Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 19, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Entity File Number | 001-37509 | ||
Entity Registrant Name | DASEKE, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-3913221 | ||
Entity Address, Address Line One | 15455 Dallas Parkway | ||
Entity Address, Address Line Two | Suite 550 | ||
Entity Address, City or Town | Addison | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75001 | ||
City Area Code | 972 | ||
Local Phone Number | 248-0412 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | DSKE | ||
Security Exchange Name | NASDAQ | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Common shares outstanding | 65,028,830 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001642453 | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 180 | ||
Entity Voluntary Filers | No |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 176.2 | $ 95.7 |
Accounts receivable, net of allowance of $3.0 and $3.5 at December 31, 2020 and 2019, respectively | 154.4 | 197.8 |
Drivers' advances and other receivables | 8 | 8.2 |
Other current assets | 26.5 | 25.4 |
Total current assets | 365.1 | 327.1 |
Property and equipment, net | 402.7 | 464.3 |
Intangible assets, net | 93.8 | 109.1 |
Goodwill | 140.1 | 139.9 |
Right-of-use assets | 121.1 | 95.9 |
Other non-current assets | 4.1 | 4.3 |
Total assets | 1,126.9 | 1,140.6 |
Current liabilities: | ||
Accounts payable | 16.5 | 20.5 |
Accrued expenses and other liabilities | 35.7 | 44.2 |
Accrued payroll, benefits and related taxes | 29.9 | 28.2 |
Accrued insurance and claims | 23.7 | 18.7 |
Current portion of long-term debt | 54 | 59.4 |
Current operating lease liabilities | 30.9 | 27.3 |
Other current liabilities | 21.5 | |
Total current liabilities | 190.7 | 219.8 |
Line of credit | 1.7 | |
Long-term debt, net of current portion | 618.6 | 631.6 |
Deferred tax liabilities | 70 | 69.9 |
Non-current operating lease liabilities | 96 | 77.8 |
Other non-current liabilities | 6.5 | 1.1 |
Total liabilities | 981.8 | 1,001.9 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity: | ||
Additional paid-in-capital | 442.2 | 437.5 |
Accumulated deficit | (362.1) | (363.4) |
Accumulated other comprehensive loss | (0.4) | |
Total stockholders' equity | 145.1 | 138.7 |
Total liabilities and stockholders' equity | 1,126.9 | 1,140.6 |
Series A convertible preferred stock | ||
Stockholders' equity: | ||
Series A convertible preferred stock, $0.0001 par value; 10,000,000 shares authorized; 650,000 shares issued with liquidation preference of $65.0 at December 31, 2020 and 2019 | 65 | 65 |
Total stockholders' equity | $ 65 | $ 65 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Allowance | $ 3 | $ 3.5 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 65,023,174 | 64,589,075 |
Common stock, outstanding | 65,023,174 | 64,589,075 |
Series A convertible preferred stock | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 650,000 | 650,000 |
Preferred liquidation preference | $ 65 | $ 65 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | |||
Total revenue | $ 1,454.1 | $ 1,737 | $ 1,613.1 |
Operating expenses: | |||
Salaries, wages and employee benefits | 399.4 | 483.2 | 407.4 |
Operations and maintenance | 169.1 | 213.1 | 181.5 |
Communications | 3.6 | 4.4 | 3.3 |
Administrative expenses | 66.5 | 75.5 | 58.5 |
Sales and marketing | 1.8 | 5.1 | 3.4 |
Insurance and claims | 66.9 | 49.9 | 45.8 |
Acquisition-related transaction expenses | 2.6 | ||
Depreciation and amortization | 98.3 | 146.5 | 131.1 |
Gain on disposition of revenue property and equipment | (6.9) | (5.2) | (3.2) |
Impairment | 15.4 | 312.8 | 13.9 |
Restructuring charges | 9.5 | 8.4 | |
Total operating expenses | 1,418.7 | 2,049.1 | 1,591.2 |
Income (loss) from operations | 35.4 | (312.1) | 21.9 |
Other expense (income): | |||
Interest income | (0.6) | (1) | (1.3) |
Interest expense | 44.9 | 50.4 | 45.5 |
Write-off of deferred financing fees | 2.3 | ||
Other | (14.9) | (1.8) | (1.2) |
Total other expense | 29.4 | 49.9 | 43 |
Income (loss) before benefit for income taxes | 6 | (362) | (21.1) |
Income tax benefit | (0.2) | (54.6) | (15.9) |
Net income (loss) | 6.2 | (307.4) | (5.2) |
Other comprehensive income: | |||
Foreign currency translation adjustments, net of tax expense (benefit) of $0.0, $0.3 and $(0.5), respectively | 0.4 | 0.5 | (1.8) |
Comprehensive income (loss) | 6.6 | (306.9) | (7) |
Net income (loss) | 6.2 | (307.4) | (5.2) |
Net income (loss) attributable to common stockholders | $ 1.3 | $ (312.4) | $ (10.1) |
Earnings (loss) per common share: | |||
Basic (in dollars per share) | $ 0.02 | $ (4.86) | $ (0.16) |
Diluted (in dollars per share) | $ 0.02 | $ (4.86) | $ (0.16) |
Weighted-average common shares outstanding: | |||
Basic (in shares) | 64,775,275 | 64,303,438 | 61,654,820 |
Diluted (in shares) | 65,671,246 | 64,303,438 | 61,654,820 |
Series A | |||
Other comprehensive income: | |||
Less dividends to convertible preferred stockholders | $ (4.9) | $ (5) | $ (4.9) |
Weighted-average common shares outstanding: | |||
Dividends declared per convertible preferred share | $ 7.63 | $ 7.63 | $ 7.63 |
Company freight | |||
Revenues: | |||
Total revenue | $ 676.8 | $ 804.6 | $ 721.7 |
Operating expenses: | |||
Purchased freight | 491.4 | 597.7 | 588.6 |
Owner operator freight | |||
Revenues: | |||
Total revenue | 408.9 | 455.3 | 440.5 |
Brokerage | |||
Revenues: | |||
Total revenue | 234.3 | 294.7 | 266.4 |
Logistics | |||
Revenues: | |||
Total revenue | 37.4 | 47.5 | 42.8 |
Fuel surcharge | |||
Revenues: | |||
Total revenue | 96.7 | 134.9 | 141.7 |
Operating expenses: | |||
Fuel | 87.3 | 138.5 | 141.1 |
Service | |||
Operating expenses: | |||
Taxes and licenses | $ 16.4 | $ 19.2 | $ 17.2 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | |||
Foreign currency translation adjustments tax expense (benefit) | $ 0 | $ 0.3 | $ (0.5) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Millions | Series A convertible preferred stockAccumulated Deficit | Series A convertible preferred stock | Series A convertible preferred stock | Common Stock Member | Additional Paid-In Capital Member | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total |
Balance (in Value) at Dec. 31, 2017 | $ 65 | $ 277.9 | $ 7.3 | $ 0.9 | $ 351.1 | |||
Balance (in Shares) at Dec. 31, 2017 | 650,000 | 48,712,288 | ||||||
Exercise of stock options (in Value) | 0.1 | 0.1 | ||||||
Exercise of stock options (in shares) | 5,000 | |||||||
Exercised of warrants (in shares) | 2 | |||||||
Vesting of restricted stock units (in Value) | (0.4) | (0.4) | ||||||
Vesting of restricted stock units (in Shares) | 84,516 | |||||||
Series A convertible preferred stock dividend | $ (4.9) | |||||||
Stock-based compensation expense | 3.6 | 3.6 | ||||||
Issuance of common stock | 104.5 | 104.5 | ||||||
Issuance of common stock (in shares) | 10,653,368 | |||||||
Issuance of earnout shares | 48.2 | (48.2) | 48.2 | |||||
Issuance of earnout shares (in shares) | 5,000,000 | |||||||
Foreign currency translation adjustments | (1.8) | (1.8) | ||||||
Net income (loss) | (5.2) | (5.2) | ||||||
Balance (in Value) at Dec. 31, 2018 | $ 65 | 433.9 | (51) | (0.9) | 447 | |||
Balance (in Shares) at Dec. 31, 2018 | 650,000 | 64,455,174 | ||||||
Vesting of restricted stock units (in Value) | (0.2) | (0.2) | ||||||
Vesting of restricted stock units (in Shares) | 133,901 | |||||||
Series A convertible preferred stock dividend | $ (5) | $ (5) | ||||||
Stock-based compensation expense | 3.8 | 3.8 | ||||||
Foreign currency translation adjustments | 0.5 | 0.5 | ||||||
Net income (loss) | (307.4) | (307.4) | ||||||
Balance (in Value) at Dec. 31, 2019 | $ 65 | 437.5 | (363.4) | (0.4) | 138.7 | |||
Balance (in Shares) at Dec. 31, 2019 | 650,000 | 64,589,075 | ||||||
Exercised of warrants (in shares) | 1 | |||||||
Vesting of restricted stock units (in Value) | (0.1) | (0.1) | ||||||
Vesting of restricted stock units (in Shares) | 434,098 | |||||||
Series A convertible preferred stock dividend | $ (4.9) | $ (4.9) | ||||||
Stock-based compensation expense | 4.8 | 4.8 | ||||||
Foreign currency translation adjustments | $ 0.4 | 0.4 | ||||||
Net income (loss) | 6.2 | 6.2 | ||||||
Balance (in Value) at Dec. 31, 2020 | $ 65 | $ 442.2 | $ (362.1) | $ 145.1 | ||||
Balance (in Shares) at Dec. 31, 2020 | 650,000 | 65,023,174 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | |||
Net income (loss) | $ 6.2 | $ (307.4) | $ (5.2) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation | 91.1 | 132.2 | 114.4 |
Amortization of intangible assets | 7.2 | 14.3 | 16.7 |
Amortization of deferred financing fees | 4.3 | 3.5 | 2.9 |
Non-cash operating lease expense | (8) | 27.2 | |
Non-cash adjustments to contingent consideration | (13.9) | ||
Write-off of deferred financing fees | 2.3 | ||
Stock-based compensation expense | 5.9 | 3.8 | 3.6 |
Deferred taxes | (0.1) | (59.8) | (19.8) |
Bad debt expense | 1.2 | 3.7 | 1.1 |
Gain on disposition of property and equipment | (6.9) | (5.2) | (4) |
Deferred gain recognized on sales-type leases | (2.4) | ||
Impairment | 15.4 | 312.8 | 13.9 |
Changes in operating assets and liabilities | |||
Accounts receivable | 42.2 | 8.2 | (33.2) |
Drivers' advances and other receivables | (2.6) | ||
Payments received on sales-type leases | 14.7 | ||
Other current assets | (0.6) | (1.8) | (4.2) |
Accounts payable | (4.1) | (1.8) | (8.9) |
Accrued expenses and other liabilities | 5 | (15.3) | 15.7 |
Net cash provided by operating activities | 144.9 | 114.1 | 105.3 |
Cash flows from investing activities | |||
Purchase of property and equipment | (37.2) | (22) | (66.4) |
Proceeds from sale of property and equipment | 68.8 | 37.8 | 26.3 |
Cash paid in acquisitions, net of cash acquired | (131.7) | ||
Net cash provided by (used in) investing activities | 31.6 | 15.8 | (171.8) |
Cash flows from financing activities: | |||
Advances on line of credit | 1,484.7 | 1,357 | 1,101.2 |
Repayments on line of credit | (1,486.4) | (1,355.3) | (1,105.8) |
Principal payments on long-term debt | (82.2) | (76) | (58.6) |
Proceeds from long-term debt | 6.1 | ||
Payment of contingent consideration | (7.6) | ||
Deferred financing fees | (0.3) | (1.5) | |
Proceeds from issuance of common stock | 84.4 | ||
Net cash provided by (used in) financing activities | (96.4) | (79.6) | 20.9 |
Effect of exchange rates on cash and cash equivalents | 0.4 | (0.6) | 0.9 |
Net increase (decrease) in cash and cash equivalents | 80.5 | 49.7 | (44.7) |
Cash and cash equivalents - beginning of year | 95.7 | 46 | 90.7 |
Cash and cash equivalents - end of year | 176.2 | 95.7 | 46 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 40.6 | 46.7 | 42.7 |
Cash paid for income taxes | 3.5 | 3.6 | 2.4 |
Noncash investing and financing activities | |||
Property and equipment acquired with debt or finance lease obligations | 58.3 | 72.7 | 89.6 |
Accrued capital expenditures | 0.3 | ||
Property and equipment sold for notes receivable | 0.3 | 0.4 | 0.8 |
Property and equipment transferred to sales-type lease | 9.4 | ||
Sales-type lease returns to property and equipment | 1.3 | ||
Sales-type lease assets acquired with debt or capital lease obligations | 9.9 | ||
Sales-type lease assets sold for notes receivable | 57.6 | ||
Sales-type lease returns to sales-type lease assets | 32.9 | ||
Common stock issued in acquisitions | 19.7 | ||
Issuance of earnout shares | 48.2 | ||
Right-of-use assets acquired | 54.6 | 39.2 | |
Series A | |||
Cash flows from financing activities: | |||
convertible preferred stock dividends | $ (4.9) | $ (5) | $ (4.9) |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Daseke, Inc. is engaged in full service open-deck trucking that specializes primarily in flatbed truckload and heavy haul transportation of specialized items throughout the United States, Canada and Mexico. The Company also provides logistical planning and warehousing services to customers. The Company is subject to regulation by the Department of Transportation, the Department of Defense, the Department of Energy, and various state regulatory authorities in the United States. The Company is also subject to regulation by the Ministries of Transportation and Communications and various provincial regulatory authorities in Canada. Principles of Consolidation The consolidated financial statements include the accounts of Daseke, Inc. and its wholly owned subsidiaries (“Daseke”). All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Accounts Receivable The Company grants credit to its customers for substantially all of its sales. Accounts receivable are carried at original invoice amount less an estimate for doubtful accounts. The Company establishes an allowance for doubtful accounts based on a periodic review of its outstanding receivables and consideration of historical experience. Accounts receivable are written off when deemed uncollectible and recoveries of trade accounts receivable previously written off are recorded as income when received. Accounts receivable are unsecured and the Company does not charge interest on outstanding receivables. Changes in the allowance for doubtful accounts is as follows (in millions): Year Ended December 31, 2020 2019 Beginning balance $ 3.5 $ 1.2 Provision, charged to expense 1.2 3.7 Write-off, less recoveries (1.7) (1.4) Ending balance $ 3.0 $ 3.5 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 as of December 31, 2020 and 2019 with a balance of $160.0 million and $72.9 million, 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 Leasehold improvements 5 – 20 years (1) Revenue equipment – tractors, trailers and accessories 5 Assets leased and available for lease to owner-operators 1 Vehicles 5 Furniture and fixtures 5 Office, computer equipment and capitalized software development 3 (1) Long-lived assets are reviewed for impairment at the asset group level whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the sum of the expected future undiscounted cash flow is less than the carrying amount of the asset, an impairment is indicated. A loss is then recognized for the difference, if any, between the fair value of the asset (as estimated by management using its best judgment) and the carrying value of the asset. If actual market value is less favorable than that estimated by management, additional write-downs may be required. Goodwill and Intangible Assets Goodwill and other intangible assets result from business acquisitions. The Company accounts for business acquisitions by assigning the purchase price to tangible and intangible assets and liabilities. Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over amounts assigned is recorded as goodwill. Goodwill is tested for impairment at least annually (or more frequently if impairment indicators arise) for each reporting unit by applying either a qualitative or quantitative analysis in accordance with the authoritative accounting guidance on goodwill. The Company first assesses qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis for determining whether it is necessary to perform a quantitative goodwill impairment test. The Company may bypass the qualitative assessment for any reporting unit in any period and proceed directly with the quantitative analysis. The quantitative analysis compares the fair value of the reporting unit with its carrying amount. The Company estimates the fair value of a reporting unit using a combination of discounted expected future cash flows (income approach) and guideline public companies method (market approach). The Company’s annual assessment is conducted as of October 1 of each year. Other intangible assets recorded consist of indefinite lived trade names and definite lived non-competition agreements and customer relationships. These intangible assets are stated at estimated fair value at the time of acquisition less accumulated amortization. Amortization is recorded using the straight-line method over the following estimated useful lives: Customer relationships 10 Non-competition agreements 2 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 1 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 accessorial 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, 2020, 2019 and 2018. Sales Taxes Taxes collected from customers and remitted to governmental authorities are presented in revenues in the consolidated statements of operations and comprehensive income (loss) 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, 2020 and 2019. The Company is no longer subject to United States federal income tax examinations by tax authorities for years before 2017. The Company is no longer subject to state income tax examinations by tax authorities for years before 2016. Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk include accounts receivable. One customer represented 13.4% of trade accounts receivable as of December 31, 2020 and one customer represented 10.2% of trade accounts receivable as of December 31, 2019. One customer represented 10.4% of total revenue for the year ended December 31, 2020. No customer represented 10% or more of total revenue for the years ended December 31, 2019 and 2018. 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, 2020 and 2019, the balance of deferred finance charges was $7.1 million and $11.4 million, respectively, which is included as a reduction of long-term debt, net of current portion in the consolidated balance sheets. Amortization expense for the years ended December 31, 2020, 2019 and 2018 totaled $4.3 million, $3.5 million and $2.9 million, respectively, which is included in interest expense. In 2019, the Company expensed $2.3 million to write-off certain deferred financing fees due to unsuccessful efforts to restructure the debt facilities. Fair Value Measurements The Company follows the accounting guidance for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a framework for measuring fair value and expands disclosures about fair value measurements. The three levels of the fair value framework are as follows: Level 1 – Quoted market prices in active markets for identical assets or liabilities. Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3 – Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets. A financial asset or liability’s classification within the framework is determined based on the lowest level of input that is significant to the fair value measurement. The Company may be required, on a non-recurring basis, to adjust the carrying value of the Company’s property and equipment, intangible assets, goodwill and contingent consideration. When necessary, these valuations are determined by the Company using Level 3 inputs. These assets are subject to fair value adjustments in certain circumstances, such as when there is evidence that impairment may exist. The Company valued contingent consideration for acquisition related earn-outs (see Note 3 for details) using Level 3 inputs. The table below is a summary of the changes in the fair value of the earn-out liability for the years ended December 31, 2020 and 2019 (in millions): 2020 2019 Balance, beginning of year $ 21.5 $ 21.9 Change in fair value (0.2) (0.4) Arbitrated decrease in contingent consideration (13.7) — Payment of contingent consideration (7.6) — Balance, end of year $ — $ 21.5 On October 21, 2020, the Company and the representative of the former Aveda shareholders agreed to an earnout payment of $7.4 million as the result of an arbitration process, which was paid in the fourth quarter of 2020. The settlement was approximately $13.7 million less than the contingent consideration liability, which was recognized as a gain in the fourth quarter of 2020. In addition, $0.2 million was paid during the year ended December 31, 2020 related to other contingent consideration. Fair Value of Financial Instruments The Company’s financial instruments consist of cash, accounts receivable, accounts payable and accrued expenses, the line of credit and long-term debt. The carrying value of these financial instruments approximates fair value based on the liquidity of these financial instruments, their short-term nature or variable interest rates. Stock-Based Compensation Awards of equity instruments issued to employees and directors are accounted for under the fair value method of accounting and recognized in the consolidated statements of operations and comprehensive income (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 does not have a sufficient history of exercise behavior, expected term is calculated using the assumption that the options will be exercised ratably from the date of vesting to the end of the contractual term for each vesting tranche of awards. The risk-free interest rate is based on the U.S. Treasury yield curve for the period of the expected term of the stock option. For equity-classified awards, expected volatility is calculated using an index of publicly traded peer companies. For liability-classified awards, expected volatility is calculated using split and dividend adjusted closing stock prices over a lookback period commensurate with the remaining term of each award. 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 performance stock units are estimated 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. The Company believes these methods are appropriate for measuring these highly judgmental self-insurance accruals. However, the use of any estimation method is sensitive to the assumptions and factors described above, based on the magnitude of claims and the length of time from the date the claim is incurred to ultimate settlement. Accordingly, changes in these assumptions and factors can materially affect actual costs paid to settle the claims and those amounts may be different than estimates. Segment Reporting The Company determines its operating segments based on the information utilized by the chief operating decision maker to allocate resources and assess performance. Based on this information, the Company has determined it has 11 operating segments as of December 31, 2020, 13 operating segments as of December 31, 2019 and 16 operating segments as of December 31, 2018 that are aggregated into two reportable segments: Flatbed Solutions, which delivers its services using primarily flatbed transportation equipment to meet the needs of high-volume, time-sensitive shippers, and Specialized Solutions, which delivers transportation and logistics solutions for super heavy haul, high-value customized and over-dimensional loads, many of which require engineering and customized equipment. Earnings (Loss) Per Share Basic earnings (loss) per common share is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) 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 (loss). Common Stock Purchase Warrants The Company accounts for the issuance of common stock purchase warrants in connection with equity offerings in accordance with the provisions of the Accounting Standards Codification (ASC) 815, Derivatives and Hedging The Company assessed the classification of its common stock purchase warrants and determined that such instruments met the criteria for equity classification at the time of issuance. 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 FASB issued ASU No. 2019 - 12 – Income Taxes (Topic 740 ) Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in the accounting standards. The amendments in ASU 2019 - 12 eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019 - 12 also clarifies and simplifies other aspects of the accounting for income taxes. The amendments in ASU 2019 - 12 will become effective for the Company on January 1, 2022 . Early adoption is permitted, including adoption in any interim period. In June 2016, the FASB issued ASU No. 2016-13, Accounting for Credit Losses (Topic 326). ASU 2016-13 requires the use of an “expected loss” model on certain types of financial instruments. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets, including trade receivables. The new standard will become effective for the Company beginning with the first quarter 2023 and is not expected to have a material impact on the Company’s consolidated financial statements. Reclassification of Prior Period Amounts Certain prior period financial information has been reclassified to conform to current period presentation. As of December 31, 2020, the Company reclassified the presentation of finance lease right-of-use assets from other non-current assets to property and equipment, net. To conform to this presentation, the December 31, 2019 balance of finance lease right-of-use assets of $25.3 million was also reclassified to property and equipment |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2020 | |
