translation adjustment, Intangible asset, net | 0 | 0.1 | ||
Amortization of intangible assets | 6.9 | 6.9 | $ 7.2 | |
Goodwill impairment charges | $ 5.7 | 5.7 | 0 | $ 0 |
Goodwill, Impaired, Accumulated Impairment Loss | 124.5 | 118.8 | ||
Impairment charges | 0 | |||
Trade names | ||||
Intangible Assets, Net | ||||
Intangible Assets | 48.4 | 50.9 | ||
Accumulated Amortization | 0 | 0 | ||
Intangible Assets, net | 48.4 | 50.9 | ||
Impairment charges | 3.5 | |||
Non-competition agreements | ||||
Intangible Assets, Net | ||||
Intangible Assets | 21.3 | 21.7 | ||
Accumulated Amortization | (21.2) | (20.8) | ||
Intangible Assets, net | $ 0.1 | 0.9 | ||
Weighted average remaining useful lives | 7 months 6 days | |||
Future estimated amortization expense | ||||
2023 | $ 0.1 | |||
2024 | 0 | |||
2025 | 0 | |||
2026 | 0 | |||
2027 | 0 | |||
Thereafter | 0 | |||
Total | 0.1 | |||
Customer relationships | ||||
Intangible Assets, Net | ||||
Intangible Assets | 90.3 | 88.9 | ||
Accumulated Amortization | (59.2) | (53.9) | ||
Intangible Assets, net | $ 31.1 | 35 | ||
Weighted average remaining useful lives | 8 years 2 months 12 days | |||
Impairment charges | $ 0.2 | |||
Future estimated amortization expense | ||||
2023 | 6 | |||
2024 | 4.2 | |||
2025 | 3.3 | |||
2026 | 2.9 | |||
2027 | 2.8 | |||
Thereafter | 11.9 | |||
Total | 31.1 | |||
Non competition agreements and customer relationships and trade names | ||||
Intangible Assets, Net | ||||
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Goodwill and Intangible Asset Impairment | |||
Impairment charges | 3.7 | $ 8.2 | ||
Licenses | ||||
Intangible Assets, Net | ||||
Intangible Assets | 1 | 0 | ||
Accumulated Amortization | 0 | 0 | ||
Intangible Assets, net | 1 | 0 | ||
Flatbed Solution segment | ||||
Intangible Assets, Net | ||||
Goodwill impairment charges | 0 | |||
Goodwill, Impaired, Accumulated Impairment Loss | 42.2 | 42.2 | ||
Specialized Solutions Segment | ||||
Intangible Assets, Net | ||||
Goodwill impairment charges | 5.7 | |||
Goodwill, Impaired, Accumulated Impairment Loss | $ 82.3 | $ 76.6 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 859.5 | $ 735.2 |
Accumulated depreciation | (371.2) | (337.5) |
Property and equipment, Net | 488.3 | 397.7 |
Revenue equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 611.3 | 520.5 |
Revenue equipment leased and available for lease to owner operators | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 145.1 | 123.4 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | 62.4 | 58 |
Furniture and fixtures office and computer equipment vehicles and capitalized software development | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 40.7 | $ 33.3 |
PROPERTY AND EQUIPMENT - Additi
PROPERTY AND EQUIPMENT - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||||
Impairment | $ 0 | $ 0 | ||
Depreciation | 85.9 | 81.2 | $ 91.1 | |
Revenue equipment leased and available for lease to owner operators | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 25.1 | $ 21.5 | $ 18.7 | |
Specialized | ||||
Property, Plant and Equipment [Line Items] | ||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Goodwill and Intangible Asset Impairment | |||
Impairment expense | $ 4 |
INTEGRATION AND RESTRUCTURING (
INTEGRATION AND RESTRUCTURING (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 Segment | Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Asset Impairment Charges [Abstract] | ||||
Number of operating segments | Segment | 9 | |||
Restructuring charges | $ 2.4 | $ 0.3 | $ 9.5 | |
Transformation Plan | ||||
Asset Impairment Charges [Abstract] | ||||
Restructuring charges | 0 | 0 | ||
Phase Second | Minimum | ||||
Asset Impairment Charges [Abstract] | ||||
Number of operating segments absorbing integrated operating segments | Segment | 4 | |||
Phase Second | Maximum | ||||
Asset Impairment Charges [Abstract] | ||||
Number of operating segments absorbing integrated operating segments | Segment | 5 | |||
Phase First And Second | ||||
