Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 23, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Securities Act 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 | ||
Document Financial Statement Error Correction [Flag] | false | ||
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 | 47,200,283 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001642453 | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 316.5 | ||
Entity Voluntary Filers | No | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive proxy statement for its 2024 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated . The definitive proxy statement or an amendment to this Annual Report on Form 10-K will be filed no later than 120 days after the end of the registrant’s fiscal year ended December 31, 2023. | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | Dallas, Texas | ||
Auditor Firm ID | 248 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 76.6 | $ 153.4 |
Accounts receivable, net of allowance of $1.8 and $2.3 at December 31, 2023 and 2022, respectively | 157.8 | 179 |
Drivers advances and other receivables | 10.6 | 7.9 |
Other current assets | 36.7 | 37.9 |
Total current assets | 281.7 | 378.2 |
Property and equipment, net | 556.1 | 488.3 |
Intangible assets, net | 71.8 | 80.6 |
Goodwill | 124.2 | 137.3 |
Right-of-use assets | 98.9 | 107.6 |
Other non-current assets | 3.4 | 3.4 |
Total assets | 1,136.1 | 1,195.4 |
Current liabilities: | ||
Accounts payable | 13.6 | 14.7 |
Accrued expenses and other liabilities | 39.7 | 44.9 |
Accrued payroll, benefits and related taxes | 28.2 | 30.8 |
Accrued insurance and claims | 48.5 | 40.6 |
Current portion of long-term debt | 90.7 | 78.4 |
Current operating lease liabilities | 29.9 | 34.4 |
Total current liabilities | 250.6 | 243.8 |
Line of credit | 0 | 0 |
Long-term debt, net of current portion | 563.5 | 582.3 |
Deferred tax liabilities | 93.6 | 95 |
Non-current operating lease liabilities | 75.5 | 79.6 |
Other non-current liabilities | 1.5 | 1.7 |
Total liabilities | 984.7 | 1,002.4 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity: | ||
Common stock, par value $0.0001 per share; 250,000,000 shares authorized, 46,566,542 and 45,028,041 shares issued and outstanding at December 31, 2023 and 2022, respectively | 0 | 0 |
Additional paid-in-capital | 298 | 293.1 |
Accumulated deficit | (259.3) | (232.3) |
Accumulated other comprehensive income (loss) | 0.1 | (0.4) |
Total stockholders' equity | 151.4 | 193 |
Total liabilities and stockholders' equity | 1,136.1 | 1,195.4 |
Series A convertible preferred stock | ||
Stockholders' equity: | ||
Preferred Stock, Value | 65 | 65 |
Series B perpetual preferred stock | ||
Stockholders' equity: | ||
Preferred Stock, Value | $ 47.6 | $ 67.6 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Allowance | $ 1.8 | $ 2.3 |
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 | 46,566,542 | 45,028,041 |
Common stock, outstanding | 46,566,542 | 45,028,041 |
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 | $ 0.0001 |
Preferred stock, issued | 47,597 | 67,597 |
Preferred stock, outstanding | 47,597 | 67,597 |
Preferred liquidation preference | $ 47.6 | $ 67.6 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | |||
Total revenue | $ 1,569.4 | $ 1,773.3 | $ 1,556.8 |
Operating expenses: | |||
Salaries, wages and employee benefits | 412.4 | 402.4 | 378.3 |
Operations and maintenance | 168.9 | 162.5 | 147.8 |
Administrative | 78.5 | 72.4 | 64.7 |
Insurance and claims | 61.4 | 76.7 | 61.3 |
Acquisition-related transaction expenses | 1.5 | 3.8 | 0 |
Depreciation and amortization | 106.5 | 92.8 | 88.1 |
Gain on disposition of property and equipment | (12.3) | (21) | (17.1) |
Impairment | 17.9 | 9.4 | 0 |
Restructuring | 0.5 | 2.4 | 0.3 |
Total operating expenses | 1,533.2 | 1,674.9 | 1,444 |
Income from operations | 36.2 | 98.4 | 112.8 |
Other expense (income): | |||
Interest income | (4.6) | (2.8) | (0.3) |
Interest expense | 52.2 | 35.4 | 33.5 |
Change in fair value of warrant liability | 0 | (4.7) | (1.6) |
Other | (1) | 0.7 | (0.8) |
Total other expense | 46.6 | 28.6 | 30.8 |
Income (loss) before income taxes | (10.4) | 69.8 | 82 |
Income tax expense | 7.3 | 19.6 | 26 |
Net income (loss) | (17.7) | 50.2 | 56 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | 0.5 | (0.4) | 0 |
Comprehensive income (loss) | (17.2) | 49.8 | 56 |
Net income | (17.7) | 50.2 | 56 |
Net income (loss) attributable to common stockholders | $ (27) | $ 44.5 | $ 51 |
Earnings (loss) per common share: | |||
Basic | $ (0.59) | $ 0.73 | $ 0.79 |
Diluted | $ (0.59) | $ 0.7 | $ 0.77 |
Weighted-average common shares outstanding: | |||
Basic | 45,822,936 | 60,459,451 | 63,744,456 |
Diluted | 45,822,936 | 63,283,502 | 65,409,258 |
Series A | |||
Other comprehensive income (loss): | |||
Less dividends to convertible preferred stockholders | $ (5) | $ (5) | $ (5) |
Weighted-average common shares outstanding: | |||
Dividends declared per convertible preferred share | $ 7.63 | $ 7.63 | $ 7.63 |
Series B perpetual preferred stock | |||
Other comprehensive income (loss): | |||
Less dividends to convertible preferred stockholders | $ (4.3) | $ (0.7) | $ 0 |
Weighted-average common shares outstanding: | |||
Dividends declared per convertible preferred share | $ 74.94 | $ 11.46 | $ 0 |
Company freight | |||
Revenues: | |||
Total revenue | $ 654.9 | $ 650.3 | $ 629.7 |
Operating expenses: | |||
Purchased freight | 542 | 698 | 598.5 |
Owner operator freight | |||
Revenues: | |||
Total revenue | 422.3 | 509.9 | 486.5 |
Brokerage | |||
Revenues: | |||
Total revenue | 242.1 | 321.2 | 269 |
Logistics | |||
Revenues: | |||
Total revenue | 59.9 | 53.8 | 39.2 |
Fuel surcharge | |||
Revenues: | |||
Total revenue | 190.2 | 238.1 | 132.4 |
Operating expenses: | |||
Fuel | 139.8 | 159.6 | 107.3 |
Service | |||
Operating expenses: | |||
Taxes and licenses | $ 16.1 | $ 15.9 | $ 14.8 |
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, 2020 | $ 138.8 | $ 401.6 | $ (327.8) | $ 0 | $ 65 | ||||||
Balance (in Shares) at Dec. 31, 2020 | 65,023,174 | 650,000 | |||||||||
Exercise of stock options (in shares) | 15,754 | ||||||||||
Exercise of stock options (in Value) | 0.5 | 0.5 | |||||||||
Exercise of warrants (in shares) | 5 | ||||||||||
Exercise of warrants (value) | 0 | ||||||||||
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) | |||||||||
Common 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 | ||||||||||
Exercise of warrants (value) | 9.4 | 9.4 | |||||||||
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 B perpetual preferred stock dividend (in values) | $ 67.6 | $ 67.6 | |||||||||
Series A convertible preferred stock dividend | (5) | (5) | (0.7) | $ (0.7) | |||||||
Stock Issued During Period, Value, New Issues | 67.6 | 67.6 | |||||||||
Common stock repurchased and retired during period (in shares) | (18,736,279) | ||||||||||
Common 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) | |||||||||
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 | ||||||||
Exercise of stock options (in shares) | 83,000 | ||||||||||
Exercise of stock options (in Value) | 0.1 | 0.1 | |||||||||
Vesting of stock awards (in Value) | (4.4) | (4.4) | |||||||||
Vesting of stock awards (in Shares) | 1,455,501 | ||||||||||
Preferred stock redemption (in value) | (20) | ||||||||||
Series B perpetual preferred stock issuance (in shares) | (20,000) | ||||||||||
Series B perpetual preferred stock dividend (in values) | $ (20) | ||||||||||
Series A convertible preferred stock dividend | $ (5) | $ (5) | $ (4.3) | $ (4.3) | |||||||
Stock Issued During Period, Value, New Issues | (20) | ||||||||||
Stock-based compensation expense | 9.2 | 9.2 | |||||||||
Foreign currency translation adjustments | 0.5 | 0.5 | |||||||||
Net income | (17.7) | (17.7) | |||||||||
Balance (in Value) at Dec. 31, 2023 | $ 151.4 | $ 298 | $ (259.3) | $ 0.1 | $ 65 | $ 47.6 | |||||
Balance (in Shares) at Dec. 31, 2023 | 46,566,542 | 650,000 | 47,597 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | |||
Net income (loss) | $ (17.7) | $ 50.2 | $ 56 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 100.1 | 85.9 | 81.2 |
Amortization of intangible assets | 6.4 | 6.9 | 6.9 |
Amortization of deferred financing fees | 2.1 | 1.3 | 2.9 |
Non-cash operating lease expense | (0.1) | 0 | 0.8 |
Change in fair value of warrant liability | 0 | (4.7) | (1.6) |
Stock-based compensation expense | 8.5 | 11.5 | 8.6 |
Deferred taxes | (2) | 10.9 | 14.7 |
Bad debt expense (recovery) | 0 | 0.7 | (0.3) |
Gain on disposition of property and equipment | (12.3) | (21) | (17.1) |
Impairment | 17.9 | 9.4 | 0 |
Changes in operating assets and liabilities | |||
Accounts receivable | 21.5 | (4.7) | (17.7) |
Drivers' advances and other receivables | (2.7) | (2.6) | 0.9 |
Other current assets | 3.1 | (13.1) | 3.9 |
Income tax receivable | (2.2) | 0 | 0 |
Accounts payable | (0.3) | 0.1 | (1.8) |
Accrued expenses and other liabilities | (3.6) | 6.2 | 7.3 |
Net cash provided by operating activities | 118.7 | 137 | 144.7 |
Cash flows from investing activities | |||
Purchase of property and equipment | (30.3) | (42.1) | (53.7) |
Proceeds from sale of property and equipment | 31 | 40.9 | 58.6 |
Cash paid for acquisitions, net of cash received | 0 | (19.1) | 0 |
Net cash provided by (used in) investing activities | 0.7 | (20.3) | 4.9 |
Cash flows from financing activities: | |||
Advances on line of credit | 1,644.9 | 1,831.3 | 1,656.3 |
Repayments on line of credit | (1,644.9) | (1,831.3) | (1,656.3) |
Principal payments on long-term debt | (166.5) | (71.7) | (247.4) |
Proceeds from long-term debt | 0 | 0 | 97.5 |
Payments of deferred financing fees | 0 | 0 | (3.4) |
Repurchase of common stock | 0 | (44.9) | (20.4) |
Exercise of stock options, net | 0.1 | 0.8 | 0.5 |
Exercise of warrants | 0 | 9.4 | 0 |
Net cash used in financing activities | (196.4) | (111.4) | (178.2) |
Effect of exchange rates on cash and cash equivalents | 0.2 | 0.6 | (0.1) |
Net (decrease) increase in cash and cash equivalents | (76.8) | 5.9 | (28.7) |
Cash and cash equivalents - beginning of period | 153.4 | 147.5 | 176.2 |
Cash and cash equivalents - end of period | 76.6 | 153.4 | 147.5 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 50 | 34.3 | 29.6 |
Cash paid for income taxes | 6.2 | 22 | 10.4 |
Noncash investing and financing activities | |||
Property and equipment acquired with debt or finance lease obligations | 157.4 | 145.3 | 64.7 |
Property and equipment sold for notes receivable | 0 | 0 | 0.5 |
Right-of-use assets acquired | 31.5 | 36 | 23.6 |
Accrued share repurchase excise taxes | 0.1 | 0 | 0 |
Series B perpetual preferred stock | |||
Noncash investing and financing activities | |||
Accrued Series B perpetual preferred stock dividend | 0 | 0.7 | 0 |
Series A | |||
Cash flows from financing activities: | |||
Convertible preferred stock dividends | (5) | (5) | (5) |
Series B | |||
Cash flows from financing activities: | |||
Convertible preferred stock dividends | (5) | 0 | $ 0 |
Series B perpetual preferred stock redemption | $ (20) | $ 0 |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
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. Proposed Merger On December 22, 2023, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with TFI International Inc. (TFI International) and Diocletian MergerCo, Inc, a wholly owned subsidiary of TFI International (Acquisition Sub). Pursuant to the Merger Agreement and subject to the conditions therein, (i) Acquisition Sub will be merged with and into the Company, with the Company surviving the Merger as an indirect, wholly-owned subsidiary of TFI International (the Merger) and (ii) Daseke common stockholders will receive $ 8.30 per share in cash for each share of common stock owned immediately prior to the effective time of the Merger. The transaction is expected to close in the beginning of the second quarter of 2024, subject to the Company’s common stockholder approval, regulatory approvals and other customary closing conditions. Closing is not subject to any financing condition. If the Merger is consummated, the Company’s common stock will be delisted from NASDAQ and deregistered under the Exchange Act, Daseke will cease to be a publicly traded company, and the Company will operate its portfolio of brands as part of TFI International’s Truckload segment. 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 credit losses. The Company establishes an allowance for credit losses based on a periodic review of its outstanding receivables and consideration of historical experience and reasonable and supportable forecasts. 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 credit losses is as follows (in millions): Year Ended December 31, 2023 2022 Beginning balance $ 2.3 $ 2.1 Credit loss expense — 0.7 Write-off, less recoveries ( 0.5 ) ( 0.5 ) Ending balance $ 1.8 $ 2.3 Cash and Cash Equivalents Cash equivalents are defined as short-term investments that have an original maturity of three months or less at the date of purchase and are readily convertible into cash. The Company maintains cash in several banks and, at times, the balances may exceed federally insured limits. The Company does not believe it is exposed to any material credit risk on cash. The Company has a money market account with balances of $ 53.8 mil lion and $ 113.7 million, as of December 31, 2023 and 2022 , 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 flows 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. During 2023, the Company recognized impairments of $ 1.0 million related to property and equipment within certain asset groups. There were no impairments related to property and equipment during 2022 or 2021. 