LEASES | |
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 3 The Company follows ASC 360, Impairment or Disposal of Long-Lived Assets, The Company recorded impairment charges of $3.2 million to right-of-use assets relating to Aveda operating leases for the year ended December 31, 2020. The fair value of the right-of-use assets were determined utilizing a market participant discount rate and the estimated market rent, in connection with the divestiture of Aveda in the Specialized Solutions segment. The following table reflects the Company’s components of lease expenses for the year ended December 31, 2020 and 2019 (in millions): Year Ended December 31, Classification 2020 2019 Operating lease cost Revenue equipment Operations and maintenance $ 24.3 $ 22.2 Real estate Administrative expense 8.7 13.8 Total operating lease cost $ 33.0 $ 36.0 Finance lease cost Amortization of right-of-use assets Depreciation and amortization $ 5.1 $ 5.4 Interest on lease liabilities Interest expense 1.2 0.9 Total finance lease cost $ 6.3 $ 6.3 Total lease cost (a) $ 39.3 $ 42.3 (a) Short-term lease expense and variable lease expense are immaterial. The components of assets and liabilities for operating and finance leases are as follows as of December 31, 2020 and 2019 (in millions): December 31, Classification 2020 2019 Assets Operating lease right-of-use assets Right-of-use assets $ 121.1 $ 95.9 Finance lease right-of-use assets Property and equipment, net 30.6 25.3 Total lease assets $ 151.7 $ 121.2 Liabilities Operating lease liabilities: Current Current operating lease liabilities $ 30.9 $ 27.3 Non-current Non-current operating lease liabilities 96.0 77.8 Total operating lease liabilities $ 126.9 $ 105.1 Finance lease liabilities: Current Current portion of long-term debt $ 8.5 $ 6.2 Non-current Long-term debt, net of current portion 22.7 19.3 Total finance lease liabilities $ 31.2 $ 25.5 Total lease liabilities $ 158.1 $ 130.6 The following table is a summary of supplemental cash flows related to leases for the year ended December 31, 2020 and 2019 (in millions): Year Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (37.8) $ (35.6) Operating cash flows from finance leases (1.1) (0.9) Financing cash flows from finance leases (6.6) (5.9) Right-of-use assets obtained in exchange for lease obligations: Operating lease right-of-use assets $ 54.6 $ 39.2 Finance lease right-of-use assets 11.6 13.1 The following table is the future payments on leases as of December 31, 2020 (in millions): Operating Finance Year ending December 31, leases leases Total 2021 $ 36.2 $ 9.6 $ 45.8 2022 32.1 7.5 39.6 2023 26.3 8.1 34.4 2024 15.1 5.4 20.5 2025 8.9 2.5 11.4 Thereafter 27.1 — 27.1 Total lease payments 145.7 33.1 178.8 Less: interest (18.8) (1.9) (20.7) Present value of lease liabilities $ 126.9 $ 31.2 $ 158.1 The following table is a summary of weighted average lease terms and discount rates for leases as of December 31, 2020 and 2019: December 31, 2020 2019 Weighted-average remaining lease term (years) Operating leases 5.59 5.01 Finance leases 3.57 3.83 Weighted-average discount rate Operating leases 5.04 % 5.54 % Finance leases 4.40 % 4.51 % Lessor The Company leases tractors and trailers to certain of its owner-operators and accounts for these transactions as operating leases. These leases typically have terms of 30 The Company recorded depreciation expense of $18.7 million and $20.5 million on its assets leased under operating leases for the year ended December 31, 2020 and 2019, respectively. Lease income from lease payments related to the Company's operating leases for the years ended December 31, 2020 and 2019, was $25.0 million and $24.2 million, respectively. The following table is the future minimum receipts on leases as of December 31, 2020 (in millions): Year ending December 31, Amount 2021 $ 24.1 2022 18.7 2023 12.0 2024 6.7 2025 3.1 Thereafter 0.4 Total minimum lease receipts $ 65.0 |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2020 | |
ACQUISITIONS | |
ACQUISITIONS | NOTE 3 – ACQUISITIONS Since its inception in late 2008 through 2018, the Company acquired 20 open-deck trucking companies. The primary reason for each acquisition was to add resources and services in geographic areas, customers and markets that the Company wants to serve. For each acquisition, the aggregate purchase price was allocated to the major categories of assets acquired and liabilities assumed at estimated fair values as of the acquisition date, which were based, in part, upon outside preliminary appraisals for certain assets and subject to change when additional information concerning final asset and liability values is obtained. The final purchase price allocations may result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill. 2018 Acquisitions 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, of the Company’s 2018 acquisitions (in millions): (all amounts in U.S. dollars) Leavitt's Builders Kelsey Trail Aveda Accounts receivable $ 1.9 $ 8.4 $ 2.3 $ 37.3 Parts supplies 0.1 0.3 — — Other current assets 0.4 1.5 0.4 2.5 Property and equipment 8.5 29.4 9.2 89.8 Goodwill 5.1 14.7 3.3 7.7 Intangible assets 3.6 10.6 1.5 15.0 Other non-current assets — 0.5 — — Deferred tax liability — (9.2) (2.7) (6.7) Accounts payable and other liabilities (4.9) (19.9) (8.0) (30.0) Total $ 14.7 $ 36.3 $ 6.0 $ 115.6 Leavitt’s Freight Service On August 1, 2018, the Company acquired 100% of the outstanding equity interests of Leavitt’s Freight Service, Inc. (Leavitt’s), based in Springfield, Oregon. Total consideration paid was $14.9 million of cash, which was funded with cash on hand. The acquisition was treated as an asset purchase because Leavitt’s was a qualified subchapter S-subsidiary acquired directly from an S-corporation; therefore, the values assigned to the intangible assets and goodwill are deductible for tax purposes. Approximately $0.3 million of transaction expenses were incurred in the acquisition, which was deductible for tax purposes. As of December 31, 2018, the valuation of identifiable intangible assets was completed resulting in a decrease of $1.6 million to the provisional intangible assets recorded of $5.2 million, with a corresponding increase to goodwill. The resulting intangible assets totaling $3.6 million consist of trade name valued at $1.8 million, non-compete agreements valued at $0.5 million and customer relationships intangible of $1.3 million. For the three months ended December 31, 2018, the change resulted in an insignificant decrease in amortization expense and accumulated amortization. Builders Transportation On August 1, 2018, the Company acquired 100% of the outstanding equity interests of Builders Transportation Co., LLC (Builders), based in Memphis, Tennessee. Total consideration paid was $36.3 million, consisting of $30.0 million in cash, 399,530 shares of Daseke common stock valued at $3.4 million and the payoff of $2.9 million of outstanding debt. The cash consideration was funded with cash on hand. The acquisition was a stock purchase; therefore, the values assigned to the intangible assets and goodwill are not deductible for tax purposes. Approximately $0.2 million of transaction expenses were incurred in the acquisition, which are not deductible for tax purposes. As of December 31, 2018, the valuation of identifiable intangible assets was completed resulting in a decrease of $2.5 million to the provisional intangible assets recorded of $13.1 million, with a corresponding increase to goodwill. The resulting intangible assets totaling $10.6 million consist of trade name valued at $5.0 million, non-compete agreements valued at $0.5 million and customer relationships intangible of $5.1 million. For the three months ended December 31, 2018, the change resulted in an increase in amortization expense and accumulated amortization of $0.2 million, of which $0.1 million is related to the previous quarter. Additionally, goodwill Kelsey Trail Trucking On July 1, 2018, the Company acquired 100% of the outstanding equity interests of Kelsey Trail Trucking Ltd. (Kelsey Trail), based in Saskatoon, Saskatchewan province, Canada. Total consideration paid was $6.2 million, consisting of $5.3 million in cash and 95,859 shares of Daseke common stock valued at $0.9 million. The cash consideration was funded with cash on hand. The acquisition was a stock purchase; therefore, the values assigned to the intangible assets and goodwill are not deductible for tax purposes. Approximately $0.1 million of transaction expenses were incurred in the acquisition, which are not deductible for tax purposes. As of December 31, 2018, the valuation of identifiable intangible assets was completed resulting in a decrease of $0.3 million to the provisional intangible assets recorded of $1.9 million, with a corresponding increase to goodwill. The resulting intangible assets totaling $1.6 million consist of trade name valued at $1.5 million and non-compete agreements valued at $0.1 million. For the three months ended December 31, 2018, the change resulted in an insignificant decrease in amortization expense and accumulated amortization. Additionally, goodwill goodwill Aveda Transportation and Energy Services On June 6, 2018, the Company acquired all of the outstanding common shares of Aveda Transportation and Energy Services Inc., a corporation existing under the laws of the Province of Alberta, Canada (Aveda), pursuant to the Agreement and the Plan of Arrangement (the Agreement). Total consideration paid was $118.7 million, consisting of $27.3 million in cash, 1,612,979 shares of Daseke common stock valued at $15.4 million, and the payoff of $54.8 million of outstanding debt. The Company will also pay to the holders of Aveda common shares up to C$0.45 in cash per Aveda common share, contingent on and based on Aveda’s Company EBITDA (as defined in the Agreement) meeting certain thresholds set forth in the Agreement for the period beginning June 1, 2018 and ending on May 1, 2019 or with agreement of the parties, July 1, 2018 to June 30, 2019. The contingent consideration for this earn-out has been paid in the amount of $7.2 million during the fourth quarter of 2020 resulting from an arbitration settlement. This resulted in a gain of $13.7 million that was also recognized during the fourth quarter of 2020. The Aveda acquisition was a stock purchase; therefore, the value assigned to the intangible assets and goodwill are not deductible for tax purposes. Approximately $1.1 million of transaction expenses were incurred in the acquisition, which are not deductible for tax purposes. As of December 31, 2018, the valuation of identifiable intangible assets was completed resulting in an increase of $6.1 million to the provisional intangible assets recorded of $9.0 million. The resulting intangible assets totaling $15.0 million consist of trade name valued at $6.3 million, non-compete agreements valued at $1.5 million and customer relationships intangible of $7.2 million. For the three months ended December 31, 2018, the change resulted in an insignificant increase in amortization expense and accumulated amortization. Additionally, goodwill goodwill goodwill |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2020 | |
OTHER CURRENT ASSETS | |
OTHER CURRENT ASSETS | NOTE 4 – OTHER CURRENT ASSETS The components of other current assets are as follows as of December 31 (in millions): 2020 2019 Insurance $ 12.0 $ 10.1 Licensing, permits and tolls 4.9 5.4 Other prepaids 3.2 1.7 Parts supplies 3.1 3.5 Income tax receivable 1.6 — Highway and fuel taxes 1.1 1.6 Other assets 0.6 3.1 Total $ 26.5 $ 25.4 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2020 | |
GOODWILL AND INTANGIBLE ASSETS | |
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. The Company did not identify any goodwill impairment for the year ended December 31, 2020. For 2019, the Company recognized $118.8 million of impairment, of which $111.0 million was not deductible for tax purposes. For 2018, the Company recognized goodwill impairment of $11.1 million. The summary of changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2019 are as follows (in millions): Flatbed Specialized Total Goodwill balance at January 1, 2019 $ 101.5 156.9 $ 258.4 Impairment (42.2) (76.6) (118.8) Adjustments to previously recorded goodwill, net — (0.3) (0.3) Foreign currency translation adjustment — 0.6 0.6 Goodwill balance at December 31, 2019 59.3 80.6 139.9 Foreign currency translation adjustment — 0.2 0.2 Goodwill balance at December 31, 2020 $ 59.3 $ 80.8 $ 140.1 During 2020, the Company recorded impairment charges to intangible assets of $8.2 million for the trade names category of intangible assets as a result of the planned divestiture of Aveda and the reorganization and merger of two of the Company’s operating companies. During 2019, the Company recorded an impairment charge to intangible assets of $85.6 million for the non-competition agreements, customer relationships and trade names categories of intangible assets. In 2018, the Company recorded an impairment charge of $2.8 million related to the trade names category of intangible assets as a result of the reorganization and merger of two of the Company’s operating companies Intangible assets consisted of the following at December 31, 2020 and 2019 (in millions): As of December 31, 2020 As of December 31, 2019 Intangible Accumulated Intangible Intangible Accumulated Intangible Assets Amortization Assets, net Assets Amortization Assets, net Non-competition agreements $ 21.7 $ (19.7) $ 2.0 $ 21.7 $ (18.4) $ 3.3 Customer relationships 88.9 (48.1) 40.8 88.9 (42.2) 46.7 Trade names 50.9 — 50.9 59.1 — 59.1 Foreign currency translation adjustment 0.1 — 0.1 — — — Total intangible assets $ 161.6 $ (67.8) $ 93.8 $ 169.7 $ (60.6) $ 109.1 As of December 31, 2020, non-competition agreements and customer relationships had weighted average remaining useful lives of 1.9 and 9.2 years, respectively. Amortization expense for intangible assets with definite lives was $7.2 million, $14.3 million and $16.7 million for the years ended December 31, 2020, 2019 and 2018, respectively. Future estimated amortization expense is as follows (in millions): Non-competition Customer Year ending December 31, Agreements Relationships 2021 $ 1.0 $ 5.9 2022 0.9 5.9 2023 0.1 5.9 2024 — 4.1 2025 — 3.1 Thereafter — 15.9 Total $ 2.0 $ 40.8 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT. | |
PROPERTY AND EQUIPMENT | NOTE 6 – PROPERTY AND EQUIPMENT The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If the carrying amount of an asset or group of assets exceeds its net realizable value, the asset will be written down to its fair value and the amount recognized for impairment is equal to the difference between the carrying value and the asset’s fair value. During the first quarter of 2020, the Company recorded an impairment charge of $4.0 million to state property and equipment at fair value, calculated using the indirect method of the cost approach, which related to the Specialized Solutions segment. recorded an impairment charge of $97.6 million to adjust property and equipment to fair value The components of property and equipment are as follows at December 31 (in millions): 2020 2019 Revenue equipment $ 546.7 $ 630.6 Assets leased and available for lease to owner-operators 87.1 64.3 Buildings and improvements 57.0 59.9 Furniture and fixtures, office and computer equipment, vehicles and capitalized software development 31.9 40.2 722.7 795.0 Accumulated depreciation (320.0) (330.7) Total $ 402.7 $ 464.3 Total depreciation expense was $91.1 million, $132.2 million and $114.4 million for the years ended December 31, 2020, 2019 and 2018, respectively, which included depreciation expense on assets leased and available for lease to owner-operators of $18.7 million and $20.5 million for the years ended December 31, 2020 and 2019. |
INTEGRATION AND RESTRUCTURING
INTEGRATION AND RESTRUCTURING | 12 Months Ended |
Dec. 31, 2020 | |
INTEGRATION AND RESTRUCTURING | |
INTEGRATION AND RESTRUCTURING | NOTE 7 – INTEGRATION AND RESTRUCTURING On July 30, 2019, the Company internally announced a plan to integrate three operating segments with three other operating segments (Project Synchronize or the Plan), which reduced the number of operating segments from 16 to 13 . On September 4, 2019, the Company announced a comprehensive restructuring plan (Project Pivot) intended to reduce its cost base, right size its organization and management team and increase and accelerate its previously announced operational improvement goals. The integration and restructuring costs consist of asset impairments, employee-related costs, and other transition and termination costs related to restructuring activities. Employee-related costs include severance, tax preparation, and relocation costs, which are accounted for in accordance with ASC 420 Exit or Disposal Cost Obligations . Other transition and termination costs include fixed asset-related charges, contract and lease termination costs, professional fees, and other miscellaneous expenditures associated with the integration or restructuring activities, which are expensed as incurred. Costs are reported in restructuring charges in the consolidated statements of operations and comprehensive income (loss). The obligation related to employee separation costs is included in other current liabilities in the consolidated balance sheets. During the first quarter of 2020, the Company made the decision to close certain of the Aveda terminals and wind down those operations. The Company recorded $8.2 million of restructuring and exit costs in connection with the closure of these terminals in the year ended December 31, 2020 and the Company does not expect any future material restructuring and exit costs associated with the closure. On March 10, 2020, the Company announced a plan to integrate three operating segments with three other operating segments (Phase II of the Plan). Phase II of the Plan was initially expected to be significantly completed by June 30, 2020, however, due to uncertainties and changes in focus caused by the COVID-19 pandemic, the Company delayed and reevaluated Phase II of the Plan and reduced the planned number of integrations from three to two operating segments. As of December 31, 2020, one of these integrations had been completed, and the Company expects to complete the remaining integration in late 2021. The Company recorded $1.3 million and $8.4 million of integration and restructuring expenses in connection with the Plan and Project Pivot in the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, we have incurred a cumulative total of $9.7 million in integration and restructuring costs since inception of Phase I and II of the Plan. The following table summarizes the integration and restructuring costs as of December 31, 2020 (in millions): Severance Operating and Lease Fixed Asset Other Payroll Termination Impairment Other Total Specialized Solution Balance, December 31, 2019 $ — $ — $ — $ — $ — Costs accrued 0.2 — — 0.4 0.6 Amounts paid or charged (0.2) — — (0.4) (0.6) Specialized Solution balance at December 31, 2020 — — — — — Flatbed Solution Balance, December 31, 2019 $ — $ — $ — $ — $ — Costs accrued 0.3 — 0.2 0.1 0.6 Amounts paid or charged (0.3) — (0.2) (0.1) (0.6) Flatbed Solution balance at December 31, 2020 — — — — — Corporate Balance, December 31, 2019 $ 1.8 $ — $ — $ — $ 1.8 Costs accrued 0.1 — — — 0.1 Amounts paid or charged (1.1) — — — (1.1) Adjustments (0.7) — — — (0.7) Corporate balance at December 31, 2020 0.1 — — — 0.1 Consolidated Balance, December 31, 2019 $ 1.8 $ — $ — $ — $ 1.8 Costs accrued 0.6 — 0.2 0.5 1.3 Amounts paid or charged (1.6) — (0.2) (0.5) (2.3) Adjustments (0.7) — — — (0.7) Consolidated balance at December 31, 2020 $ 0.1 $ — $ — $ — $ 0.1 The following table summarizes the restructuring and exit costs for the Aveda closed terminals as of December 31, 2020 (in millions): Severance Operating and Lease Fixed Asset Other Payroll Termination Impairment Other Total Specialized Solution Costs accrued $ 4.4 $ 3.0 $ — $ 0.8 $ 8.2 Amounts paid or charged (4.4) (3.0) — (0.8) (8.2) Specialized Solution balance at December 31, 2020 $ — $ — $ — $ — $ — |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES | 12 Months Ended |