Asset Impairment Charges [Abstract] | ||||
Restructuring charges | 2.4 | $ 9.9 | ||
Plan And Project Pivot | ||||
Asset Impairment Charges [Abstract] | ||||
Restructuring charges | 2.4 | |||
Specialized Solutions Segment | ||||
Asset Impairment Charges [Abstract] | ||||
Restructuring charges | 1.4 | |||
Flatbed Solution segment | ||||
Asset Impairment Charges [Abstract] | ||||
Restructuring charges | $ 1 |
ACCRUED EXPENSES AND OTHER LI_3
ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Brokerage and escorts | $ 14.1 | $ 15.6 |
Owner operator deposits | 9.7 | 11.3 |
Unvouchered payables | 9.4 | 8.7 |
Other accrued expenses | 5.6 | 3.7 |
Fuel and fuel taxes | 2.7 | 1.2 |
Accrued property taxes and sales taxes payable | 2.4 | 2.3 |
Interest | 1 | 1.1 |
Total | $ 44.9 | $ 43.9 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Senior Debt | ||
Long-term Debt, Gross | $ 667.1 | $ 594.5 |
Less current portion | (78.4) | (55.5) |
Long-term debt and finance lease liabilities, less current portion and unamortized deferred financing fees | 582.3 | 531.4 |
Term loan facility | ||
Senior Debt | ||
Long-term Debt, Gross | 393 | 397 |
ABL Facility | ||
Senior Debt | ||
Long-term Debt, Gross | 0 | 0 |
Senior Debt | ||
Senior Debt | ||
Less current portion | (78.4) | (55.5) |
Less unamortized deferred financing costs | (6.4) | (7.6) |
Equipment and real estate term loans | ||
Senior Debt | ||
Long-term Debt, Gross | 249.1 | 169 |
Finance lease liabilities | ||
Senior Debt | ||
Long-term Debt, Gross | $ 25 | $ 28.5 |
LONG-TERM DEBT - Term Loan and
LONG-TERM DEBT - Term Loan and ABL Facility (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Mar. 09, 2021 | Aug. 31, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 29, 2021 | |
LONG-TERM DEBT | |||||
Outstanding letters of credit | $ 24.9 | $ 25.7 | |||
Senior term loan | |||||
LONG-TERM DEBT | |||||
RLOC Utilization trailing period (in months) | 12 months | ||||
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% | ||||
Term loan facility | LIBOR | |||||
LONG-TERM DEBT | |||||
Floor rate (as a percent) | 0.75% | ||||
Basis spread on variable rate | 4% | ||||
Term loan facility | Credit Suisse AG | |||||
LONG-TERM DEBT | |||||
Percentage of excess cash flow, mandatory prepayment, 2018 | 50% | ||||
Percentage of excess cash flow, mandatory prepayment, 2019 | 25% | ||||
Percentage of excess cash flow, mandatory prepayment, 2020 | 0% | ||||
Term loan facility | Senior Debt | |||||
LONG-TERM DEBT | |||||
Credit facility | $ 400 | ||||
Weighted average interest rate on term loan | 8.39% | 4.75% | |||
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% | ||||
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% | ||||
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% | ||||
ABL Member | PNC Bank National Association | |||||
LONG-TERM DEBT | |||||
Line of credit sublimit | $ 40 | ||||
Outstanding letters of credit | 0 | ||||
Availability at closing | $ 110.9 | ||||
Weighted average interest rate | 8% | ||||
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 | $ 22.5 | ||||
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, 2022 USD ($) Lender | Dec. 31, 2021 USD ($) | |
LONG-TERM DEBT | ||
Loan balance | $ 667,100 | $ 594,500 |
Equipment and real estate term loans | ||
LONG-TERM DEBT | ||
Equipment with collateralizes term loans | $ 246,900 | |
Weighted average interest rate on term loan | 4.70% | |
Loan balance | $ 249,100 | $ 169,000 |
Number of lenders | Lender | 13 | |
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) | 7.40% | |
Bank mortgage loan | ||
LONG-TERM DEBT | ||
Loan balance | $ 2,200 | |
Interest rate (as a percent) | 1.50% | |
Monthly installments | $ 15 | |
Balloon payment | $ 2,100 |
LONG-TERM DEBT - Future princip
LONG-TERM DEBT - Future principal payments on long-term debt (Details) - BHE Seller notes $ in Millions | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |
2023 | $ 69.6 |
2024 | 67.5 |
2025 | 57.4 |
2026 | 48.2 |
2027 | 21.9 |
Thereafter | 377.5 |
Total | 642.1 |