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. 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 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, 2023, 2022 and 2021 . 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 (loss). The Company had no uncertain tax positions as of December 31, 2023 and 2022 . Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk include accounts receivable. One cust omer represented approximately 10 % of trade accounts receivable as of December 31, 2023 and 2022. No single customer represented 10% or greater of total revenue for the year ended December 31, 2023 and 2022 . 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, 2023 and 2022, the balance of deferred finance charges was $ 4.3 million and $ 6.4 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, 2023, 2022, and 2021 totaled $ 2.1 m illion, $ 1.3 million, and $ 2.9 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. There was no warrant liability as of December 31, 2023 and 2022 . 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, 2023 2022 2021 Balance at beginning of period $ — $ 2.0 $ 2.7 Change in fair value — ( 2.0 ) ( 0.7 ) Balance at end of period $ — $ — $ 2.0 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 (loss). 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, 2023 and 2022 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 June 2016, the Financial Accounting Standards Board (the FASB) issued Accounting Standard Update (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” 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. In addition, in March 2022, the FASB issued ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures to improve the decision usefulness of information provided to investors concerning certain loan refinancings, restructurings and writeoffs. The Company adopted these ASUs as of January 1, 2023. The adoption did not have a material impact on the Company’s consolidated financial statements. I n November 2023, the FASB issued ASU No. 2023-07 to improve segment disclosure requirements under ASC 280, Segment Reporting, through enhancing disclosures about significant segment expenses. The guidance requires companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker and other segment expenses included in each reported measure of segment profitability. The ASU also enhances interim segment reporting requirements by aligning interim disclosures with information that must be disclosed annually in accordance with ASC 280. The ASU will be effective beginning in 2024 for annual disclosures, and in 2025 for interim disclosures. Early adoption is permitted. The new guidance must be applied retrospectively to all prior periods presented in the financial statements, with the significant segment expense and other segment item amounts disclosed based on categories identified in the period of adoption. The Company is evaluating the impacts this ASU will have on our financial statements and related disclosures. In December 2023, the FASB issued ASU No. 2023-09 to improve income tax disclosure requirements under ASC 740, Income Taxes. The guidance requires entities to provide disaggregated information about a reporting entity’s effective tax rate reconciliation and about income taxes paid. The ASU will be effective for annual periods beginning after December 15, 2024. The guidance can be applied on a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impacts this ASU will have on our financial statements and related disclosures. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | NOTE 2 – LEASES Lessee The Company has operating and finance leases for various real estate including corporate offices, trucking facilities and terminals, warehouses, and tractor parking as well as various types of equipment including tractors, trailers, forklifts, and office equipment. New real estate lease agreements will typically have initial terms between 3 to 15 years and new equipment lease agreements will typically have initial terms of 3 to 9 years . The Company follows ASC 360, 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. During our annual goodwill impairment test, we determined that the carrying value of one of our operating segments within our Specialized Solutions segment exceeded its estimated fair value, which indicated that the carrying amount of its long-lived assets may not be recoverable. As a result, the Company recorded impairment charges of $ 0.3 million to right-of-use assets relating to operating leases for the year ended December 31, 2023. There w as no i mpairment recorded for the years ended December 31, 2022 and 2021. The following table reflects the Company’s components of lease expense (in millions): Year Ended December 31, Classification 2023 2022 2021 Operating lease cost Revenue equipment Operations and maintenance $ 27.4 $ 27.7 $ 25.5 Real estate Administrative 16.3 13.6 14.9 Variable lease cost Operations and maintenance, and Administrative 2.0 1.3 0.9 Short-term lease cost Operations and maintenance, and Administrative 1.6 1.2 0.9 Total operating lease cost $ 47.3 $ 43.8 $ 42.2 Finance lease cost Amortization of right-of-use assets Depreciation and amortization $ 6.5 $ 6.4 $ 6.7 Interest on lease liabilities Interest expense 1.1 1.1 1.2 Total finance lease cost $ 7.6 $ 7.5 $ 7.9 Total lease cost $ 54.9 $ 51.3 $ 50.1 The components of assets and liabilities for operating and finance leases are as follows (in millions): December 31, Classification 2023 2022 Assets Operating lease right-of-use assets Right-of-use assets $ 98.9 $ 107.6 Finance lease right-of-use assets Property and equipment, net 22.0 26.0 Total lease assets $ 120.9 $ 133.6 Liabilities Operating lease liabilities: Current Current operating lease liabilities $ 29.9 $ 34.4 Non-current Non-current operating lease liabilities 75.5 79.6 Total operating lease liabilities $ 105.4 $ 114.0 Finance lease liabilities: Current Current portion of long-term debt $ 6.6 $ 8.7 Non-current Long-term debt, net of current portion 12.3 16.3 Total finance lease liabilities $ 18.9 $ 25.0 Total lease liabilities $ 124.3 $ 139.0 The following table is a summary of supplemental cash flows related to leases (in millions): Year ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ ( 43.7 ) $ ( 41.4 ) $ ( 41.6 ) Operating cash flows from finance leases ( 1.1 ) ( 1.1 ) ( 1.2 ) Financing cash flows from finance leases ( 10.4 ) ( 17.3 ) ( 9.6 ) Right-of-use assets obtained in exchange for lease obligations: Operating lease right-of-use assets $ 31.5 $ 36.0 $ 23.6 Finance lease right-of-use assets 4.8 6.6 6.7 The following table is the future payments on leases as of December 31, 2023 (in millions): Operating Finance Year ending December 31, leases leases Total 2024 $ 34.8 $ 7.9 $ 42.7 2025 25.4 6.1 31.5 2026 20.0 3.9 23.9 2027 14.4 3.0 17.4 2028 8.3 — 8.3 Thereafter 17.9 — 17.9 Total lease payments 120.8 20.9 141.7 Less: interest ( 15.4 ) ( 2.0 ) ( 17.4 ) Present value of lease liabilities $ 105.4 $ 18.9 $ 124.3 The following table is a summary of weighted average lease terms and discount rates for leases: December 31, 2023 2022 Weighted-average remaining lease term (years) Operating leases 5.2 5.4 Finance leases 2.5 2.8 Weighted-average discount rate Operating leases 5.4 % 4.6 % Finance leases 4.7 % 4.6 % 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 o f 30 to 72 months and are collateralized by a security interest in the related revenue equipment. The Company recognizes income for these leases as payments are received over the lease term, which are reported in purchased freight on the consolidated statements of operations and comprehensive income (loss). The Company’s equipment leases may include options for the lessee to purchase the equipment at the end of the lease term or terminate the lease prior to the end of the lease term. When an asset reaches the end of its useful economic life, the Company disposes of the asset. The Company recorded depreciation expense of $ 23.9 mi llion, $ 25.1 million, and $ 21.5 million on its revenue equipment leased and available for lease to owner-operators under operating leases for the years ended December 31, 2023, 2022, and 2021 , respectively. Lease income from lease payments related to the Company’s operating leases for the years ended December 31, 2023, 2022, and 2021 , was $ 30.5 million, $ 32.4 million, and $ 28.2 million, respectively. The following table is the future minimum receipts on leases as of December 31, 2023 (in millions): Year ending December 31, Amount 2024 $ 34.0 2025 26.0 2026 14.3 2027 7.9 2028 3.9 Thereafter 0.1 Total minimum lease receipts $ 86.2 |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2023 | |
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 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 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 |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
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 at December 31 (in millions): 2023 2022 Prepaid insurance $ 10.2 $ 8.4 Income tax receivable 9.5 13.8 Other prepaids 5.7 2.9 Prepaid licensing, permits and tolls 5.0 5.0 Parts supplies 4.1 4.2 Prepaid highway and fuel taxes 1.2 1.1 Prepaid software 1.0 1.3 Prepaid taxes — 1.2 Total $ 36.7 $ 37.9 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
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 2023, the Company recorded impairment charges to goodwill of $ 13.3 million related to an operating segment within the Specialized Solutions segment. During 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 year ended December 31, 2021. Accumulated impairment as of December 31, 2023 was $ 137.8 million, comprised of $ 42.2 million in the Flatbed Solutions segment and $ 95.6 million in the Specialized Solutions segment. 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. The summary of changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 are as follows (in millions): Flatbed Specialized Solutions Segment Total Goodwill balance at January 1, 2022 $ 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 Impairment — ( 13.3 ) ( 13.3 ) Foreign currency translation adjustment — 0.2 0.2 Goodwill balance at December 31, 2023 $ 59.3 $ 64.9 $ 124.2 During 2023, the Company recorded an impairment charge of $ 1.5 million to trade names related to an operating segment within in the Flatbed Solutions segment and recorded impairment charge s of $ 1.8 million consisting of $ 1.4 million related to trade names and $ 0.4 million related to customer relationships related to an operating segment within the Specialized Solutions segment . During 2022, the Company recorded impairment charge s 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. Intangible assets consisted of the following at December 31, 2023 and 2022 (in millions): As of December 31, 2023 As of December 31, 2022 Intangible Accumulated Intangible Intangible Accumulated Intangible Assets Amortization Assets, net Assets Amortization Assets, net Non-competition agreements $ 22.2 $ ( 21.7 ) $ 0.5 $ 21.3 $ ( 21.2 ) $ 0.1 Customer relationships 89.8 ( 65.1 ) 24.7 90.3 ( 59.2 ) 31.1 Trade names 45.5 — 45.5 48.4 — 48.4 Licenses 1.0 — 1.0 1.0 — 1.0 Foreign currency translation adjustment 0.1 — 0.1 — — — Total intangible assets $ 158.6 $ ( 86.8 ) $ 71.8 $ 161.0 $ ( 80.4 ) $ 80.6 As of December 31, 2023, non-competition agreements and customer relationships had weighted average remaining useful lives of 0.9 and 8.0 years, respectively. Amortization expense for intangible assets with definite lives was $ 6.4 million, $ 6.9 million, and $ 6.9 million for the years ended December 31, 2023, 2022, and 2021, respectively. Future estimated amortization expense is as follows (in millions): Non-competition Customer Year ending December 31, Agreements Relationships 2024 $ 0.5 $ 4.0 2025 — 3.2 2026 — 2.8 2027 — 2.8 2028 — 2.7 Thereafter — 9.2 Total $ 0.5 $ 24.7 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
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. The components of property and equipment are as follows at December 31 (in millions): 2023 2022 Revenue equipment $ 697.4 $ 611.3 Revenue equipment leased and available for lease to owner operators 145.6 145.1 Buildings and improvements 63.0 62.4 Furniture and fixtures, office and computer equipment, vehicles and capitalized software development 51.6 40.7 Property and equipment, gross 957.6 859.5 Accumulated depreciation ( 401.5 ) ( 371.2 ) Property and equipment, net $ 556.1 $ 488.3 Total depreciation expense was $ 100.1 million, $ 85.9 million, and $ 81.2 million for the years ended December 31, 2023, 2022, and 2021 , respectively. |
INTEGRATION AND RESTRUCTURING
INTEGRATION AND RESTRUCTURING | 12 Months Ended |
Dec. 31, 2023 | |