Dec. 31, 2020 | |
ACCRUED EXPENSES AND OTHER LIABILITIES | |
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): 2020 2019 Brokerage and escorts $ 11.9 $ 16.9 Owner operator deposits 7.8 7.1 Other accrued expenses 6.8 7.3 Unvouchered payables 6.1 7.5 Income taxes payable — 1.9 Accrued property taxes and sales taxes payable 1.5 1.7 Fuel and fuel taxes 1.1 1.3 Interest 0.5 0.5 $ 35.7 $ 44.2 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2020 | |
LONG-TERM DEBT. | |
LONG-TERM DEBT | NOTE 9 – LONG-TERM DEBT Long-term debt consists of the following at December 31 (in millions): 2020 2019 Line of credit $ — $ 1.7 Term loan facility 483.5 488.5 Equipment and real estate term loans 164.9 188.4 Finance leases 31.3 25.5 679.7 704.1 Less current portion (54.0) (59.4) Less unamortized deferred financing costs (7.1) (11.4) Long-term portion $ 618.6 $ 633.3 Term Loan Facility The Company has a $500.0 million term loan facility under a loan agreement with Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the lenders party thereto (the Term Loan Facility) with a scheduled maturity date of February 27, 2024. Term loans under the Term Loan Facility are, at the Company’s election from time to time, comprised of alternate base rate loans (an ABR Borrowing) or adjusted LIBOR loans (a Eurodollar Rate Borrowing), with the applicable margins of interest being an alternate base rate (subject to a 2.00% floor) plus 4.00% per annum and LIBOR (subject to a 1.00% floor) plus 5.00% per annum. For the year ended December 31, 2020, the average interest rate on the Term Loan Facility was 6.3% compared to 7.4% for the year ended December 31, 2019. The Term Loan Facility is secured by all assets of the Company, except those assets collateralizing equipment and certain real estate lenders debt and subject to certain customary exceptions. The Term Loan Facility contains a financial covenant requiring the Company to maintain a consolidated total leverage ratio as of the last day of any fiscal quarter of less than or equal to 4.00 to 1.00, stepping down to 3.75 to 1.00 on March 31, 2021. The consolidated total leverage ratio is defined as the ratio of (i) consolidated total debt minus unrestricted cash and cash equivalents and cash and cash equivalents restricted in favor of the administrative agent and the lenders, to (ii) consolidated Adjusted EBITDA for the trailing 12 month period (with customary add-backs permitted to consolidated Adjusted EBITDA, including in respect of synergies and cost- savings reasonably identifiable and factually supportable that are anticipated to be realized in an aggregate amount not to exceed 25% of consolidated Adjusted EBITDA and subject to other customary limitations). 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 Loan Facility 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 Loan Facility and (ii) the amount of certain capital expenditures, acquisitions, investments and restricted payments). The percentage of excess cash flow that must be applied as a mandatory prepayment is 50%, 25% or 0% for excess cash flow periods for the year ending December 31, 2019 and beyond, depending upon the first lien leverage ratio. The Term Loan Facility contains (i) certain customary affirmative covenants that, among other things, require compliance with applicable laws, periodic financial reporting and notices of material events, payment of taxes and other obligations, maintenance of property and insurance, and provision of additional guarantees and collateral, and (ii) certain customary negative covenants that, among other things, restrict the incurrence of additional indebtedness, liens on property, sale and leaseback transactions, investments, mergers, consolidations, liquidations and dissolutions, asset sales, acquisitions, the payment of distributions, dividends, redemptions and repurchases of equity interests, transactions with affiliates, prepayments and redemptions of certain other indebtedness, burdensome agreements, holding company limitations, changes in fiscal year and modifications of organizational documents. ABL Facility The Company has a senior secured asset-based revolving line of credit with an aggregate maximum credit amount equal to $100.0 million (which may be increased to $150.0 million, subject to availability under a borrowing base equal to 85% of the Company’s eligible accounts receivable, 80% of the Company’s eligible unbilled accounts receivable and 50% of parts supplies) under a credit agreement with PNC Bank, National Association, as administrative agent and the lenders party thereto, as last amended on November 5, 2020. The ABL Facility also provides for the issuance of letters of credit subject to certain restrictions and a sublimit of $40 million, as defined in the credit agreement. As of December 31, 2020, the Company had no borrowings, $16.2 million in letters of credit outstanding, and could incur approximately $83.2 million of additional indebtedness under the ABL Facility. The ABL Facility was amended on November 5, 2020. Principally, this amendment extended the scheduled maturity date of the revolving credit facility provided by the Credit Agreement from February 27, 2022 to the earliest of (a) February 27, 2025 and (b) if the Term Loans have not been repaid, repurchased, redeemed, refinanced, exchanged or otherwise satisfied in full by January 2, 2024, the later of (i) January 2, 2024 and (ii) 60 days prior to the stated maturity date of the Term Loan Agreement in effect at such time. The Amendment also, among other things, (x) increased the letter of credit sublimit from $20 million to $40 million, (y) provides that the Maximum Revolving Advance Amount may be increased from $100 million to $150 million, and (z) provides that upon the occurrence of certain events relating to a transition from the use of LIBOR Rate, the Agent and the Borrowers may amend the Credit Agreement to replace the LIBOR Rate with a Benchmark Replacement, in each case, as further set forth in the Credit Agreement. The ABL Facility was amended on June 15, 2018, to adjust margins, if necessary, on the ABL Facility beginning in the fiscal quarter ended September 30, 2018, to the applicable rates set forth in the following table corresponding to the average RLOC Utilization for the trailing 12 month period on the last day of the most recently completed fiscal quarter. RLOC Utilization at a particular date shall mean an amount equal to (a)(i) outstanding amount of Revolving Advances plus (ii) the outstanding amount of the Swing Loans plus (iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, divided by (b) Maximum Revolving Advance Amount. RLOC Utilization Base Rate Margins LIBOR Rate Margins Less than 33.3% 0.50 % 1.50 % Greater than or equal to 33.3%, but less than 66.6% 0.75 % 1.75 % Greater than or equal to 66.6% 1.00 % 2.00 % At December 31, 2020, the interest rate on the ABL Facility was 3.75%. The ABL Facility is secured by all of the Company’s U.S.-based accounts receivable, parts supplies, cash and cash equivalents excluding proceeds of the Term Loan Facility, securities and deposit accounts and other general assets not included in the Term Loan Facility collateral. The ABL Facility contains (i) a financial covenant similar to the consolidated total leverage ratio required under the Term Loan Facility requiring a leverage ratio of less than or equal to 4.00 to 1.00 for the fiscal quarter, stepping down to 3.75 to 1.00 on March 31, 2021 and (ii) during any period after a default or event of default or after excess availability falling below the greater of (x) $15.0 million and (y) 20% 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 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, 2020, the Company was in compliance with all covenants contained in the Term Loan and ABL Facilities. Equipment and Real Estate Loans As of December 31, 2020, the Company had term loans collateralized by equipment in the aggregate amount of $162.5 million with 19 lenders (Equipment Term Loans). The Equipment Term Loans bear interest at rates ranging from 2.6% to 5.9%, require monthly payments of principal and interest and mature at various dates through January 2028. The weighted average interest rate for the year ended December 31, 2020 was 4.2%. Certain of the Equipment Term Loans contain conditions, covenants, representations and warranties, events of default, and indemnification provisions applicable to the Company and certain of its subsidiaries that are customary for equipment financings, including, but not limited to, limitations on the incurrence of additional debt and the prepayment of existing indebtedness, certain payments (including dividends and other distributions to persons not party to its credit facility) and transfers of assets. As of December 31, 2020, the Company has a bank mortgage loan with a balance of $2.4 million incurred to finance the construction of the headquarters and terminal in Redmond, Oregon. The mortgage loan is collateralized by such property and buildings. The mortgage is payable in monthly installments of approximately $15,000, including interest at 3.7%, and a balloon payment of approximately $2.1 million at maturity date. The bank mortgage loan matures November 1, 2023. Finance Leases The Company leases certain equipment under long-term finance lease agreements that expire on various dates through December 2025. See Note 2 for information on finance leases. Future principal payments on long-term debt (excluding future payments on finance leases which are disclosed in Note 2) are as follows (in millions): Year ending December 31, Term Loan Facility Equipment and Real Estate Loans Total 2021 $ 5.0 $ 40.6 $ 45.6 2022 5.0 38.7 43.7 2023 5.0 37.8 42.8 2024 468.5 26.9 495.4 2025 — 15.2 15.2 Thereafter — 5.7 5.7 Total long-term debt $ 483.5 $ 164.9 $ 648.4 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
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): 2020 2019 2018 Current: Federal $ 0.6 $ (0.3) $ (0.1) State (1.7) 3.7 4.0 Foreign 0.8 — — Total current taxes (0.3) 3.4 3.9 Deferred: Federal 0.1 (45.5) (10.9) State (0.5) (11.6) (7.4) Foreign 0.5 (0.9) (1.5) Total deferred taxes 0.1 (58.0) (19.8) Benefit for income taxes $ (0.2) $ (54.6) $ (15.9) A reconciliation between the effective income tax rate and the United States statutory income tax rate for the years ended December 31, 2020, 2019 and 2018 is as follows (in millions): 2020 2019 2018 Income tax expense (benefit) at United States statutory income tax rate $ 1.3 $ (76.1) $ (4.4) Federal income tax effects of: State income tax expense, net of federal benefit (1.6) (6.2) (2.7) Foreign tax rate differential 0.1 (0.8) (0.3) Goodwill impairment — 23.4 — Per diem and other nondeductible expenses 1.4 2.3 4.1 Arbitrated decrease in contingent consideration (2.9) — — Change in valuation allowance 0.6 1.2 — Cumulative effect of change in effective tax rate — — (12.6) Tax credits (0.1) (0.3) (0.1) Other 1.0 1.9 0.1 Income tax benefit $ (0.2) $ (54.6) $ (15.9) Effective tax rate (3.3) % 15.1 % 75.5 % The decrease in the effective tax rate for the year ended December 31, 2020 compared to the year ended December 31, 2019 is primarily the result of the exclusion of nondeductible goodwill impairment. The decrease in the effective tax rate for the year ended December 31, 2019 compared to the year ended December 31, 2018 is primarily the result of a one-time benefit in 2018 related to the remeasurement of the net deferred tax liability as a result of the Tax Cuts and Jobs Act (TCJA) combined with the impairment of goodwill in 2019 for which there was no tax basis. The effects of temporary differences that give rise to significant elements of deferred tax assets and liabilities at December 31, 2020 and 2019 were as follows (in millions): 2020 2019 Deferred tax assets Accrued expenses $ 7.4 $ 5.5 Vacation accrual 0.6 0.6 Accounts receivable 0.9 0.8 Net operating losses 24.4 38.6 Deferred start-up costs 1.2 1.3 Stock based compensation 2.0 1.5 Operating lease liabilities 30.3 25.9 66.8 74.2 Valuation allowance (10.5) (7.4) Total deferred tax assets 56.3 66.8 Deferred tax liabilities Prepaid expenses (4.8) (4.7) 481(a) adjustment — (0.9) Intangible assets (17.6) (20.3) Property and equipment (75.6) (87.2) Right of Use Asset (28.3) (23.6) Total deferred tax liabilities (126.3) (136.7) Net deferred tax liability $ (70.0) $ (69.9) As of December 31, 2020 and 2019, the Company’s valuation allowance against a portion of its foreign deferred tax assets that, in the judgement of management, are not more-likely-than-not to be realized was $10.5 million and $7.4 million, respectively. 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, 2020, the Company has U.S. federal net operating loss carry forwards of approximately $51.7 million on a pre-tax basis. On an after-tax basis, the Company has state and foreign net operating losses of $1.1 million and $12.5 million, respectively. These loss carryforwards begin expiring in 2023. The Company had no uncertain tax positions as of December 31, 2020 and 2019. The Company is no longer subject to United States federal income tax examinations by tax authorities for years before 2017; however, federal net operating loss carry forwards from years prior to 2017 remain subject to review and adjustment by tax authorities. The Company is no longer subject to state income tax examinations by tax authorities for years before 2016. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS Related Party Leases The Company leases certain office facilities, terminals and revenue equipment from entities owned or partially owned by stockholders or employees on operating leases. Total lease expense related to these leases was $2.9 million, $4.8 million and $4.7 million for the years ended December 31, 2020, 2019 and 2018, respectively. Future minimum lease payments under non-cancelable related party operating leases are as follows (in millions): Office and Year ending December 31, Terminals 2021 $ 3.1 2022 3.1 2023 3.1 2024 3.1 2025 3.0 Thereafter 4.9 Total $ 20.3 Other Related Party Transactions An employee and stockholder has a 1% investment in an entity that is also a Company vendor. Total amounts paid to this vendor for product and subscription purchases were approximately $0.4 million, $0.6 million and $0.6 million for the years ended December 31, 2020, 2019 and 2018, respectively. Amounts due to the vendor as of December 31, 2020 and 2019 totaled approximately $0 and $9,000, respectively. The Company does business with an entity in which two employees, who are also stockholders, are minority owners. Revenue received from this customer totaled approximately $0.2 million, $0.4 million and $0.7 million for the years ended December 31, 2020, 2019 and 2018, respectively. Accounts receivable due from this entity totaled approximately $16,000 and $24,000 as of December 31, 2020 and 2019, respectively. The Company sold equipment to an entity partially owned by an employee and stockholder for proceeds of $1.0 million with a net book value of $0.8 million, realizing a gain of $0.2 million for the year ended December 31, 2018. There were no such transactions for the years ended December 31, 2020 and 2019. Additionally, the Company does business with a carrier owned by a stockholder’s spouse. Revenue received from this carrier totaled approximately $0.1 million, $1.8 million and $0.1 million for the years ended December 31, 2020, 2019 and 2018. Accounts receivable due from this entity totaled approximately $37,000 and $19,000 as of December 31, 2020 and 2019. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 12 – STOCKHOLDERS’ EQUITY Common Stock Common stock has voting rights – one vote for each share of common stock. On February 14, 2018, the Company and one of the Company’s stockholders entered into an underwriting agreement with Cowen and Company, LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters named therein, in connection with an underwritten public offering of 7,500,000 shares of the Company’s common stock, at a price to the public of $10.60 per share. Pursuant to the underwriting agreement, the Company granted the underwriters a 30 the offering on February 20, 2018. Net proceeds received by the Company were approximately $84.4 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company has used and intends to continue to use the net proceeds from the offering for general corporate purposes, including, among other things, working capital, capital expenditures, debt repayment or refinancing or the financing of possible future acquisitions. On June 1, 2018, after having met the earnout provisions contained in the Merger Agreement, the Company issued 5,000,000 shares of the Company’s common stock, par value $0.0001 per share, pro rata among the Private Daseke Stockholders (Earnout Shares). On June 6, 2018, as part of the consideration paid for the Aveda acquisition, the Company issued 1,612,979 shares of Daseke common stock valued at $15.4 million. See Note 3 for additional details about the Aveda acquisition. On July 1, 2018, as part of the consideration paid for the Kelsey Trail acquisition, the Company issued 95,859 shares of Daseke common stock valued at $0.9 million. See Note 3 for additional details about the Kelsey Trail acquisition. On August 1, 2018, as part of the consideration paid for the Builders acquisition, the Company issued 399,530 shares of Daseke common stock valued at $3.4 million. See Note 3 for additional details about the Builders acquisition. On December 23, 2020, the Company entered into a board representation agreement with Lyons Capital, LLC, and a board agreement with The Walden Group, Inc. and Don R. Daseke. These agreements outline specifics as to how those parties will vote their shares of common stock at any Stockholder’s Meeting. The agreement with Mr. Daseke also includes the agreement of the Company to initiate a share repurchase program for a minimum of 3,000,000 shares of common stock. Both agreements include certain standstill restrictions. As of December 31, 2020, the Company has no common stock reserved for future issuances of stock options and restricted stock units under the Company’s 2017 Omnibus Incentive Plan. See Note 13 for additional details about the Company’s stock-based compensation plan and liability classification for the awards for which sufficient shares are not available for issuance. Preferred Stock On February 27, 2017, the Company issued 650,000 shares of Series A Preferred Stock for cash of $65.0 million. The par value of Series A Preferred Stock is $0.0001 per share. Additional features of this preferred stock are as follows: Under the Certificate of Designations, Preferences, Rights and Limitations of the Series A Preferred Stock (the Certificate of Designations), each share of Series A Preferred Stock will be convertible, at the holder’s option at any time, initially into approximately 8.6957 shares of the Company’s common stock (assuming a conversion price of approximately $11.50 per share), subject to specified adjustments as set forth in the Certificate of Designations. If any holder elects to convert its Series A Preferred Stock after the seven-year anniversary of the issue date, if the then-current Conversion Price (as defined in the Certificate of Designations) exceeds the Weighted Average Price (as defined in the Certificate of Designations) for the common stock during any ten five two 20 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 30 20 30 10 66 2/3% 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 2018, 2019, 2020, the Company’s board of directors declared and the Company paid a cash dividend of $1.91 per share. c. Voting rights – Except as required by Delaware law, holders of the Series A Preferred Stock will have no voting rights except with respect to the approval of any material and adverse amendment to the Company’s certificate of incorporation, and certain significant holders of Series A Preferred Stock may have approval rights with respect to certain key economic terms of the Series A Preferred Stock, as set forth in the Certificate of Designations. Warrants The Company issued 19,959,902 warrants 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 to the sponsor in a private placement that closed simultaneously with the consummation of the IPO. At December 31, 2020, there were a total of 35,040,656 warrants outstanding to purchase 17,520,328 shares of the Company’s common stock. Each warrant entitles the registered holder to purchase one-half one-half The Company may call the Public Warrants for redemption at a price of $0.01 per warrant if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $24.00 per share for any 20 trading days within a 30 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2020 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | NOTE 13 – STOCK-BASED COMPENSATION Under the 2017 Omnibus Incentive Plan (the Plan), the Company may grant awards of stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and performance awards. Under the Plan, the Company is authorized to issue up to 4.5 million shares of common stock. As of December 31, 2020, the Company has no common stock reserved for future issuances of stock options and restricted stock units under the Company’s 2017 Omnibus Incentive Plan. As of December 31, 2020, the Company had 994,100 of p erformance stock units (“PSUs”) three one Aggregate stock-based compensation charges, net of forfeitures, were $5.9 million, $3.8 million and $3.6 million for the years ended December 31, 2020, 2019 and 2018, 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. Forfeitures are recorded as a cumulative adjustment to stock-based compensation expense in the period forfeitures occur. As of December 31, 2020, there was $5.2 million, $2.4 million, and $1.6 million of unrecognized stock-based compensation expense related to stock options, restricted stock units and PSUs, respectively. This expense will be recognized over the weighted average periods of 2.1 years for stock options, 1.5 years for restricted stock units and 2.1 years for PSUs. 