Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 27, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Securities Act File Number | 001-37509 | |
Entity Registrant Name | DASEKE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-3913221 | |
Entity Address, Address Line One | 15455 Dallas Parkway | |
Entity Address, Address Line Two | Suite 550 | |
Entity Address, City or Town | Addison | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75001 | |
City Area Code | 972 | |
Local Phone Number | 248-0412 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | DSKE | |
Security Exchange Name | NASDAQ | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Common shares outstanding | 45,852,997 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001642453 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 93.7 | $ 153.4 |
Accounts receivable, net of allowance of $X.X and $2.3 at June 30, 2023 and December 31, 2022, respectively | 180.1 | 179 |
Drivers advances and other receivables | 8.3 | 7.9 |
Other current assets | 38.2 | 37.9 |
Total current assets | 320.3 | 378.2 |
Property and equipment, net | 532.4 | 488.3 |
Intangible assets, net | 76.9 | 80.6 |
Goodwill | 137.5 | 137.3 |
Right-of-use assets | 98.3 | 107.6 |
Other non-current assets | 2.9 | 3.4 |
Total assets | 1,168.3 | 1,195.4 |
Current liabilities: | ||
Accounts payable | 14.1 | 14.7 |
Accrued expenses and other liabilities | 51.9 | 44.9 |
Accrued payroll, benefits and related taxes | 30.9 | 30.8 |
Accrued insurance and claims | 43.3 | 40.6 |
Current portion of long-term debt | 90.3 | 78.4 |
Current operating lease liabilities | 33.5 | 34.4 |
Total current liabilities | 264 | 243.8 |
Line of credit | 0 | 0 |
Long-term debt, net of current portion | 557.3 | 582.3 |
Deferred tax liabilities | 97.6 | 95 |
Non-current operating lease liabilities | 71 | 79.6 |
Other non-current liabilities | 1.9 | 1.7 |
Total liabilities | 991.8 | 1,002.4 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity: | ||
Common stock, par value $0.0001 per share; 250,000,000 shares authorized, 45,650,941 and 45,028,041 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 0 | 0 |
Additional paid-in-capital | 295.1 | 293.1 |
Accumulated deficit | (231.3) | (232.3) |
Accumulated other comprehensive income (loss) | 0.1 | (0.4) |
Total stockholders' equity | 176.5 | 193 |
Total liabilities and stockholders' equity | 1,168.3 | 1,195.4 |
Series A convertible preferred stock | ||
Stockholders' equity: | ||
Preferred Stock, Value | 65 | 65 |
Series B perpetual preferred stock | ||
Stockholders' equity: | ||
Preferred Stock, Value | $ 47.6 | $ 67.6 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Allowance | $ 1.8 | $ 2.3 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 45,650,941 | 45,028,041 |
Common stock, outstanding | 45,650,941 | 45,028,041 |
Series A convertible preferred stock | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, issued | 650,000 | 650,000 |
Preferred stock, outstanding | 650,000 | 650,000 |
Preferred liquidation preference | $ 65 | $ 65 |
Series B perpetual preferred stock | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, issued | 47,597 | 67,597 |
Preferred stock, outstanding | 47,597 | 67,597 |
Preferred liquidation preference | $ 47.6 | $ 67.6 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues: | ||||
Total revenue | $ 407.3 | $ 481.3 | $ 807.1 | $ 902.3 |
Operating expenses: | ||||
Salaries, wages and employee benefits | 106.1 | 97.2 | 211.3 | 194.7 |
Operations and maintenance | 43.3 | 41.1 | 85.4 | 76.4 |
Administrative | 16.2 | 17.7 | 35 | 35 |
Insurance and claims | 16.2 | 17.6 | 32.9 | 41 |
Acquisition-related transaction expenses | 0.8 | 1.9 | 1.2 | 3.3 |
Depreciation and amortization | 25.9 | 22.7 | 51 | 44.3 |
Gain on disposition of property and equipment | (3.2) | (4.5) | (8.4) | (9.1) |
Impairment | 1.5 | 7.8 | 1.5 | 7.8 |
Restructuring | (0.7) | 0.6 | 0.3 | 1.2 |
Total operating expenses | 386.2 | 448.5 | 774.1 | 851.3 |
Income from operations | 21.1 | 32.8 | 33 | 51 |
Other expense (income): | ||||
Interest income | (1.2) | (0.7) | (2.6) | (0.8) |
Interest expense | 13.1 | 7.5 | 25.7 | 14.6 |
Change in fair value of warrant liability | 0 | 0 | 0 | (4.7) |
Other | (0.3) | 0.6 | (0.5) | 0.1 |
Total other expense | 11.6 | 7.4 | 22.6 | 9.2 |
Income before income taxes | 9.5 | 25.4 | 10.4 | 41.8 |
Income tax expense | 3.8 | 7.7 | 4.2 | 11.1 |
Net income | 5.7 | 17.7 | 6.2 | 30.7 |
Other comprehensive loss : | ||||
Foreign currency translation adjustments | 0.6 | (0.1) | 0.5 | (0.1) |
Comprehensive income | 6.3 | 17.6 | 6.7 | 30.6 |
Net Income (Loss) | 5.7 | 17.7 | 6.2 | 30.7 |
Net income attributable to common stockholders | $ 3.2 | $ 16.5 | $ 1 | $ 28.2 |
Earnings per common share: | ||||
Basic | $ 0.07 | $ 0.26 | $ 0.02 | $ 0.44 |
Diluted | $ 0.07 | $ 0.24 | $ 0.02 | $ 0.43 |
Weighted-average common shares outstanding: | ||||
Basic | 45,521,935 | 63,470,040 | 45,333,840 | 63,182,277 |
Diluted | 47,514,098 | 71,555,039 | 47,617,812 | 71,319,113 |
Series A | ||||
Other comprehensive loss : | ||||
Less dividends to convertible preferred stockholders | $ (1.2) | $ (1.2) | $ (2.4) | $ (2.5) |
Weighted-average common shares outstanding: | ||||
Dividends declared per convertible preferred share | $ 1.91 | $ 1.91 | $ 3.81 | $ 3.81 |
Series B perpetual preferred stock | ||||
Other comprehensive loss : | ||||
Less dividends to convertible preferred stockholders | $ (1.3) | $ 0 | $ (2.8) | $ 0 |
Weighted-average common shares outstanding: | ||||
Dividends declared per convertible preferred share | $ 18 | $ 0 | $ 39.94 | $ 0 |
Company freight | ||||
Revenues: | ||||
Total revenue | $ 170.9 | $ 167.8 | $ 331.2 | $ 323.8 |
Operating expenses: | ||||
Purchased freight | 143.6 | 197 | 288 | 368.6 |
Owner operator freight | ||||
Revenues: | ||||
Total revenue | 112.8 | 137.9 | 225 | 267.7 |
Brokerage | ||||
Revenues: | ||||
Total revenue | 63.2 | 91.9 | 123.8 | 170.1 |
Logistics | ||||
Revenues: | ||||
Total revenue | 15 | 14 | 30.2 | 25.4 |
Fuel surcharge | ||||
Revenues: | ||||
Total revenue | 45.4 | 69.7 | 96.9 | 115.3 |
Operating expenses: | ||||
Fuel | 32.4 | 45.3 | 68 | 80.4 |
Service | ||||
Operating expenses: | ||||
Taxes and licenses | $ 4.1 | $ 4.1 | $ 7.9 | $ 7.7 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Millions | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Series A convertible preferred stock | Series A convertible preferred stock Preferred Stock | Series A convertible preferred stock Accumulated Deficit | Series B perpetual preferred stock | Series B perpetual preferred stock Preferred Stock | Series B perpetual preferred stock Accumulated Deficit |