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 (the Plan). Our goal is to drive synergies and improve profitability through cost reduction, network optimization and commercial initiatives which will be facilitated by the continued integration of our operating companies into a subset of our highest-performing platform companies. We believe these measures will unite teams across the Company around a culture of close coordination and continuous improvement, providing for opportunistic expansion into incremental services, geographies, and industrial end markets. These efforts provide a preview of the potential of One Daseke , our name for the initiatives through which we are driving the next phase of our Company’s growth - one that benefits from the sharing of best practices, the optimization of processes, and the technology enablement necessary to better engage our customers and drivers. As of December 31, 2023 we h ad nine oper ating segments. The integration and restructuring costs, which we expect to incur over the next several years, may consist of employee-related costs and other transition and termination costs related to restructuring activities. Employee-related costs include severance, tax preparation, and relocation costs, which are accounted for in accordance with ASC 420 Exit or Disposal Cost Obligations . Other transition and termination costs 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 in the consolidated statements of operations and comprehensive income. The Company recorded $ 0.5 million of integration and restructuring expenses primarily related to $ 1.2 million in professional fees partially offset by a $ 0.7 million prior quarter reclassification to acquisition-related transaction expenses, in connection with the Plan in the year ended December 31, 2023, comprised of $ 0.5 million in the Specialized Solutions segment and $ 0 million in the Flatbed Solutions segment. As of December 31, 2023 and 2022, there were no accrued integration and restructuring costs. As of December 31, 2023, we have incurred a cumulative total of $ 2.9 million in integration and restructuring costs since inception of the Plan. |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
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): 2023 2022 Brokerage and escorts $ 13.9 $ 14.1 Unvouchered payables 9.2 9.4 Owner operator deposits 8.5 9.7 Fuel and fuel taxes 3.6 2.7 Other accrued expenses 2.3 5.6 Accrued property taxes and sales taxes payable 1.1 2.4 Interest 1.0 1.0 Share repurchase excise taxes 0.1 — Total $ 39.7 $ 44.9 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2023 | |
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): 2023 2022 Term Loan Facility $ 320.0 $ 393.0 ABL Facility — — Equipment and real estate term loans 319.6 249.1 Finance lease liabilities 18.9 25.0 Total debt and finance lease liabilities 658.5 667.1 Less current portion ( 90.7 ) ( 78.4 ) Less unamortized deferred financing fees ( 4.3 ) ( 6.4 ) Long-term debt and finance lease liabilities, less current portion and unamortized deferred financing fees $ 563.5 $ 582.3 Term Loan Facility The Company has 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, Daseke Companies, Inc., a wholly-owned subsidiary of 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. On May 2, 2023, the Term Loan Borrower entered into Amendment No. 4 to Term Loan Agreement (the Term Loan Amendment) with the Term Loan Agent. Under the Term Loan Amendment, the Term Loan Borrower and the Term Loan Agent elected to transition from a LIBOR-based reference rate with a term Secured Overnight Financing Rate (SOFR) based reference rate, relying on the existing fallback provisions contained in the Term Loan Agreement. In connection with the transition from LIBOR to term SOFR, term SOFR loans will be subject to a spread adjustment of 0.11448 % per annum for term SOFR loans with an interest period of one month ’s duration, 0.26161 % per annum for term SOFR loans with an interest period of three months ’ duration, and 0.42826 % per annum for term SOFR loans with an interest period of six months ’ duration (such spread adjustments, the Term SOFR Adjustment). The term loans are, at the Company’s election from time to time, comprised of (x) alternate base rate loans or term SOFR loans, with the applicable margins of interest being an alternate base rate (subject to a 1.75 % floor) plus 3.00 % per annum and (y) term SOFR rate (subject to a 0.75 % floor) plus 4.00 % per annum plus the applicable Term SOFR Adjustment. During the second and third quarters of 2023, the Company made voluntary $ 50.0 million and $ 20.0 million cash prepayments of the Term Loan Facility , respectively, and accordingly wrote off $ 0.7 million and $ 0.3 million in deferred financing fees , respectively. The Term Loan Facility has an outstanding balance o f $ 320.0 million as of December 31, 2023. As of December 31, 2023 and 2022, the interest rate on the Term Loan Facility was 9.47 % and 8.39 %, 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 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 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, 2023 , 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 (the ABL Agent) and the lenders party thereto. 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, 2023, the Company had no borrowings , $ 20.5 million in letters of credit outstanding, and could incur approximatel y $ 93.6 million of additional indebtedness under the ABL Facility, assuming the qualified collateral calculated as of this date. On June 30, 2023, the administrator of LIBOR ceased publication of LIBOR as a reference rate for all available interest rate tenors. The ABL Facility contained fallback provisions to a term SOFR based reference rate in the event of such occurrence. Accordingly, as of June 30, 2023, all loans under the ABL Facility may be comprised of (x) alternate base rate loans or (y) term SOFR loans, with the applicable margins of interest set forth in the table below. 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 Term SOFR 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 % In connection with the transition from LIBOR to term SOFR, term SOFR loans will be subject to an additional spread adjustment between 0.03839 % per annum and 0.42826 % per annum depending on the applicable interest period of such term SOFR loan. At December 31, 2023, the interest rate on the ABL Facility wa s 9.00 %. 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, 2023, the Company was in compliance with all covenants contained in the ABL Facility. Equipment and Real Estate Loans As of December 31, 2023, the Company had term loans collateralized by equipment in the aggregate amount of $ 319.6 million with 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 December 2030. As of December 31, 2023, the weighted average interest rate was 5.5 %. 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. Finance Leases The Company leases certain equipment under long-term finance lease agreements that expire on various dates through December 2026. See Note 2 for information on finance leases. Future principal payments on long-term debt (excluding future payments on finance leases which are disclosed in Note 2) are as follows (in millions): Year ending December 31, Term Loan Facility Equipment Loans Total 2024 $ — $ 84.1 $ 84.1 2025 — 80.7 80.7 2026 — 73.4 73.4 2027 — 48.9 48.9 2028 320.0 23.8 343.8 Thereafter — 8.7 8.7 Total long-term debt $ 320.0 $ 319.6 $ 639.6 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
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): 2023 2022 2021 Current: Federal $ 5.0 $ 6.2 $ 4.6 State 3.7 1.6 5.4 Foreign 0.5 1.2 0.9 Total current taxes 9.2 9.0 10.9 Deferred: Federal ( 2.2 ) 8.7 11.0 State ( 1.9 ) 0.2 3.4 Foreign 2.2 1.7 0.7 Total deferred taxes ( 1.9 ) 10.6 15.1 Income tax expense $ 7.3 $ 19.6 $ 26.0 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): 2023 2022 2021 Income tax expense at United States statutory income tax rate $ ( 2.2 ) $ 14.6 $ 17.2 Federal income tax effects of: State income tax expense, net of federal benefit 1.4 1.0 6.9 Impairment of goodwill 2.8 1.2 — Foreign tax rate differential 0.4 0.5 0.3 Driver per diem 1.0 — — Global intangible low-taxed income inclusion 0.4 0.7 — Other nondeductible expenses 0.4 0.7 ( 0.1 ) Nondeductible officer compensation 1.8 1.6 1.8 Write-off of foreign deferred tax assets — 10.5 — Change in valuation allowance — ( 10.2 ) — Change in fair value of warrant liability — ( 1.0 ) ( 0.3 ) Stock compensation 0.2 0.1 ( 0.5 ) Tax credits ( 0.2 ) ( 0.1 ) ( 0.1 ) Return-to-provision adjustments ( 0.3 ) 0.1 0.3 Other 1.6 ( 0.1 ) 0.5 Income tax expense $ 7.3 $ 19.6 $ 26.0 Effective tax rate ( 70.2 )% 28.1 % 31.7 % The decrease in the effective tax rate for the year ended December 31, 2023 compared to the year ended December 31, 2022 is primarily due to the impact of various nondeductible items on pretax loss which resulted in taxable income, primarily related to goodwill impairment, as well as officer compensation and other expenses. 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): 2023 2022 Deferred tax assets Accrued expenses $ 7.7 $ 6.8 Vacation accrual 0.7 0.5 Accounts receivable 1.1 0.8 Net operating losses 0.7 0.4 Deferred start-up costs 0.9 1.0 Stock based compensation 3.5 3.5 Operating lease liabilities 26.8 28.8 Interest expense limitation carryforward 11.9 6.1 53.3 47.9 Valuation allowance ( 0.4 ) ( 0.3 ) Total deferred tax assets 52.9 47.6 Deferred tax liabilities Prepaid expenses ( 4.1 ) ( 3.2 ) Intangible assets ( 14.5 ) ( 15.9 ) Property and equipment ( 102.5 ) ( 96.2 ) Right of use asset ( 25.4 ) ( 27.3 ) Total deferred tax liabilities ( 146.5 ) ( 142.6 ) Net deferred tax liability $ ( 93.6 ) $ ( 95.0 ) As of December 31, 2023, the Company’s valuation allowance was $ 0.4 million against a portion of state net operating losses, that, in the judgment of management, are not more-likely-than-not to be realized. As of December 31, 2022, the Company’s valuation allowance was $ 0.3 million against a portion of state net operating losses, that, in the judgment of management, were not more-likely-than-not to be realized. The current year increase relates to additional valuation recorded on state net operating losses not expected to be realized prior to expiration. 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, 2023 , 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 $ 0.7 million. These loss carryforwards begin expiring in 2028. The Company had no uncertain tax positions as of December 31, 2023 and 2022 . The Company is no longer subject to United States federal income tax examinations by tax authorities for years before 2020; however, federal net operating loss carry forwards from years prior to 2020 that were utilized in 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 2020; however, state and foreign net operating loss carryforwards from years prior to 2020 that were utilized in 2021 and 2022 remain subject to review and adjustment by tax authorities. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
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 w as $ 1.3 m illion, $ 1.3 million, and $ 1.9 million for the years ended December 31, 2023, 2022, and 2021 , respectively. Future minimum lease payments under non-cancelable related party operating leases are as follows (in millions): Office and Year ending December 31, Terminals 2024 $ 1.2 2025 1.2 2026 1.2 2027 1.1 2028 0.3 Thereafter — Total $ 5.0 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, 2023 | |
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, 2023 , the Company has 4.0 million shares of common stock reserved for future issuances of equity awards under the Company’s 2017 Omnibus Incentive Plan, based on the current estimate of the potential number of shares that may be issued from outstanding awards. 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. In May 2023, the Company redeemed all 20,000 shares of issued and outstanding Series B-1 perpetual preferred stock by paying $ 20.3 million in cash, which consisted of $ 20.0 million liquidation preference, plus $ 0.3 million in accrued and unpaid dividends. 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, 2023 | |
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, 2023, the Company ha s 4.0 million shares of common stock available for issuance under the Incentive Plan, based on the current estimate of the potential number of shares that may be issued from outstanding awards . This figure would decrease by approximately 0.8 million shares if outstanding PSU awards were issued at maximum. 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 $ 8.5 million, $ 11.5 million, and $ 8.6 million for the years ended December 31, 2023, 2022, and 2021, respectively. These expenses are included as a component of salaries, wages and employee benefits on the accompanying consolidated statements of operations and comprehensive income (loss). Stock-based compensation cost 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, 2023 , there was $ 0 , $ 3.4 million, and $ 2.6 million of unrecognized stock-based compensation expense related to stock options, restricted stock units (RSUs) and performance stock units (PSUs) (both equity and liability awards), respectively. This expense will be recognized over the weighted average periods of 1 .8 years for RSUs and 1 . 