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 (loss). As of December 31, 2020, the total fair value of the liability-classified PSU’s was $5.5 million. As of December 31, 2020, share-based payment liability was $1.1 million for liability-classified PSUs. Stock Options The following table summarizes stock option grants: Grantee Type # of Issued and Vesting Weighted Weighted Average Director Group 150,000 100,000 5 years $ 9.98 $ 4.36 Employee Group 4,662,630 3,014,931 3 $ 5.60 $ 3.08 Total 3,114,931 The Company’s calculations of the fair value of stock options granted as equity classification during the years ended December 31, 2020, 2019 and 2018 were made using the Black-Scholes option-pricing model. The fair value of the Company’s stock option grants were estimated utilizing the following assumptions for the years ended December 31: 2020 2019 2018 Weighted average expected life 6.0 years 6.3 years 6.5 years Risk-free interest rates 0.39% to 0.47% 1.45% to 2.58% 2.28% to 3.00% Expected volatility 41.0% to 42.5% 32.5% to 37.9% 36.7% to 39.9% Expected dividend yield 0.00% 0.00% 0.00% Since the Company does not have a sufficient history of exercise behavior, expected term is calculated using the assumption that the options will be exercised ratably from the date of vesting to the end of the contractual term for each vesting tranche of awards. The risk-free interest rate is based on the U.S. Treasury yield curve for the period of the expected term of the stock option. Expected volatility is calculated using an index of publicly traded peer companies. A summary of option activity as of December 31, 2020 and 2019 and changes during the years then ended are as follows: Shares Weighted Weighted Aggregate Outstanding as of January 1, 2019 2,066,529 $ 10.23 8.5 $ — Granted 631,136 3.20 Forfeited or expired (388,741) 9.73 Outstanding as of December 31, 2019 2,308,924 8.39 8.0 0.2 Granted 2,029,900 1.75 Forfeited or expired (1,223,893) 2.96 Outstanding as of December 31, 2020 3,114,931 $ 6.19 7.9 $ 5.9 Exercisable as of December 31, 2020 1,139,811 9.26 6.7 0.4 Vested and expected to vest as of December 31, 2020 3,114,931 $ 6.19 7.9 $ 5.9 The stock options’ maximum contract term is ten years. The total weighted average fair value of options granted during the years ended December 31, 2020 and 2019 was $4.6 million and $0.8 million, respectively. Restricted Stock Units Restricted stock units are nontransferable until vested and the holders are entitled to receive dividends with respect to the non-vested units. Prior to vesting, the grantees of restricted stock units are not entitled to vote the shares. Restricted stock unit awards vest in equal annual increments over the vesting period. The following table summarizes restricted stock unit grants under the Plan: Grantee Type # of Issued and Outstanding Vesting Weighted Average Grant Date Fair Value (Per Unit) Director Group 893,996 340,415 1-2 years $ 2.75 Employee Group 1,568,655 254,386 5 years $ 10.59 Total 594,801 A summary of restricted stock unit awards activity under the Plan as of December 31, 2020 and 2019 and changes during the years then ended are as follows: Units Weighted Non-vested as of January 1, 2019 841,361 $ 10.44 Granted 753,986 2.45 Vested (187,956) 10.35 Forfeited (226,509) 10.16 Non-vested as of December 31, 2019 1,180,882 5.44 Granted 108,498 2.77 Vested (600,900) 4.05 Forfeited (93,679) 9.42 Non-vested as of December 31, 2020 594,801 $ 5.72 Performance Stock Units PSUs become eligible for vesting upon the achievement of specific market-based conditions based on the performance of per share price of the Company’s common stock and subject to final vesting based on the participant’s continued employment through the end of the requisite service periods. As of December 31, 2020, the Company had 994,100 PSUs classified as a liability and 722,000 PSU’s classified as equity. The fair value of the liability-classified awards is remeasured at each period end using a Monte Carlo probability model, and the equity-classified awards are based on the grant date fair value using a Monte Carlo probability model. The following inputs and assumptions were used to calculate the fair value of the PSUs: As of December 31, 2020 Liability-classified Equity-classified Term 2.3 to 2.6 years 1.9 to 3.0 years Risk-free interest rate 0.14% to 0.15% 0.13% to 0.21% Expected volatility 92.3% to 96.5% 86.1% to 102.2% Expected dividend yield 0.00% 0.00% A summary of performance stock unit awards activity as of December 31, 2020 and changes during the year ended are as follows: Units Weighted Non-vested as of January 1, 2020 — $ — Granted 2,471,500 1.14 Vested — — Forfeited (755,400) 0.59 Non-vested as of December 31, 2020 1,716,100 $ 1.38 |
DEFINED CONTRIBUTION PLAN
DEFINED CONTRIBUTION PLAN | 12 Months Ended |
Dec. 31, 2020 | |
DEFINED CONTRIBUTION PLAN | |
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 $5.4 million, $5.7 million and $3.7 million for the years ended December 31, 2020, 2019 and 2018, respectively. The Company sponsored defined contribution profit-sharing plans, including 401(k) provisions for substantially all employees of acquired companies whose plans were merged into the Retirement Plan effective January 1, 2019. Matching contributions for 401(k) defined contribution plans not yet merged into the Retirement Plan totaled approximately $0.4 million for the year ended December 31, 2018. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 15 – COMMITMENTS AND CONTINGENCIES Letters of Credit The Company had outstanding letters of credit at December 31, 2020 and 2019 totaling approximately $18.1 million and $15.9 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, 2020 | |
REPORTABLE SEGMENTS | |
REPORTABLE SEGMENTS | NOTE 16 – REPORTABLE SEGMENTS The Company evaluates the performance of the segments primarily based on their respective revenues and operating income. Accordingly, interest expense and other non-operating items are not reported in segment results. In addition, the Company has disclosed a corporate segment, which is not an operating segment and includes acquisition transaction expenses, corporate salaries, interest expense and other corporate administrative expenses and intersegment eliminations. The Company’s operating segments also provide transportation and related services for one another. Such services are generally billed at cost, and no profit is earned. Such intersegment revenues and expenses are eliminated in the Company’s consolidated results. Intersegment revenues and expenses totaled $6.5 million, $9.5 million and $5.1 million for the Flatbed Solutions segment for the years ended December 31, 2020, 2019 and 2018, respectively. Intersegment revenues and expenses totaled $12.0 million, $11.5 million and $8.9 million for the Specialized Solutions segment for the years ended December 31, 2020, 2019 and 2018, respectively. Certain insurance costs have been allocated to the operating segments beginning January 1, 2020, which were included in the corporate segment in 2019 within the operating income (loss) and income (loss) before income tax line items. Insurance costs included in the corporate segment for the year ended December 31, 2019 were $3.6 million for the Flatbed Solutions segment and $11.2 million for the Specialized Solutions segment. The following table reflects certain financial data of the Company’s reportable segments for the years ended December 31, 2020, 2019 and 2018 (in millions): Flatbed Specialized Solutions Solutions Corporate/ Consolidated Segment Segment Eliminations Totals Year Ended December 31, 2020 Total revenue $ 578.9 $ 893.7 $ (18.5) $ 1,454.1 Company freight 191.2 495.6 (10.0) 676.8 Owner operator freight 262.1 152.5 (5.7) 408.9 Brokerage 70.3 165.6 (1.6) 234.3 Logistics 2.9 34.5 — 37.4 Fuel surcharge 52.4 45.5 (1.2) 96.7 Operating income (loss) 32.6 53.3 (50.5) 35.4 Depreciation 35.1 55.1 0.9 91.1 Amortization of intangible assets 3.2 4.0 — 7.2 Impairment 2.0 13.4 — 15.4 Restructuring 0.6 8.8 0.1 9.5 Non-cash operating lease expense (0.3) (7.7) — (8.0) Interest expense 9.5 11.4 24.0 44.9 Income (loss) before income tax 7.2 32.0 (33.2) 6.0 Total assets 326.1 596.5 204.3 1,126.9 Capital expenditures 30.3 57.6 7.6 95.5 Year Ended December 31, 2019 Total revenue $ 663.0 $ 1,095.7 $ (21.7) $ 1,737.0 Company freight 215.3 603.2 (13.9) 804.6 Owner operator freight 275.7 185.5 (5.9) 455.3 Brokerage 93.9 200.8 — 294.7 Logistics 2.8 44.8 (0.1) 47.5 Fuel surcharge 75.3 61.4 (1.8) 134.9 Operating loss (94.4) (158.7) (59.0) (312.1) Depreciation 46.5 85.0 0.7 132.2 Amortization of intangible assets 5.3 9.0 — 14.3 Impairment 116.7 196.1 — 312.8 Restructuring 1.7 3.9 2.8 8.4 Non-cash operating lease expense 10.6 16.2 0.4 27.2 Interest expense 10.7 12.9 26.8 50.4 Loss before income tax (126.1) (203.6) (32.3) (362.0) Total assets 348.1 683.1 109.4 1,140.6 Capital expenditures 38.3 54.8 1.6 94.7 Year Ended December 31, 2018 Total revenue $ 662.0 $ 965.1 $ (14.0) $ 1,613.1 Company freight 206.2 524.3 (8.8) 721.7 Owner operator freight 271.5 171.8 (2.8) 440.5 Brokerage 104.2 163.1 (0.9) 266.4 Logistics 3.0 39.9 (0.1) 42.8 Fuel surcharge 77.1 66.0 (1.4) 141.7 Operating income (loss) 32.9 23.1 (34.1) 21.9 Depreciation 29.9 84.3 0.2 114.4 Amortization of intangible assets 6.2 10.5 — 16.7 Impairment — 13.9 — 13.9 Interest expense 8.6 11.3 25.6 45.5 Income (loss) before income tax 13.8 (7.1) (27.8) (21.1) Total assets 464.8 884.2 41.9 1,390.9 Capital expenditures 38.2 116.0 2.1 156.3 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2020 | |
EARNINGS (LOSS) PER SHARE | |
EARNINGS (LOSS) PER SHARE | NOTE 17 – EARNINGS (LOSS) PER SHARE ASC Topic 260, Earnings Per Share 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, 2020, 2019 and 2018 shares of the Company’s 7.625% Series A Convertible Cumulative Preferred Stock (Series A Preferred Stock) were not included in the computation of diluted loss per share as their effects were anti-dilutive. For the years ended December 31, 2019 and 2018 shares of the Company’s outstanding stock options were not included in the computation of diluted loss per share as their effects were anti-dilutive. The following table sets forth the computation of basic and diluted earnings per share under the two-class method: Year Ended December 31, (In millions except per share data) 2020 2019 2018 Numerator Net income (loss) $ 6.2 $ (307.4) $ (5.2) Less Series A preferred dividends (4.9) (5.0) (4.9) Net income (loss) attributable to common stockholders 1.3 (312.4) (10.1) Allocation of earnings to non-vested participating restricted stock units — — — Numerator for basic EPS - income (loss) available to common stockholders - two class method $ 1.3 $ (312.4) $ (10.1) Effect of dilutive securities: Add back Series A preferred dividends $ — $ — $ — Add back allocation earnings to participating securities — — — Reallocation of earnings to participating securities considering potentially dilutive securities — — — Numerator for diluted EPS - income (loss) available to common shareholders - two class method $ 1.3 $ (312.4) $ (10.1) Denominator Denominator for basic EPS - weighted-average shares 64,775,275 64,303,438 61,654,820 Effect of dilutive securities: Stock options and performance share units 895,971 — — Convertible preferred stock — — — Denominator for diluted EPS - weighted-average shares 65,671,246 64,303,438 61,654,820 Basic earnings (loss) per share $ 0.02 $ (4.86) $ (0.16) Diluted earnings (loss) per share $ 0.02 $ (4.86) $ (0.16) |
NATURE OF OPERATIONS AND SUMM_2
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Nature of Operations | Nature of Operations Daseke, Inc. is engaged in full service open-deck trucking that specializes primarily in flatbed truckload and heavy haul transportation of specialized items throughout the United States, Canada and Mexico. The Company also provides logistical planning and warehousing services to customers. The Company is subject to regulation by the Department of Transportation, the Department of Defense, the Department of Energy, and various state regulatory authorities in the United States. The Company is also subject to regulation by the Ministries of Transportation and Communications and various provincial regulatory authorities in Canada. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Daseke, Inc. and its wholly owned subsidiaries (“Daseke”). All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Accounts Receivable | Accounts Receivable The Company grants credit to its customers for substantially all of its sales. Accounts receivable are carried at original invoice amount less an estimate for doubtful accounts. The Company establishes an allowance for doubtful accounts based on a periodic review of its outstanding receivables and consideration of historical experience. Accounts receivable are written off when deemed uncollectible and recoveries of trade accounts receivable previously written off are recorded as income when received. Accounts receivable are unsecured and the Company does not charge interest on outstanding receivables. Changes in the allowance for doubtful accounts is as follows (in millions): Year Ended December 31, 2020 2019 Beginning balance $ 3.5 $ 1.2 Provision, charged to expense 1.2 3.7 Write-off, less recoveries (1.7) (1.4) Ending balance $ 3.0 $ 3.5 |
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 as of December 31, 2020 and 2019 with a balance of $160.0 million and $72.9 million, 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 Leasehold improvements 5 – 20 years (1) Revenue equipment – tractors, trailers and accessories 5 Assets leased and available for lease to owner-operators 1 Vehicles 5 Furniture and fixtures 5 Office, computer equipment and capitalized software development 3 (1) Long-lived assets are reviewed for impairment at the asset group level whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the sum of the expected future undiscounted cash flow is less than the carrying amount of the asset, an impairment is indicated. A loss is then recognized for the difference, if any, between the fair value of the asset (as estimated by management using its best judgment) and the carrying value of the asset. If actual market value is less favorable than that estimated by management, additional write-downs may be required. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill and other intangible assets result from business acquisitions. The Company accounts for business acquisitions by assigning the purchase price to tangible and intangible assets and liabilities. Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over amounts assigned is recorded as goodwill. Goodwill is tested for impairment at least annually (or more frequently if impairment indicators arise) for each reporting unit by applying either a qualitative or quantitative analysis in accordance with the authoritative accounting guidance on goodwill. The Company first assesses qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis for determining whether it is necessary to perform a quantitative goodwill impairment test. The Company may bypass the qualitative assessment for any reporting unit in any period and proceed directly with the quantitative analysis. The quantitative analysis compares the fair value of the reporting unit with its carrying amount. The Company estimates the fair value of a reporting unit using a combination of discounted expected future cash flows (income approach) and guideline public companies method (market approach). The Company’s annual assessment is conducted as of October 1 of each year. Other intangible assets recorded consist of indefinite lived trade names and definite lived non-competition agreements and customer relationships. These intangible assets are stated at estimated fair value at the time of acquisition less accumulated amortization. Amortization is recorded using the straight-line method over the following estimated useful lives: Customer relationships 10 Non-competition agreements 2 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 1 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 accessorial 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, 2020, 2019 and 2018. |
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 (loss) 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, 2020 and 2019. The Company is no longer subject to United States federal income tax examinations by tax authorities for years before 2017. The Company is no longer subject to state income tax examinations by tax authorities for years before 2016. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk include accounts receivable. One customer represented 13.4% of trade accounts receivable as of December 31, 2020 and one customer represented 10.2% of trade accounts receivable as of December 31, 2019. One customer represented 10.4% of total revenue for the year ended December 31, 2020. No customer represented 10% or more of total revenue for the years ended December 31, 2019 and 2018. |
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, 2020 and 2019, the balance of deferred finance charges was $7.1 million and $11.4 million, respectively, which is included as a reduction of long-term debt, net of current portion in the consolidated balance sheets. Amortization expense for the years ended December 31, 2020, 2019 and 2018 totaled $4.3 million, $3.5 million and $2.9 million, respectively, which is included in interest expense. In 2019, the Company expensed $2.3 million to write-off certain deferred financing fees due to unsuccessful efforts to restructure the debt facilities. |
Fair Value Measurements | Fair Value Measurements The Company follows the accounting guidance for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a framework for measuring fair value and expands disclosures about fair value measurements. The three levels of the fair value framework are as follows: Level 1 – Quoted market prices in active markets for identical assets or liabilities. Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3 – Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets. A financial asset or liability’s classification within the framework is determined based on the lowest level of input that is significant to the fair value measurement. The Company may be required, on a non-recurring basis, to adjust the carrying value of the Company’s property and equipment, intangible assets, goodwill and contingent consideration. When necessary, these valuations are determined by the Company using Level 3 inputs. These assets are subject to fair value adjustments in certain circumstances, such as when there is evidence that impairment may exist. The Company valued contingent consideration for acquisition related earn-outs (see Note 3 for details) using Level 3 inputs. The table below is a summary of the changes in the fair value of the earn-out liability for the years ended December 31, 2020 and 2019 (in millions): 2020 2019 Balance, beginning of year $ 21.5 $ 21.9 Change in fair value (0.2) (0.4) Arbitrated decrease in contingent consideration (13.7) — Payment of contingent consideration (7.6) — Balance, end of year $ — $ 21.5 On October 21, 2020, the Company and the representative of the former Aveda shareholders agreed to an earnout payment of $7.4 million as the result of an arbitration process, which was paid in the fourth quarter of 2020. The settlement was approximately $13.7 million less than the contingent consideration liability, which was recognized as a gain in the fourth quarter of 2020. In addition, $0.2 million was paid during the year ended December 31, 2020 related to other contingent consideration. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash, accounts receivable, accounts payable and accrued expenses, the line of credit and long-term debt. The carrying value of these financial instruments approximates fair value based on the liquidity of these financial instruments, their short-term nature or variable interest rates. |