Balance (in value) at Dec. 31, 2021 | $ 176 | $ 387.8 | $ (276.8) | $ 65 | |||||||
Balance (in shares) at Dec. 31, 2021 | 62,489,278 | 650,000 | |||||||||
Exercise of options (in value) | 0.8 | 0.8 | |||||||||
Exercise of options (in shares) | 91,425 | ||||||||||
Exercise of warrants (in value) | 9.4 | 9.4 | |||||||||
Exercise of warrants (in shares) | 817,648 | ||||||||||
Vesting of stock awards (in shares) | 43,450 | ||||||||||
Series A convertible preferred stock dividend | $ (1.2) | $ (1.2) | |||||||||
Stock-based compensation expense | 2.2 | 2.2 | |||||||||
Net Income (Loss) | 13 | 13 | |||||||||
Balance (in value) at Mar. 31, 2022 | 200.2 | 400.2 | (265) | $ 65 | |||||||
Balance (in shares) at Mar. 31, 2022 | 63,441,801 | 650,000 | |||||||||
Balance (in value) at Dec. 31, 2021 | 176 | 387.8 | (276.8) | $ 65 | |||||||
Balance (in shares) at Dec. 31, 2021 | 62,489,278 | 650,000 | |||||||||
Foreign currency translation adjustments | (0.1) | ||||||||||
Net Income (Loss) | 30.7 | ||||||||||
Balance (in value) at Jun. 30, 2022 | 218.7 | 402.3 | (248.5) | $ (0.1) | $ 65 | ||||||
Balance (in shares) at Jun. 30, 2022 | 63,504,018 | 650,000 | |||||||||
Balance (in value) at Mar. 31, 2022 | 200.2 | 400.2 | (265) | $ 65 | |||||||
Balance (in shares) at Mar. 31, 2022 | 63,441,801 | 650,000 | |||||||||
Vesting of stock awards (in value) | (0.2) | (0.2) | |||||||||
Vesting of stock awards (in shares) | 62,217 | ||||||||||
Series A convertible preferred stock dividend | (1.2) | (1.2) | |||||||||
Stock-based compensation expense | 2.3 | 2.3 | |||||||||
Foreign currency translation adjustments | (0.1) | (0.1) | |||||||||
Net Income (Loss) | 17.7 | 17.7 | |||||||||
Balance (in value) at Jun. 30, 2022 | 218.7 | 402.3 | (248.5) | (0.1) | $ 65 | ||||||
Balance (in shares) at Jun. 30, 2022 | 63,504,018 | 650,000 | |||||||||
Balance (in value) at Dec. 31, 2022 | 193 | 293.1 | (232.3) | (0.4) | $ 65 | $ 67.6 | |||||
Balance (in shares) at Dec. 31, 2022 | 45,028,041 | 650,000 | 67,597 | ||||||||
Vesting of stock awards (in value) | (0.2) | (0.2) | |||||||||
Vesting of stock awards (in shares) | 158,359 | ||||||||||
Series A convertible preferred stock dividend | (1.2) | (1.2) | $ (1.5) | $ (1.5) | |||||||
Stock-based compensation expense | 2.9 | 2.9 | |||||||||
Foreign currency translation adjustments | (0.1) | (0.1) | |||||||||
Net Income (Loss) | 0.5 | 0.5 | |||||||||
Balance (in value) at Mar. 31, 2023 | 193.4 | 295.8 | (234.5) | (0.5) | $ 65 | $ 67.6 | |||||
Balance (in shares) at Mar. 31, 2023 | 45,186,400 | 650,000 | 67,597 | ||||||||
Balance (in value) at Dec. 31, 2022 | 193 | 293.1 | (232.3) | (0.4) | $ 65 | $ 67.6 | |||||
Balance (in shares) at Dec. 31, 2022 | 45,028,041 | 650,000 | 67,597 | ||||||||
Foreign currency translation adjustments | 0.5 | ||||||||||
Net Income (Loss) | 6.2 | ||||||||||
Balance (in value) at Jun. 30, 2023 | 176.5 | 295.1 | (231.3) | 0.1 | $ 65 | $ 47.6 | |||||
Balance (in shares) at Jun. 30, 2023 | 45,650,941 | 650,000 | 47,597 | ||||||||
Balance (in value) at Mar. 31, 2023 | 193.4 | 295.8 | (234.5) | (0.5) | $ 65 | $ 67.6 | |||||
Balance (in shares) at Mar. 31, 2023 | 45,186,400 | 650,000 | 67,597 | ||||||||
Exercise of options (in shares) | 4,000 | ||||||||||
Vesting of stock awards (in value) | (2.3) | (2.3) | |||||||||
Vesting of stock awards (in shares) | 460,541 | ||||||||||
Series A convertible preferred stock dividend | $ (1.2) | $ (1.2) | (1.3) | $ (1.3) | |||||||
Preferred stock redemption (in shares) | (20,000) | ||||||||||
Preferred stock redemption (in value) | $ (20) | $ (20) | |||||||||
Stock-based compensation expense | 1.6 | 1.6 | |||||||||
Foreign currency translation adjustments | 0.6 | 0.6 | |||||||||
Net Income (Loss) | 5.7 | 5.7 | |||||||||
Balance (in value) at Jun. 30, 2023 | $ 176.5 | $ 295.1 | $ (231.3) | $ 0.1 | $ 65 | $ 47.6 | |||||
Balance (in shares) at Jun. 30, 2023 | 45,650,941 | 650,000 | 47,597 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities | ||
Net income | $ 6.2 | $ 30.7 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation | 47.9 | 40.9 |
Amortization of intangible assets | 3.1 | 3.4 |
Amortization of deferred financing fees | 1.3 | 0.6 |
Non-cash operating lease expense | (0.1) | (0.1) |
Change in fair value of warrant liability | 0 | (4.7) |
Stock-based compensation expense | 7 | 6.4 |
Deferred taxes | 2.2 | 1.1 |
Bad debt expense (recovery) | (0.3) | 0.3 |
Gain on disposition of property and equipment | (8.4) | (9.1) |
Impairment | 1.5 | 7.8 |
Changes in operating assets and liabilities | ||
Accounts receivable | (0.6) | (46.1) |
Drivers' advances and other receivables | (0.3) | (4.7) |
Other current assets | 0.2 | (3.9) |
Accounts payable | 0.2 | 3.2 |
Accrued expenses and other liabilities | (1) | 26.1 |
Net cash provided by operating activities | 58.9 | 51.9 |
Cash flows from investing activities | ||
Purchases of property and equipment | (17.5) | (25.2) |
Proceeds from sale of property and equipment | 18.2 | 20.4 |
Cash paid for acquisitions, net of cash received | 0 | (19.3) |
Net cash provided by (used in) investing activities | 0.7 | (24.1) |
Cash flows from financing activities: | ||
Advances on line of credit | 801.6 | 876.6 |
Repayments on line of credit | (801.6) | (876.6) |
Principal payments on long-term debt | (93.7) | (31.3) |
Exercise of stock options, net | 0 | 0.8 |
Exercise of warrants | 0 | 9.4 |
Net cash used in financing activities | (119.6) | (23.6) |
Effect of exchange rates on cash and cash equivalents | 0.3 | 0.3 |
Net (decrease) increase in cash and cash equivalents | (59.7) | 4.5 |
Cash and cash equivalents - beginning of period | 153.4 | 147.5 |
Cash and cash equivalents - end of period | 93.7 | 152 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 24.4 | 14.3 |
Cash paid for income taxes | 1.8 | 14 |
Noncash investing and financing activities | ||
Property and equipment acquired with debt or finance lease obligations | 78.8 | 41.3 |
Right-of-use assets acquired | 9.7 | 18.7 |
Accrued share repurchase excise taxes | 0.2 | 0 |
Series A | ||
Cash flows from financing activities: | ||
Convertible preferred stock dividends | (2.5) | (2.5) |
Series B | ||
Cash flows from financing activities: | ||
Convertible preferred stock dividends | (3.4) | 0 |