9 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 1,563,662 3 - 5 years $ 6.53 $ 4.41 Total 1,613,662 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, 2023, and the changes during the year ended December 31, 2023 are as follows: Shares Weighted Weighted Aggregate Outstanding as of January 1, 2023 1,864,822 $ 6.71 5.8 $ 3.2 Granted — — Exercised ( 103,000 ) 1.41 Forfeited or expired ( 148,160 ) 11.21 Outstanding as of December 31, 2023 1,613,662 $ 6.63 4.8 $ 4.4 Exercisable as of December 31, 2023 1,611,662 $ 6.64 4.8 $ 4.4 Vested and expected to vest as of December 31, 2023 1,613,662 $ 6.63 4.8 $ 4.4 The stock options’ maximum contract term is ten years . There were no options granted during the year ended December 31, 2023, 2022, and 2021. The intrinsic value of options exercised for the year ended December 31, 2023, 2022, and 2021 was $ 0.6 million, $ 0.2 million, and $ 0.5 million, respectively. The summary of the status of nonvested shares as of December 31, 2023, and the changes during the year ended December 31, 2023 are as follows: Shares Weighted Non-vested at January 1, 2023 296,052 $ 4.46 Granted — — Vested ( 292,552 ) 4.48 Forfeited or expired ( 1,500 ) 4.14 Non-vested at December 31, 2023 2,000 $ 1.28 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 970,867 135,324 1 year $ 5.69 Employee Group 3,319,793 806,586 1 year - 3 years $ 5.58 Total 941,910 A summary of restricted stock unit awards activity under the Plan as of December 31, 2023, and the changes during the year ended December 31, 2023 are as follows: Units Weighted Non-vested as of January 1, 2023 1,097,586 $ 7.89 Granted 544,942 4.86 Vested ( 606,317 ) 8.83 Forfeited ( 94,301 ) 7.89 Non-vested as of December 31, 2023 941,910 $ 5.59 The total fair value of RSUs granted during the years ended December 31, 2023, 2022, and 2021 was $ 2.6 million, $ 5.6 million, and $ 4.6 million, respectively. The total fair value of RSUs vested during the years ended December 31, 2023, 2022, and 2021 was $ 3.7 million, $ 1.8 million, and $ 3.8 million, respectively. Performance Stock Units As of December 31, 2023 , the Company had 961,377 t otal PSUs outstanding, of which 419,941 were classified as equity and 541,436 were classified as liabilities. There are 541,436 PSUs classified as liabilities in which the vestin g can range fro m 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, 2023, the Company currently expects that these PSUs will vest at 100 % . 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. There are 37,501 PSUs classified as equity in which the performance targets have been achieved, but are still subject to time-vesting. In addition, there are 382,440 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 three year period and subject to final vesting based on the participant’s continued employment through the end of the requisite service period. As of December 31, 2023, the Company currently expects that these PSUs will vest at 100%. The fair value of these PSUs is equal to the market value of the common stock on the grant date . 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, 2023, and the changes during the year ended December 31, 2023 are as follows: Units Weighted Non-vested equity-classified as of January 1, 2023 1,075,487 $ 7.11 Granted 382,440 5.10 Reclassified from liability to equity 475,000 5.16 Vested ( 1,493,700 ) 6.53 Forfeited ( 19,286 ) 5.99 Non-vested equity-classified as of December 31, 2023 419,941 $ 5.18 The total weighted average fair value of equity-classified PSUs granted or reclassified from liability to equity during the years ended December 31, 2023, 2022, and 2021 was $ 4.4 million, $ 0.3 million, and $ 8.9 million, respectively. As discussed earlier, as of December 31, 2023, there were also 541,436 PSUs classified as liabilities as a result of subjectivity in the vesting conditions. As of December 31, 2023, the total fair value of those liability-classified awards was approximately $ 4.4 million, of which $ 3.4 million was recorded as a liability within accrued payroll, benefits and related taxes on the consolidated balance sheet and $ 0.2 million was recorded as a liability within non-current liabilities on the consolidated balance sheet. As of December 31, 2023, the unrecognized stock-based compensation expense related to these liability-classified PSUs was $ 0.8 million. This liability will be remeasured at each period-end until the earlier of the vesting date or the date it becomes reclassified to equity. Proposed Merger As discussed in Note 1, the Company entered into the Merger Agreement on December 22, 2023. Pursuant to the Merger Agreement, at the Effective Time: · each option to purchase shares of Common Stock (a Company Option) that is outstanding immediately prior to the Effective Time will automatically vest (if unvested) and be canceled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the total number of shares of Common Stock subject to such Company Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option (meaning that any Company Option with an exercise price per share equal to or greater than the Merger Consideration will be canceled without any cash payment being made in respect thereof); · each outstanding Company restricted stock unit that vests solely on the basis of time (a Company RSU) that is vested or will become vested at the Effective Time automatically in accordance with its terms solely as a result of the consummation of the transactions contemplated by the Merger Agreement will be canceled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Common Stock subject to such Company RSU and (ii) the Merger Consideration; · except as otherwise agreed by the holder of the Company RSU and Parent, each unvested outstanding Company RSU will be converted into a time-based restricted stock unit of Parent (a Parent RSU), based on the exchange ratio specified in the Merger Agreement (the Exchange Ratio), with the same terms applicable to such Company RSU immediately prior to the Effective Time; · each outstanding Company performance stock unit that vests on the basis of time and the achievement of performance targets (a Company PSU) that is vested or will become vested at the Effective Time automatically in accordance with its terms solely as a result of the consummation of the transactions contemplated by the Merger Agreement will be canceled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Common Stock subject to such Company PSU (as determined in accordance with the terms of the applicable award agreement) and (ii) the Merger Consideration; and · except as otherwise agreed by the holder of the Company PSU and Parent, each unvested outstanding Company PSU will be converted into a Parent RSU, based on the Exchange Ratio and assuming target performance, with the same terms applicable to the Company RSUs immediately prior to the Effective Time (except that it will cliff vest on the date that would have been the end of the performance period under the terms applicable to such Company PSU immediately prior to the Effective Time). |
DEFINED CONTRIBUTION PLAN
DEFINED CONTRIBUTION PLAN | 12 Months Ended |
Dec. 31, 2023 | |
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 $ 5.6 million, $ 5.8 million, and $ 5.7 million for the years ended December 31, 2023, 2022, and 2021 , respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022 totaling approximately $ 21.2 million and $ 24.9 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, 2023 | |
Segment Reporting [Abstract] | |
REPORTABLE SEGMENTS | NOTE 16 – REPORTABLE SEGMENTS 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 $ 5.5 million, $ 2.7 million, and $ 4.8 million for the Flatbed Solutions segment for the years ended December 31, 2023, 2022, and 2021 , respectively. Intersegment revenues and expenses totaled $ 5.9 million, $ 7.9 million, and $ 7.4 million for the Specialized Solutions segment for the years ended December 31, 2023, 2022, and 2021, respectively. The following table reflects certain financial data of the Company’s reportable segments for the years ended December 31, 2023, 2022, and 2021 (in millions): Flatbed Specialized Consolidated Solutions Segment Solutions Segment Total Year Ended December 31, 2023 Total revenue $ 644.9 $ 924.5 $ 1,569.4 Company freight 177.9 477.0 654.9 Owner operator freight 282.3 140.0 422.3 Brokerage 87.7 154.4 242.1 Logistics 4.8 55.1 59.9 Fuel surcharge 92.2 98.0 190.2 Income from operations 7.9 28.3 36.2 Depreciation 47.8 52.3 100.1 Amortization of intangible assets 2.4 4.0 6.4 Impairment 1.5 16.4 17.9 Restructuring — 0.5 0.5 Non-cash operating lease expense ( 0.1 ) — ( 0.1 ) Interest expense 21.7 30.5 52.2 Total property and equipment additions 69.3 118.4 187.7 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 Income from operations 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 Total property and equipment additions 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 Income from operations 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 Total property and equipment additions 37.9 80.5 118.4 A measure of assets is not applicable, as segment assets are not regularly reviewed by the chief operating decision maker for evaluating performance or allocating resources. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023, 2022 and 2021 shares of the Company’s 7.625 % Series A Convertible Cumulative Preferred Stock (Series A Preferred Stock) were not included in the computation of diluted earnings per share as their effects were anti-dilutive. For the year ended December 31, 2023, all outstanding equity awards discussed in Note 13 were not included in the computation of diluted earnings per share as their effects were anti-dilutive. For the years ended December 31, 2022 and 2021, approximately 1.0 million and 1.3 million shares of common stock issuable upon exercise of outstanding stock options, respectively, were not included in the computation of diluted earnings per share as their exercise price was greater than the average market price of the common stock. 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) 2023 2022 2021 Numerator: Net income (loss) $ ( 17.7 ) $ 50.2 $ 56.0 Less Series A Preferred Stock dividends ( 5.0 ) ( 5.0 ) ( 5.0 ) Less Series B Preferred Stock dividends ( 4.3 ) ( 0.7 ) — Net income (loss) attributable to common stockholders ( 27.0 ) 44.5 51.0 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 $ ( 27.0 ) $ 44.4 $ 50.6 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 stockholders - two class method $ ( 27.0 ) $ 44.4 $ 50.6 Denominator: Denominator for basic EPS - weighted-average shares 45,822,936 60,459,451 63,744,456 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 45,822,936 63,283,502 65,409,258 Basic earnings (loss) per share $ ( 0.59 ) $ 0.73 $ 0.79 Diluted earnings (loss) per share $ ( 0.59 ) $ 0.70 $ 0.77 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 – SUBSEQUENT EVENTS Subsequent to December 31, 2023, the Company made a voluntary $ 10.0 million cash prepayment of the Term Loan facility. |
NATURE OF OPERATIONS AND SUMM_2
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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. |
Proposed Merger | Proposed Merger On December 22, 2023, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with TFI International Inc. (TFI International) and Diocletian MergerCo, Inc, a wholly owned subsidiary of TFI International (Acquisition Sub). Pursuant to the Merger Agreement and subject to the conditions therein, (i) Acquisition Sub will be merged with and into the Company, with the Company surviving the Merger as an indirect, wholly-owned subsidiary of TFI International (the Merger) and (ii) Daseke common stockholders will receive $ 8.30 per share in cash for each share of common stock owned immediately prior to the effective time of the Merger. The transaction is expected to close in the beginning of the second quarter of 2024, subject to the Company’s common stockholder approval, regulatory approvals and other customary closing conditions. Closing is not subject to any financing condition. If the Merger is consummated, the Company’s common stock will be delisted from NASDAQ and deregistered under the Exchange Act, Daseke will cease to be a publicly traded company, and the Company will operate its portfolio of brands as part of TFI International’s Truckload segment. |
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 credit losses. The Company establishes an allowance for credit losses based on a periodic review of its outstanding receivables and consideration of historical experience and reasonable and supportable forecasts. 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 credit losses is as follows (in millions): Year Ended December 31, 2023 2022 Beginning balance $ 2.3 $ 2.1 Credit loss expense — 0.7 Write-off, less recoveries ( 0.5 ) ( 0.5 ) Ending balance $ 1.8 $ 2.3 |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents are defined as short-term investments that have an original maturity of three months or less at the date of purchase and are readily convertible into cash. The Company maintains cash in several banks and, at times, the balances may exceed federally insured limits. The Company does not believe it is exposed to any material credit risk on cash. The Company has a money market account with balances of $ 53.8 mil lion and $ 113.7 million, as of December 31, 2023 and 2022 , 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 flows 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. During 2023, the Company recognized impairments of $ 1.0 million related to property and equipment within certain asset groups. There were no impairments related to property and equipment during 2022 or 2021. |
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. 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 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, 2023, 2022 and 2021 . |
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 (loss). The Company had no uncertain tax positions as of December 31, 2023 and 2022 . |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk include accounts receivable. One cust omer represented approximately 10 % of trade accounts receivable as of December 31, 2023 and 2022. No single customer represented 10% or greater of total revenue for the year ended December 31, 2023 and 2022 . |