Equipment and real estate term loans | |
Debt Instrument [Line Items] | |
2023 | 65.6 |
2024 | 63.5 |
2025 | 53.4 |
2026 | 44.2 |
2027 | 17.9 |
Thereafter | 4.5 |
Total | 249.1 |
Term loan facility | |
Debt Instrument [Line Items] | |
2023 | 4 |
2024 | 4 |
2025 | 4 |
2026 | 4 |
2027 | 4 |
Thereafter | 373 |
Total | $ 393 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal | $ 6.2 | $ 4.6 | $ 0.6 |
State | 1.6 | 5.4 | (1.7) |
Foreign | 1.2 | 0.9 | 0.8 |
Total current taxes | 9 | 10.9 | (0.3) |
Deferred: | |||
Federal | 8.7 | 11 | 0.1 |
State | 0.2 | 3.4 | (0.5) |
Foreign | 1.7 | 0.7 | 0.5 |
Total deferred taxes | 10.6 | 15.1 | 0.1 |
Income tax expense (benefit) | $ 19.6 | $ 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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective income tax rate and the U.S. statutory income tax rate | |||
Income tax expense at United States statutory income tax rate | $ 14.6 | $ 17.2 | $ 0.8 |
Federal income tax effects of: | |||
State income tax expense, net of federal benefit | 1 | 6.9 | (1.6) |
Impairment of goodwill | 1.2 | 0 | 0 |
Foreign tax rate differential | 0.5 | 0.3 | 0.1 |
Nondeductible expenses | 0.7 | (0.1) | 0.8 |
Nondeductible officer compensation | 1.6 | 1.8 | 0.6 |
Arbitrated decrease in contingent consideration | 0 | 0 | (2.9) |
Write-off of foreign deferred tax assets | 10.5 | 0 | 0 |
Change in valuation allowance | (10.2) | 0 | 0.6 |
Change in fair value of warrant liability | (1) | (0.3) | 0.5 |
Tax credits | (0.1) | (0.1) | (0.1) |
Other | 0.8 | 0.3 | 1 |
Income tax expense (benefit) | $ 19.6 | $ 26 | $ (0.2) |
Effective tax rate | 28.10% | 31.70% | (5.10%) |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Components of Deferred Tax Assets [Abstract] | ||
Accrued expenses | $ 6.8 | $ 4.2 |
Vacation accrual | 0.5 | 0.7 |
Accounts receivable | 0.8 | 0.6 |
Net operating losses | 0.4 | 12.3 |
Deferred start-up costs | 1 | 1.2 |
Stock based compensation | 3.5 | 2.6 |
Operating lease liabilities | 28.8 | 28.5 |
Interest expense limitation carryforward | 6.1 | 0 |
Total | 47.9 | 50.1 |
Valuation allowance | (0.3) | (10.5) |
Total deferred tax assets | 47.6 | 39.6 |
Deferred tax liabilities | ||
Prepaid expenses | (3.2) | (4.1) |
Intangible assets | (15.9) | (17.4) |
Property and equipment | (96.2) | (76) |
Right of Use Asset | (27.3) | (27.2) |
Total deferred tax liabilities | (142.6) | (124.7) |
Net deferred tax liability | $ (95) | $ (85.1) |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance - foreign deferred tax assets | $ 10.5 | |
Valuation allowance - State deferred tax assets | $ 0.3 | |
Uncertain tax positions | 0 | $ 0 |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards net | $ 0.6 |
RELATED PARTY TRANSACTIONS - Le
RELATED PARTY TRANSACTIONS - Lease Payments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |||
2023 | $ 38.4 | ||
2024 | 27.5 | ||
2025 | 18.9 | ||
2026 | 14.4 | ||
2027 | 8.7 | ||
Thereafter | 21.1 | ||
Total lease payments | 129 | ||
Total operating lease cost | 43.8 | $ 42.2 | $ 33.6 |
Shareholder and employee | |||
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |||
Total operating lease cost | 1.3 | $ 1.9 | $ 2.9 |
Shareholder and employee | Office and Terminals | |||
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |||
2023 | 1.2 | ||
2024 | 1.2 | ||
2025 | 1.2 | ||
2026 | 1.2 | ||
2027 | 1.2 | ||
Thereafter | 0.4 | ||
Total lease payments | $ 6.4 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||||||||
Nov. 14, 2022 USD ($) $ / shares shares | Nov. 10, 2022 USD ($) $ / shares shares | Mar. 22, 2021 USD ($) shares | Feb. 27, 2017 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) Vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Dec. 23, 2020 shares | |
Number of votes for each common stock | Vote | 1 | ||||||||
Shares of common stock reserved for future issuance | 900,000 | ||||||||
Repurchase of common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Payments for repurchases of common stock | $ | $ 44.9 | $ 20.4 | $ 0 | ||||||