Series B perpetual preferred stock redemption | $ (20) | $ 0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ 5.7 | $ 0.5 | $ 17.7 | $ 13 | $ 6.2 | $ 30.7 |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations We are a premier North American tra nsportation solutions specialist dedicated to servicing challenging industrial end-markets through experienced people and a fleet of more than 4,800 tractors and 10,800 flatbed and specialized trailers. The Company delivers its diverse offering of solutions to thousands of customers acro ss the United States, Canada and Mexico. In addition to transporting freight with tractors and trailers, the Company also provides logistical planning and warehousing solutions to customers. The Company is subject to regulation by the Department of Transportation, the Department of Defense, the Department of Energy, and various state regulatory authorities in the United States. The Company is also subject to regulation by the Ministries of Transportation and Communications and various provincial regulatory authorities in Canada. Basis of Presentation These interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (US GAAP) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ended December 31, 2023. The consolidated balance sheet as of December 31, 2022 has been derived from the audited consolidated financial statements at that date. For additional information, including the Company’s significant accounting policies, refer to the consolidated financial statements and related footnotes for the year ended December 31, 2022 as set forth in the Company’s Annual Report on Form 10-K, filed with the SEC on February 23, 2023. Common Stock Purchase Warrants Daseke’s common stock purchase warrants expired in accordance with their terms on February 27, 2022 and are no longer exercisable. During the first quarter of 2022, prior to their expiration, there were 1,635,296 warrants exercised for 817,648 shares of Daseke’s common stock in exchange for $ 9.4 million in proceeds to the Company. Series B Preferred Stock In May 2023, Daseke redeemed all 20,000 shares of issued and outstanding Series B-1 perpetual preferred stock by paying $ 20.3 million in cash, which consisted of $ 20.0 million liquidation preference, plus $ 0.3 million in accrued and unpaid dividends. As of June 30, 2023 , as a result of such redemption, the Company has recorded an estimated $ 0.2 million excise tax liability for share repurchases, net of issuances. Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (the FASB) issued Accounting Standard Update (ASU) No. 2016-13, Accounting for Credit Losses (Topic 326). ASU 2016-13 requires the use of an “expected loss” model on certain types of financial instruments. The ASU sets forth a “current expected credit loss” model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets, including trade receivables. In addition, in March 2022, the FASB issued ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures to improve the decision usefulness of information provided to investors concerning certain loan refinancings, restructurings and writeoffs. The Company adopted these ASUs as of January 1, 2023. The adoption did not have a material impact on the Company's consolidated financial statements. Lease Income The Company leases tractors and trailers to certain of its owner operators and accounts for these transactions as operating leases. These leases typically have terms of 30 to 72 months and are collateralized by a security interest in the related revenue equipment. The Company recognizes income for these leases as payments are received over the lease term, which are reported as a reduction of purchased freight on the consolidated statements of operations and comprehensive income. The Company's equipment leases may include options for the lessee to purchase the equipment at the end of the lease term or terminate the lease prior to the end of the lease term. When an asset reaches the end of its useful economic life, the Company disposes of the asset. Lease income from lease payments related to these operating leases for the three months ended June 30, 2023 and 2022 was $ 8.2 million and $ 8.1 million, respectively. Lease income from lease payments related to these operating leases for the six months ended June 30, 2023 and 2022 was $ 16.1 million and $ 15.7 million, respectively. |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 2 – OTHER CURRENT ASSETS The components of other current assets are as follows (in millions): June 30, December 31, 2023 2022 Income tax receivable $ 12.1 $ 13.8 Prepaid insurance 10.2 8.4 Prepaid licensing, permits and tolls 5.3 5.0 Parts supplies 4.3 4.2 Other prepaids 3.5 2.9 Prepaid software 1.2 1.3 Prepaid highway and fuel taxes 0.3 1.1 Prepaid taxes 1.3 1.2 Total $ 38.2 $ 37.9 |
INTEGRATION AND RESTRUCTURING
INTEGRATION AND RESTRUCTURING | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
INTEGRATION AND RESTRUCTURING | NOTE 3 – INTEGRATION AND RESTRUCTURING During the first quarter of 2022, the Company internally announced a phased integration and restructuring plan (the Plan). Our goal is to drive synergies and improve profitability through cost reduction, network optimization and commercial initiatives which will be facilitated by the continued integration of our operating companies into a subset of our highest-performing platform companies. We believe these measures will unite teams across the Company around a culture of close coordination and continuous improvement, providing for opportunistic expansion into incremental services, geographies, and industrial end markets. These efforts provide a preview of the potential of One Daseke , our name for the initiatives through which we are driving the next phase of our Company’s growth - one that benefits from the sharing of best practices, the optimization of processes, and the technology enablement necessary to better engage our customers and drivers. As of June 30, 2023, we had nine operating segments. The integration and restructuring costs, which we expect to incur over the next several years, may consist of employee-related costs and other transition and termination costs related to restructuring activities. Employee-related costs include severance, tax preparation, and relocation costs, which are accounted for in accordance with ASC 420 Exit or Disposal Cost Obligations . Other transition and termination costs may include fixed asset-related charges, contract and lease termination costs, professional fees, and other miscellaneous expenditures associated with the integration or restructuring activities, which are expensed as incurred. Costs are reported in restructuring in the consolidated statements of operations and comprehensive income. The Company recorded a $ 0.7 million reduction to integration and restructuring expenses, related to a prior quarter reclassification of $ 0.7 million to acquisition-related transaction expenses in the three months ended June 30, 2023, comprised of a $ 0.4 million reduction in the