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, 2023 and 2022, the balance of deferred finance charges was $ 4.3 million and $ 6.4 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, 2023, 2022, and 2021 totaled $ 2.1 m illion, $ 1.3 million, and $ 2.9 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. There was no warrant liability as of December 31, 2023 and 2022 . 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, 2023 2022 2021 Balance at beginning of period $ — $ 2.0 $ 2.7 Change in fair value — ( 2.0 ) ( 0.7 ) Balance at end of period $ — $ — $ 2.0 |
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 (loss). 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, 2023 and 2022 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 | 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 June 2016, the Financial Accounting Standards Board (the FASB) issued Accounting Standard Update (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” 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. In addition, in March 2022, the FASB issued ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures to improve the decision usefulness of information provided to investors concerning certain loan refinancings, restructurings and writeoffs. The Company adopted these ASUs as of January 1, 2023. The adoption did not have a material impact on the Company’s consolidated financial statements. I n November 2023, the FASB issued ASU No. 2023-07 to improve segment disclosure requirements under ASC 280, Segment Reporting, through enhancing disclosures about significant segment expenses. The guidance requires companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker and other segment expenses included in each reported measure of segment profitability. The ASU also enhances interim segment reporting requirements by aligning interim disclosures with information that must be disclosed annually in accordance with ASC 280. The ASU will be effective beginning in 2024 for annual disclosures, and in 2025 for interim disclosures. Early adoption is permitted. The new guidance must be applied retrospectively to all prior periods presented in the financial statements, with the significant segment expense and other segment item amounts disclosed based on categories identified in the period of adoption. The Company is evaluating the impacts this ASU will have on our financial statements and related disclosures. In December 2023, the FASB issued ASU No. 2023-09 to improve income tax disclosure requirements under ASC 740, Income Taxes. The guidance requires entities to provide disaggregated information about a reporting entity’s effective tax rate reconciliation and about income taxes paid. The ASU will be effective for annual periods beginning after December 15, 2024. The guidance can be applied on a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impacts this ASU will have on our financial statements and related disclosures. |
NATURE OF OPERATIONS AND SUMM_3
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of Changes in the allowance for doubtful accounts | Changes in the allowance for credit losses is as follows (in millions): Year Ended December 31, 2023 2022 Beginning balance $ 2.3 $ 2.1 Credit loss expense — 0.7 Write-off, less recoveries ( 0.5 ) ( 0.5 ) Ending balance $ 1.8 $ 2.3 |
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 |
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, 2023 2022 2021 Balance at beginning of period $ — $ 2.0 $ 2.7 Change in fair value — ( 2.0 ) ( 0.7 ) Balance at end of period $ — $ — $ 2.0 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 2022 2021 Operating lease cost Revenue equipment Operations and maintenance $ 27.4 $ 27.7 $ 25.5 Real estate Administrative 16.3 13.6 14.9 Variable lease cost Operations and maintenance, and Administrative 2.0 1.3 0.9 Short-term lease cost Operations and maintenance, and Administrative 1.6 1.2 0.9 Total operating lease cost $ 47.3 $ 43.8 $ 42.2 Finance lease cost Amortization of right-of-use assets Depreciation and amortization $ 6.5 $ 6.4 $ 6.7 Interest on lease liabilities Interest expense 1.1 1.1 1.2 Total finance lease cost $ 7.6 $ 7.5 $ 7.9 Total lease cost $ 54.9 $ 51.3 $ 50.1 |
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 2023 2022 Assets Operating lease right-of-use assets Right-of-use assets $ 98.9 $ 107.6 Finance lease right-of-use assets Property and equipment, net 22.0 26.0 Total lease assets $ 120.9 $ 133.6 Liabilities Operating lease liabilities: Current Current operating lease liabilities $ 29.9 $ 34.4 Non-current Non-current operating lease liabilities 75.5 79.6 Total operating lease liabilities $ 105.4 $ 114.0 Finance lease liabilities: Current Current portion of long-term debt $ 6.6 $ 8.7 Non-current Long-term debt, net of current portion 12.3 16.3 Total finance lease liabilities $ 18.9 $ 25.0 Total lease liabilities $ 124.3 $ 139.0 |
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, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ ( 43.7 ) $ ( 41.4 ) $ ( 41.6 ) Operating cash flows from finance leases ( 1.1 ) ( 1.1 ) ( 1.2 ) Financing cash flows from finance leases ( 10.4 ) ( 17.3 ) ( 9.6 ) Right-of-use assets obtained in exchange for lease obligations: Operating lease right-of-use assets $ 31.5 $ 36.0 $ 23.6 Finance lease right-of-use assets 4.8 6.6 6.7 |
Summary of Future payments on leases, Operating and Finance lease | The following table is the future payments on leases as of December 31, 2023 (in millions): Operating Finance Year ending December 31, leases leases Total 2024 $ 34.8 $ 7.9 $ 42.7 2025 25.4 6.1 31.5 2026 20.0 3.9 23.9 2027 14.4 3.0 17.4 2028 8.3 — 8.3 Thereafter 17.9 — 17.9 Total lease payments 120.8 20.9 141.7 Less: interest ( 15.4 ) ( 2.0 ) ( 17.4 ) Present value of lease liabilities $ 105.4 $ 18.9 $ 124.3 |
Summary of weighted average lease term and discount rate for leases | The following table is a summary of weighted average lease terms and discount rates for leases: December 31, 2023 2022 Weighted-average remaining lease term (years) Operating leases 5.2 5.4 Finance leases 2.5 2.8 Weighted-average discount rate Operating leases 5.4 % 4.6 % Finance leases 4.7 % 4.6 % |
Schedule of future minimum receipts on leases | The following table is the future minimum receipts on leases as of December 31, 2023 (in millions): Year ending December 31, Amount 2024 $ 34.0 2025 26.0 2026 14.3 2027 7.9 2028 3.9 Thereafter 0.1 Total minimum lease receipts $ 86.2 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of purchase price allocation of net assets | The following is a summary of the 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 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 at December 31 (in millions): 2023 2022 Prepaid insurance $ 10.2 $ 8.4 Income tax receivable 9.5 13.8 Other prepaids 5.7 2.9 Prepaid licensing, permits and tolls 5.0 5.0 Parts supplies 4.1 4.2 Prepaid highway and fuel taxes 1.2 1.1 Prepaid software 1.0 1.3 Prepaid taxes — 1.2 Total $ 36.7 $ 37.9 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022 are as follows (in millions): Flatbed Specialized Solutions Segment Total Goodwill balance at January 1, 2022 $ 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 Impairment — ( 13.3 ) ( 13.3 ) Foreign currency translation adjustment — 0.2 0.2 Goodwill balance at December 31, 2023 $ 59.3 $ 64.9 $ 124.2 |
Schedule of Intangible Assets | Intangible assets consisted of the following at December 31, 2023 and 2022 (in millions): As of December 31, 2023 As of December 31, 2022 Intangible Accumulated Intangible Intangible Accumulated Intangible Assets Amortization Assets, net Assets Amortization Assets, net Non-competition agreements $ 22.2 $ ( 21.7 ) $ 0.5 $ 21.3 $ ( 21.2 ) $ 0.1 Customer relationships 89.8 ( 65.1 ) 24.7 90.3 ( 59.2 ) 31.1 Trade names 45.5 — 45.5 48.4 — 48.4 Licenses 1.0 — 1.0 1.0 — 1.0 Foreign currency translation adjustment 0.1 — 0.1 — — — Total intangible assets $ 158.6 $ ( 86.8 ) $ 71.8 $ 161.0 $ ( 80.4 ) $ 80.6 |
Schedule of Future Estimated Amortization Expense | Future estimated amortization expense is as follows (in millions): Non-competition Customer Year ending December 31, Agreements Relationships 2024 $ 0.5 $ 4.0 2025 — 3.2 2026 — 2.8 2027 — 2.8 2028 — 2.7 Thereafter — 9.2 Total $ 0.5 $ 24.7 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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): 2023 2022 Revenue equipment $ 697.4 $ 611.3 Revenue equipment leased and available for lease to owner operators 145.6 145.1 Buildings and improvements 63.0 62.4 Furniture and fixtures, office and computer equipment, vehicles and capitalized software development 51.6 40.7 Property and equipment, gross 957.6 859.5 Accumulated depreciation ( 401.5 ) ( 371.2 ) Property and equipment, net $ 556.1 $ 488.3 |
ACCRUED EXPENSES AND OTHER LI_2
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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): 2023 2022 Brokerage and escorts $ 13.9 $ 14.1 Unvouchered payables 9.2 9.4 Owner operator deposits 8.5 9.7 Fuel and fuel taxes 3.6 2.7 Other accrued expenses 2.3 5.6 Accrued property taxes and sales taxes payable 1.1 2.4 Interest 1.0 1.0 Share repurchase excise taxes 0.1 — Total $ 39.7 $ 44.9 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Long-Term Debt, Current and Noncurrent [Abstract] | |
Schedule of long term debt | Long-term debt consists of the following at December 31 (in millions): 2023 2022 Term Loan Facility $ 320.0 $ 393.0 ABL Facility — — Equipment and real estate term loans 319.6 249.1 Finance lease liabilities 18.9 25.0 Total debt and finance lease liabilities 658.5 667.1 Less current portion ( 90.7 ) ( 78.4 ) Less unamortized deferred financing fees ( 4.3 ) ( 6.4 ) Long-term debt and finance lease liabilities, less current portion and unamortized deferred financing fees $ 563.5 $ 582.3 |
Schedule of adjustment for margin of line of credit and senior term loan corresponding to RLOC Utilization | RLOC Utilization Base Rate Margins Term SOFR 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 Loans Total 2024 $ — $ 84.1 $ 84.1 2025 — 80.7 80.7 2026 — 73.4 73.4 2027 — 48.9 48.9 2028 320.0 23.8 343.8 Thereafter — 8.7 8.7 Total long-term debt $ 320.0 $ 319.6 $ 639.6 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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): 2023 2022 2021 Current: Federal $ 5.0 $ 6.2 $ 4.6 State 3.7 1.6 5.4 Foreign 0.5 1.2 0.9 Total current taxes 9.2 9.0 10.9 Deferred: Federal ( 2.2 ) 8.7 11.0 State ( 1.9 ) 0.2 3.4 Foreign 2.2 1.7 0.7 Total deferred taxes ( 1.9 ) 10.6 15.1 Income tax expense $ 7.3 $ 19.6 $ 26.0 |
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): 2023 2022 2021 Income tax expense at United States statutory income tax rate $ ( 2.2 ) $ 14.6 $ 17.2 Federal income tax effects of: State income tax expense, net of federal benefit 1.4 1.0 6.9 Impairment of goodwill 2.8 1.2 — Foreign tax rate differential 0.4 0.5 0.3 Driver per diem 1.0 — — Global intangible low-taxed income inclusion 0.4 0.7 — Other nondeductible expenses 0.4 0.7 ( 0.1 ) Nondeductible officer compensation 1.8 1.6 1.8 Write-off of foreign deferred tax assets — 10.5 — Change in valuation allowance — ( 10.2 ) — Change in fair value of warrant liability — ( 1.0 ) ( 0.3 ) Stock compensation 0.2 0.1 ( 0.5 ) Tax credits ( 0.2 ) ( 0.1 ) ( 0.1 ) Return-to-provision adjustments ( 0.3 ) 0.1 0.3 Other 1.6 ( 0.1 ) 0.5 Income tax expense $ 7.3 $ 19.6 $ 26.0 Effective tax rate ( 70.2 )% 28.1 % 31.7 % |
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): 2023 2022 Deferred tax assets Accrued expenses $ 7.7 $ 6.8 Vacation accrual 0.7 0.5 Accounts receivable 1.1 0.8 Net operating losses 0.7 0.4 Deferred start-up costs 0.9 1.0 Stock based compensation 3.5 3.5 Operating lease liabilities 26.8 28.8 Interest expense limitation carryforward 11.9 6.1 53.3 47.9 Valuation allowance ( 0.4 ) ( 0.3 ) Total deferred tax assets 52.9 47.6 Deferred tax liabilities Prepaid expenses ( 4.1 ) ( 3.2 ) Intangible assets ( 14.5 ) ( 15.9 ) Property and equipment ( 102.5 ) ( 96.2 ) Right of use asset ( 25.4 ) ( 27.3 ) Total deferred tax liabilities ( 146.5 ) ( 142.6 ) Net deferred tax liability $ ( 93.6 ) $ ( 95.0 ) |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 2024 $ 1.2 2025 1.2 2026 1.2 2027 1.1 2028 0.3 Thereafter — Total $ 5.0 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 1,563,662 3 - 5 years $ 6.53 $ 4.41 Total 1,613,662 |
Schedule of summary of option activity under the Plan and changes during the period | A summary of option activity as of December 31, 2023, and the changes during the year ended December 31, 2023 are as follows: Shares Weighted Weighted Aggregate Outstanding as of January 1, 2023 1,864,822 $ 6.71 5.8 $ 3.2 Granted — — Exercised ( 103,000 ) 1.41 Forfeited or expired ( 148,160 ) 11.21 Outstanding as of December 31, 2023 1,613,662 $ 6.63 4.8 $ 4.4 Exercisable as of December 31, 2023 1,611,662 $ 6.64 4.8 $ 4.4 Vested and expected to vest as of December 31, 2023 1,613,662 $ 6.63 4.8 $ 4.4 |
The summary of the status of non vested shares during the period | The summary of the status of nonvested shares as of December 31, 2023, and the changes during the year ended December 31, 2023 are as follows: Shares Weighted Non-vested at January 1, 2023 296,052 $ 4.46 Granted — — Vested ( 292,552 ) 4.48 Forfeited or expired ( 1,500 ) 4.14 Non-vested at December 31, 2023 2,000 $ 1.28 |
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 970,867 135,324 1 year $ 5.69 Employee Group 3,319,793 806,586 1 year - 3 years $ 5.58 Total 941,910 |