Stock repurchase program | 3,000,000 | ||||||||
Common stock repurchased and retired during period (in shares) | 3,000,000 | ||||||||
Stock repurchased and retired during period | $ | $ 20.4 | $ (112.5) | $ (20.4) | ||||||
Warrants exercised | 1,635,296 | ||||||||
Common stock in exchange, Shares | 817,648 | ||||||||
Proceeds from Common stock in exchange | $ | $ 9.4 | ||||||||
Common Stock | |||||||||
Repurchase of common stock | 11,266,058 | ||||||||
Common stock repurchased and retired during period (in shares) | (18,736,279) | (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 | 900,000 | ||||||||
Public Warrants | |||||||||
Total number of warrants outstanding | 19,959,902 | ||||||||
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% | ||||||||
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% | ||||||||
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% | 7.625% | ||||||
Dividend paid (in dollars per share) | $ / shares | $ 1.91 | $ 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 | ||||||||
Series B | |||||||||
Dividend rate (as a percent) | 13% | ||||||||
Preferred stock dividend rate upon certain conditions | 18% | ||||||||
Series B-1 | |||||||||
Repurchase of common stock | 20,000 | ||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Aggregate initial liquidation preference | $ | $ 20 | ||||||||
Preferred stock, issued (in shares) | 20,000 | ||||||||
Dividend rate (as a percent) | 13% | ||||||||
Series B-2 | |||||||||
Repurchase of common stock | 47,597 | ||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Aggregate initial liquidation preference | $ | $ 47.6 | ||||||||
Preferred stock, issued (in shares) | 47,597 | ||||||||
Dividend rate (as a percent) | 7% | ||||||||
Share Repurchase Agreement | |||||||||
Repurchase of common stock | 6,666,667 | ||||||||
Repurchase of common stock, par value | $ / shares | $ 0.0001 | ||||||||
Payments for repurchases of common stock | $ | $ 40 | ||||||||
2022 Stock Repurchase Program | |||||||||
Repurchase of common stock | 803,554,000,000 | ||||||||
Stock repurchased, weighted average price | $ / shares | $ 6.05 | ||||||||
Repurchase of company's outstanding common stock | $ | $ 40 |
STOCK-BASED COMPENSATION - Opti
STOCK-BASED COMPENSATION - Options (Details) - $ / shares | 12 Months Ended | ||
Feb. 27, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock option grants under the Plan | |||
Issued and Outstanding (in shares) | 2,614,022 | ||
2017 Omnibus Incentive Plan | |||
Stock option grants under the Plan | |||
# of Options Granted | 4,000,000 | ||
2017 Omnibus Incentive Plan | Minimum | |||
Stock option grants under the Plan | |||
Vesting Period (in years) | 3 years | ||
2017 Omnibus Incentive Plan | Maximum | |||
Stock option grants under the Plan | |||
Vesting Period (in years) | 5 years | ||
2017 Omnibus Incentive Plan | Stock Option | |||
Stock option grants under the Plan | |||
# of Options Granted | 0 | ||
Issued and Outstanding (in shares) | 1,864,822 | ||
Weighted Average Exercise Price (in dollars per share) | $ 0 | ||
2017 Omnibus Incentive Plan | Stock Option | Director Group | |||
Stock option grants under the Plan | |||
# of Options Granted | 150,000 | ||
Issued and Outstanding (in shares) | 50,000 | ||
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 | ||
2017 Omnibus Incentive Plan | Stock Option | Employee Group | |||
Stock option grants under the Plan | |||
# of Options Granted | 4,682,630 | ||
Issued and Outstanding (in shares) | 1,814,822 | ||
Weighted Average Exercise Price (in dollars per share) | $ 6.62 | ||
Weighted Average Grant Date Fair Value (in dollars) | $ 4.46 | ||
2017 Omnibus Incentive Plan | Stock Option | Employee Group | Minimum | |||
Stock option grants under the Plan | |||
Vesting Period (in years) | 3 years | ||
2017 Omnibus Incentive Plan | Stock Option | Employee Group | Maximum | |||
Stock option grants under the 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, 2020 | |
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% |