Stock-Based Compensation | Stock-Based Compensation Awards of equity instruments issued to employees and directors are accounted for under the fair value method of accounting and recognized in the consolidated statements of operations and comprehensive income (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 does not have a sufficient history of exercise behavior, expected term is calculated using the assumption that the options will be exercised ratably from the date of vesting to the end of the contractual term for each vesting tranche of awards. The risk-free interest rate is based on the U.S. Treasury yield curve for the period of the expected term of the stock option. For equity-classified awards, expected volatility is calculated using an index of publicly traded peer companies. For liability-classified awards, expected volatility is calculated using split and dividend adjusted closing stock prices over a lookback period commensurate with the remaining term of each award. 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 performance stock units are estimated 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. The Company believes these methods are appropriate for measuring these highly judgmental self-insurance accruals. However, the use of any estimation method is sensitive to the assumptions and factors described above, based on the magnitude of claims and the length of time from the date the claim is incurred to ultimate settlement. Accordingly, changes in these assumptions and factors can materially affect actual costs paid to settle the claims and those amounts may be different than estimates. |
Segment Reporting | Segment Reporting The Company determines its operating segments based on the information utilized by the chief operating decision maker to allocate resources and assess performance. Based on this information, the Company has determined it has 11 operating segments as of December 31, 2020, 13 operating segments as of December 31, 2019 and 16 operating segments as of December 31, 2018 that are aggregated into two reportable segments: Flatbed Solutions, which delivers its services using primarily flatbed transportation equipment to meet the needs of high-volume, time-sensitive shippers, and Specialized Solutions, which delivers transportation and logistics solutions for super heavy haul, high-value customized and over-dimensional loads, many of which require engineering and customized equipment. |
Earnings (loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per common share is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) 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 (loss). |
Common Stock Purchase Warrants | Common Stock Purchase Warrants The Company accounts for the issuance of common stock purchase warrants in connection with equity offerings in accordance with the provisions of the Accounting Standards Codification (ASC) 815, Derivatives and Hedging The Company assessed the classification of its common stock purchase warrants and determined that such instruments met the criteria for equity classification at the time of issuance. |
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 FASB issued ASU No. 2019 - 12 – Income Taxes (Topic 740 ) Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in the accounting standards. The amendments in ASU 2019 - 12 eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019 - 12 also clarifies and simplifies other aspects of the accounting for income taxes. The amendments in ASU 2019 - 12 will become effective for the Company on January 1, 2022 . Early adoption is permitted, including adoption in any interim period. In June 2016, the FASB issued ASU No. 2016-13, Accounting for Credit Losses (Topic 326). ASU 2016-13 requires the use of an “expected loss” model on certain types of financial instruments. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets, including trade receivables. The new standard will become effective for the Company beginning with the first quarter 2023 and is not expected to have a material impact on the Company’s consolidated financial statements. |
Reclassification of Prior Period Amounts | Reclassification of Prior Period Amounts Certain prior period financial information has been reclassified to conform to current period presentation. As of December 31, 2020, the Company reclassified the presentation of finance lease right-of-use assets from other non-current assets to property and equipment, net. To conform to this presentation, the December 31, 2019 balance of finance lease right-of-use assets of $25.3 million was also reclassified to property and equipment |
NATURE OF OPERATIONS AND SUMM_3
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of Changes in the allowance for doubtful accounts | Changes in the allowance for doubtful accounts is as follows (in millions): Year Ended December 31, 2020 2019 Beginning balance $ 3.5 $ 1.2 Provision, charged to expense 1.2 3.7 Write-off, less recoveries (1.7) (1.4) Ending balance $ 3.0 $ 3.5 |
Schedule of estimated salvage value using the straight-line method over the estimated useful lives | Buildings and building improvements 10 Leasehold improvements 5 – 20 years (1) Revenue equipment – tractors, trailers and accessories 5 Assets leased and available for lease to owner-operators 1 Vehicles 5 Furniture and fixtures 5 Office, computer equipment and capitalized software development 3 (1) |
Intangible assets - finite lived | Customer relationships 10 Non-competition agreements 2 |
Contingent Consideration | |
Summary of changes in the fair value of the liabilities | The Company valued contingent consideration for acquisition related earn-outs (see Note 3 for details) using Level 3 inputs. The table below is a summary of the changes in the fair value of the earn-out liability for the years ended December 31, 2020 and 2019 (in millions): 2020 2019 Balance, beginning of year $ 21.5 $ 21.9 Change in fair value (0.2) (0.4) Arbitrated decrease in contingent consideration (13.7) — Payment of contingent consideration (7.6) — Balance, end of year $ — $ 21.5 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
LEASES | |
Schedule of components of lease expenses | The following table reflects the Company’s components of lease expenses for the year ended December 31, 2020 and 2019 (in millions): Year Ended December 31, Classification 2020 2019 Operating lease cost Revenue equipment Operations and maintenance $ 24.3 $ 22.2 Real estate Administrative expense 8.7 13.8 Total operating lease cost $ 33.0 $ 36.0 Finance lease cost Amortization of right-of-use assets Depreciation and amortization $ 5.1 $ 5.4 Interest on lease liabilities Interest expense 1.2 0.9 Total finance lease cost $ 6.3 $ 6.3 Total lease cost (a) $ 39.3 $ 42.3 (a) Short-term lease expense and variable lease expense are immaterial. |
Schedule of components of assets and liabilities for operating and finance leases | The components of assets and liabilities for operating and finance leases are as follows as of December 31, 2020 and 2019 (in millions): December 31, Classification 2020 2019 Assets Operating lease right-of-use assets Right-of-use assets $ 121.1 $ 95.9 Finance lease right-of-use assets Property and equipment, net 30.6 25.3 Total lease assets $ 151.7 $ 121.2 Liabilities Operating lease liabilities: Current Current operating lease liabilities $ 30.9 $ 27.3 Non-current Non-current operating lease liabilities 96.0 77.8 Total operating lease liabilities $ 126.9 $ 105.1 Finance lease liabilities: Current Current portion of long-term debt $ 8.5 $ 6.2 Non-current Long-term debt, net of current portion 22.7 19.3 Total finance lease liabilities $ 31.2 $ 25.5 Total lease liabilities $ 158.1 $ 130.6 |
Summary of supplemental cash flow related to leases | The following table is a summary of supplemental cash flows related to leases for the year ended December 31, 2020 and 2019 (in millions): Year Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (37.8) $ (35.6) Operating cash flows from finance leases (1.1) (0.9) Financing cash flows from finance leases (6.6) (5.9) Right-of-use assets obtained in exchange for lease obligations: Operating lease right-of-use assets $ 54.6 $ 39.2 Finance lease right-of-use assets 11.6 13.1 |
Summary of Future payments on leases, Operating lease | The following table is the future payments on leases as of December 31, 2020 (in millions): Operating Finance Year ending December 31, leases leases Total 2021 $ 36.2 $ 9.6 $ 45.8 2022 32.1 7.5 39.6 2023 26.3 8.1 34.4 2024 15.1 5.4 20.5 2025 8.9 2.5 11.4 Thereafter 27.1 — 27.1 Total lease payments 145.7 33.1 178.8 Less: interest (18.8) (1.9) (20.7) Present value of lease liabilities $ 126.9 $ 31.2 $ 158.1 |
Summary of Future payments on leases, Finance lease | Operating Finance Year ending December 31, leases leases Total 2021 $ 36.2 $ 9.6 $ 45.8 2022 32.1 7.5 39.6 2023 26.3 8.1 34.4 2024 15.1 5.4 20.5 2025 8.9 2.5 11.4 Thereafter 27.1 — 27.1 Total lease payments 145.7 33.1 178.8 Less: interest (18.8) (1.9) (20.7) Present value of lease liabilities $ 126.9 $ 31.2 $ 158.1 |
Summary of weighted average lease term and discount rate for leases | December 31, 2020 2019 Weighted-average remaining lease term (years) Operating leases 5.59 5.01 Finance leases 3.57 3.83 Weighted-average discount rate Operating leases 5.04 % 5.54 % Finance leases 4.40 % 4.51 % |
Schedule of future minimum receipts on leases | The following table is the future minimum receipts on leases as of December 31, 2020 (in millions): Year ending December 31, Amount 2021 $ 24.1 2022 18.7 2023 12.0 2024 6.7 2025 3.1 Thereafter 0.4 Total minimum lease receipts $ 65.0 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Acquisition 2018 | |
ACQUISITIONS | |
Summary of the allocation of the purchase price paid to the fair values of the 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, of the Company’s 2018 acquisitions (in millions): (all amounts in U.S. dollars) Leavitt's Builders Kelsey Trail Aveda Accounts receivable $ 1.9 $ 8.4 $ 2.3 $ 37.3 Parts supplies 0.1 0.3 — — Other current assets 0.4 1.5 0.4 2.5 Property and equipment 8.5 29.4 9.2 89.8 Goodwill 5.1 14.7 3.3 7.7 Intangible assets 3.6 10.6 1.5 15.0 Other non-current assets — 0.5 — — Deferred tax liability — (9.2) (2.7) (6.7) Accounts payable and other liabilities (4.9) (19.9) (8.0) (30.0) Total $ 14.7 $ 36.3 $ 6.0 $ 115.6 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
OTHER CURRENT ASSETS | |
Schedule of components of other current assets | The components of other current assets are as follows as of December 31 (in millions): 2020 2019 Insurance $ 12.0 $ 10.1 Licensing, permits and tolls 4.9 5.4 Other prepaids 3.2 1.7 Parts supplies 3.1 3.5 Income tax receivable 1.6 — Highway and fuel taxes 1.1 1.6 Other assets 0.6 3.1 Total $ 26.5 $ 25.4 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
GOODWILL AND INTANGIBLE ASSETS | |
Schedule of changes in carrying amount of goodwill | The summary of changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2019 are as follows (in millions): Flatbed Specialized Total Goodwill balance at January 1, 2019 $ 101.5 156.9 $ 258.4 Impairment (42.2) (76.6) (118.8) Adjustments to previously recorded goodwill, net — (0.3) (0.3) Foreign currency translation adjustment — 0.6 0.6 Goodwill balance at December 31, 2019 59.3 80.6 139.9 Foreign currency translation adjustment — 0.2 0.2 Goodwill balance at December 31, 2020 $ 59.3 $ 80.8 $ 140.1 |
Schedule of intangible assets | Intangible assets consisted of the following at December 31, 2020 and 2019 (in millions): As of December 31, 2020 As of December 31, 2019 Intangible Accumulated Intangible Intangible Accumulated Intangible Assets Amortization Assets, net Assets Amortization Assets, net Non-competition agreements $ 21.7 $ (19.7) $ 2.0 $ 21.7 $ (18.4) $ 3.3 Customer relationships 88.9 (48.1) 40.8 88.9 (42.2) 46.7 Trade names 50.9 — 50.9 59.1 — 59.1 Foreign currency translation adjustment 0.1 — 0.1 — — — Total intangible assets $ 161.6 $ (67.8) $ 93.8 $ 169.7 $ (60.6) $ 109.1 |
Schedule of future estimated amortization expense | Future estimated amortization expense is as follows (in millions): Non-competition Customer Year ending December 31, Agreements Relationships 2021 $ 1.0 $ 5.9 2022 0.9 5.9 2023 0.1 5.9 2024 — 4.1 2025 — 3.1 Thereafter — 15.9 Total $ 2.0 $ 40.8 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT. | |
Schedule of components of property and equipment | The components of property and equipment are as follows at December 31 (in millions): 2020 2019 Revenue equipment $ 546.7 $ 630.6 Assets leased and available for lease to owner-operators 87.1 64.3 Buildings and improvements 57.0 59.9 Furniture and fixtures, office and computer equipment, vehicles and capitalized software development 31.9 40.2 722.7 795.0 Accumulated depreciation (320.0) (330.7) Total $ 402.7 $ 464.3 |
INTEGRATION AND RESTRUCTURING (
INTEGRATION AND RESTRUCTURING (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of summarizes the integration and restructuring costs | The following table summarizes the integration and restructuring costs as of December 31, 2020 (in millions): Severance Operating and Lease Fixed Asset Other Payroll Termination Impairment Other Total Specialized Solution Balance, December 31, 2019 $ — $ — $ — $ — $ — Costs accrued 0.2 — — 0.4 0.6 Amounts paid or charged (0.2) — — (0.4) (0.6) Specialized Solution balance at December 31, 2020 — — — — — Flatbed Solution Balance, December 31, 2019 $ — $ — $ — $ — $ — Costs accrued 0.3 — 0.2 0.1 0.6 Amounts paid or charged (0.3) — (0.2) (0.1) (0.6) Flatbed Solution balance at December 31, 2020 — — — — — Corporate Balance, December 31, 2019 $ 1.8 $ — $ — $ — $ 1.8 Costs accrued 0.1 — — — 0.1 Amounts paid or charged (1.1) — — — (1.1) Adjustments (0.7) — — — (0.7) Corporate balance at December 31, 2020 0.1 — — — 0.1 Consolidated Balance, December 31, 2019 $ 1.8 $ — $ — $ — $ 1.8 Costs accrued 0.6 — 0.2 0.5 1.3 Amounts paid or charged (1.6) — (0.2) (0.5) (2.3) Adjustments (0.7) — — — (0.7) Consolidated balance at December 31, 2020 $ 0.1 $ — $ — $ — $ 0.1 |
Aveda | |
Schedule of summarizes the integration and restructuring costs | The following table summarizes the restructuring and exit costs for the Aveda closed terminals as of December 31, 2020 (in millions): Severance Operating and Lease Fixed Asset Other Payroll Termination Impairment Other Total Specialized Solution Costs accrued $ 4.4 $ 3.0 $ — $ 0.8 $ 8.2 Amounts paid or charged (4.4) (3.0) — (0.8) (8.2) Specialized Solution balance at December 31, 2020 $ — $ — $ — $ — $ — |
ACCRUED EXPENSES AND OTHER LI_2
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
ACCRUED EXPENSES AND OTHER LIABILITIES | |
Schedule of components of accrued expenses and other liabilities | The components of accrued expenses and other liabilities are as follows at December 31 (in millions): 2020 2019 Brokerage and escorts $ 11.9 $ 16.9 Owner operator deposits 7.8 7.1 Other accrued expenses 6.8 7.3 Unvouchered payables 6.1 7.5 Income taxes payable — 1.9 Accrued property taxes and sales taxes payable 1.5 1.7 Fuel and fuel taxes 1.1 1.3 Interest 0.5 0.5 $ 35.7 $ 44.2 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
LONG-TERM DEBT. | |
Schedule of long term debt | Long-term debt consists of the following at December 31 (in millions): 2020 2019 Line of credit $ — $ 1.7 Term loan facility 483.5 488.5 Equipment and real estate term loans 164.9 188.4 Finance leases 31.3 25.5 679.7 704.1 Less current portion (54.0) (59.4) Less unamortized deferred financing costs (7.1) (11.4) Long-term portion $ 618.6 $ 633.3 |
Schedule of adjustment for margin of line of credit and senior term loan corresponding to RLOC Utilization | RLOC Utilization Base Rate Margins LIBOR Rate Margins Less than 33.3% 0.50 % 1.50 % Greater than or equal to 33.3%, but less than 66.6% 0.75 % 1.75 % Greater than or equal to 66.6% 1.00 % 2.00 % |
Future principal payments on long-term debt | Future principal payments on long-term debt (excluding future payments on finance leases which are disclosed in Note 2) are as follows (in millions): Year ending December 31, Term Loan Facility Equipment and Real Estate Loans Total 2021 $ 5.0 $ 40.6 $ 45.6 2022 5.0 38.7 43.7 2023 5.0 37.8 42.8 2024 468.5 26.9 495.4 2025 — 15.2 15.2 Thereafter — 5.7 5.7 Total long-term debt $ 483.5 $ 164.9 $ 648.4 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
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): 2020 2019 2018 Current: Federal $ 0.6 $ (0.3) $ (0.1) State (1.7) 3.7 4.0 Foreign 0.8 — — Total current taxes (0.3) 3.4 3.9 Deferred: Federal 0.1 (45.5) (10.9) State (0.5) (11.6) (7.4) Foreign 0.5 (0.9) (1.5) Total deferred taxes 0.1 (58.0) (19.8) Benefit for income taxes $ (0.2) $ (54.6) $ (15.9) |
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 for the years ended December 31, 2020, 2019 and 2018 is as follows (in millions): 2020 2019 2018 Income tax expense (benefit) at United States statutory income tax rate $ 1.3 $ (76.1) $ (4.4) Federal income tax effects of: State income tax expense, net of federal benefit (1.6) (6.2) (2.7) Foreign tax rate differential 0.1 (0.8) (0.3) Goodwill impairment — 23.4 — Per diem and other nondeductible expenses 1.4 2.3 4.1 Arbitrated decrease in contingent consideration (2.9) — — Change in valuation allowance 0.6 1.2 — Cumulative effect of change in effective tax rate — — (12.6) Tax credits (0.1) (0.3) (0.1) Other 1.0 1.9 0.1 Income tax benefit $ (0.2) $ (54.6) $ (15.9) Effective tax rate (3.3) % 15.1 % 75.5 % |
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 at December 31, 2020 and 2019 were as follows (in millions): 2020 2019 Deferred tax assets Accrued expenses $ 7.4 $ 5.5 Vacation accrual 0.6 0.6 Accounts receivable 0.9 0.8 Net operating losses 24.4 38.6 Deferred start-up costs 1.2 1.3 Stock based compensation 2.0 1.5 Operating lease liabilities 30.3 25.9 66.8 74.2 Valuation allowance (10.5) (7.4) Total deferred tax assets 56.3 66.8 Deferred tax liabilities Prepaid expenses (4.8) (4.7) 481(a) adjustment — (0.9) Intangible assets (17.6) (20.3) Property and equipment (75.6) (87.2) Right of Use Asset (28.3) (23.6) Total deferred tax liabilities (126.3) (136.7) Net deferred tax liability $ (70.0) $ (69.9) |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Future payments on leases, Operating lease | The following table is the future payments on leases as of December 31, 2020 (in millions): Operating Finance Year ending December 31, leases leases Total 2021 $ 36.2 $ 9.6 $ 45.8 2022 32.1 7.5 39.6 2023 26.3 8.1 34.4 2024 15.1 5.4 20.5 2025 8.9 2.5 11.4 Thereafter 27.1 — 27.1 Total lease payments 145.7 33.1 178.8 Less: interest (18.8) (1.9) (20.7) Present value of lease liabilities $ 126.9 $ 31.2 $ 158.1 |
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 2021 $ 3.1 2022 3.1 2023 3.1 2024 3.1 2025 3.0 Thereafter 4.9 Total $ 20.3 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Tabular disclosure of stock option grants under the Plan | Grantee Type # of Issued and Vesting Weighted Weighted Average Director Group 150,000 100,000 5 years $ 9.98 $ 4.36 Employee Group 4,662,630 3,014,931 3 $ 5.60 $ 3.08 Total 3,114,931 |
Schedule of fair value assumptions of stock option grants | 2020 2019 2018 Weighted average expected life 6.0 years 6.3 years 6.5 years Risk-free interest rates 0.39% to 0.47% 1.45% to 2.58% 2.28% to 3.00% Expected volatility 41.0% to 42.5% 32.5% to 37.9% 36.7% to 39.9% Expected dividend yield 0.00% 0.00% 0.00% |
Schedule of summary of option activity under the Plan and changes during the period | Shares Weighted Weighted Aggregate Outstanding as of January 1, 2019 2,066,529 $ 10.23 8.5 $ — Granted 631,136 3.20 Forfeited or expired (388,741) 9.73 Outstanding as of December 31, 2019 2,308,924 8.39 8.0 0.2 Granted 2,029,900 1.75 Forfeited or expired (1,223,893) 2.96 Outstanding as of December 31, 2020 3,114,931 $ 6.19 7.9 $ 5.9 Exercisable as of December 31, 2020 1,139,811 9.26 6.7 0.4 Vested and expected to vest as of December 31, 2020 3,114,931 $ 6.19 7.9 $ 5.9 |
Summary of restricted stock unit grants under the Plan | Grantee Type # of Issued and Outstanding Vesting Weighted Average Grant Date Fair Value (Per Unit) Director Group 893,996 340,415 1-2 years $ 2.75 Employee Group 1,568,655 254,386 5 years $ 10.59 Total 594,801 |
Summary of restricted stock awards activity under the Plan | Units Weighted Non-vested as of January 1, 2019 841,361 $ 10.44 Granted 753,986 2.45 Vested (187,956) 10.35 Forfeited (226,509) 10.16 Non-vested as of December 31, 2019 1,180,882 5.44 Granted 108,498 2.77 Vested (600,900) 4.05 Forfeited (93,679) 9.42 Non-vested as of December 31, 2020 594,801 $ 5.72 |
Summary of performance stock unit grants under the Plan | Units Weighted Non-vested as of January 1, 2020 — $ — Granted 2,471,500 1.14 Vested — — Forfeited (755,400) 0.59 Non-vested as of December 31, 2020 1,716,100 $ 1.38 |
Performance Stock Units | |
Schedule of fair value assumptions of stock option grants | As of December 31, 2020 Liability-classified Equity-classified Term 2.3 to 2.6 years 1.9 to 3.0 years Risk-free interest rate 0.14% to 0.15% 0.13% to 0.21% Expected volatility 92.3% to 96.5% 86.1% to 102.2% Expected dividend yield 0.00% 0.00% |
REPORTABLE SEGMENTS (Tables)
REPORTABLE SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
REPORTABLE SEGMENTS | |