Specialized Solutions segment and $ 0.3 million reduction in the Flatbed Solutions segment. The Company recorded $ 0.3 million of integration and restructuring expenses, primarily related to $ 1.0 million in professional fees partially offset by a $ 0.7 million prior quarter reclassification to acquisition-related transaction expenses, in connection with the Plan in the six months ended June 30, 2023, comprised of $ 0.3 million in the Specialized Solutions segment and $ 0 in the Flatbed Solutions segment. As of June 30, 2023 , we have incurred a cumulative total of $ 2.7 million in integration and restructuring costs since inception of the Plan. Impairments During the three months ended June 30, 2023, the Company made a decision to no longer use the trade name of an operating segment within the Flatbed Solutions segment. As a result, the Company determined there were indicators of impairment regarding this operating segment’s trade name intangibles and goodwill. The Company determined that the carrying value was less than the fair value associated with this integrated operating segment’s goodwill, which was determined using a combination of discounted expected future cash flows (income approach) and guideline public companies method (market approach) . However, it was determined that the trade name intangibles carrying value was greater than its fair value. As such, the Company recorded a trade name intangibles impairment charge of $ 1.5 million in the Flatbed Solutions segment during the three months ended June 30, 2023. The impairment charge is included in impairment in the consolidated statements of operations and comprehensive income. During the three months ended June 30, 2022, the Company made a decision to no longer use the trade name of an operating segment within the Specialized Solutions segment that had been integrated into another operating segment as part of the Plan. In addition, as of June 30, 2022, there were no remaining customer relationships associated with this integrated operating segment. As such, the Company determined there were indicators of impairment regarding this operating segment’s trade name intangibles, customer relationship intangibles, and goodwill. The Company determined there was no fair value associated with this integrated operating segment’s intangibles. As such, the Company recorded an impairment charge of $ 7.8 million in the Specialized Solutions segment during the three months ended June 30, 2022, consisting of $ 1.9 million of trade name intangibles, $ 0.2 million of customer relationships, and $ 5.7 million of goodwill. The impairment charge is included in impairment in the consolidated statements of operations and comprehensive income. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT The components of property and equipment are as follows (in millions): June 30, December 31, 2023 2022 Revenue equipment $ 666.5 $ 611.3 Revenue equipment leased and available for lease to owner operators 143.3 145.1 Buildings and improvements 62.9 62.4 Furniture and fixtures, office and computer equipment, vehicles and capitalized software development 47.8 40.7 Property and equipment, gross 920.5 859.5 Accumulated depreciation ( 388.1 ) ( 371.2 ) Property and equipment, net $ 532.4 $ 488.3 Depreciation expense on property and equipment was $ 24.3 million and $ 21.0 million for the three months ended June 30, 2023 and 2022, respectively. Depreciation expense on property and equipment was $ 47.9 million and $ 40.9 million for the six months ended June 30, 2023 and 2022 , respectively. |
ACCRUED EXPENSES AND OTHER LIAB
ACCRUED EXPENSES AND OTHER LIABILITIES | 6 Months Ended |
Jun. 30, 2023 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
ACCRUED EXPENSES AND OTHER LIABILITIES | NOTE 5 – ACCRUED EXPENSES AND OTHER LIABILITIES The components of accrued expenses and other liabilities are as follows as of June 30, 2023 and December 31, 2022 (in millions): June 30, December 31, 2023 2022 Brokerage and escorts $ 14.5 $ 14.1 Unvouchered payables 11.5 9.4 Owner operator deposits 9.0 9.7 Other accrued expenses 9.9 5.6 Fuel and fuel taxes 4.7 2.7 Accrued property taxes and sales taxes payable 1.1 2.4 Interest 1.0 1.0 Share repurchase excise taxes 0.2 — $ 51.9 $ 44.9 |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2023 | |
Long-Term Debt, Current and Noncurrent [Abstract] | |
LONG-TERM DEBT | NOTE 6 – LONG-TERM DEBT Long-term debt consists of the following as of June 30, 2023 and December 31, 2022 (in millions): June 30, December 31, 2023 2022 Term Loan Facility $ 341.0 $ 393.0 ABL Facility — — Equipment and real estate term loans 287.2 249.1 Finance lease liabilities 24.4 25.0 Total debt and finance lease liabilities 652.6 667.1 Less current portion ( 90.3 ) ( 78.4 ) Less unamortized deferred financing fees ( 5.0 ) ( 6.4 ) Long-term debt and finance lease liabilities, less current portion and unamortized deferred financing fees $ 557.3 $ 582.3 Term Loan Facility The Company has a senior secured term loan credit facility (the Term Loan Facility) with JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and a lender, other lenders party thereto and other financial institutions party theret o. During the second quarter of 2023, the Company made a $ 50.0 million cash prepayment of the Term Loan Facility, and accordingly wrote off $ 0.7 million in deferred financing fees. The Term Loan Facility has an outstanding balance of $ 341.0 million as of June 30, 2023. The Term Loan Facility has a scheduled maturity date of March 9, 2028 . At June 30, 2023 and December 31, 2022, the interest rate on the Term Loan Facility wa s 9.27 % and 8.39 %, respectively. As of June 30, 2023, the Company was in compliance with all covenants contained in the agreement governing the Term Loan Facility. ABL Facility The Company has a senior secured asset-based revolving line of credit (the ABL Facility) under a credit agreement (as amended, restated, supplemented or otherwise modified from time to time, the ABL Credit Agreement) with PNC Bank, National Association, as administrative agent and the lenders party thereto. As of June 30, 2023, the Company ha d no borrowings, $ 27.1 million in letters of credit outstanding, and could incur approximatel y $ 104.3 million of additional indebtedness under the ABL Facility, based on current qualified collateral. As of June 30, 2023, the interest rate on the ABL Facility wa s approximately 6.7 %. As of June 30, 2023, the Company was in compliance with all covenants contained in the ABL Credit Agreement. Equipment and Real Estate Term Loans As of June 30, 2023 , the Company had term loans collateralized by equipment in the aggregate amount of $ 285.0 million with 14 lenders (Equipment Term Loans). The Equipment Term Loans bear interest at rates ranging from 2.6 % to 7.4 %, require monthly payments of principal and interest and mature at various dates through July 2030. As of June 30, 2023, the weighted average interest rate was 5.2 % . As of June 30, 2023, the Company has a bank mortgage loan with a balance of $ 2.2 m illion incurred to finance the construction of certain facilities in Redmond, Oregon. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7 – INCOME TAXES The effective tax rates for the three months ended June 30, 2023 and 2022 were 40.0 % and 30.3 % , respectively. The effective tax rates for the six months ended June 30, 2023 and 2022 were 40.4 % and 26.6 % , respectively. The Company's effective tax rate differs from the federal statutory rate due to state and foreign income taxes, global intangible low-taxed income inclusion, and the impact of certain nondeductible expenses related to executive compensation and driver per diem as compared to forecasted full-year earnings. S tate tax rates vary among states and typically range from 1 % to 6 %, although some state rates are higher and a small number of states do not impose an inc ome tax. The effective tax rate for the three and six months ended June 30, 2023 differs from the effective tax rate for the same periods in 2022 primarily due to the current forecasted full-year earnings, in which the unfavorable permanent adjustments noted above generated a greater impact on the effective tax rate. There were no changes in uncertain tax positions during the three and six months ended June 30, 2023 . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES Letters of Credit The Company had outstanding letters of credit as of June 30, 2023 and December 31, 2022 totaling approximately $ 29.5 million and $ 24.9 million, respectively, including those disclosed in Note 6. These letters of credit are related to security provided for potential 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 for paying self-insurance and deductibles on such matters up to a certain threshold before the insurance is applied. |
REPORTABLE SEGMENTS
REPORTABLE SEGMENTS | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
REPORTABLE SEGMENTS | NOTE 9 – REPORTABLE SEGMENTS The Company evaluates the performance of the segments primarily based on their respective revenues and operating income. During the fourth quarter of 2022, the Company began reporting segment results to its chief operating decision maker with intersegment revenues and expenses eliminated at the applicable reportable segment level, as well as corporate costs allocated to its two reportable segments based upon respective reportable segment revenue. Previously, the Company had disclosed a corporate segment, which was not an operating segment and included acquisition transaction expenses, corporate salaries, interest expense and certain other corporate administrative expenses and intersegment eliminations. As a result of this change, the Company has restated its prior period segment results below to reflect these changes in its segment financial data. The Company’s operating segments, from time to time, provide transportation and related services for one another. Such services are generally billed at cost, and no profit is earned. Such intersegment revenues and expenses are eliminated in the Company’s reportable segment results. Intersegment transportation and related services revenues and expenses for the Flatbed Solutions segment totaled $ 1.1 million and $ 1.7 million for the three and six months ended June 30, 2023, respectively. Intersegment transportation and related services revenues and expenses for the Specialized Solutions segment totaled $ 1.4 million and $ 3.1 million for the three and six months ended June 30, 2023, respectively. Intersegment transportation and related services revenues and expenses for the Flatbed Solutions segment totaled $ 1.0 million and $ 1.8 million for the three and six months ended June 30, 2022, respectively. Intersegment transportation and related services revenues and expenses for the Specialized Solutions segment totaled $ 2.6 million and $ 4.5 million for the three and six months ended June 30, 2022, respectively. The following tables reflect certain financial data of the Company’s reportable segments for the three and six months ended June 30, 2023 and 2022 (in millions): Flatbed Specialized Consolidated Solutions Segment Solutions Segment Total Three Months Ended June 30, 2023 Total revenue $ 167.9 $ 239.4 $ 407.3 Company freight 47.0 123.9 170.9 Owner operator freight 74.7 38.1 112.8 Brokerage 22.6 40.6 63.2 Logistics 1.1 13.9 15.0 Fuel surcharge 22.5 22.9 45.4 Operating income 3.7 17.4 21.1 Depreciation 11.9 12.4 24.3 Amortization of intangible assets 0.6 1.0 1.6 Restructuring ( 0.3 ) ( 0.4 ) ( 0.7 ) Non-cash operating lease expense — — — Interest expense 5.6 7.5 13.1 Total property and equipment additions 24.8 38.4 63.2 Three Months Ended June 30, 2022 Total revenue $ 215.1 $ 266.2 $ 481.3 Company freight 42.7 125.1 167.8 Owner operator freight 89.7 48.2 137.9 Brokerage 47.6 44.3 91.9 Logistics 1.1 12.9 14.0 Fuel surcharge 34.0 35.7 69.7 Operating income 18.4 14.4 32.8 Depreciation 8.8 12.2 21.0 Amortization of intangible assets 0.8 0.9 1.7 Restructuring 0.1 0.5 0.6 Non-cash operating lease expense ( 0.1 ) — ( 0.1 ) Interest expense 3.2 4.3 7.5 Total property and equipment additions 23.1 27.3 50.4 Flatbed Specialized Consolidated Solutions Segment Solutions Segment Total Six Months Ended June 30, 2023 Total revenue $ 337.0 $ 470.1 $ 807.1 Company freight 91.9 239.3 331.2 Owner operator freight 148.6 76.4 225.0 Brokerage 46.0 77.8 123.8 Logistics 2.1 28.1 30.2 Fuel surcharge 48.4 48.5 96.9 Operating income 6.9 26.1 33.0 Depreciation 23.4 24.5 47.9 Amortization of intangible assets 1.2 1.9 3.1 Restructuring — 0.3 0.3 Non-cash operating lease expense ( 0.1 ) — ( 0.1 ) Interest expense 10.8 14.9 25.7 Total property and equipment additions 56.7 39.6 96.3 Six Months Ended June 30, 2022 Total revenue $ 409.5 $ 492.8 $ 902.3 Company freight 84.0 239.8 323.8 Owner operator freight 177.4 90.3 267.7 Brokerage 88.8 81.3 170.1 Logistics 2.1 23.3 25.4 Fuel surcharge 57.2 58.1 115.3 Operating income 27.8 23.2 51.0 Depreciation 17.1 23.8 40.9 Amortization of intangible assets 1.6 1.8 3.4 Restructuring 0.3 0.9 1.2 Non-cash operating lease expense ( 0.1 ) — ( 0.1 ) Interest expense 6.4 8.2 14.6 Total property and equipment additions 28.6 37.9 66.5 A measure of assets is not applicable, as segment assets are not regularly reviewed by the chief operating decision maker for evaluating performance or allocating resources. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 10 – EARNINGS PER SHARE Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of earnings per share pursuant to the two-class method. A portion of the Company’s outstanding non-vested RSUs are participating securities unless there is a net loss attributable to common stockholders. Accordingly, earnings per common share are computed using the two-class method. Basic earnings per common share is calculated by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the Company’s earnings. For the three and six months ended June 30, 2023 , shares of the Company’s 7.625 % Series A Convertible Cumulative Preferred Stock (Series A Preferred Stock), convertible into approximately 5.7 million shares of common stock, were not included in the computation of diluted earnings per share as their effects were anti-dilutive. In addition, for the three and six months ended June 30, 2023 , approximately 1.0 million shares of outstanding stock options were not included in the computation of diluted earnings per share as their exercise price was greater than the average market price of the common stock. Further, for the three and six months ended June 30, 2023 , approximately 0.5 million shares of common stock underlying outstanding liability-classified performance stock units (PSUs) (that can ultimately vest from 0 % to 200 %) and 0.7 million shares of common stock underlying outstanding PSUs (that can ultimately vest from 0 % to 100 %) that are considered contingently issuable were excluded from the computation of diluted earnings per share as the performance measure had not yet been achieved as of the end of the reporting period. For the three and six months ended June 30, 2022 , approximately 1.2 million shares of common stock issuable upon exercise of outstanding stock options were not included in the computation of diluted earnings per share as their exercise price was greater than the average market price of the common stock. In addition, for the three and six months ended June 30, 2022 , approximately 0.6 million shares of common stock underlying outstanding PSUs (that can ultimately vest from 0 % to 200 %) and 0.7 million shares of common stock underlying outstanding PSUs (that can ultimately vest from 0 % to 100 %) that are considered contingently issuable were excluded from the computation of diluted earnings per share as the performance measure had not yet been achieved as of the end of the reporting period. The following table sets forth the computation of basic and diluted earnings per share under the two-class method: Three Months Ended Six Months Ended June 30, June 30, (in millions, except per share data) 2023 2022 2023 2022 Numerator: Net income $ 5.7 $ 17.7 $ 6.2 $ 30.7 Less Series A Preferred Stock dividends ( 1.2 ) ( 1.2 ) ( 2.4 ) ( 2.5 ) Less Series B Preferred Stock dividends ( 1.3 ) — ( 2.8 ) — Net income attributable to common stockholders 3.2 16.5 1.0 28.2 Allocation of earnings to non-vested participating RSUs — ( 0.2 ) — ( 0.3 ) Numerator for basic EPS - income available to common stockholders - two class method $ 3.2 $ 16.3 $ 1.0 $ 27.9 Effect of dilutive securities: Add back Series A Preferred Stock dividends $ — $ 1.2 $ — $ 2.5 Add back allocation earnings to participating securities — 0.2 — 0.3 Reallocation of earnings to participating securities considering potentially dilutive securities — ( 0.2 ) — ( 0.3 ) Numerator for diluted EPS - income (loss) available to common stockholders - two class method $ 3.2 $ 17.5 $ 1.0 $ 30.4 Denominator: Denominator for basic EPS - weighted-average shares 45,521,935 63,470,040 45,333,840 63,182,277 Effect of dilutive securities: Non-participating outstanding share-based payment awards 1,992,163 2,432,826 2,283,972 2,484,663 Series A Preferred Stock — 5,652,173 — 5,652,173 Denominator for diluted EPS - weighted-average shares 47,514,098 71,555,039 47,617,812 71,319,113 Basic earnings per share $ 0.07 $ 0.26 $ 0.02 $ 0.44 Diluted earnings per share $ 0.07 $ 0.24 $ 0.02 $ 0.43 |
NATURE OF OPERATIONS AND SUMM_2
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations We are a premier North American tra nsportation solutions specialist dedicated to servicing challenging industrial end-markets through experienced people and a fleet of more than 4,800 tractors and 10,800 flatbed and specialized trailers. The Company delivers its diverse offering of solutions to thousands of customers acro ss the United States, Canada and Mexico. In addition to transporting freight with tractors and trailers, the Company also provides logistical planning and warehousing solutions to customers. The Company is subject to regulation by the Department of Transportation, the Department of Defense, the Department of Energy, and various state regulatory authorities in the United States. The Company is also subject to regulation by the Ministries of Transportation and Communications and various provincial regulatory authorities in Canada. |
Basis of Presentation | Basis of Presentation These interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (US GAAP) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ended December 31, 2023. The consolidated balance sheet as of December 31, 2022 has been derived from the audited consolidated financial statements at that date. For additional information, including the Company’s significant accounting policies, refer to the consolidated financial statements and related footnotes for the year ended December 31, 2022 as set forth in the Company’s Annual Report on Form 10-K, filed with the SEC on February 23, 2023. |
Common Stock Purchase Warrants | Common Stock Purchase Warrants Daseke’s common stock purchase warrants expired in accordance with their terms on February 27, 2022 and are no longer exercisable. During the first quarter of 2022, prior to their expiration, there were 1,635,296 warrants exercised for 817,648 shares of Daseke’s common stock in exchange for $ 9.4 million in proceeds to the Company. |