Maximum expected volatility | 42.50% |
Expected dividend yield | 0% |
STOCK-BASED COMPENSATION - Op_2
STOCK-BASED COMPENSATION - Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Feb. 27, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shares | |||
Outstanding, at the beginning (in shares) | 2,614,022 | ||
Outstanding, at the end (in shares) | 2,614,022 | ||
Weighted Average Remaining Contractual Terms and Aggregate Intrinsic Value | |||
Vested and expected to vest (in years) | 5 years 9 months 18 days | ||
Aggregate Intrinsic Value, Outstanding at the end (in dollars) | $ 10.6 | ||
Stock Option | |||
Weighted Average Remaining Contractual Terms and Aggregate Intrinsic Value | |||
Weighted Average Remaining Contractual Terms (Years) | 5 years 9 months 18 days | ||
2017 Omnibus Incentive Plan | |||
Shares | |||
Granted (in shares) | 4,000,000 | ||
2017 Omnibus Incentive Plan | Stock Option | |||
Shares | |||
Granted (in shares) | 0 | ||
Exercised (in shares) | 91,425 | ||
Forfeited or expired (in shares) | (657,775) | ||
Outstanding, at the end (in shares) | 1,864,822 | ||
Exercisable at the end, Shares | 1,568,770 | ||
Vested and expected to vest (in shares) | 1,864,822 | ||
Weighted Average Exercise Price | |||
Outstanding, at the beginning (in dollars per shares) | $ 6.23 | ||
Granted (in dollars per shares) | 0 | ||
Exercised (in dollars per shares) | 9.02 | ||
Forfeited or expired (in dollars per shares) | 4.47 | ||
Outstanding, at the end (in dollars per shares) | 6.71 | $ 6.23 | |
Exercisable at the end (in dollars per shares) | 7.44 | ||
Vested and expected to vest (in dollars per share) | $ 6.71 | ||
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) | 5 years 6 months | ||
Exercisable at the end, Aggregate intrinsic value (in dollars) | $ 2.1 | ||
Vested and expected to vest (in dollars) | $ 3.2 | ||
Expiration period | 10 years |
Stock Based Compensation - Non
Stock Based Compensation - Non Vested Shares (Details) - 2017 Omnibus Incentive Plan - $ / shares | 12 Months Ended | |
Feb. 27, 2017 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Granted (in shares) | 4,000,000 | |
Stock Option | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Non-vested at the beginning (in Shares) | 1,073,225 | |
Outstanding at the beginning (per unit) | $ 3.41 | |
Granted (in shares) | 0 | |
Vested (in Shares) | 606,483 | |
Vested (per unit) | $ 3.59 | |
Forfeited or Expired (in shares) | 170,690 | |
Forfeited or Expired (per unit) | $ 0.68 | |
Non-vested at the end (in shares) | 296,052 | |
Outstanding at the end (per unit) | $ 4.46 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock (Details) - $ / shares | 12 Months Ended | ||
Feb. 27, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock options and restricted stock units granted under the 2017 Plan | |||
Issued and Outstanding (in shares) | 2,614,022 | ||
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 | ||
Restricted Stock Units (RSUs) | 2017 Omnibus Incentive Plan | |||
Stock options and restricted stock units granted under the 2017 Plan | |||
Issued and Outstanding (in shares) | 1,097,586 | ||
Restricted Stock Units (RSUs) | Minimum | 2017 Omnibus Incentive Plan | |||
Stock options and restricted stock units granted under the 2017 Plan | |||
Vesting Period (in years) | 1 year | ||
Restricted Stock Units (RSUs) | Director Group | 2017 Omnibus Incentive Plan | |||
Stock options and restricted stock units granted under the 2017 Plan | |||
# of Options Granted | 970,867 | ||
Issued and Outstanding (in shares) | 201,407 | ||
Weighted Average Grant Date Fair Value (in dollars) | $ 7.41 | ||
Restricted Stock Units (RSUs) | Director Group | Maximum | 2017 Omnibus Incentive Plan | |||
Stock options and restricted stock units granted under the 2017 Plan | |||
Vesting Period (in years) | 1 year | ||
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) | 1 year | ||
Restricted Stock Units (RSUs) | Employee Group | 2017 Omnibus Incentive Plan | |||