Summary of restricted stock awards activity under the Plan | A summary of restricted stock unit awards activity under the Plan as of December 31, 2023, and the changes during the year ended December 31, 2023 are as follows: Units Weighted Non-vested as of January 1, 2023 1,097,586 $ 7.89 Granted 544,942 4.86 Vested ( 606,317 ) 8.83 Forfeited ( 94,301 ) 7.89 Non-vested as of December 31, 2023 941,910 $ 5.59 The total fair value of RSUs granted during the years ended December 31, 2023, 2022, and 2021 was $ 2.6 million, $ 5.6 million, and $ 4.6 million, respectively. The total fair value of RSUs vested during the years ended December 31, 2023, 2022, and 2021 was $ 3.7 million, $ 1.8 million, and $ 3.8 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, 2023, and the changes during the year ended December 31, 2023 are as follows: Units Weighted Non-vested equity-classified as of January 1, 2023 1,075,487 $ 7.11 Granted 382,440 5.10 Reclassified from liability to equity 475,000 5.16 Vested ( 1,493,700 ) 6.53 Forfeited ( 19,286 ) 5.99 Non-vested equity-classified as of December 31, 2023 419,941 $ 5.18 |
REPORTABLE SEGMENTS (Tables)
REPORTABLE SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023, 2022, and 2021 (in millions): Flatbed Specialized Consolidated Solutions Segment Solutions Segment Total Year Ended December 31, 2023 Total revenue $ 644.9 $ 924.5 $ 1,569.4 Company freight 177.9 477.0 654.9 Owner operator freight 282.3 140.0 422.3 Brokerage 87.7 154.4 242.1 Logistics 4.8 55.1 59.9 Fuel surcharge 92.2 98.0 190.2 Income from operations 7.9 28.3 36.2 Depreciation 47.8 52.3 100.1 Amortization of intangible assets 2.4 4.0 6.4 Impairment 1.5 16.4 17.9 Restructuring — 0.5 0.5 Non-cash operating lease expense ( 0.1 ) — ( 0.1 ) Interest expense 21.7 30.5 52.2 Total property and equipment additions 69.3 118.4 187.7 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 Income from operations 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 Total property and equipment additions 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 Income from operations 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 Total property and equipment additions 37.9 80.5 118.4 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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) 2023 2022 2021 Numerator: Net income (loss) $ ( 17.7 ) $ 50.2 $ 56.0 Less Series A Preferred Stock dividends ( 5.0 ) ( 5.0 ) ( 5.0 ) Less Series B Preferred Stock dividends ( 4.3 ) ( 0.7 ) — Net income (loss) attributable to common stockholders ( 27.0 ) 44.5 51.0 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 $ ( 27.0 ) $ 44.4 $ 50.6 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 stockholders - two class method $ ( 27.0 ) $ 44.4 $ 50.6 Denominator: Denominator for basic EPS - weighted-average shares 45,822,936 60,459,451 63,744,456 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 45,822,936 63,283,502 65,409,258 Basic earnings (loss) per share $ ( 0.59 ) $ 0.73 $ 0.79 Diluted earnings (loss) per share $ ( 0.59 ) $ 0.70 $ 0.77 |
NATURE OF OPERATIONS AND SUMM_4
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Proposed Merger (Details) | Dec. 22, 2023 $ / shares |
TFI International Inc | |
Restructuring Cost and Reserve [Line Items] | |
Daseke common stockholders shares | $ 8.3 |
NATURE OF OPERATIONS AND SUMM_5
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Changes in the allowance for doubtful accounts | |||
Beginning balance | $ 2.3 | $ 2.1 | |
Bad debt expense (recovery) | 0 | 0.7 | $ (0.3) |
Write-off, less recoveries | (0.5) | (0.5) | |
Ending balance | 1.8 | 2.3 | $ 2.1 |
Money market account balance | $ 53.8 | $ 113.7 |
NATURE OF OPERATIONS AND SUMM_6
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Property and Equipment | ||||
Asset impairments | $ 1 | $ 0 | $ 0 | |
Minimum | Buildings and improvements | ||||
Property and Equipment | ||||
Estimated useful lives | 10 years | |||
Minimum | Leasehold improvements | ||||
Property and Equipment | ||||
Estimated useful lives | [1] | 5 years | ||
Minimum | Revenue equipment - tractors, trailers and accessories | ||||
Property and Equipment | ||||
Estimated useful lives | 5 years | |||
Minimum | Revenue equipment leased and available for lease to owner operators | ||||
Property and Equipment | ||||
Estimated useful lives | 5 years | |||
Minimum | Vehicles | ||||
Property and Equipment | ||||
Estimated useful lives | 5 years | |||
Minimum | Furniture and fixtures | ||||
Property and Equipment | ||||
Estimated useful lives | 5 years | |||
Minimum | Office, computer equipment and capitalized software development | ||||
Property and Equipment | ||||
Estimated useful lives | 3 years | |||
Maximum | Buildings and improvements | ||||
Property and Equipment | ||||
Estimated useful lives | 40 years | |||
Maximum | Leasehold improvements | ||||
Property and Equipment | ||||
Estimated useful lives | [1] | 20 years | ||
Maximum | Revenue equipment - tractors, trailers and accessories | ||||
Property and Equipment | ||||
Estimated useful lives | 15 years | |||
Maximum | Revenue equipment leased and available for lease to owner operators | ||||
Property and Equipment | ||||
Estimated useful lives | 15 years | |||
Maximum | Vehicles | ||||
Property and Equipment | ||||
Estimated useful lives | 7 years | |||
Maximum | Furniture and fixtures | ||||
Property and Equipment | ||||
Estimated useful lives | 7 years | |||
Maximum | Office, computer equipment and capitalized software development | ||||
Property and Equipment | ||||
Estimated useful lives | 5 years | |||
[1] (1) or the term of the lease, whichever is shorter |
NATURE OF OPERATIONS AND SUMM_7
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Asset impairments | $ 1 | $ 0 | $ 0 |
NATURE OF OPERATIONS AND SUMM_8
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Leases (Details) | 12 Months Ended |
Dec. 31, 2023 | |
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_9
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Accounting (Details) | 12 Months Ended |
Dec. 31, 2023 | |
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 SUM_10
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Uncertain tax positions | $ 0 | $ 0 |
Customer relationships | ||
Goodwill and Intangible Assets | ||
Estimated useful lives | 8 years | |
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 | 10 months 24 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 SUM_11
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, 2023 | Dec. 31, 2022 | |
Concentrations of Credit Risk | ||
Number of customers | 1 | 1 |
Percentage of concentration risk | 10% | 10% |
NATURE OF OPERATIONS AND SUM_12
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Deferred Financing Fees (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Deferred Financing Fees | $ 4.3 | $ 6.4 | |
Amortization of deferred financing fees | $ 2.1 | $ 1.3 | $ 2.9 |
NATURE OF OPERATIONS AND SUM_13
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in Warrant Liability (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | |
Segment Reporting [Abstract] | |||
Number of Operating Segments | Segment | 9 | ||
Number of Reportable Segments | Segment | 9 | 2 | |
New Accounting Pronouncements | |||
Finance lease right-of-use assets | $ 22 | $ 26 | |
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 at beginning of period | $ 0 | $ 2 | $ 2.7 |
Change in fair value | 0 | (2) | (0.7) |
Balance at end of period | $ 0 | $ 0 | $ 2 |
LEASES - Change in Accounting P
LEASES - Change in Accounting Principle (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
LEASE | |||
Practical expedient, remaining performance obligation option | true | ||
Revenue, practical expedient, incremental costs of obtaining or fulfilling a contract | true | ||
Impairment charge to right-of-use assets relating to operating leases | $ 300,000 | $ 0 | $ 0 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lease cost | |||
Total operating lease cost | $ 47.3 | $ 43.8 | $ 42.2 |
Interest on lease liabilities | 1.1 | 1.1 | 1.2 |
Total finance lease cost | 7.6 | 7.5 | 7.9 |
Total lease cost | 54.9 | 51.3 | 50.1 |
Operations and maintenance | Revenue equipment | |||
Lease cost | |||
Total operating lease cost | 27.4 | 27.7 | 25.5 |
Administrative expense | Real estate | |||
Lease cost | |||
Total operating lease cost | 16.3 | 13.6 | 14.9 |
Operations and maintenance, and Administrative | |||
Lease cost | |||
Variable Lease, Cost | 2 | 1.3 | 0.9 |
Short-term Lease, Cost | 1.6 | 1.2 | 0.9 |
Depreciation and amortization | |||
Lease cost | |||
Amortization right-of-use assets | 6.5 | 6.4 | 6.7 |
Interest Expense | |||
Lease cost | |||
Interest on lease liabilities | $ 1.1 | $ 1.1 | $ 1.2 |
LEASES - Components of assets a
LEASES - Components of assets and liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Components of assets and liabilities for operating and finance leases | |||
Right-of-use assets | $ 98.9 | $ 107.6 | |
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 | $ 22 | $ 26 | |
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 | $ 120.9 | $ 133.6 | |
Current | $ 29.9 | $ 34.4 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current | Current | |
Non-current | $ 75.5 | $ 79.6 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Non-current | Non-current | |
Total operating lease liabilities | $ 105.4 | $ 114 | |
Current | $ 6.6 | $ 8.7 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Long-Term Debt, Current Maturities | Long-Term Debt, Current Maturities | |
Non-current | $ 12.3 | $ 16.3 | |
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 | $ 18.9 | $ 25 | |
Total lease liabilities | 124.3 | 139 | |
Operating cash flows from operating leases | (43.7) | (41.4) | $ (41.6) |
Operating cash flows from finance leases | (1.1) | (1.1) | (1.2) |
Financing cash flows from finance leases | (10.4) | (17.3) | (9.6) |
Operating lease right-of-use assets | 31.5 | 36 | 23.6 |
Finance lease right-of-use assets | $ 4.8 | $ 6.6 | $ 6.7 |
LEASES - Future payments on lea
LEASES - Future payments on leases (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2024 | $ 34.8 | |
2025 | 25.4 | |
2026 | 20 | |
2027 | 14.4 | |
2028 | 8.3 | |
Thereafter | 17.9 | |
Total lease payments | 120.8 | |
Less: interest | (15.4) | |
Total operating lease liabilities | 105.4 | $ 114 |
Finance Lease | ||
2024 | 7.9 | |
2025 | 6.1 | |
2026 | 3.9 | |
2027 | 3 | |
2028 | 0 | |
Thereafter | 0 | |
Total lease payments | 20.9 | |
Less: interest | (2) | |
Present value of lease liabilities | 18.9 | 25 |
Total Lease | ||
2024 | 42.7 | |
2025 | 31.5 | |
2026 | 23.9 | |
2027 | 17.4 | |
2028 | 8.3 | |
Thereafter | 17.9 | |
Total lease payments | 141.7 | |
Less: interest | (17.4) | |
Present value of lease liabilities | $ 124.3 | $ 139 |
LEASES - Weighted average lease
LEASES - Weighted average lease term and discount rate (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating leases | 5 years 2 months 12 days | 5 years 4 months 24 days |
Finance leases | 2 years 6 months | 2 years 9 months 18 days |
Operating leases | 5.40% | 4.60% |
Finance leases | 4.70% | 4.60% |
LEASES - Lessor (Details)
LEASES - Lessor (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessor, Lease, Description [Line Items] | |||
Depreciation | $ 100.1 | $ 85.9 | $ 81.2 |
Lease income | $ 30.5 | $ 32.4 | $ 28.2 |
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 | $ 23.9 | $ 25.1 | $ 21.5 |
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, 2023 USD ($) |
Future minimum receipts | |
2024 | $ 34 |
2025 | 26 |
2026 | 14.3 |
2027 | 7.9 |
2028 | 3.9 |
Thereafter | 0.1 |
Total minimum lease receipts | $ 86.2 |
ACQUISITIONS - Additional infor
ACQUISITIONS - Additional information (Details) - SJ Transportation - USD ($) $ in Millions | Mar. 03, 2022 | Dec. 31, 2023 |
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 |
ACQUISITIONS - Schedule of Purc
ACQUISITIONS - Schedule of Purchase Price Allocation of Net Assets - (Details) - SJ Transportation [Member] - USD ($) $ in Millions | Dec. 31, 2023 | 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 |
OTHER CURRENT ASSETS (Details)
OTHER CURRENT ASSETS (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid Insurance | $ 10.2 | $ 8.4 |
Income tax receivable | 9.5 | 13.8 |
Other prepaids | 5.7 | 2.9 |
Prepaid Licensing, permits and tolls | 5 | 5 |
Parts supplies | 4.1 | 4.2 |
Prepaid highway and fuel taxes | 1.2 | 1.1 |
Prepaid Software | 1 | 1.3 |
Prepaid taxes | 0 | 1.2 |
Total | $ 36.7 | $ 37.9 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill | |||
Balance at the beginning of the period | $ 137.3 | $ 140.1 | |
Goodwill acquired | 3.4 | ||
Impairment | (13.3) | (5.7) | $ 0 |
Foreign currency translation adjustment | 0.2 | (0.5) | |
Balance at the end of the period | 124.2 | 137.3 | 140.1 |
Flatbed Solution segment | |||
Goodwill | |||
Balance at the beginning of the period | 59.3 | 59.3 | |
Goodwill acquired | 0 | ||
Impairment | 0 | 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 | 78 | 80.8 | |
Goodwill acquired | 3.4 | ||
Impairment | (13.3) | (5.7) | |
Foreign currency translation adjustment | 0.2 | (0.5) | |
Balance at the end of the period | $ 64.9 | $ 78 | $ 80.8 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Other Intangibles (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets, Net | |||
Intangible Assets | $ 158.6 | $ 161 | |
Accumulated Amortization | (86.8) | (80.4) | |
Intangible Assets, net | 71.8 | 80.6 | |
Foreign currency translation adjustment | 0.1 | 0 | |
Foreign currency translation adjustment, Intangible asset, net | 0.1 | 0 | |
Amortization of intangible assets | 6.4 | 6.9 | $ 6.9 |
Goodwill impairment charges | 13.3 | 5.7 | 0 |
Goodwill, Impaired, Accumulated Impairment Loss | 137.8 | 124.5 | |
Impairment charges | $ 0 | ||
Trade names | |||
Intangible Assets, Net | |||
Intangible Assets | 45.5 | 48.4 | |
Accumulated Amortization | 0 | 0 | |
Intangible Assets, net | 45.5 | 48.4 | |
Impairment charges | 1.4 | 3.5 | |
Non-competition agreements | |||