Schedule of tabular disclosure of financial data of the Company's reportable segments | Flatbed Specialized Solutions Solutions Corporate/ Consolidated Segment Segment Eliminations Totals Year Ended December 31, 2020 Total revenue $ 578.9 $ 893.7 $ (18.5) $ 1,454.1 Company freight 191.2 495.6 (10.0) 676.8 Owner operator freight 262.1 152.5 (5.7) 408.9 Brokerage 70.3 165.6 (1.6) 234.3 Logistics 2.9 34.5 — 37.4 Fuel surcharge 52.4 45.5 (1.2) 96.7 Operating income (loss) 32.6 53.3 (50.5) 35.4 Depreciation 35.1 55.1 0.9 91.1 Amortization of intangible assets 3.2 4.0 — 7.2 Impairment 2.0 13.4 — 15.4 Restructuring 0.6 8.8 0.1 9.5 Non-cash operating lease expense (0.3) (7.7) — (8.0) Interest expense 9.5 11.4 24.0 44.9 Income (loss) before income tax 7.2 32.0 (33.2) 6.0 Total assets 326.1 596.5 204.3 1,126.9 Capital expenditures 30.3 57.6 7.6 95.5 Year Ended December 31, 2019 Total revenue $ 663.0 $ 1,095.7 $ (21.7) $ 1,737.0 Company freight 215.3 603.2 (13.9) 804.6 Owner operator freight 275.7 185.5 (5.9) 455.3 Brokerage 93.9 200.8 — 294.7 Logistics 2.8 44.8 (0.1) 47.5 Fuel surcharge 75.3 61.4 (1.8) 134.9 Operating loss (94.4) (158.7) (59.0) (312.1) Depreciation 46.5 85.0 0.7 132.2 Amortization of intangible assets 5.3 9.0 — 14.3 Impairment 116.7 196.1 — 312.8 Restructuring 1.7 3.9 2.8 8.4 Non-cash operating lease expense 10.6 16.2 0.4 27.2 Interest expense 10.7 12.9 26.8 50.4 Loss before income tax (126.1) (203.6) (32.3) (362.0) Total assets 348.1 683.1 109.4 1,140.6 Capital expenditures 38.3 54.8 1.6 94.7 Year Ended December 31, 2018 Total revenue $ 662.0 $ 965.1 $ (14.0) $ 1,613.1 Company freight 206.2 524.3 (8.8) 721.7 Owner operator freight 271.5 171.8 (2.8) 440.5 Brokerage 104.2 163.1 (0.9) 266.4 Logistics 3.0 39.9 (0.1) 42.8 Fuel surcharge 77.1 66.0 (1.4) 141.7 Operating income (loss) 32.9 23.1 (34.1) 21.9 Depreciation 29.9 84.3 0.2 114.4 Amortization of intangible assets 6.2 10.5 — 16.7 Impairment — 13.9 — 13.9 Interest expense 8.6 11.3 25.6 45.5 Income (loss) before income tax 13.8 (7.1) (27.8) (21.1) Total assets 464.8 884.2 41.9 1,390.9 Capital expenditures 38.2 116.0 2.1 156.3 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
EARNINGS (LOSS) PER SHARE | |
Summary to reconcile basic weighted average common stock outstanding to diluted weighted average common stock outstanding | Year Ended December 31, (In millions except per share data) 2020 2019 2018 Numerator Net income (loss) $ 6.2 $ (307.4) $ (5.2) Less Series A preferred dividends (4.9) (5.0) (4.9) Net income (loss) attributable to common stockholders 1.3 (312.4) (10.1) Allocation of earnings to non-vested participating restricted stock units — — — Numerator for basic EPS - income (loss) available to common stockholders - two class method $ 1.3 $ (312.4) $ (10.1) Effect of dilutive securities: Add back Series A preferred dividends $ — $ — $ — Add back allocation earnings to participating securities — — — Reallocation of earnings to participating securities considering potentially dilutive securities — — — Numerator for diluted EPS - income (loss) available to common shareholders - two class method $ 1.3 $ (312.4) $ (10.1) Denominator Denominator for basic EPS - weighted-average shares 64,775,275 64,303,438 61,654,820 Effect of dilutive securities: Stock options and performance share units 895,971 — — Convertible preferred stock — — — Denominator for diluted EPS - weighted-average shares 65,671,246 64,303,438 61,654,820 Basic earnings (loss) per share $ 0.02 $ (4.86) $ (0.16) Diluted earnings (loss) per share $ 0.02 $ (4.86) $ (0.16) |
NATURE OF OPERATIONS AND SUMM_4
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable and Cash and Cash Equivalents (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Changes in the allowance for doubtful accounts | |||
Beginning balance | $ 3.5 | $ 1.2 | |
Provision, charged to expense | 1.2 | 3.7 | $ 1.1 |
Write-off, less recoveries | (1.7) | (1.4) | |
Ending balance | 3 | 3.5 | $ 1.2 |
Money market account balance | $ 160 | $ 72.9 |
NATURE OF OPERATIONS AND SUMM_5
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Minimum | Buildings and improvements | |
Property and Equipment | |
Estimated useful lives | 10 years |
Minimum | Leasehold improvements | |
Property and Equipment | |
Estimated useful lives | 5 years |
Minimum | Revenue equipment - tractors, trailers and accessories | |
Property and Equipment | |
Estimated useful lives | 5 years |
Minimum | Assets leased and available for lease to owner operators | |
Property and Equipment | |
Estimated useful lives | 1 year |
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 | 5 years |
Maximum | Buildings and improvements | |
Property and Equipment | |
Estimated useful lives | 40 years |
Maximum | Leasehold improvements | |
Property and Equipment | |
Estimated useful lives | 20 years |
Maximum | Revenue equipment - tractors, trailers and accessories | |
Property and Equipment | |
Estimated useful lives | 15 years |
Maximum | Assets leased and available for lease to owner operators | |
Property and Equipment | |
Estimated useful lives | 5 years |
Maximum | Vehicles | |
Property and Equipment | |
Estimated useful lives | 7 years |
Maximum | Furniture and fixtures | |
Property and Equipment | |
Estimated useful lives | 7 years |
Maximum | Office, computer equipment and capitalized software development | |
Property and Equipment | |
Estimated useful lives | 5 years |
NATURE OF OPERATIONS AND SUMM_6
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Leases (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Lessee operating lease existence of option to extend | true |
Lessee finance lease existence of option to extend | true |
Minimum | |
Operating lease, renewal terms | 1 year |
Finance lease, renewal terms | 1 year |
Maximum | |
Operating lease, renewal terms | 5 years |
Finance lease, renewal terms | 5 years |
NATURE OF OPERATIONS AND SUMM_7
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Accounting (Details) | 12 Months Ended |
Dec. 31, 2020 | |
REVENUE ACCOUNTING | |
Practical expedient, remaining performance obligation option | true |
Revenue, practical expedient, incremental costs of obtaining or fulfilling a contract | true |
NATURE OF OPERATIONS AND SUMM_8
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2019 | |
INCOME TAXES | |||
Uncertain tax positions | $ 0 | $ 0 | |
Customer relationships | |||
Goodwill and Intangible Assets | |||
Estimated useful lives | 9 years 2 months 12 days | ||
Customer relationships | Minimum | |||
Goodwill and Intangible Assets | |||
Estimated useful lives | 10 years | ||
Customer relationships | Maximum | |||
Goodwill and Intangible Assets | |||
Estimated useful lives | 15 years | ||
Non-competition agreements | |||
Goodwill and Intangible Assets | |||
Estimated useful lives | 1 year 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 | ||
Trade names | |||
Goodwill and Intangible Assets | |||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 2.8 |
NATURE OF OPERATIONS AND SUMM_9
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentrations of Credit Risk (Details) - Concentrations of Credit Risk - customer | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
One Customer | Trade accounts receivable | |||
Concentrations of Credit Risk | |||
Number of customers | 1 | 1 | |
Percentage of concentration risk | 13.40% | 10.20% | |
One Customer | Revenue. | |||
Concentrations of Credit Risk | |||
Number of customers | 1 | ||
Percentage of concentration risk | 10.40% | ||
No Customer | Revenue. | |||
Concentrations of Credit Risk | |||
Number of customers | 0 | 0 | |
Percentage of concentration risk | 10.00% | 10.00% |
NATURE OF OPERATIONS AND SUM_10
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Deferred Financing Fees (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Deferred Financing Fees | $ 7.1 | $ 11.4 | |
Amortization of deferred financing fees | $ 4.3 | 3.5 | $ 2.9 |
Write-off of deferred financing fees | $ 2.3 |
NATURE OF OPERATIONS AND SUM_11
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Measurements (Details) $ in Millions | Oct. 21, 2020USD ($) | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($)segment |
Changes in the fair value of this liability | ||||
Payment of contingent consideration | $ (7.6) | |||
Payment of Other contingent consideration | $ 0.2 | |||
REPORTABLE SEGMENTS | ||||
Number of Operating Segments | segment | 11 | 13 | 16 | |
Number of Reportable Segments | segment | 2 | 2 | 2 | |
New Accounting Pronouncements | ||||
Finance lease right-of-use assets | $ 30.6 | $ 25.3 | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, Plant and Equipment, Net | Property, Plant and Equipment, Net | ||
Contingent Consideration | ||||
Changes in the fair value of this liability | ||||
Balance, beginning of year | $ 21.5 | $ 21.9 | ||
Change in fair value | (0.2) | (0.4) | ||
Payment of contingent consideration | $ (7.4) | (7.6) | ||
Balance, end of year | $ 21.5 | $ 21.9 | ||
Arbitration Agreement | ||||
Changes in the fair value of this liability | ||||
Reduction of contingent consideration due to arbitration agreement | $ (13.7) | $ (13.7) |
LEASES - Change in Accounting P
LEASES - Change in Accounting Principle (Details) | 12 Months Ended |
Dec. 31, 2020 | |
LEASE | |
Practical expedient, remaining performance obligation option | true |
Revenue, practical expedient, incremental costs of obtaining or fulfilling a contract | true |
Maximum | Real estate | |
LEASE | |
Operating lease, initial terms | 15 years |
Maximum | Revenue equipment | |
LEASE | |
Finance Lease, initial terms | 9 years |
Maximum | Asset Leased Under Operating Leases | |
LEASE | |
Terms | 72 months |
Minimum | Real estate | |
LEASE | |
Operating lease, initial terms | 3 years |
Minimum | Revenue equipment | |
LEASE | |
Finance Lease, initial terms | 3 years |
Minimum | Asset Leased Under Operating Leases | |
LEASE | |
Terms | 30 months |
LEASES - Components of lease ex
LEASES - Components of lease expenses (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lease cost | ||
Total operating lease cost | $ 33 | $ 36 |
Interest on lease liabilities | 1.1 | 0.9 |
Total finance lease cost | 6.3 | 6.3 |
Total lease cost | 39.3 | 42.3 |
Impairment charge to right-of-use assets relating to operating leases | 3.2 | 10 |
Impairment charge to right-of-use assets relating to finance leases | 0.8 | |
Operations and maintenance | Revenue equipment | ||
Lease cost | ||
Total operating lease cost | 24.3 | 22.2 |
Administrative expense | Real estate | ||
Lease cost | ||
Total operating lease cost | 8.7 | 13.8 |
Depreciation and amortization | ||
Lease cost | ||
Amortization right-of-use assets | 5.1 | 5.4 |
Interest Expense | ||
Lease cost | ||
Interest on lease liabilities | $ 1.2 | $ 0.9 |
LEASES - Components of assets a
LEASES - Components of assets and liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Components of assets and liabilities for operating and finance leases | ||
Right-of-use assets | $ 121.1 | $ 95.9 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Right-of-use assets | Right-of-use assets |
Finance lease right-of-use assets | $ 30.6 | $ 25.3 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, Plant and Equipment, Net | Property, Plant and Equipment, Net |
Total lease assets | $ 151.7 | $ 121.2 |
Current | $ 30.9 | $ 27.3 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current | Current |
Non-current | $ 96 | $ 77.8 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Non-current | Non-current |
Total operating lease liabilities | $ 126.9 | $ 105.1 |
Current | $ 8.5 | $ 6.2 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Long-term Debt, Current Maturities | Long-term Debt, Current Maturities |
Non-current | $ 22.7 | $ 19.3 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long Term Debt Excluding Line Of Credit Noncurrent | Long Term Debt Excluding Line Of Credit Noncurrent |
Total finance lease liabilities | $ 31.2 | $ 25.5 |
Total lease liabilities | 158.1 | 130.6 |
Operating cash flows from operating leases | (37.8) | (35.6) |
Operating cash flows from finance leases | (1.1) | (0.9) |
Financing cash flows from finance leases | (6.6) | (5.9) |
Operating lease right-of-use assets | 54.6 | 39.2 |
Finance lease right-of-use assets | $ 11.6 | $ 13.1 |
LEASES - Future payments on lea
LEASES - Future payments on leases (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Leases | ||
2021 | $ 36.2 | |
2022 | 32.1 | |
2023 | 26.3 | |
2024 | 15.1 | |
2025 | 8.9 | |
Thereafter | 27.1 | |
Total lease payments | 145.7 | |
Less: interest | (18.8) | |
Total operating lease liabilities | 126.9 | $ 105.1 |
Finance Lease | ||
2021 | 9.6 | |
2022 | 7.5 | |
2023 | 8.1 | |
2024 | 5.4 | |
2025 | 2.5 | |
Total lease payments | 33.1 | |
Less: interest | (1.9) | |
Present value of lease liabilities | 31.2 | 25.5 |
Total Lease | ||
2021 | 45.8 | |
2022 | 39.6 | |
2023 | 34.4 | |
2024 | 20.5 | |
2025 | 11.4 | |
Thereafter | 27.1 | |
Total lease payments | 178.8 | |
Less: interest | (20.7) | |
Present value of lease liabilities | $ 158.1 | $ 130.6 |
LEASES - Weighted average lease
LEASES - Weighted average lease term and discount rate (Details) | Dec. 31, 2020 | Dec. 31, 2019 |
LEASES | ||
Operating leases | 5 years 7 months 2 days | 5 years 3 days |
Finance leases | 3 years 6 months 25 days | 3 years 9 months 29 days |
Operating leases | 5.04% | 5.54% |
Finance leases | 4.40% | 4.51% |
LEASES - Lessor (Details)
LEASES - Lessor (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Lessor, Lease, Description [Line Items] | |||
Depreciation | $ 91.1 | $ 132.2 | $ 114.4 |
Lease income | 25 | 24.2 | |
Asset Leased Under Operating Leases | |||
Lessor, Lease, Description [Line Items] | |||
Depreciation | $ 18.7 | $ 20.5 | |
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, 2020USD ($) |
Future minimum receipts | |
2021 | $ 24.1 |
2022 | 18.7 |
2023 | 12 |
2024 | 6.7 |
2025 | 3.1 |
Thereafter | 0.4 |
Total minimum lease receipts | $ 65 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) $ / shares in Units, $ in Millions | Aug. 01, 2018USD ($)shares | Jul. 01, 2018USD ($)shares | Jun. 06, 2018USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($)item |
ACQUISITIONS | |||||||||||
Number of open-deck trucking companies acquired | item | 20 | ||||||||||
Common stock issued in acquisitions | $ 19.7 | $ 19.7 | $ 19.7 | ||||||||
Payment of contingent consideration | $ 7.6 | ||||||||||
Revenue | 1,454.1 | $ 1,737 | 1,613.1 | ||||||||
Net income (loss) | 6.2 | (307.4) | (5.2) | ||||||||
Allocation of the purchase price paid to the fair values of the net assets | |||||||||||
Goodwill | $ 140.1 | 258.4 | 140.1 | 139.9 | 258.4 | 258.4 | |||||
Amortization of intangible assets | 7.2 | 14.3 | 16.7 | ||||||||
Accumulated amortization | 67.8 | 67.8 | 60.6 | ||||||||
Non-competition agreements | |||||||||||
Allocation of the purchase price paid to the fair values of the net assets | |||||||||||
Accumulated amortization | 19.7 | 19.7 | 18.4 | ||||||||
Customer relationships | |||||||||||
Allocation of the purchase price paid to the fair values of the net assets | |||||||||||
Accumulated amortization | 48.1 | $ 48.1 | $ 42.2 | ||||||||
Leavitt's | |||||||||||
ACQUISITIONS | |||||||||||
Voting interest acquired (as a percent) | 100.00% | ||||||||||
Total consideration paid | $ 14.9 | ||||||||||
Allocation of the purchase price paid to the fair values of the net assets | |||||||||||
Accounts receivable | 1.9 | 1.9 | 1.9 | ||||||||
Parts supplies | 0.1 | 0.1 | 0.1 | ||||||||
Other current assets | 0.4 | 0.4 | 0.4 | ||||||||
Property and equipment | 8.5 | 8.5 | 8.5 | ||||||||
Goodwill | 5.1 | 5.1 | 5.1 | ||||||||
Intangible assets | 3.6 | 3.6 | 3.6 | ||||||||
Accounts payable and other liabilities | (4.9) | (4.9) | (4.9) | ||||||||
Total | 14.7 | 14.7 | 14.7 | ||||||||
Builders | |||||||||||
ACQUISITIONS | |||||||||||
Voting interest acquired (as a percent) | 100.00% | ||||||||||
Total consideration paid | $ 36.3 | ||||||||||
Cash payments for business consideration | $ 30 | ||||||||||
Number of shares transferred | shares | 399,530 | ||||||||||
Common stock issued in acquisitions | $ 3.4 | ||||||||||
Outstanding debt assumed | 2.9 | ||||||||||
Allocation of the purchase price paid to the fair values of the net assets | |||||||||||
Accounts receivable | 8.4 | 8.4 | 8.4 | ||||||||
Parts supplies | 0.3 | 0.3 | 0.3 | ||||||||
Other current assets | 1.5 | 1.5 | 1.5 | ||||||||
Property and equipment | 29.4 | 29.4 | 29.4 | ||||||||
Goodwill | 14.7 | 14.7 | 14.7 | ||||||||
Intangible assets | 13.1 | 10.6 | 10.6 | 10.6 | |||||||
Other non-current assets | 0.5 | 0.5 | 0.5 | ||||||||
Deferred tax liability | (9.2) | (9.2) | (9.2) | ||||||||
Accounts payable and other liabilities | (19.9) | (19.9) | (19.9) | ||||||||
Total | 36.3 | 36.3 | 36.3 | ||||||||
Provisional intangible assets | 2.5 | ||||||||||
Transaction expenses incurred, not deductible for taxes purposes | 0.2 | ||||||||||
Amortization expense adjustment | 0.2 | ||||||||||
Previous quarter amortization expense | $ 0.1 | ||||||||||
Increase (decrease) in goodwill | 0.4 | ||||||||||
Increase (decrease) in deferred tax liability | 0.4 | ||||||||||
Builders | Non-competition agreements | |||||||||||
Allocation of the purchase price paid to the fair values of the net assets | |||||||||||
Finite lived intangibles | 0.5 | 0.5 | 0.5 | ||||||||
Builders | Customer relationships | |||||||||||
Allocation of the purchase price paid to the fair values of the net assets | |||||||||||
Finite lived intangibles | 5.1 | 5.1 | 5.1 | ||||||||
Builders | Trade names | |||||||||||
Allocation of the purchase price paid to the fair values of the net assets | |||||||||||
Finite lived intangibles | 5 | 5 | 5 | ||||||||
Kelsey Trail | |||||||||||
ACQUISITIONS | |||||||||||
Voting interest acquired (as a percent) | 100.00% | ||||||||||
Total consideration paid | $ 6.2 | ||||||||||
Cash payments for business consideration | $ 5.3 | ||||||||||
Number of shares transferred | shares | 95,859 | ||||||||||
Common stock issued in acquisitions | $ 0.9 | ||||||||||
Allocation of the purchase price paid to the fair values of the net assets | |||||||||||
Accounts receivable | 2.3 | 2.3 | 2.3 | ||||||||
Other current assets | 0.4 | 0.4 | 0.4 | ||||||||
Property and equipment | 9.2 | 9.2 | 9.2 | ||||||||
Goodwill | 3.3 | 3.3 | 3.3 | ||||||||
Intangible assets | 1.9 | 1.5 | 1.5 | 1.5 | |||||||
Deferred tax liability | (2.7) | (2.7) | (2.7) | ||||||||
Accounts payable and other liabilities | (8) | (8) | (8) | ||||||||
Total | 6 | 6 | 6 | ||||||||
Indefinite lived intangibles | 1.6 | 1.6 | 1.6 | ||||||||
Transaction expenses incurred, not deductible for taxes purposes | $ 0.1 | ||||||||||
Increase (decrease) in goodwill | $ (0.9) | 2.5 | 0.3 | ||||||||
Increase (decrease) in deferred tax liability | (0.9) | 2.5 | |||||||||
Kelsey Trail | Non-competition agreements | |||||||||||
Allocation of the purchase price paid to the fair values of the net assets | |||||||||||
Finite lived intangibles | 0.1 | 0.1 | 0.1 | ||||||||
Kelsey Trail | Trade names | |||||||||||
Allocation of the purchase price paid to the fair values of the net assets | |||||||||||
Finite lived intangibles | 1.5 | 1.5 | 1.5 | ||||||||
Aveda | |||||||||||
ACQUISITIONS | |||||||||||
Total consideration paid | $ 118.7 | ||||||||||
Cash payments for business consideration | $ 27.3 | ||||||||||
Number of shares transferred | shares | 1,612,979 | ||||||||||
Common stock issued in acquisitions | $ 15.4 | ||||||||||
Payment of contingent consideration | 7.2 | ||||||||||
Gain resulting from arbitration settlement | $ 13.7 | ||||||||||
Outstanding debt assumed | 54.8 | ||||||||||
Allocation of the purchase price paid to the fair values of the net assets | |||||||||||
Accounts receivable | 37.3 | 37.3 | 37.3 | ||||||||
Other current assets | 2.5 | 2.5 | 2.5 | ||||||||
Property and equipment | 89.8 | 89.8 | 89.8 | ||||||||
Goodwill | 7.7 | 7.7 | 7.7 | ||||||||
Intangible assets | $ 9 | 15 | 15 | 15 | |||||||
Deferred tax liability | (6.7) | (6.7) | (6.7) | ||||||||
Accounts payable and other liabilities | (30) | (30) | (30) | ||||||||
Total | 115.6 | 115.6 | 115.6 | ||||||||
Cash per common share | $ / shares | $ 0.45 | ||||||||||
Finite lived intangibles | 15 | 15 | 15 | ||||||||
Provisional intangible assets | 6.1 | ||||||||||
Transaction expenses incurred, not deductible for taxes purposes | $ 1.1 | ||||||||||
Increase (decrease) in goodwill | 0.7 | 0.7 | 4.7 | ||||||||
Increase (decrease) in deferred tax liability | $ 0.7 | 0.7 | 4.7 | ||||||||
Aveda | Non-competition agreements | |||||||||||
Allocation of the purchase price paid to the fair values of the net assets | |||||||||||
Finite lived intangibles | 1.5 | 1.5 | 1.5 | ||||||||
Aveda | Customer relationships | |||||||||||
Allocation of the purchase price paid to the fair values of the net assets | |||||||||||
Finite lived intangibles | 7.2 | 7.2 | 7.2 | ||||||||
Aveda | Trade names | |||||||||||
Allocation of the purchase price paid to the fair values of the net assets | |||||||||||
Finite lived intangibles | 6.3 | 6.3 | 6.3 | ||||||||
Fair Value, Nonrecurring [Member] | Leavitt's | |||||||||||
ACQUISITIONS | |||||||||||
Finite-lived Intangible Assets, Fair Value Disclosure | 5.2 | ||||||||||
Allocation of the purchase price paid to the fair values of the net assets | |||||||||||
Intangible assets | 3.6 | 3.6 | 3.6 | ||||||||
Increase (decrease) in intangible assets due to valuation | 1.6 | ||||||||||
Tax deductible transaction expenses | $ 0.3 | ||||||||||
Fair Value, Nonrecurring [Member] | Leavitt's | Non-competition agreements | |||||||||||
ACQUISITIONS | |||||||||||
Finite-lived Intangible Assets, Fair Value Disclosure | 0.5 | 0.5 | 0.5 | ||||||||
Fair Value, Nonrecurring [Member] | Leavitt's | Customer relationships | |||||||||||
ACQUISITIONS | |||||||||||
Finite-lived Intangible Assets, Fair Value Disclosure | 1.3 | 1.3 | 1.3 | ||||||||
Fair Value, Nonrecurring [Member] | Leavitt's | Trade names | |||||||||||
ACQUISITIONS | |||||||||||
Finite-lived Intangible Assets, Fair Value Disclosure | $ 1.8 | $ 1.8 | $ 1.8 |
OTHER CURRENT ASSETS (Details)
OTHER CURRENT ASSETS (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
OTHER CURRENT ASSETS | ||
Insurance | $ 12 | $ 10.1 |
Licensing, permits and tolls | 4.9 | 5.4 |
Other prepaids | 3.2 | 1.7 |
Parts supplies | 3.1 | 3.5 |
Income tax receivable | 1.6 | |
Highway and fuel taxes | 1.1 | 1.6 |
Other current assets | 0.6 | 3.1 |
Total | $ 26.5 | $ 25.4 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill | |||