Series B Preferred Stock | Series B Preferred Stock In May 2023, Daseke redeemed all 20,000 shares of issued and outstanding Series B-1 perpetual preferred stock by paying $ 20.3 million in cash, which consisted of $ 20.0 million liquidation preference, plus $ 0.3 million in accrued and unpaid dividends. As of June 30, 2023 , as a result of such redemption, the Company has recorded an estimated $ 0.2 million excise tax liability for share repurchases, net of issuances. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (the FASB) issued Accounting Standard Update (ASU) No. 2016-13, Accounting for Credit Losses (Topic 326). ASU 2016-13 requires the use of an “expected loss” model on certain types of financial instruments. The ASU sets forth a “current expected credit loss” model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets, including trade receivables. In addition, in March 2022, the FASB issued ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures to improve the decision usefulness of information provided to investors concerning certain loan refinancings, restructurings and writeoffs. The Company adopted these ASUs as of January 1, 2023. The adoption did not have a material impact on the Company's consolidated financial statements. |
Lease Income | Lease Income The Company leases tractors and trailers to certain of its owner operators and accounts for these transactions as operating leases. These leases typically have terms of 30 to 72 months and are collateralized by a security interest in the related revenue equipment. The Company recognizes income for these leases as payments are received over the lease term, which are reported as a reduction of purchased freight on the consolidated statements of operations and comprehensive income. The Company's equipment leases may include options for the lessee to purchase the equipment at the end of the lease term or terminate the lease prior to the end of the lease term. When an asset reaches the end of its useful economic life, the Company disposes of the asset. Lease income from lease payments related to these operating leases for the three months ended June 30, 2023 and 2022 was $ 8.2 million and $ 8.1 million, respectively. Lease income from lease payments related to these operating leases for the six months ended June 30, 2023 and 2022 was $ 16.1 million and $ 15.7 million, respectively. |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of components of other current assets | The components of other current assets are as follows (in millions): June 30, December 31, 2023 2022 Income tax receivable $ 12.1 $ 13.8 Prepaid insurance 10.2 8.4 Prepaid licensing, permits and tolls 5.3 5.0 Parts supplies 4.3 4.2 Other prepaids 3.5 2.9 Prepaid software 1.2 1.3 Prepaid highway and fuel taxes 0.3 1.1 Prepaid taxes 1.3 1.2 Total $ 38.2 $ 37.9 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of components of property and equipment | The components of property and equipment are as follows (in millions): June 30, December 31, 2023 2022 Revenue equipment $ 666.5 $ 611.3 Revenue equipment leased and available for lease to owner operators 143.3 145.1 Buildings and improvements 62.9 62.4 Furniture and fixtures, office and computer equipment, vehicles and capitalized software development 47.8 40.7 Property and equipment, gross 920.5 859.5 Accumulated depreciation ( 388.1 ) ( 371.2 ) Property and equipment, net $ 532.4 $ 488.3 |
ACCRUED EXPENSES AND OTHER LI_2
ACCRUED EXPENSES AND OTHER LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Schedule of components of accrued expenses and other liabilities | The components of accrued expenses and other liabilities are as follows as of June 30, 2023 and December 31, 2022 (in millions): June 30, December 31, 2023 2022 Brokerage and escorts $ 14.5 $ 14.1 Unvouchered payables 11.5 9.4 Owner operator deposits 9.0 9.7 Other accrued expenses 9.9 5.6 Fuel and fuel taxes 4.7 2.7 Accrued property taxes and sales taxes payable 1.1 2.4 Interest 1.0 1.0 Share repurchase excise taxes 0.2 — $ 51.9 $ 44.9 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Long-Term Debt, Current and Noncurrent [Abstract] | |
Schedule of long term debt | Long-term debt consists of the following as of June 30, 2023 and December 31, 2022 (in millions): June 30, December 31, 2023 2022 Term Loan Facility $ 341.0 $ 393.0 ABL Facility — — Equipment and real estate term loans 287.2 249.1 Finance lease liabilities 24.4 25.0 Total debt and finance lease liabilities 652.6 667.1 Less current portion ( 90.3 ) ( 78.4 ) Less unamortized deferred financing fees ( 5.0 ) ( 6.4 ) Long-term debt and finance lease liabilities, less current portion and unamortized deferred financing fees $ 557.3 $ 582.3 |
REPORTABLE SEGMENTS (Tables)
REPORTABLE SEGMENTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of tabular disclosure of financial data of the Company's reportable segments | The following tables reflect certain financial data of the Company’s reportable segments for the three and six months ended June 30, 2023 and 2022 (in millions): Flatbed Specialized Consolidated Solutions Segment Solutions Segment Total Three Months Ended June 30, 2023 Total revenue $ 167.9 $ 239.4 $ 407.3 Company freight 47.0 123.9 170.9 Owner operator freight 74.7 38.1 112.8 Brokerage 22.6 40.6 63.2 Logistics 1.1 13.9 15.0 Fuel surcharge 22.5 22.9 45.4 Operating income 3.7 17.4 21.1 Depreciation 11.9 12.4 24.3 Amortization of intangible assets 0.6 1.0 1.6 Restructuring ( 0.3 ) ( 0.4 ) ( 0.7 ) Non-cash operating lease expense — — — Interest expense 5.6 7.5 13.1 Total property and equipment additions 24.8 38.4 63.2 Three Months Ended June 30, 2022 Total revenue $ 215.1 $ 266.2 $ 481.3 Company freight 42.7 125.1 167.8 Owner operator freight 89.7 48.2 137.9 Brokerage 47.6 44.3 91.9 Logistics 1.1 12.9 14.0 Fuel surcharge 34.0 35.7 69.7 Operating income 18.4 14.4 32.8 Depreciation 8.8 12.2 21.0 Amortization of intangible assets 0.8 0.9 1.7 Restructuring 0.1 0.5 0.6 Non-cash operating lease expense ( 0.1 ) — ( 0.1 ) Interest expense 3.2 4.3 7.5 Total property and equipment additions 23.1 27.3 50.4 Flatbed Specialized Consolidated Solutions Segment Solutions Segment Total Six Months Ended June 30, 2023 Total revenue $ 337.0 $ 470.1 $ 807.1 Company freight 91.9 239.3 331.2 Owner operator freight 148.6 76.4 225.0 Brokerage 46.0 77.8 123.8 Logistics 2.1 28.1 30.2 Fuel surcharge 48.4 48.5 96.9 Operating income 6.9 26.1 33.0 Depreciation 23.4 24.5 47.9 Amortization of intangible assets 1.2 1.9 3.1 Restructuring — 0.3 0.3 Non-cash operating lease expense ( 0.1 ) — ( 0.1 ) Interest expense 10.8 14.9 25.7 Total property and equipment additions 56.7 39.6 96.3 Six Months Ended June 30, 2022 Total revenue $ 409.5 $ 492.8 $ 902.3 Company freight 84.0 239.8 323.8 Owner operator freight 177.4 90.3 267.7 Brokerage 88.8 81.3 170.1 Logistics 2.1 23.3 25.4 Fuel surcharge 57.2 58.1 115.3 Operating income 27.8 23.2 51.0 Depreciation 17.1 23.8 40.9 Amortization of intangible assets 1.6 1.8 3.4 Restructuring 0.3 0.9 1.2 Non-cash operating lease expense ( 0.1 ) — ( 0.1 ) Interest expense 6.4 8.2 14.6 Total property and equipment additions 28.6 37.9 66.5 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Summary