Intangible Assets, Net | |||
Intangible Assets | 22.2 | 21.3 | |
Accumulated Amortization | (21.7) | (21.2) | |
Intangible Assets, net | $ 0.5 | 0.1 | |
Weighted average remaining useful lives | 10 months 24 days | ||
Future estimated amortization expense | |||
2024 | $ 0.5 | ||
2025 | 0 | ||
2026 | 0 | ||
2027 | 0 | ||
2028 | 0 | ||
Thereafter | 0 | ||
Total | 0.5 | ||
Customer relationships | |||
Intangible Assets, Net | |||
Intangible Assets | 89.8 | 90.3 | |
Accumulated Amortization | (65.1) | (59.2) | |
Intangible Assets, net | $ 24.7 | 31.1 | |
Weighted average remaining useful lives | 8 years | ||
Impairment charges | $ 0.4 | $ 0.2 | |
Future estimated amortization expense | |||
2024 | 4 | ||
2025 | 3.2 | ||
2026 | 2.8 | ||
2027 | 2.8 | ||
2028 | 2.7 | ||
Thereafter | 9.2 | ||
Total | $ 24.7 | ||
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 | Goodwill and Intangible Asset Impairment | |
Impairment charges | $ 1.8 | $ 3.7 | |
Licenses | |||
Intangible Assets, Net | |||
Intangible Assets | 1 | 1 | |
Accumulated Amortization | 0 | 0 | |
Intangible Assets, net | 1 | 1 | |
Flatbed Solution segment | |||
Intangible Assets, Net | |||
Goodwill impairment charges | 0 | 0 | |
Goodwill, Impaired, Accumulated Impairment Loss | 42.2 | 42.2 | |
Flatbed Solution segment | Trade names | |||
Intangible Assets, Net | |||
Impairment charges | 1.5 | ||
Specialized Solutions Segment | |||
Intangible Assets, Net | |||
Goodwill impairment charges | 13.3 | 5.7 | |
Goodwill, Impaired, Accumulated Impairment Loss | $ 95.6 | $ 82.3 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 957.6 | $ 859.5 |
Accumulated depreciation | (401.5) | (371.2) |
Property and equipment, Net | 556.1 | 488.3 |
Revenue equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 697.4 | 611.3 |
Revenue equipment leased and available for lease to owner operators | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 145.6 | 145.1 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 63 | 62.4 |
Furniture and fixtures office and computer equipment vehicles and capitalized software development | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 51.6 | $ 40.7 |
PROPERTY AND EQUIPMENT - Additi
PROPERTY AND EQUIPMENT - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 100.1 | $ 85.9 | $ 81.2 |
INTEGRATION AND RESTRUCTURING (
INTEGRATION AND RESTRUCTURING (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Asset Impairment Charges [Abstract] | |||
Number of operating segments | Segment | 9 | ||
Acquisition-related transaction expenses | $ 1,500,000 | $ 3,800,000 | $ 0 |
Restructuring charges | 500,000 | 2,400,000 | $ 300,000 |
Professional Fees [Member] | |||
Asset Impairment Charges [Abstract] | |||
Restructuring charges | 1,200,000 | ||
Transformation Plan | |||
Asset Impairment Charges [Abstract] | |||
Restructuring charges | 0 | $ 0 | |
Phase First And Second | |||
Asset Impairment Charges [Abstract] | |||
Restructuring charges | 2,900,000 | ||
Plan And Project Pivot | |||
Asset Impairment Charges [Abstract] | |||
Acquisition-related transaction expenses | 700,000 | ||
Restructuring charges | 500,000 | ||
Specialized Solutions Segment | |||
Asset Impairment Charges [Abstract] | |||
Restructuring charges | 500,000 | ||
Flatbed Solution segment | |||
Asset Impairment Charges [Abstract] | |||
Restructuring charges | $ 0 |
ACCRUED EXPENSES AND OTHER LI_3
ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Brokerage and escorts | $ 13.9 | $ 14.1 |
Unvouchered payables | 9.2 | 9.4 |
Owner operator deposits | 8.5 | 9.7 |
Fuel and fuel taxes | 3.6 | 2.7 |
Other accrued expenses | 2.3 | 5.6 |
Accrued property taxes and sales taxes payable | 1.1 | 2.4 |
Interest | 1 | 1 |
Share repurchase excise taxes | 0.1 | 0 |
Total | $ 39.7 | $ 44.9 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Senior Debt | ||
Long-term Debt, Gross | $ 658.5 | $ 667.1 |
Less current portion | (90.7) | (78.4) |
Long-term debt and finance lease liabilities, less current portion and unamortized deferred financing fees | 563.5 | 582.3 |
Term Loan Facility | ||
Senior Debt | ||
Long-term Debt, Gross | 320 | 393 |
ABL Facility | ||
Senior Debt | ||
Long-term Debt, Gross | 0 | 0 |
Senior Debt | ||
Senior Debt | ||
Less current portion | (90.7) | (78.4) |
Less unamortized deferred financing costs | (4.3) | (6.4) |
Equipment and Real Estate Term Loans | ||
Senior Debt | ||
Long-term Debt, Gross | 319.6 | 249.1 |
Finance Lease Liabilities | ||
Senior Debt | ||
Long-term Debt, Gross | $ 18.9 | $ 25 |
LONG-TERM DEBT - Term Loan and
LONG-TERM DEBT - Term Loan and ABL Facility (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||
May 02, 2023 | Aug. 31, 2017 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 29, 2021 | |
LONG-TERM DEBT | |||||||
Outstanding letters of credit | $ 21.2 | $ 24.9 | |||||
Term SOFR | One Months Interest Period | |||||||
LONG-TERM DEBT | |||||||
Basis spread on variable rate | 0.11448% | ||||||
Interest period | 1 month | ||||||
Term SOFR | Three Months Interest Period | |||||||
LONG-TERM DEBT | |||||||
Basis spread on variable rate | 0.26161% | ||||||
Interest period | 3 months | ||||||
Term SOFR | Six Months Interest Period | |||||||
LONG-TERM DEBT | |||||||
Basis spread on variable rate | 0.42826% | ||||||
Interest period | 6 months | ||||||
Term SOFR | Maximum | |||||||
LONG-TERM DEBT | |||||||
Basis spread on variable rate | 0.42826% | ||||||
Term SOFR | Minimum | |||||||
LONG-TERM DEBT | |||||||
Basis spread on variable rate | 0.03839% | ||||||
Senior term loan | |||||||
LONG-TERM DEBT | |||||||
RLOC Utilization trailing period (in months) | 12 months | ||||||
Term Loan Facility | |||||||
LONG-TERM DEBT | |||||||
Cash prepayment | $ 20 | $ 50 | |||||
Write-off of deferred financing fees | $ 0.3 | $ 0.7 | |||||
Term Loan Facility | Base Rate | |||||||
LONG-TERM DEBT | |||||||
Floor rate (as a percent) | 1.75% | ||||||
Basis spread on variable rate | 3% | ||||||
Term Loan Facility | Term SOFR | |||||||
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 | 9.47% | 8.39% | |||||
Outstanding Balance | $ 320 | ||||||
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 | Term SOFR | Less than 33.3% | |||||||
LONG-TERM DEBT | |||||||
Basis spread on variable rate | 1.50% | ||||||
Revolving credit facility | PNC Bank National Association | Term SOFR | 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 | Term SOFR | 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 | $ 93.6 | ||||||
Weighted average interest rate | 9% | ||||||
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 | $ 20.5 | ||||||
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) - Equipment Loans $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) Lender | |
LONG-TERM DEBT | |
Equipment with collateralizes term loans | $ | $ 319.6 |
Weighted average interest rate on term loan | 5.50% |
Number of lenders | Lender | 13 |
Minimum | |
LONG-TERM DEBT | |
Interest rate (as a percent) | 2.60% |
Maximum | |
LONG-TERM DEBT | |
Interest rate (as a percent) | 7.40% |
LONG-TERM DEBT - Future princip
LONG-TERM DEBT - Future principal payments on long-term debt (Details) - BHE Seller notes $ in Millions | Dec. 31, 2023 USD ($) |
Debt Instrument [Line Items] | |
2024 | $ 84.1 |
2025 | 80.7 |
2026 | 73.4 |
2027 | 48.9 |
2028 | 343.8 |
Thereafter | 8.7 |
Total | 639.6 |
Equipment Loans | |
Debt Instrument [Line Items] | |
2024 | 84.1 |
2025 | 80.7 |
2026 | 73.4 |
2027 | 48.9 |
2028 | 23.8 |
Thereafter | 8.7 |
Total | 319.6 |
Term Loan Facility | |
Debt Instrument [Line Items] | |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
2028 | 320 |
Thereafter | 0 |
Total | $ 320 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ 5 | $ 6.2 | $ 4.6 |
State | 3.7 | 1.6 | 5.4 |
Foreign | 0.5 | 1.2 | 0.9 |
Total current taxes | 9.2 | 9 | 10.9 |
Deferred: | |||
Federal | (2.2) | 8.7 | 11 |
State | (1.9) | 0.2 | 3.4 |
Foreign | 2.2 | 1.7 | 0.7 |
Total deferred taxes | (1.9) | 10.6 | 15.1 |
Income tax expense (benefit) | $ 7.3 | $ 19.6 | $ 26 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Effective income tax rate and the U.S. statutory income tax rate | |||
Income tax expense at United States statutory income tax rate | $ (2.2) | $ 14.6 | $ 17.2 |
Federal income tax effects of: | |||
State income tax expense, net of federal benefit | 1.4 | 1 | 6.9 |
Impairment of goodwill | 2.8 | 1.2 | 0 |
Foreign tax rate differential | 0.4 | 0.5 | 0.3 |
Driver per diem | 1 | 0 | 0 |
Global intangible low-taxed income inclusion | 0.4 | 0.7 | 0 |
Other nondeductible expenses | 0.4 | 0.7 | (0.1) |
Nondeductible officer compensation | 1.8 | 1.6 | 1.8 |
Write-off of foreign deferred tax assets | 0 | 10.5 | 0 |
Change in valuation allowance | 0 | (10.2) | 0 |
Change in fair value of warrant liability | 0 | (1) | (0.3) |
Stock compensation | 0.2 | 0.1 | (0.5) |
Tax credits | (0.2) | (0.1) | (0.1) |
Return-to-provision adjustments | (0.3) | 0.1 | 0.3 |
Other | 1.6 | (0.1) | 0.5 |
Income tax expense (benefit) | $ 7.3 | $ 19.6 | $ 26 |
Effective tax rate | (70.20%) | 28.10% | 31.70% |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Components of Deferred Tax Assets [Abstract] | ||
Accrued expenses | $ 7.7 | $ 6.8 |
Vacation accrual | 0.7 | 0.5 |
Accounts receivable | 1.1 | 0.8 |
Net operating losses | 0.7 | 0.4 |
Deferred start-up costs | 0.9 | 1 |
Stock based compensation | 3.5 | 3.5 |
Operating lease liabilities | 26.8 | 28.8 |
Interest expense limitation carryforward | 11.9 | 6.1 |
Total | 53.3 | 47.9 |
Valuation allowance | (0.4) | (0.3) |
Total deferred tax assets | 52.9 | 47.6 |
Deferred tax liabilities | ||
Prepaid expenses | (4.1) | (3.2) |
Intangible assets | (14.5) | (15.9) |
Property and equipment | (102.5) | (96.2) |
Right of Use Asset | (25.4) | (27.3) |
Total deferred tax liabilities | (146.5) | (142.6) |
Net deferred tax liability | $ (93.6) | $ (95) |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance - State net operating losses | $ 0.4 | $ 0.3 |
Uncertain tax positions | 0 | $ 0 |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards net | $ 0.7 |
RELATED PARTY TRANSACTIONS - Le
RELATED PARTY TRANSACTIONS - Lease Payments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |||
2024 | $ 34.8 | ||
2025 | 25.4 | ||
2026 | 20 | ||
2027 | 14.4 | ||
2028 | 8.3 | ||
Thereafter | 17.9 | ||
Total lease payments | 120.8 | ||
Shareholder and employee | |||
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |||
Total operating lease cost | 1.3 | $ 1.3 | $ 1.9 |
Shareholder and employee | Office and Terminals | |||
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |||
2024 | 1.2 | ||
2025 | 1.2 | ||
2026 | 1.2 | ||
2027 | 1.1 | ||
2028 | 0.3 | ||
Thereafter | 0 | ||
Total lease payments | $ 5 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 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 | May 31, 2023 USD ($) shares | Dec. 31, 2023 USD ($) Vote $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 $ / 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 | 4,000,000 | ||||||||||
Repurchase of common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Payments for repurchases of common stock | $ | $ 0 | $ 44.9 | $ 20.4 | ||||||||
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 | 4,000,000 | ||||||||||
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% | ||||||||||
Shares redeemed | 20,000 | ||||||||||
Cash | $ | $ 20.3 | ||||||||||
Initial liquidation preference | $ | 20 | ||||||||||
Accrued and unpaid dividends | $ | $ 0.3 | ||||||||||
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 | ||||||||||
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) - 2017 Omnibus Incentive Plan - $ / shares | 12 Months Ended | |||
Feb. 27, 2017 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock option grants under the Plan | ||||
# of Options Granted | 4,000,000 | |||
Minimum | ||||
Stock option grants under the Plan | ||||
Vesting Period (in years) | 3 years | |||
Maximum | ||||
Stock option grants under the Plan | ||||
Vesting Period (in years) | 5 years | |||
Stock Option | ||||
Stock option grants under the Plan | ||||
# of Options Granted | 0 | 0 | 0 | |
Issued and Outstanding (in shares) | 1,613,662 | 1,864,822 | ||
Weighted Average Exercise Price (in dollars per share) | $ 0 | |||
Stock Option | Director Group | ||||
Stock option grants under the Plan | ||||
# of Options Granted | 150,000 | |||
Issued and Outstanding (in shares) | 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 | |||
Stock Option | Employee Group | ||||
Stock option grants under the Plan | ||||
# of Options Granted | 4,682,630 | |||
Issued and Outstanding (in shares) | 1,563,662 | |||
Weighted Average Exercise Price (in dollars per share) | $ 6.53 | |||
Weighted Average Grant Date Fair Value (in dollars) | $ 4.41 | |||
Stock Option | Employee Group | Minimum | ||||
Stock option grants under the Plan | ||||
Vesting Period (in years) | 3 years | |||
Stock Option | Employee Group | Maximum | ||||
Stock option grants under the Plan | ||||
Vesting Period (in years) | 5 years |
STOCK-BASED COMPENSATION - Op_2
STOCK-BASED COMPENSATION - Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Feb. 27, 2017 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted Average Remaining Contractual Terms and Aggregate Intrinsic Value | ||||
Vested and expected to vest (in years) | 4 years 9 months 18 days | |||
Aggregate Intrinsic Value, Outstanding at the end (in dollars) | $ 3.2 | |||
Stock Option | ||||
Weighted Average Remaining Contractual Terms and Aggregate Intrinsic Value | ||||
Weighted Average Remaining Contractual Terms (Years) | 4 years 9 months 18 days | |||
2017 Omnibus Incentive Plan | ||||
Shares | ||||