Stock options and restricted stock units granted under the 2017 Plan | |||
# of Options Granted | 2,774,851 | ||
Issued and Outstanding (in shares) | 896,179 | ||
Weighted Average Grant Date Fair Value (in dollars) | $ 8 | ||
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 - Aggr
STOCK-BASED COMPENSATION - Aggregate (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Feb. 27, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-based compensation | ||||
Stock reserved for future issuance | 900,000 | |||
Share-based Payment Arrangement, Expense | $ 11.5 | $ 8.6 | $ 5.9 | |
PSU Outstanding (in shares) | 2,614,022 | |||
Vesting PSU | 818,700,000,000 | |||
Total fair value of the liability | $ 7.4 | |||
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% | |||
Maximum expected volatility | 42.50% | |||
Expected dividend yield | 0% | |||
Unrecognized stock-based compensation expense | $ 0.4 | |||
Weighted average period of recognition | 4 months 24 days | |||
Weighted average fair value of option granted | $ 4.6 | |||
Intrinsic value of options exercised | $ 0.2 | $ 0.5 | ||
Restricted Stock Units (RSUs) | ||||
Stock-based compensation | ||||
Unrecognized stock-based compensation expense | $ 5.4 | |||
Weighted average period of recognition | 1 year 4 months 24 days | |||
Weighted average fair value of option granted | $ 5.6 | 4.6 | 0.3 | |
Weighted average fair value of option Vested | 1.8 | 3.8 | 2.4 | |
Performance Stock Units | ||||
Stock-based compensation | ||||
Unrecognized stock-based compensation expense | $ 4.4 | |||
Weighted average period of recognition | 1 year 2 months 12 days | |||
Weighted average fair value of option granted | $ 0.3 | $ 8.9 | $ 1.1 | |
PSU Outstanding (in shares) | 2,367,456 | |||
Vesting PSU | 818,700 | |||
Vesting PSU | 994,100 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Plan Modification, Description and Terms | are 616,969 PSUs classified as liabilities in which the vesting can range from 0% to 200%, based 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. As of December 31, 2022, the Company currently expects that these PSUs will vest between 93% and 126% | |||
Unrecognized stock-based compensation expense related to liability | $ 3.1 | |||
Equity-classified | ||||
Stock-based compensation | ||||
Granted (in units) | 256,787 | |||
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% | |||
Liability-classified | ||||
Stock-based compensation | ||||
Granted (in units) | 75,000 | |||
Expected dividend yield | 0% | |||
Granted (in units) | 1,291,969 | |||
Maximum | Equity-classified | ||||
Stock-based compensation | ||||
Weighted average expected life | 2 years 3 months 18 days | 3 years | ||
Maximum | Liability-classified | ||||
Stock-based compensation | ||||
Risk-free interest rate | 4.67% | |||
Expected volatility | 82% | |||
Weighted average expected life | 3 years | |||
Share-Based Payment Award, Award Vesting Rights, Percentage | 200% | |||
Minimum | Equity-classified | ||||
Stock-based compensation | ||||
Weighted average expected life | 1 year 10 months 24 days | 2 years 6 months | ||
Minimum | Liability-classified | ||||
Stock-based compensation | ||||
Risk-free interest rate | 4.18% | |||
Expected volatility | 56.40% | |||
Weighted average expected life | 1 year | |||
Share-Based Payment Award, Award Vesting Rights, Percentage | 0% | |||
2017 Omnibus Incentive Plan | ||||
Stock-based compensation | ||||
Stock reserved for future issuance | 900,000 | |||
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) | 1,864,822 | |||
2017 Omnibus Incentive Plan | Restricted Stock Units (RSUs) | ||||
Stock-based compensation | ||||
Granted (in units) | 725,495,000,000 | |||
PSU Outstanding (in shares) | 1,097,586 | |||
2017 Omnibus Incentive Plan | Performance Stock Units | ||||
Stock-based compensation | ||||
Granted (in units) | 56,787 | |||
Total fair value of the liability | $ 0.3 | |||
Accrued payroll, benefits and related taxes | $ 4 | |||
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) | 1 year | |||