Balance at the beginning of the period | $ 139.9 | $ 258.4 | |
Impairment | (118.8) | $ (11.1) | |
Adjustments to previously recorded goodwill, net | (0.3) | ||
Foreign currency translation adjustment | 0.2 | 0.6 | |
Balance at the end of the period | 140.1 | 139.9 | 258.4 |
Flatbed | |||
Goodwill | |||
Balance at the beginning of the period | 59.3 | 101.5 | |
Impairment | (42.2) | ||
Balance at the end of the period | 59.3 | 59.3 | 101.5 |
Specialized | |||
Goodwill | |||
Balance at the beginning of the period | 80.6 | 156.9 | |
Impairment | (76.6) | ||
Adjustments to previously recorded goodwill, net | (0.3) | ||
Foreign currency translation adjustment | 0.2 | 0.6 | |
Balance at the end of the period | $ 80.8 | $ 80.6 | $ 156.9 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Other Intangibles (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible Assets, Net | |||
Intangible Assets | $ 161.6 | $ 169.7 | |
Accumulated Amortization | (67.8) | (60.6) | |
Intangible Assets, net | 93.8 | 109.1 | |
Foreign currency translation adjustment | 0.1 | ||
Foreign currency translation adjustment, Intangible asset, net | 0.1 | ||
Amortization of intangible assets | 7.2 | 14.3 | $ 16.7 |
Goodwill impairment charge | 118.8 | 11.1 | |
Goodwill impairment charges non-tax deductible | 111 | ||
Trade names | |||
Intangible Assets, Net | |||
Intangible Assets | 50.9 | 59.1 | |
Intangible Assets, net | 50.9 | 59.1 | |
Impairment charges | $ 2.8 | ||
Non-competition agreements | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Finite lived, Intangible Assets, net | 2 | ||
Intangible Assets, Net | |||
Intangible Assets | 21.7 | 21.7 | |
Accumulated Amortization | (19.7) | (18.4) | |
Intangible Assets, net | $ 2 | 3.3 | |
Weighted average remaining useful lives | 1 year 10 months 24 days | ||
Future estimated amortization expense | |||
2021 | $ 1 | ||
2022 | 0.9 | ||
2023 | 0.1 | ||
Finite lived, Intangible Assets, net | 2 | ||
Customer relationships | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Finite lived, Intangible Assets, net | 40.8 | ||
Intangible Assets, Net | |||
Intangible Assets | 88.9 | 88.9 | |
Accumulated Amortization | (48.1) | (42.2) | |
Intangible Assets, net | $ 40.8 | 46.7 | |
Weighted average remaining useful lives | 9 years 2 months 12 days | ||
Future estimated amortization expense | |||
2021 | $ 5.9 | ||
2022 | 5.9 | ||
2023 | 5.9 | ||
2024 | 4.1 | ||
2025 | 3.1 | ||
Thereafter | 15.9 | ||
Finite lived, Intangible Assets, net | 40.8 | ||
Non competition agreements and customer relationships and trade names | |||
Intangible Assets, Net | |||
Impairment charges | $ 8.2 | 85.6 | |
Flatbed | |||
Intangible Assets, Net | |||
Goodwill impairment charge | 42.2 | ||
Specialized | |||
Intangible Assets, Net | |||
Goodwill impairment charge | $ 76.6 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
PROPERTY AND EQUIPMENT | ||||
Property and equipment, Gross | $ 722.7 | $ 795 | ||
Accumulated depreciation | (320) | (330.7) | ||
Property and equipment, Net | 402.7 | 464.3 | ||
Depreciation | 91.1 | 132.2 | $ 114.4 | |
Revenue equipment | ||||
PROPERTY AND EQUIPMENT | ||||
Property and equipment, Gross | 546.7 | 630.6 | ||
Assets leased and available for lease to owner operators | ||||
PROPERTY AND EQUIPMENT | ||||
Property and equipment, Gross | 87.1 | 64.3 | ||
Depreciation | 18.7 | 20.5 | ||
Buildings and improvements | ||||
PROPERTY AND EQUIPMENT | ||||
Property and equipment, Gross | 57 | 59.9 | ||
Furniture and fixtures office and computer equipment vehicles and capitalized software development | ||||
PROPERTY AND EQUIPMENT | ||||
Property and equipment, Gross | $ 31.9 | 40.2 | ||
Impairment | ||||
PROPERTY AND EQUIPMENT | ||||
Impairment expense | $ 97.6 | |||
Impairment | Specialized | ||||
PROPERTY AND EQUIPMENT | ||||
Impairment expense | $ 4 |
INTEGRATION AND RESTRUCTURING_2
INTEGRATION AND RESTRUCTURING (Details) $ in Millions | Mar. 10, 2020segment | Jul. 31, 2019segment | Jul. 30, 2019segment | Jul. 29, 2019segment | Jun. 30, 2020segment | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($)segment | Dec. 31, 2018segment | Dec. 31, 2020USD ($)segment |
Restructuring Cost and Reserve [Line Items] | |||||||||
Number of Operating Segments | segment | 11 | 13 | 16 | ||||||
Restructuring charges | $ 9.5 | $ 8.4 | |||||||
Restructuring Reserve [Roll Forward] | |||||||||
Costs accrued | 9.5 | 8.4 | |||||||
Consolidated | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring Reserve | 0.1 | 1.8 | $ 0.1 | ||||||
Restructuring Reserve [Roll Forward] | |||||||||
Balance at beginning of the period | 1.8 | ||||||||
Costs accrued | 1.3 | ||||||||
Amounts paid or charged | (2.3) | ||||||||
Adjustments | (0.7) | ||||||||
Balance at end of the period | 0.1 | 1.8 | |||||||
Consolidated | Severance and Other Payroll | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring Reserve | 0.1 | 1.8 | 0.1 | ||||||
Restructuring Reserve [Roll Forward] | |||||||||
Balance at beginning of the period | 1.8 | ||||||||
Costs accrued | 0.6 | ||||||||
Amounts paid or charged | (1.6) | ||||||||
Adjustments | (0.7) | ||||||||
Balance at end of the period | 0.1 | 1.8 | |||||||
Consolidated | Other | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Costs accrued | 0.5 | ||||||||
Amounts paid or charged | (0.5) | ||||||||
Consolidated | Fixed Asset Impairment | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Costs accrued | 0.2 | ||||||||
Amounts paid or charged | (0.2) | ||||||||
Specialized | Consolidated | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring charges | 8.8 | 3.9 | |||||||
Restructuring Reserve [Roll Forward] | |||||||||
Costs accrued | 0.6 | ||||||||
Amounts paid or charged | (0.6) | ||||||||
Specialized | Consolidated | Severance and Other Payroll | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Costs accrued | 0.2 | ||||||||
Amounts paid or charged | (0.2) | ||||||||
Specialized | Consolidated | Other | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Costs accrued | 0.4 | ||||||||
Amounts paid or charged | (0.4) | ||||||||
Flatbed | Consolidated | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring charges | 0.6 | 1.7 | |||||||
Restructuring Reserve [Roll Forward] | |||||||||
Costs accrued | 0.6 | ||||||||
Amounts paid or charged | (0.6) | ||||||||
Flatbed | Consolidated | Severance and Other Payroll | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Costs accrued | 0.3 | ||||||||
Amounts paid or charged | (0.3) | ||||||||
Flatbed | Consolidated | Other | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Costs accrued | 0.1 | ||||||||
Amounts paid or charged | (0.1) | ||||||||
Flatbed | Consolidated | Fixed Asset Impairment | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Costs accrued | 0.2 | ||||||||
Amounts paid or charged | (0.2) | ||||||||
Corporate | Consolidated | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring Reserve | 0.1 | 1.8 | 0.1 | ||||||
Restructuring Reserve [Roll Forward] | |||||||||
Balance at beginning of the period | 1.8 | ||||||||
Costs accrued | 0.1 | ||||||||
Amounts paid or charged | (1.1) | ||||||||
Adjustments | (0.7) | ||||||||
Balance at end of the period | 0.1 | 1.8 | |||||||
Corporate | Consolidated | Severance and Other Payroll | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring Reserve | 0.1 | 1.8 | $ 0.1 | ||||||
Restructuring Reserve [Roll Forward] | |||||||||
Balance at beginning of the period | 1.8 | ||||||||
Costs accrued | 0.1 | ||||||||
Amounts paid or charged | (1.1) | ||||||||
Adjustments | (0.7) | ||||||||
Balance at end of the period | 0.1 | 1.8 | |||||||
Aveda | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring charges | 8.2 | ||||||||
The Plan [Member] | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Number of Operating Segments | segment | 13 | 16 | |||||||
Number of operating segments integrated | segment | 3 | ||||||||
Number of operating segments absorbing integrated operating segments | segment | 3 | ||||||||
Plan And Project Pivot | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring charges | 1.3 | $ 8.4 | |||||||
Phase II Plan | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Number of operating segments integrated | segment | 3 | 2 | |||||||
Number of operating segments absorbing integrated operating segments | segment | 3 | ||||||||
Number of integrations completed | segment | 1 | ||||||||
Phase II Plan | Specialized | Consolidated | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Costs accrued | 8.2 | ||||||||
Amounts paid or charged | (8.2) | ||||||||
Phase II Plan | Specialized | Consolidated | Severance and Other Payroll | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Costs accrued | 4.4 | ||||||||
Amounts paid or charged | (4.4) | ||||||||
Phase II Plan | Specialized | Consolidated | Other | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Costs accrued | 0.8 | ||||||||
Amounts paid or charged | (0.8) | ||||||||
Phase II Plan | Specialized | Consolidated | Operating Lease Termination | |||||||||
Restructuring Reserve [Roll Forward] | |||||||||
Costs accrued | 3 | ||||||||
Amounts paid or charged | $ (3) | ||||||||
Phase I and II Plan | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring and related costs incurred, cumulative total | $ 9.7 |
ACCRUED EXPENSES AND OTHER LI_3
ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
ACCRUED EXPENSES AND OTHER LIABILITIES | ||
Brokerage and escorts | $ 11.9 | $ 16.9 |
Other accrued expenses | 6.8 | 7.3 |
Owner-operator deposits | 7.8 | 7.1 |
Unvouchered payables | 6.1 | 7.5 |
Income taxes payable | 1.9 | |
Accrued property taxes and sales taxes payable | 1.5 | 1.7 |
Fuel and fuel taxes | 1.1 | 1.3 |
Interest | 0.5 | 0.5 |
Total | $ 35.7 | $ 44.2 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Senior Debt | ||
Long-term Debt, Gross | $ 679.7 | $ 704.1 |
Less current portion | (54) | (59.4) |
Long-term portion | 618.6 | 633.3 |
Term loan facility | ||
Senior Debt | ||
Long-term Debt, Gross | 483.5 | 488.5 |
Senior Debt | ||
Senior Debt | ||
Less current portion | (54) | (59.4) |
Less unamortized deferred financing costs | (7.1) | (11.4) |
Line of credit | ||
Senior Debt | ||
Long-term Debt, Gross | 1.7 | |
Equipment and real estate term loans | ||
Senior Debt | ||
Long-term Debt, Gross | 164.9 | 188.4 |
Finance leases | ||
Senior Debt | ||
Long-term Debt, Gross | $ 31.3 | $ 25.5 |
LONG-TERM DEBT - ABL Facility (
LONG-TERM DEBT - ABL Facility (Details) - USD ($) $ in Millions | Aug. 31, 2017 | Feb. 27, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 05, 2020 | Nov. 04, 2020 |
LONG-TERM DEBT | ||||||
Cash and cash equivalents | $ 176.2 | $ 95.7 | ||||
Outstanding letters of credit | $ 18.1 | $ 15.9 | ||||
Senior term loan | ||||||
LONG-TERM DEBT | ||||||
RLOC Utilization trailing period (in months) | 12 months | |||||
Equipment and real estate term loans | Maximum | ||||||
LONG-TERM DEBT | ||||||
Interest rate (as a percent) | 5.90% | |||||
Equipment and real estate term loans | Minimum | ||||||
LONG-TERM DEBT | ||||||
Interest rate (as a percent) | 2.60% | |||||
Letter of credit | ||||||
LONG-TERM DEBT | ||||||
Line of credit sublimit | $ 40 | $ 20 | ||||
Term loan facility | Credit Suisse AG | ||||||
LONG-TERM DEBT | ||||||
Percentage of EBITDA permitted to be added back (as a percent) | 25.00% | |||||
Percentage of excess cash flow, mandatory prepayment, 2019 | 50.00% | |||||
Percentage of excess cash flow, mandatory prepayment, 2020 | 25.00% | |||||
Percentage of excess cash flow, mandatory prepayment, 2021 | 0.00% | |||||
Term loan facility | Credit Suisse AG | Commencing March 31 2018 | ||||||
LONG-TERM DEBT | ||||||
Consolidated total leverage ratio commencing on March 31, 2018 | 4.00% | |||||
Term loan facility | Credit Suisse AG | Commencing March 31 2021 | ||||||
LONG-TERM DEBT | ||||||
Consolidated total leverage ratio commencing on March 31, 2021 | 3.75% | |||||
Term loan facility | Credit Suisse AG | Base Rate | ||||||
LONG-TERM DEBT | ||||||
Floor rate (as a percent) | 2.00% | |||||
Basis spread on variable rate | 4.00% | |||||
Term loan facility | Credit Suisse AG | LIBOR | ||||||
LONG-TERM DEBT | ||||||
Floor rate (as a percent) | 1.00% | |||||
Basis spread on variable rate | 5.00% | |||||
Term loan facility | Senior Debt | Credit Suisse AG | ||||||
LONG-TERM DEBT | ||||||
Credit facility | $ 500 | |||||
Average interest rate on term loan | 6.30% | 7.40% | ||||
ABL Member | ||||||
LONG-TERM DEBT | ||||||
Excess availability falling below amount | $ 15 | |||||
Maximum credit amount (as a percent) | 20.00% | |||||
Number of consecutive days, a financial covenant requiring the Company to maintain a minimum consolidated fixed charge coverage ratio | 60 days | |||||
Minimum consolidated fixed charge coverage ratio | 1.00% | |||||
ABL Member | Credit Suisse AG | Commencing March 31 2018 | ||||||
LONG-TERM DEBT | ||||||
Consolidated total leverage ratio commencing on March 31, 2018 | 4.00% | |||||
ABL Member | Credit Suisse AG | Commencing March 31 2021 | ||||||
LONG-TERM DEBT | ||||||
Consolidated total leverage ratio commencing on March 31, 2021 | 3.75% | |||||
ABL Member | PNC Bank National Association | ||||||
LONG-TERM DEBT | ||||||
Credit facility | $ 150 | $ 100 | ||||
Percentage of accounts receivable used as part of the borrowing base calculation | 85.00% | |||||
Percentage of unbilled accounts receivable used as part of the borrowing base calculation | 80.00% | |||||
Percentage of parts supplies used as part of the borrowing base calculation | 50.00% | |||||
Line of credit sublimit | $ 40 | |||||
Outstanding letters of credit | 0 | |||||
Availability at closing | $ 83.2 | |||||
Interest rate (as a percent) | 3.75% | |||||
ABL Member | PNC Bank National Association | Maximum | ||||||
LONG-TERM DEBT | ||||||
Credit facility | $ 150 | |||||
ABL Member | PNC Bank National Association | Minimum | ||||||
LONG-TERM DEBT | ||||||
Credit facility | $ 100 | |||||
ABL Member | PNC Bank National Association | Base Rate | Less than 33.3% | ||||||
LONG-TERM DEBT | ||||||
Basis spread on variable rate | 0.50% | |||||
ABL Member | 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% | |||||
ABL Member | PNC Bank National Association | Base Rate | Greater than or equal to 66.6% | ||||||
LONG-TERM DEBT | ||||||
Basis spread on variable rate | 1.00% | |||||
ABL Member | PNC Bank National Association | LIBOR | Less than 33.3% | ||||||
LONG-TERM DEBT | ||||||
Basis spread on variable rate | 1.50% | |||||
ABL Member | PNC Bank National Association | LIBOR | Greater than or equal to 33.3%, but less than 66.6% | ||||||
LONG-TERM DEBT | ||||||
Basis spread on variable rate | 1.75% | |||||
ABL Member | PNC Bank National Association | LIBOR | Greater than or equal to 66.6% | ||||||
LONG-TERM DEBT | ||||||
Basis spread on variable rate | 2.00% | |||||
ABL Member | Letter of credit | PNC Bank National Association | ||||||
LONG-TERM DEBT | ||||||
Outstanding letters of credit | $ 16.2 |
LONG-TERM DEBT - Equipment and
LONG-TERM DEBT - Equipment and Real Estate Loans (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($)Lender | Dec. 31, 2019USD ($) | |
LONG-TERM DEBT | ||
Loan balance | $ 679,700,000 | $ 704,100,000 |
Equipment and real estate term loans | ||
LONG-TERM DEBT | ||
Equipment with collateralizes term loans | $ 162,500,000 | |
Weighted average interest rate | 4.20% | |
Loan balance | $ 164,900,000 | $ 188,400,000 |
Number of lenders | Lender | 19 | |
Equipment and real estate term loans | Minimum | ||
LONG-TERM DEBT | ||
Interest rate (as a percent) | 2.60% | |
Equipment and real estate term loans | Maximum | ||
LONG-TERM DEBT | ||
Interest rate (as a percent) | 5.90% | |
Bank mortgage loan | ||
LONG-TERM DEBT | ||
Loan balance | $ 2,400,000 | |
Interest rate (as a percent) | 3.70% | |
Monthly installments | $ 15,000 | |
Balloon payment | $ 2,100,000 |
LONG-TERM DEBT - Additional inf
LONG-TERM DEBT - Additional information (Details) - BHE Seller notes $ in Millions | Dec. 31, 2020USD ($) |
Long-term Debt and Capital Lease Obligations, Including Current Maturities [Abstract] | |
2021 | $ 45.6 |
2022 | 43.7 |
2023 | 42.8 |
2024 | 495.4 |
2025 | 15.2 |
Thereafter | 5.7 |
Total | 648.4 |
Equipment and real estate term loans | |
Long-term Debt and Capital Lease Obligations, Including Current Maturities [Abstract] | |
2021 | 40.6 |
2022 | 38.7 |
2023 | 37.8 |
2024 | 26.9 |
2025 | 15.2 |
Thereafter | 5.7 |
Total | 164.9 |
Term loan facility | |
Long-term Debt and Capital Lease Obligations, Including Current Maturities [Abstract] | |
2021 | 5 |
2022 | 5 |
2023 | 5 |
2024 | 468.5 |
Total | $ 483.5 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||
Federal | $ 0.6 | $ (0.3) | $ (0.1) |
State | (1.7) | 3.7 | 4 |
Foreign | 0.8 | ||
Total current taxes | (0.3) | 3.4 | 3.9 |
Deferred: | |||
Federal | 0.1 | (45.5) | (10.9) |
State | (0.5) | (11.6) | (7.4) |
Foreign | 0.5 | (0.9) | (1.5) |
Total deferred taxes | 0.1 | (58) | (19.8) |
Benefit for income taxes | $ (0.2) | $ (54.6) | $ (15.9) |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Effective income tax rate and the U.S. statutory income tax rate | |||
Income tax expense (benefit) at United States statutory income tax rate | $ 1.3 | $ (76.1) | $ (4.4) |
Federal income tax effects of: | |||
State income tax expense, net of federal benefit | (1.6) | (6.2) | (2.7) |
Foreign tax rate differential | 0.1 | (0.8) | (0.3) |
Goodwill impairment | 23.4 | ||
Per diem and other nondeductible expenses | 1.4 | 2.3 | 4.1 |
Arbitrated decrease in contingent consideration | (2.9) | ||
Change in valuation allowance | 0.6 | 1.2 | |
Cumulative effect of change in effective tax rate | (12.6) | ||
Tax credits | (0.1) | (0.3) | (0.1) |
Other | 1 | 1.9 | 0.1 |
Benefit for income taxes | $ (0.2) | $ (54.6) | $ (15.9) |
Effective tax rate | (3.30%) | 15.10% | 75.50% |
INCOME TAXES - Deferred tax ass
INCOME TAXES - Deferred tax assets and liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
Accrued expenses | $ 7.4 | $ 5.5 |
Vacation accrual | 0.6 | 0.6 |
Accounts receivable | 0.9 | 0.8 |
Net operating losses | 24.4 | 38.6 |
Deferred start-up costs | 1.2 | 1.3 |
Stock based compensation | 2 | 1.5 |
Operating lease liabilities | 30.3 | 25.9 |
Total | 66.8 | 74.2 |
Valuation allowance | (10.5) | (7.4) |
Total deferred tax assets | 56.3 | 66.8 |
Deferred tax liabilities | ||
Prepaid expenses | (4.8) | (4.7) |
481(a) adjustment | (0.9) | |
Intangible assets | (17.6) | (20.3) |
Property and equipment | (75.6) | (87.2) |
Right of Use Asset | (28.3) | (23.6) |
Total deferred tax liabilities | 126.3 | 136.7 |
Net deferred tax liability | $ (70) | $ (69.9) |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance - foreign deferred tax assets | $ 10.5 | $ 7.4 |
Uncertain tax positions | 0 | $ 0 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 51.7 | |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards net | 12.5 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards net | $ 1.1 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 12 Months Ended | ||
Dec. 31, 2020USD ($)shareholder | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
RELATED PARTY TRANSACTIONS | |||
Capital expenditures | $ 402,700,000 | $ 464,300,000 | |
Vendor | |||
RELATED PARTY TRANSACTIONS | |||
Stock holders investment percentage | 1.00% | ||
Payment to vendor for product and subscription purchases | $ 400,000 | 600,000 | $ 600,000 |
Due to Related Parties | $ 0 | 9,000 | |
Shareholders and minority owners | |||
RELATED PARTY TRANSACTIONS | |||
Number of shareholders are minority owners in VIE | shareholder | 2 | ||
Revenue from related parties | $ 200,000 | 400,000 | 700,000 |
Accounts receivable due from related parties | 16,000 | 24,000 | |
Partially owned employee and shareholder | |||
RELATED PARTY TRANSACTIONS | |||
Revenue from related parties | 1,000,000 | ||
Capital expenditures | 800,000 | ||
Gain on sale of equipment | 200,000 | ||
Stockholder's Spouse | |||
RELATED PARTY TRANSACTIONS | |||
Revenue from related parties | 100,000 | 1,800,000 | $ 100,000 |
Accounts receivable due from related parties | $ 37,000 | $ 19,000 |
RELATED PARTY TRANSACTIONS - Le
RELATED PARTY TRANSACTIONS - Lease Payments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Lease Liabilities, Payments Due [Abstract] | |||
2021 | $ 36.2 | ||
2022 | 32.1 | ||
2023 | 26.3 | ||
2024 | 15.1 | ||
2025 | 8.9 | ||
Thereafter | 27.1 | ||
Total lease payments | 145.7 | ||
Total operating lease cost | 33 | $ 36 | |
Shareholder and employee | |||
Operating Lease Liabilities, Payments Due [Abstract] | |||
Total operating lease cost | 2.9 | $ 4.8 | |
Lease expense | $ 4.7 | ||
Shareholder and employee | Office and Terminals | |||
Operating Lease Liabilities, Payments Due [Abstract] | |||
2021 | 3.1 | ||
2022 | 3.1 | ||
2023 | 3.1 | ||
2024 | 3.1 | ||
2025 | 3 | ||
Thereafter | 4.9 | ||
Total lease payments | $ 20.3 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) $ / shares in Units, $ in Millions | Aug. 01, 2018USD ($)shares | Jul. 01, 2018USD ($)shares | Jun. 06, 2018USD ($)shares | Jun. 01, 2018$ / sharesshares | Feb. 20, 2018USD ($) | Feb. 16, 2018shares | Feb. 14, 2018$ / sharesshares | Feb. 27, 2017USD ($)shares | Dec. 31, 2020Vote$ / sharesshares | Sep. 30, 2020$ / shares | Jun. 30, 2020$ / shares | Mar. 31, 2020$ / shares | Dec. 31, 2019$ / shares | Sep. 30, 2019$ / shares | Jun. 30, 2019$ / shares | Mar. 31, 2019$ / shares | Dec. 31, 2018USD ($)$ / shares | Sep. 30, 2018$ / shares | Jun. 30, 2018$ / shares | Mar. 31, 2018$ / shares | Dec. 31, 2020DVote$ / sharesshares | Dec. 31, 2019$ / shares | Dec. 31, 2018USD ($) | Dec. 23, 2020shares |
Number of votes for each common stock | Vote | 1 | 1 | ||||||||||||||||||||||
Issuance of common stock (in shares) | 7,500,000 | |||||||||||||||||||||||
Issuance of stock | $ | $ 104.5 | |||||||||||||||||||||||
Shares of common stock reserved for future issuance | 0 | 0 | ||||||||||||||||||||||