Granted (in shares) | 4,000,000 | |||
2017 Omnibus Incentive Plan | Stock Option | ||||
Shares | ||||
Outstanding, at the beginning (in shares) | 1,864,822 | |||
Granted (in shares) | 0 | 0 | 0 | |
Exercised (in shares) | (103,000) | |||
Forfeited or expired (in shares) | (148,160) | |||
Outstanding, at the end (in shares) | 1,613,662 | 1,864,822 | ||
Exercisable at the end, Shares | 1,611,662 | |||
Vested and expected to vest (in shares) | 1,613,662 | |||
Weighted Average Exercise Price | ||||
Outstanding, at the beginning (in dollars per shares) | $ 6.71 | |||
Granted (in dollars per shares) | 0 | |||
Exercised (in dollars per shares) | 1.41 | |||
Forfeited or expired (in dollars per shares) | 11.21 | |||
Outstanding, at the end (in dollars per shares) | 6.63 | $ 6.71 | ||
Exercisable at the end (in dollars per shares) | 6.64 | |||
Vested and expected to vest (in dollars per share) | $ 6.63 | |||
Weighted Average Remaining Contractual Terms and Aggregate Intrinsic Value | ||||
Weighted Average Remaining Contractual Terms (Years) | 5 years 9 months 18 days | |||
Exercisable at the end, Weighted Average Remaining Contractual Terms (Years) | 4 years 9 months 18 days | |||
Exercisable at the end, Aggregate intrinsic value (in dollars) | $ 4.4 | |||
Vested and expected to vest (in dollars) | $ 4.4 | |||
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
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) | 296,052 | |||
Outstanding at the beginning (per unit) | $ 4.46 | |||
Granted (in shares) | 0 | 0 | 0 | |
Vested (in Shares) | (292,552) | |||
Vested (per unit) | $ 4.48 | |||
Forfeited or Expired (in shares) | (1,500) | |||
Forfeited (per unit) | $ 4.14 | |||
Non-vested at the end (in shares) | 2,000 | 296,052 | ||
Outstanding at the end (per unit) | $ 1.28 | $ 4.46 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock (Details) - 2017 Omnibus Incentive Plan - $ / shares | 12 Months Ended | |
Feb. 27, 2017 | Dec. 31, 2023 | |
Stock options and restricted stock units granted under the 2017 Plan | ||
# of Options Granted | 4,000,000 | |
Maximum | ||
Stock options and restricted stock units granted under the 2017 Plan | ||
Vesting Period (in years) | 5 years | |
Minimum | ||
Stock options and restricted stock units granted under the 2017 Plan | ||
Vesting Period (in years) | 3 years | |
Restricted Stock Units (RSUs) | ||
Stock options and restricted stock units granted under the 2017 Plan | ||
Issued and Outstanding (in shares) | 941,910 | |
Restricted Stock Units (RSUs) | Minimum | ||
Stock options and restricted stock units granted under the 2017 Plan | ||
Vesting Period (in years) | 1 year | |
Restricted Stock Units (RSUs) | Director Group | ||
Stock options and restricted stock units granted under the 2017 Plan | ||
# of Options Granted | 970,867 | |
Issued and Outstanding (in shares) | 135,324 | |
Vesting Period (in years) | 1 year | |
Weighted Average Grant Date Fair Value (in dollars) | $ 5.69 | |
Restricted Stock Units (RSUs) | Employee Group | ||
Stock options and restricted stock units granted under the 2017 Plan | ||
# of Options Granted | 3,319,793 | |
Issued and Outstanding (in shares) | 806,586 | |
Weighted Average Grant Date Fair Value (in dollars) | $ 5.58 | |
Restricted Stock Units (RSUs) | Employee Group | Maximum | ||
Stock options and restricted stock units granted under the 2017 Plan | ||
Vesting Period (in years) | 3 years |
STOCK-BASED COMPENSATION - Aggr
STOCK-BASED COMPENSATION - Aggregate (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Feb. 27, 2017 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-based compensation | ||||
Stock reserved for future issuance | 4,000,000 | |||
Decrease in stock reserved for future issuance | 800,000 | |||
Share-based Payment Arrangement, Expense | $ 8.5 | $ 11.5 | $ 8.6 | |
Total fair value of the liability | 4.4 | |||
Stock Option | ||||
Stock-based compensation | ||||
Unrecognized stock-based compensation expense | 0 | |||
Intrinsic value of options exercised | 0.6 | 0.2 | 0.5 | |
Restricted Stock Units (RSUs) | ||||
Stock-based compensation | ||||
Unrecognized stock-based compensation expense | $ 3.4 | |||
Weighted average period of recognition | 1 year 9 months 18 days | |||
Weighted average fair value of option granted | $ 2.6 | 5.6 | 4.6 | |
Weighted average fair value of option Vested | 3.7 | 1.8 | 3.8 | |
Performance Stock Units | ||||
Stock-based compensation | ||||
Unrecognized stock-based compensation expense | $ 2.6 | |||
Weighted average period of recognition | 1 year 10 months 24 days | |||
Weighted average fair value of option granted | $ 4.4 | $ 0.3 | $ 8.9 | |
PSU Outstanding (in shares) | 961,377 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Plan Modification, Description and Terms | There are 541,436 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, 2023, the Company currently expects that these PSUs will vest at 100% | |||
Unrecognized stock-based compensation expense related to liability | $ 0.8 | |||
Equity-classified | ||||
Stock-based compensation | ||||
Granted (in units) | 37,501 | |||
Granted (in units) | 382,440 | |||
PSU Outstanding (in shares) | 419,941 | |||
PSUs Liability-classified | 382,440 | |||
Liability-classified | ||||
Stock-based compensation | ||||
PSU Outstanding (in shares) | 541,436 | |||
Maximum | Liability-classified | ||||
Stock-based compensation | ||||
Share-Based Payment Award, Award Vesting Rights, Percentage | 200% | |||
Minimum | Liability-classified | ||||
Stock-based compensation | ||||
Share-Based Payment Award, Award Vesting Rights, Percentage | 0% | |||
2017 Omnibus Incentive Plan | ||||
Stock-based compensation | ||||
Stock reserved for future issuance | 4,000,000 | |||
Granted (in shares) | 4,000,000 | |||
2017 Omnibus Incentive Plan | Stock Option | ||||
Stock-based compensation | ||||
Expiration period | 10 years | |||
Granted (in shares) | 0 | 0 | 0 | |
PSU Outstanding (in shares) | 1,613,662 | 1,864,822 | ||
2017 Omnibus Incentive Plan | Restricted Stock Units (RSUs) | ||||
Stock-based compensation | ||||
Granted (in units) | 544,942 | |||
PSU Outstanding (in shares) | 941,910 | |||
PSUs Liability-classified | 544,942 | |||
2017 Omnibus Incentive Plan | Performance Stock Units | ||||
Stock-based compensation | ||||
Granted (in units) | 382,440 | |||
PSUs Liability-classified | 382,440 | |||
Total fair value of the liability | $ 0.2 | |||
Accrued payroll, benefits and related taxes | $ 3.4 | |||
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) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of Units | |
Non-vested at the beginning (in units) | shares | 1,097,586 |
Granted (in units) | shares | 544,942 |
Vested (in units) | shares | (606,317) |
Forfeited (in units) | shares | (94,301) |
Non-vested at the end (in units) | shares | 941,910 |
Weighted Average Grant Date Fair Value (Per Unit) | |
Outstanding at the beginning (per unit) | $ / shares | $ 7.89 |
Granted (per unit) | $ / shares | 4.86 |
Vested (per unit) | $ / shares | 8.83 |
Forfeited (per unit) | $ / shares | 7.89 |
Outstanding at the end (per unit) | $ / shares | $ 5.59 |
STOCK-BASED COMPENSATION - Perf
STOCK-BASED COMPENSATION - Performance Stock Unit Grants Under the Plan (Details) - 2017 Omnibus Incentive Plan - Performance Stock Units | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Non-vested at the beginning (in units) | shares | 1,075,487 |
Granted (in units) | shares | 382,440 |
Reclassified from liability to equity | shares | 475,000 |
Vested (in units) | shares | (1,493,700) |
Forfeited (in units) | shares | (19,286) |
Non-vested at the end (in units) | shares | 419,941 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Outstanding at the beginning (per unit) | $ / shares | $ 7.11 |
Granted (per unit) | $ / shares | 5.1 |
Reclassified from liability to equity (per unit) | $ / shares | 5.16 |
Vested (per unit) | $ / shares | 6.53 |
Forfeited (per unit) | $ / shares | 5.99 |
Outstanding at the end (per unit) | $ / shares | $ 5.18 |
DEFINED CONTRIBUTION PLAN (Deta
DEFINED CONTRIBUTION PLAN (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Company's expense under matching requirements | $ 5.6 | $ 5.8 | $ 5.7 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Outstanding letters of credit | $ 21.2 | $ 24.9 |
REPORTABLE SEGMENTS (Details)
REPORTABLE SEGMENTS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | $ 1,569.4 | $ 1,773.3 | $ 1,556.8 |
Income from operations | 36.2 | 98.4 | 112.8 |
Depreciation | 100.1 | 85.9 | 81.2 |
Amortization of intangible assets | 6.4 | 6.9 | 6.9 |
Impairment | 17.9 | 9.4 | 0 |
Restructuring | 0.5 | 2.4 | 0.3 |
Non-cash operating lease expense | (0.1) | 0 | 0.8 |
Interest expense | 52.2 | 35.4 | 33.5 |
Total property and equipment additions | 187.7 | 187.4 | 118.4 |
Company freight | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 654.9 | 650.3 | 629.7 |
Owner operator freight | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 422.3 | 509.9 | 486.5 |
Brokerage | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 242.1 | 321.2 | 269 |
Logistics | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 59.9 | 53.8 | 39.2 |
Fuel surcharge | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 190.2 | 238.1 | 132.4 |
Flatbed Solution segment | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Intersegment revenues and expenses | 5.5 | 2.7 | 4.8 |
Restructuring | 0 | ||
Flatbed Solution segment | Consolidated | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 644.9 | 769 | 690 |
Income from operations | 7.9 | 39.1 | 53.3 |
Depreciation | 47.8 | 37.4 | 32.7 |
Amortization of intangible assets | 2.4 | 3 | 3 |
Impairment | 0 | ||
Restructuring | 0 | 1 | 0 |
Non-cash operating lease expense | (0.1) | 0 | 0.9 |
Interest expense | 21.7 | 15.1 | 14.7 |
Total property and equipment additions | 69.3 | 76.6 | 37.9 |
Flatbed Solution segment | Consolidated | Company freight | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 177.9 | 167.2 | 176.6 |
Flatbed Solution segment | Consolidated | Owner operator freight | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 282.3 | 329.2 | 328 |
Flatbed Solution segment | Consolidated | Brokerage | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 87.7 | 152.5 | 112.2 |
Flatbed Solution segment | Consolidated | Logistics | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 4.8 | 4.1 | 4.9 |
Flatbed Solution segment | Consolidated | Fuel surcharge | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 92.2 | 116 | 68.3 |
Specialized | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Intersegment revenues and expenses | 5.9 | 7.9 | 7.4 |
Restructuring | 0.5 | ||
Specialized | Consolidated | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 924.5 | 1,004.3 | 866.8 |
Income from operations | 28.3 | 59.3 | 59.5 |
Depreciation | 52.3 | 48.5 | 48.5 |
Amortization of intangible assets | 4 | 3.9 | 3.9 |
Impairment | 9.4 | ||
Restructuring | 0.5 | 1.4 | 0.3 |
Non-cash operating lease expense | 0 | 0 | (0.1) |
Interest expense | 30.5 | 20.3 | 18.8 |
Total property and equipment additions | 118.4 | 110.8 | 80.5 |
Specialized | Consolidated | Company freight | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 477 | 483.1 | 453.1 |
Specialized | Consolidated | Owner operator freight | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 140 | 180.7 | 158.5 |
Specialized | Consolidated | Brokerage | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 154.4 | 168.7 | 156.8 |
Specialized | Consolidated | Logistics | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 55.1 | 49.7 | 34.3 |
Specialized | Consolidated | Fuel surcharge | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | $ 98 | $ 122.1 | $ 64.1 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Nov. 14, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||||
Net income (loss) | $ (17.7) | $ 50.2 | $ 56 | |
Net income (loss) attributable to common stockholders | (27) | 44.5 | 51 | |
Allocation of earnings to non-vested participating RSUs | 0 | (0.1) | (0.4) | |
Numerator for basic EPS - income (loss) available to common stockholders - two class method | (27) | 44.4 | 50.6 | |
Add back allocation earnings to participating securities | 0 | 0.1 | 0.4 | |
Reallocation of earnings to participating securities considering potentially dilutive securities | 0 | (0.1) | (0.4) | |
Numerator for diluted EPS - income (loss) available to common stockholders - two class method | $ (27) | $ 44.4 | $ 50.6 | |
Denominator: | ||||
Denominator for basic EPS - weighted-average shares | 45,822,936 | 60,459,451 | 63,744,456 | |
Denominator for diluted EPS - weighted-average shares | 45,822,936 | 63,283,502 | 65,409,258 | |
Basic earnings (loss) per share | $ (0.59) | $ 0.73 | $ 0.79 | |
Diluted earnings (loss) per share | $ (0.59) | $ 0.7 | $ 0.77 | |
Stock Option | Common Stock | ||||
Denominator: | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,000,000 | 1,300,000 | ||
Non Participating Outstanding Share Based Payment Awards | ||||
Denominator: | ||||
Weighted-average shares outstanding - Equivalent | 0 | 2,824,051 | 1,664,802 | |
Series A | ||||
Numerator: | ||||
Less dividends to Series B perpetual preferred stockholders | $ (5) | $ (5) | $ (5) | |
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 | $ (4.3) | $ (0.7) | $ 0 | |
Denominator: | ||||
Preferred stock dividend rate (as a percent) | 13% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Term Loan Facility - USD ($) $ in Millions | 3 Months Ended | ||
Jan. 01, 2024 | Sep. 30, 2023 | Jun. 30, 2023 | |
Subsequent Event [Line Items] | |||
Cash prepayment | $ 20 | $ 50 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Cash prepayment | $ 10 |