2017 Omnibus Incentive Plan | Minimum | Director Group | ||||
Stock-based compensation | ||||
Vesting Period (in years) | 1 year |
STOCK-BASED COMPENSATION - Re_2
STOCK-BASED COMPENSATION - Restricted stock unit award (Details) - 2017 Omnibus Incentive Plan - Restricted Stock Units (RSUs) shares in Millions | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Number of Units | |
Non-vested at the beginning (in units) | shares | 673,830 |
Granted (in units) | shares | 725,495 |
Vested (in units) | shares | (230,420) |
Forfeited (in units) | shares | (71,319) |
Non-vested at the end (in units) | shares | 1,097,586 |
Weighted Average Grant Date Fair Value (Per Unit) | |
Outstanding at the beginning (per unit) | $ / shares | $ 8.56 |
Granted (per unit) | $ / shares | 7.67 |
Vested (per unit) | $ / shares | 8.41 |
Forfeited or Expired (per unit) | $ / shares | 10.23 |
Outstanding at the end (per unit) | $ / shares | $ 7.89 |
STOCK-BASED COMPENSATION - Fair
STOCK-BASED COMPENSATION - Fair value assumptions (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Total fair value of the liability | $ 7.4 | ||
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) | 1,745,000 | ||
Outstanding at the beginning (per unit) | $ 4.93 | ||
Total fair value of the liability | $ 0.3 | ||
Granted (in units) | 56,787 | ||
Granted (per unit) | $ 5.99 | ||
Reclassified from liability to equity (in units) | (337,800) | ||
Reclassified from liability to equity (per unit) | $ 6.05 | ||
Forfeited (in units) | 388,500 | ||
Forfeited or Expired (per unit) | $ 0.59 | ||
Non-vested at the end (in units) | 1,075,487 | 1,745,000 | |
Outstanding at the end (per unit) | $ 6.20 | $ 4.93 | |
Liability-classified | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected dividend yield | 0% | ||
Granted (in units) | 75,000 | ||
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% | ||
Granted (in units) | 256,787 | ||
Minimum | Liability-classified | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted average expected life | 1 year | ||
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 | Liability-classified | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted average expected life | 3 years | ||
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Company's expense under matching requirements | $ 5.8 | $ 5.7 | $ 5.4 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Outstanding letters of credit | $ 24.9 | $ 25.7 |
REPORTABLE SEGMENTS (Details)
REPORTABLE SEGMENTS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Gain on sale of equipment | $ 21 | $ 17.1 | $ 6.9 |
Total revenue | 1,773.3 | 1,556.8 | 1,454.1 |
Operating income (loss) | 98.4 | 112.8 | 35.4 |
Depreciation | 85.9 | 81.2 | 91.1 |
Amortization of intangible assets | 6.9 | 6.9 | 7.2 |
Impairment | 9.4 | 0 | 15.4 |
Restructuring | 2.4 | 0.3 | 9.5 |
Non-cash operating lease expense | 0 | 0.8 | (8) |
Interest expense | 35.4 | 33.5 | 44.9 |
Income (loss) before income tax | 69.8 | 82 | 3.9 |
Total assets | 1,195.4 | 1,087.4 | |
Capital expenditures | 187.4 | 118.4 | 95.5 |
Company freight | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 650.3 | 629.7 | 676.8 |
Owner operator freight | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 509.9 | 486.5 | 408.9 |
Brokerage | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 321.2 | 269 | 234.3 |
Logistics | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 53.8 | 39.2 | 37.4 |
Fuel surcharge | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 238.1 | 132.4 | 96.7 |
Consolidated | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Income (loss) before income tax | 69.8 | 82 | 3.9 |
Flatbed Solution segment | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Intersegment revenues and expenses | 2.7 | 4.8 | 6.5 |
Restructuring | 1 | ||
Flatbed Solution segment | Consolidated | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 769 | 690 | 572.3 |
Operating income (loss) | 39.1 | 53.3 | 12.4 |
Depreciation | 37.4 | 32.7 | 35.5 |