Proceeds from issuance of common stock | $ | $ 84.4 | 84.4 | ||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Purchase price paid in common stock (in value) | $ | $ 19.7 | $ 19.7 | ||||||||||||||||||||||
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 | 0 | 0 | ||||||||||||||||||||||
Warrants | ||||||||||||||||||||||||
Total number of warrants outstanding | 35,040,656 | 35,040,656 | ||||||||||||||||||||||
Share issued for exercise of warrants (in shares) | 17,520,328 | 17,520,328 | ||||||||||||||||||||||
Shares that can be purchased out of each warrant | 0.50 | 0.50 | ||||||||||||||||||||||
Exercise price per half share (in dollars per share) | $ / shares | $ 5.75 | |||||||||||||||||||||||
Exercise price per whole share (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | ||||||||||||||||||||||
Number of fractional shares to be issued | 0 | |||||||||||||||||||||||
Public Warrants | ||||||||||||||||||||||||
Total number of warrants outstanding | 19,959,902 | 19,959,902 | ||||||||||||||||||||||
Redemption price per warrant | $ / shares | $ 0.01 | |||||||||||||||||||||||
Redemption price per warrant subject to stated common stock value | $ / shares | $ 24 | |||||||||||||||||||||||
Number of trading days in which the price per share should equals or exceeds $24.00 per share to call the Public Warrants for redemption | D | 20 | |||||||||||||||||||||||
Warrants exercisable period | 30 days | |||||||||||||||||||||||
Private Placement Warrants | ||||||||||||||||||||||||
Total number of warrants outstanding | 15,080,756 | 15,080,756 | ||||||||||||||||||||||
Aveda | ||||||||||||||||||||||||
Purchase price paid in common stock (in shares) | 1,612,979 | |||||||||||||||||||||||
Purchase price paid in common stock (in value) | $ | $ 15.4 | |||||||||||||||||||||||
Kelsey Trail | ||||||||||||||||||||||||
Purchase price paid in common stock (in shares) | 95,859 | |||||||||||||||||||||||
Purchase price paid in common stock (in value) | $ | $ 0.9 | |||||||||||||||||||||||
Builders | ||||||||||||||||||||||||
Purchase price paid in common stock (in shares) | 399,530 | |||||||||||||||||||||||
Purchase price paid in common stock (in value) | $ | $ 3.4 | |||||||||||||||||||||||
Selling Stockholders | ||||||||||||||||||||||||
Selling price to public | $ / shares | $ 10.60 | |||||||||||||||||||||||
Underwriting agreement | ||||||||||||||||||||||||
Issuance of common stock (in shares) | 1,125,000 | |||||||||||||||||||||||
Duration to purchase additional shares | 30 days | |||||||||||||||||||||||
Series A | ||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Number of shares of the company's stock issued upon initial conversion | 8.6957 | 8.6957 | ||||||||||||||||||||||
Initial conversion rate per share (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | ||||||||||||||||||||||
Number of years of anniversary from issue date for holder elects to convert (in years) | 7 years | |||||||||||||||||||||||
Number of consecutive trading days at option by delivery of Notice of Conversion (in days) | 10 days | |||||||||||||||||||||||
Number of consecutive trading days commencing on trading day immediately following notice (in days) | 20 days | |||||||||||||||||||||||
Shares would be issuable upon conversion of currently outstanding shares (in shares) | 5,652,173 | |||||||||||||||||||||||
Minimum percentage of weighted average price of common stock under preferred stock conversion on or after third anniversary (as a percent) | 140.00% | |||||||||||||||||||||||
Minimum trading days of weighted average price of common stock under preferred stock conversion on or after third anniversary (in days) | 20 days | |||||||||||||||||||||||
Maximum trading days of weighted average price of common stock under preferred stock conversion on or after third anniversary (in days) | 30 days | |||||||||||||||||||||||
Minimum percentage of weighted average price of common stock under preferred stock conversion on or after fifth anniversary (as a percent) | 115.00% | |||||||||||||||||||||||
Minimum trading days of weighted average price of common stock under preferred stock conversion on or after fifth anniversary (in days) | 20 days | |||||||||||||||||||||||
Maximum trading days of weighted average price of common stock under preferred stock conversion on or after fifth anniversary (in days) | 30 days | |||||||||||||||||||||||
Minimum trading days of weighted average price of common stock under preferred stock conversion on or after seventh anniversary (in days) | 10 days | |||||||||||||||||||||||
Maximum days for conversion of preferred stock into common stock due to fundamental changes (in days) | 15 days | |||||||||||||||||||||||
Base price for calculation of conversion rate | $ / shares | $ 100 | |||||||||||||||||||||||
Percentage of closing sale price of common stock | 66.67% | 66.67% | ||||||||||||||||||||||
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 | $ 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 | $ 1.91 | $ 1.91 | $ 1.91 | $ 1.91 | $ 1.91 | $ 1.91 | $ 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 | |||||||||||||||||||||||
Earn out provision | Hennessy Capital Acquisition Corp II and HCAC Merger Sub Inc | ||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||
Purchase price paid in common stock (in shares) | 5,000,000 |
STOCK-BASED COMPENSATION - Opti
STOCK-BASED COMPENSATION - Options (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 27, 2017 | |
Stock options and restricted stock units granted under the 2017 Plan | ||||
Stock reserved for future issuance | 0 | |||
Granted (in units) | 2,471,500 | |||
Restricted stock unit grants under the Plan | ||||
Issued and outstanding | 1,716,100 | |||
Performance Stock Units | ||||
Stock options and restricted stock units granted under the 2017 Plan | ||||
Granted (in units) | 994,100 | |||
2017 Omnibus Incentive Plan | ||||
Stock options and restricted stock units granted under the 2017 Plan | ||||
Number of shares authorized | 4,500,000 | |||
Stock reserved for future issuance | 0 | |||
2017 Omnibus Incentive Plan | Minimum | ||||
Stock option grants under the Plan | ||||
Vesting Period (in years) | 3 years | |||
2017 Omnibus Incentive Plan | Maximum | ||||
Stock option grants under the Plan | ||||
Vesting Period (in years) | 5 years | |||
2017 Omnibus Incentive Plan | Stock Option | ||||
Stock option grants under the Plan | ||||
# of Options Granted | 2,029,900 | 631,136 | ||
Issued and Outstanding (in shares) | 3,114,931 | 2,308,924 | 2,066,529 | |
Weighted Average Exercise Price (in dollars per share) | $ 1.75 | $ 3.20 | ||
2017 Omnibus Incentive Plan | Stock Option | Director Group | ||||
Stock option grants under the Plan | ||||
# of Options Granted | 150,000 | |||
Issued and Outstanding (in shares) | 100,000 | |||
Vesting Period (in years) | 5 years | |||
Weighted Average Exercise Price (in dollars per share) | $ 9.98 | |||
Weighted Average Grant Date Fair Value (in dollars) | $ 4.36 | |||
2017 Omnibus Incentive Plan | Stock Option | Employee Group | ||||
Stock option grants under the Plan | ||||
# of Options Granted | 4,662,630 | |||
Issued and Outstanding (in shares) | 3,014,931 | |||
Weighted Average Exercise Price (in dollars per share) | $ 5.60 | |||
Weighted Average Grant Date Fair Value (in dollars) | $ 3.08 | |||
2017 Omnibus Incentive Plan | Stock Option | Employee Group | Minimum | ||||
Stock option grants under the Plan | ||||
Vesting Period (in years) | 3 years | |||
2017 Omnibus Incentive Plan | Stock Option | Employee Group | Maximum | ||||
Stock option grants under the Plan | ||||
Vesting Period (in years) | 5 years | |||
2017 Omnibus Incentive Plan | Director Group | Minimum | ||||
Stock option grants under the Plan | ||||
Vesting Period (in years) | 1 year | |||
2017 Omnibus Incentive Plan | Director Group | Maximum | ||||
Stock option grants under the Plan | ||||
Vesting Period (in years) | 5 years | |||
2017 Omnibus Incentive Plan | Restricted Stock Units (RSUs) | ||||
Stock options and restricted stock units granted under the 2017 Plan | ||||
Granted (in units) | 108,498 | 753,986 | ||
Restricted stock unit grants under the Plan | ||||
Issued and outstanding | 594,801 | 1,180,882 | 841,361 | |
2017 Omnibus Incentive Plan | Restricted Stock Units (RSUs) | Director Group | ||||
Stock options and restricted stock units granted under the 2017 Plan | ||||
Granted (in units) | 893,996 | |||
Restricted stock unit grants under the Plan | ||||
Issued and outstanding | 340,415 | |||
Weighted Average Grant Date Fair Value | $ 2.75 | |||
2017 Omnibus Incentive Plan | Restricted Stock Units (RSUs) | Director Group | Minimum | ||||
Stock option grants under the Plan | ||||
Vesting Period (in years) | 1 year | |||
2017 Omnibus Incentive Plan | Restricted Stock Units (RSUs) | Director Group | Maximum | ||||
Stock option grants under the Plan | ||||
Vesting Period (in years) | 2 years | |||
2017 Omnibus Incentive Plan | Restricted Stock Units (RSUs) | Employee Group | ||||
Stock options and restricted stock units granted under the 2017 Plan | ||||
Granted (in units) | 1,568,655 | |||
Stock option grants under the Plan | ||||
Vesting Period (in years) | 5 years | |||
Restricted stock unit grants under the Plan | ||||
Issued and outstanding | 254,386 | |||
Weighted Average Grant Date Fair Value | $ 10.59 |
STOCK-BASED COMPENSATION - Op_2
STOCK-BASED COMPENSATION - Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Weighted Average Remaining Contractual Terms and Aggregate Intrinsic Value | |||
Aggregate stock-based compensation charges | $ 5.9 | $ 3.8 | $ 3.6 |
2017 Omnibus Incentive Plan | Stock Option | |||
Shares | |||
Outstanding, at the beginning (in shares) | 2,308,924 | 2,066,529 | |
Granted (in shares) | 2,029,900 | 631,136 | |
Forfeited or expired (in shares) | (1,223,893) | (388,741) | |
Outstanding, at the end (in shares) | 3,114,931 | 2,308,924 | 2,066,529 |
Exercisable at the end, Shares | 1,139,811 | ||
Vested and expected to vest (in shares) | 3,114,931 | ||
Weighted Average Exercise Price | |||
Outstanding, at the beginning (in dollars per shares) | $ 8.39 | $ 10.23 | |
Granted (in dollars per shares) | 1.75 | 3.20 | |
Forfeited or expired (in dollars per shares) | 2.96 | 9.73 | |
Outstanding, at the end (in dollars per shares) | 6.19 | $ 8.39 | $ 10.23 |
Exercisable at the end (in dollars per shares) | 9.26 | ||
Vested and expected to vest (in dollars per share) | $ 6.19 | ||
Weighted Average Remaining Contractual Terms and Aggregate Intrinsic Value | |||
Weighted Average Remaining Contractual Terms (Years) | 7 years 10 months 24 days | 8 years | 8 years 6 months |
Exercisable at the end, Weighted Average Remaining Contractual Terms (Years) | 6 years 8 months 12 days | ||
Vested and expected to vest (in years) | 7 years 10 months 24 days | ||
Aggregate Intrinsic Value, Outstanding, at the beginning (in dollars) | $ 0.2 | ||
Aggregate Intrinsic Value, Outstanding at the end (in dollars) | 5.9 | $ 0.2 | |
Exercisable at the end, Aggregate intrinsic value (in dollars) | 0.4 | ||
Vested and expected to vest (in dollars) | $ 5.9 | ||
Expiration period | 10 years |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Units | ||
Granted (in units) | 2,471,500 | |
Forfeited (in units) | (755,400) | |
Non-vested at the end (in units) | 1,716,100 | |
Weighted Average Grant Date Fair Value (Per Unit) | ||
Granted (per unit) | $ 1.14 | |
Forfeited (per unit) | 0.59 | |
Outstanding at the end (per unit) | $ 1.38 | |
2017 Omnibus Incentive Plan | Restricted Stock Units (RSUs) | ||
Number of Units | ||
Non-vested at the beginning (in units) | 1,180,882 | 841,361 |
Granted (in units) | 108,498 | 753,986 |
Vested (in units) | (600,900) | (187,956) |
Forfeited (in units) | (93,679) | (226,509) |
Non-vested at the end (in units) | 594,801 | 1,180,882 |
Weighted Average Grant Date Fair Value (Per Unit) | ||
Outstanding at the beginning (per unit) | $ 5.44 | $ 10.44 |
Granted (per unit) | 2.77 | 2.45 |
Vested (per unit) | 4.05 | 10.35 |
Forfeited (per unit) | 9.42 | 10.16 |
Outstanding at the end (per unit) | $ 5.72 | $ 5.44 |
Director Group | 2017 Omnibus Incentive Plan | Restricted Stock Units (RSUs) | ||
Number of Units | ||
Granted (in units) | 893,996 | |
Non-vested at the end (in units) | 340,415 | |
Employee Group | 2017 Omnibus Incentive Plan | Restricted Stock Units (RSUs) | ||
Number of Units | ||
Granted (in units) | 1,568,655 | |
Non-vested at the end (in units) | 254,386 |
STOCK-BASED COMPENSATION - Perf
STOCK-BASED COMPENSATION - Performance Stock (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in units) | 2,471,500 |
Granted (per unit) | $ / shares | $ 1.14 |
Non-vested at the end (in units) | 1,716,100 |
Outstanding at the end (per unit) | $ / shares | $ 1.38 |
Performance Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total fair value of the liability | $ | $ 5.5 |
Granted (in units) | 994,100 |
Liability-classified | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Minimum risk free interest rate | 0.14% |
Maximum risk free interest rate | 0.15% |
Minimum expected volatility | 92.30% |
Maximum expected volatility | 96.50% |
Expected dividend yield | 0.00% |
Liability-classified | Valuation Technique, Probability Model | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in units) | 994,100 |
Equity-classified | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Minimum risk free interest rate | 0.13% |
Maximum risk free interest rate | 0.21% |
Minimum expected volatility | 86.10% |
Maximum expected volatility | 102.20% |
Expected dividend yield | 0.00% |
Equity-classified | Valuation Technique, Option Pricing Model | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in units) | 722,000 |
Minimum | Liability-classified | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average expected life | 2 years 3 months 18 days |
Minimum | Equity-classified | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average expected life | 1 year 10 months 24 days |
Maximum | Liability-classified | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average expected life | 2 years 7 months 6 days |
Maximum | Equity-classified | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average expected life | 3 years |
STOCK-BASED COMPENSATION - Aggr
STOCK-BASED COMPENSATION - Aggregate (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock-based compensation | |||
Aggregate stock-based compensation charges | $ 5.9 | $ 3.8 | $ 3.6 |
Stock Option | |||
Stock-based compensation | |||
Unrecognized stock-based compensation expense | $ 5.2 | ||
Weighted average period of recognition | 2 years 1 month 6 days | ||
Restricted Stock Units (RSUs) | |||
Stock-based compensation | |||
Unrecognized stock-based compensation expense | $ 2.4 | ||
Weighted average period of recognition | 1 year 6 months | ||
Performance Stock Units | |||
Stock-based compensation | |||
Unrecognized stock-based compensation expense | $ 1.6 | ||
Weighted average period of recognition | 2 years 1 month 6 days | ||
Total fair value of the liability | $ 5.5 | ||
Share-based payment liability | $ 1.1 |
STOCK-BASED COMPENSATION - Blac
STOCK-BASED COMPENSATION - Black Scholes option-pricing (Details) - Stock Option - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair value of stock option grants | |||
Weighted average expected life | 6 years | 6 years 3 months 18 days | 6 years 6 months |
Minimum risk free interest rate | 0.39% | 1.45% | 2.28% |
Maximum risk free interest rate | 0.47% | 2.58% | 3.00% |
Minimum expected volatility | 41.00% | 32.50% | 36.70% |
Maximum expected volatility | 42.50% | 37.90% | 39.90% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Weighted average fair value of option granted | $ 4.6 | $ 0.8 |
DEFINED CONTRIBUTION PLAN (Deta
DEFINED CONTRIBUTION PLAN (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
DEFINED CONTRIBUTION PLAN | |||
Company's expense under matching requirements | $ 5.4 | $ 5.7 | $ 3.7 |
Employer contributions | $ 0.4 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
COMMITMENTS AND CONTINGENCIES | ||
Outstanding letters of credit | $ 18.1 | $ 15.9 |
REPORTABLE SEGMENTS (Details)
REPORTABLE SEGMENTS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | $ 1,454.1 | $ 1,737 | $ 1,613.1 |
Operating income (loss) | 35.4 | (312.1) | 21.9 |
Depreciation | 91.1 | 132.2 | 114.4 |
Amortization of intangible assets | 7.2 | 14.3 | 16.7 |
Impairment | 15.4 | 312.8 | 13.9 |
Restructuring | 9.5 | 8.4 | |
Non-cash operating lease expense | (8) | 27.2 | |
Interest expense | 44.9 | 50.4 | 45.5 |
Income (loss) before income tax | 6 | (362) | (21.1) |
Total assets | 1,126.9 | 1,140.6 | 1,390.9 |
Cash capital expenditures | 95.5 | 94.7 | 156.3 |
Company freight | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 676.8 | 804.6 | 721.7 |
Owner operator freight | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 408.9 | 455.3 | 440.5 |
Brokerage | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 234.3 | 294.7 | 266.4 |
Logistics | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 37.4 | 47.5 | 42.8 |
Fuel surcharge | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 96.7 | 134.9 | 141.7 |
Corporate/Eliminations | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | (18.5) | (21.7) | (14) |
Operating income (loss) | (50.5) | (59) | (34.1) |
Depreciation | 0.9 | 0.7 | 0.2 |
Restructuring | 0.1 | 2.8 | |
Non-cash operating lease expense | 0.4 | ||
Interest expense | 24 | 26.8 | 25.6 |
Income (loss) before income tax | (33.2) | (32.3) | (27.8) |
Total assets | 204.3 | 109.4 | 41.9 |
Cash capital expenditures | 7.6 | 1.6 | 2.1 |
Corporate/Eliminations | Company freight | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | (10) | (13.9) | (8.8) |
Corporate/Eliminations | Owner operator freight | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | (5.7) | (5.9) | (2.8) |
Corporate/Eliminations | Brokerage | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | (1.6) | (0.9) | |
Corporate/Eliminations | Logistics | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | (0.1) | (0.1) | |
Corporate/Eliminations | Fuel surcharge | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | (1.2) | (1.8) | (1.4) |
Flatbed | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Intersegment revenues and expenses | 6.5 | 9.5 | 5.1 |
Insurance costs included in the corporate segment | 3.6 | ||
Flatbed | Consolidated | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 578.9 | 663 | 662 |
Operating income (loss) | 32.6 | (94.4) | 32.9 |
Depreciation | 35.1 | 46.5 | 29.9 |
Amortization of intangible assets | 3.2 | 5.3 | 6.2 |
Impairment | 2 | 116.7 | |
Restructuring | 0.6 | 1.7 | |
Non-cash operating lease expense | (0.3) | 10.6 | |
Interest expense | 9.5 | 10.7 | 8.6 |
Income (loss) before income tax | 7.2 | (126.1) | 13.8 |
Total assets | 326.1 | 348.1 | 464.8 |
Cash capital expenditures | 30.3 | 38.3 | 38.2 |
Flatbed | Consolidated | Company freight | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 191.2 | 215.3 | 206.2 |
Flatbed | Consolidated | Owner operator freight | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 262.1 | 275.7 | 271.5 |
Flatbed | Consolidated | Brokerage | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 70.3 | 93.9 | 104.2 |
Flatbed | Consolidated | Logistics | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 2.9 | 2.8 | 3 |
Flatbed | Consolidated | Fuel surcharge | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 52.4 | 75.3 | 77.1 |
Specialized | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Intersegment revenues and expenses | 12 | 11.5 | 8.9 |
Insurance costs included in the corporate segment | 11.2 | ||
Specialized | Consolidated | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 893.7 | 1,095.7 | 965.1 |
Operating income (loss) | 53.3 | (158.7) | 23.1 |
Depreciation | 55.1 | 85 | 84.3 |
Amortization of intangible assets | 4 | 9 | 10.5 |
Impairment | 13.4 | 196.1 | 13.9 |
Restructuring | 8.8 | 3.9 | |
Non-cash operating lease expense | (7.7) | 16.2 | |
Interest expense | 11.4 | 12.9 | 11.3 |
Income (loss) before income tax | 32 | (203.6) | (7.1) |
Total assets | 596.5 | 683.1 | 884.2 |
Cash capital expenditures | 57.6 | 54.8 | 116 |
Specialized | Consolidated | Company freight | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 495.6 | 603.2 | 524.3 |
Specialized | Consolidated | Owner operator freight | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 152.5 | 185.5 | 171.8 |
Specialized | Consolidated | Brokerage | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 165.6 | 200.8 | 163.1 |
Specialized | Consolidated | Logistics | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | 34.5 | 44.8 | 39.9 |
Specialized | Consolidated | Fuel surcharge | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Total revenue | $ 45.5 | $ 61.4 | $ 66 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | |||
Net income (loss) | $ 6.2 | $ (307.4) | $ (5.2) |
Net income (loss) attributable to common stockholders | 1.3 | (312.4) | (10.1) |
Numerator for basic EPS - income (loss) available to common stockholders - two class method | 1.3 | (312.4) | (10.1) |
Numerator for diluted EPS - income (loss) available to common shareholders - two class method | $ 1.3 | $ (312.4) | $ (10.1) |
Denominator: | |||
Denominator for basic - weighted-average shares | 64,775,275 | 64,303,438 | 61,654,820 |
Denominator for diluted EPS - weighted-average shares | 65,671,246 | 64,303,438 | 61,654,820 |
Basic earnings (loss) per share | $ 0.02 | $ (4.86) | $ (0.16) |
Diluted earnings (loss) per share | $ 0.02 | $ (4.86) | $ (0.16) |
Stock Option | |||
Denominator: | |||
Weighted-average shares outstanding - Equivalent | 895,971 | ||
Series A | |||
Numerator: | |||
Less Series A preferred dividends | $ (4.9) | $ (5) | $ (4.9) |
Denominator: | |||
Preferred stock dividend rate (as a percent) | 7.625% | 7.625% | 7.625% |