Amortization of intangible assets | 3 | 3 | 3.2 |
Impairment | 0 | 2 | |
Restructuring | 1 | 0 | 0.6 |
Non-cash operating lease expense | 0 | 0.9 | (0.3) |
Interest expense | 15.1 | 14.7 | 19.1 |
Income (loss) before income tax | 27.4 | 39.6 | (7) |
Capital expenditures | 76.6 | 37.9 | 33.4 |
Flatbed Solution segment | Consolidated | Company freight | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 167.2 | 176.6 | 188 |
Flatbed Solution segment | Consolidated | Owner operator freight | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 329.2 | 328 | 259.5 |
Flatbed Solution segment | Consolidated | Brokerage | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 152.5 | 112.2 | 70.3 |
Flatbed Solution segment | Consolidated | Logistics | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 4.1 | 4.9 | 2.9 |
Flatbed Solution segment | Consolidated | Fuel surcharge | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 116 | 68.3 | 51.6 |
Specialized | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Intersegment revenues and expenses | 7.9 | 7.4 | 12 |
Restructuring | 1.4 | ||
Specialized | Consolidated | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 1,004.3 | 866.8 | 881.8 |
Operating income (loss) | 59.3 | 59.5 | 23 |
Depreciation | 48.5 | 48.5 | 55.6 |
Amortization of intangible assets | 3.9 | 3.9 | 4 |
Impairment | 9.4 | 13.4 | |
Restructuring | 1.4 | 0.3 | 8.9 |
Non-cash operating lease expense | 0 | (0.1) | (7.7) |
Interest expense | 20.3 | 18.8 | 25.8 |
Income (loss) before income tax | 42.4 | 42.4 | 10.9 |
Capital expenditures | 110.8 | 80.5 | 62.1 |
Specialized | Consolidated | Company freight | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 483.1 | 453.1 | 488.8 |
Specialized | Consolidated | Owner operator freight | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 180.7 | 158.5 | 149.4 |
Specialized | Consolidated | Brokerage | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 168.7 | 156.8 | 164 |
Specialized | Consolidated | Logistics | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 49.7 | 34.3 | 34.5 |
Specialized | Consolidated | Fuel surcharge | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | $ 122.1 | $ 64.1 | $ 45.1 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Nov. 14, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||||
Net income | $ 50.2 | $ 56 | $ 4.1 | |
Net income (loss) attributable to common stockholders | 44.5 | 51 | (0.8) | |
Allocation of earnings to non-vested participating RSUs | (0.1) | (0.4) | 0 | |
Numerator for basic EPS - income (loss) available to common stockholders - two class method | 44.4 | 50.6 | (0.8) | |
Add back allocation earnings to participating securities | 0.1 | 0.4 | 0 | |
Reallocation of earnings to participating securities considering potentially dilutive securities | (0.1) | (0.4) | 0 | |
Numerator for diluted EPS - income (loss) available to common shareholders - two class method | $ 44.4 | $ 50.6 | $ (0.8) | |
Denominator: | ||||
Denominator for basic EPS - weighted-average shares | 60,459,451 | 63,744,456 | 64,775,275 | |
Denominator for diluted EPS - weighted-average shares | 63,283,502 | 65,409,258 | 64,775,275 | |
Basic earnings (loss) per share | $ 0.73 | $ 0.79 | $ (0.01) | |
Diluted earnings (loss) per share | $ 0.70 | $ 0.77 | $ (0.01) | |
Non Participating Outstanding Share Based Payment Awards | ||||
Denominator: | ||||
Weighted-average shares outstanding - Equivalent | 2,824,051 | 1,664,802 | 0 | |
Series A | ||||
Numerator: | ||||
Less dividends to Series B perpetual preferred stockholders | $ (5) | $ (5) | $ (4.9) | |
Add back Series A Preferred Stock dividends | $ 0 | $ 0 | $ 0 | |
Denominator: | ||||
Weighted-average shares outstanding - Equivalent | 0 | 0 | 0 | |
Preferred stock dividend rate (as a percent) | 7.625% | 7.625% | 7.625% | |
Series B | ||||
Numerator: | ||||
Less dividends to Series B perpetual preferred stockholders | $ (0.7) | $ 0 | $ 0 | |
Denominator: | ||||
Preferred stock dividend rate (as a percent) | 13% |