to reconcile basic weighted average common stock outstanding to diluted weighted average common stock outstanding | The following table sets forth the computation of basic and diluted earnings per share under the two-class method: Three Months Ended Six Months Ended June 30, June 30, (in millions, except per share data) 2023 2022 2023 2022 Numerator: Net income $ 5.7 $ 17.7 $ 6.2 $ 30.7 Less Series A Preferred Stock dividends ( 1.2 ) ( 1.2 ) ( 2.4 ) ( 2.5 ) Less Series B Preferred Stock dividends ( 1.3 ) — ( 2.8 ) — Net income attributable to common stockholders 3.2 16.5 1.0 28.2 Allocation of earnings to non-vested participating RSUs — ( 0.2 ) — ( 0.3 ) Numerator for basic EPS - income available to common stockholders - two class method $ 3.2 $ 16.3 $ 1.0 $ 27.9 Effect of dilutive securities: Add back Series A Preferred Stock dividends $ — $ 1.2 $ — $ 2.5 Add back allocation earnings to participating securities — 0.2 — 0.3 Reallocation of earnings to participating securities considering potentially dilutive securities — ( 0.2 ) — ( 0.3 ) Numerator for diluted EPS - income (loss) available to common stockholders - two class method $ 3.2 $ 17.5 $ 1.0 $ 30.4 Denominator: Denominator for basic EPS - weighted-average shares 45,521,935 63,470,040 45,333,840 63,182,277 Effect of dilutive securities: Non-participating outstanding share-based payment awards 1,992,163 2,432,826 2,283,972 2,484,663 Series A Preferred Stock — 5,652,173 — 5,652,173 Denominator for diluted EPS - weighted-average shares 47,514,098 71,555,039 47,617,812 71,319,113 Basic earnings per share $ 0.07 $ 0.26 $ 0.02 $ 0.44 Diluted earnings per share $ 0.07 $ 0.24 $ 0.02 $ 0.43 |
NATURE OF OPERATIONS AND SUMM_3
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Nature of Operations (Details) | Jun. 30, 2023 Tractor Trailer |
Flatbed and specialized trailers | Trailer | 10,800 |
Minimum | |
Fleet of tractors | Tractor | 4,800 |
NATURE OF OPERATIONS AND SUMM_4
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Common Stock Purchase Warrants (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022 USD ($) shares | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of common stock purchase warrants exercised | 1,635,296 |
Number of Shares of Company's Common Stock | 817,648 |
Proceeds from company's common stock | $ | $ 9.4 |
NATURE OF OPERATIONS AND SUMM_5
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Series B Preferred Stock (Details) - USD ($) $ in Millions | 1 Months Ended | |
May 31, 2023 | Jun. 30, 2023 | |
Excise tax liabilty | $ 0.2 | |
Series B perpetual preferred stock | ||
Shares redeemed | 20,000 | |
Cash | $ 20.3 | |
Initial liquidation preference | 20 | |
Accrued and unpaid dividends | $ 0.3 |
NATURE OF OPERATIONS AND SUMM_6
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Lease Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Lease income | $ 8.2 | $ 8.1 | $ 16.1 | $ 15.7 |
OTHER CURRENT ASSETS (Details)
OTHER CURRENT ASSETS (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Income tax receivable | $ 12.1 | $ 13.8 |
Prepared insurance | 10.2 | 8.4 |
Prepaid licensing, permits and tolls | 5.3 | 5 |
Parts supplies | 4.3 | 4.2 |
Other prepaids | 3.5 | 2.9 |
Prepaid software | 1.2 | 1.3 |
Prepaid highway and fuel taxes | 0.3 | 1.1 |
Prepaid taxes | 1.3 | 1.2 |
Total | $ 38.2 | $ 37.9 |
INTEGRATION AND RESTRUCTURING (
INTEGRATION AND RESTRUCTURING (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Asset impairment charges | ||||
Restructuring charges | $ (0.7) | $ 0.6 | $ 0.3 | $ 1.2 |
Acquisition-related transaction expenses | 0.8 | 1.9 | 1.2 | 3.3 |
Professional Fees | ||||
Asset impairment charges | ||||
Restructuring charges | 1 | |||
Phase First And Second | ||||
Asset impairment charges | ||||
Restructuring charges | 2.7 | |||
Plan And Project Pivot | ||||
Asset impairment charges | ||||
Restructuring charges | 0.7 | 0.3 | ||
Acquisition-related transaction expenses | 0.7 | 0.7 | ||
Specialized Solutions Segment | ||||
Asset impairment charges | ||||
Impairment charge | 7.8 | |||
Restructuring charges | 0.4 | 0.3 | ||
Flatbed Solutions segment | ||||
Asset impairment charges | ||||
Restructuring charges | 0.3 | $ 0 | ||
Trade Names [Member] | Specialized Solutions Segment | ||||
Asset impairment charges | ||||
Impairment charge | $ 1.9 | |||
Trade Names [Member] | Flatbed Solutions segment | ||||
Asset impairment charges | ||||
Impairment charge | $ 1.5 | |||
Customer Relationships [Member] | Specialized Solutions Segment | ||||
Asset impairment charges | ||||
Impairment charge | 0.2 | |||
Goodwill [Member] | Specialized Solutions Segment | ||||
Asset impairment charges | ||||
Impairment charge | $ 5.7 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 920.5 | $ 859.5 |
Accumulated depreciation | (388.1) | (371.2) |
Property and equipment, Net | 532.4 | 488.3 |
Revenue equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 666.5 | 611.3 |
Revenue equipment leased and available for lease to owner-operators | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 143.3 | 145.1 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 62.9 | 62.4 |
Furniture and fixtures office and computer equipment vehicles and capitalized software development | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 47.8 | $ 40.7 |
PROPERTY AND EQUIPMENT - Additi
PROPERTY AND EQUIPMENT - Additional Information - (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 24.3 | $ 21 | $ 47.9 | $ 40.9 |
ACCRUED EXPENSES AND OTHER LI_3
ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Brokerage and escorts | $ 14.5 | $ 14.1 |
Unvouchered payables | 11.5 | 9.4 |
Owner operator deposits | 9 | 9.7 |
Other accrued expenses | 9.9 | 5.6 |
Fuel and fuel taxes | 4.7 | 2.7 |
Accrued property taxes and sales taxes payable | 1.1 | 2.4 |
Interest | 1 | 1 |
Share repurchase excise taxes | 0.2 | 0 |
Total | $ 51.9 | $ 44.9 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Senior Debt | ||
Long-Term Debt, Gross | $ 652.6 | $ 667.1 |
Less current portion | (90.3) | (78.4) |
Long-term debt and finance lease liabilities, less current portion and unamortized deferred financing fees | 557.3 | 582.3 |
Term loan facility | ||
Senior Debt | ||
Long-Term Debt, Gross | 341 | 393 |
ABL Facility | ||
Senior Debt | ||
Long-Term Debt, Gross | 0 | 0 |
Senior Debt | ||
Senior Debt | ||
Less current portion | (90.3) | (78.4) |
Less unamortized deferred financing costs | (5) | (6.4) |
Equipment and real estate term loans | ||
Senior Debt | ||
Long-Term Debt, Gross | 287.2 | 249.1 |
Finance leases | ||
Senior Debt | ||
Long-Term Debt, Gross | $ 24.4 | $ 25 |
LONG-TERM DEBT - Term Loan and
LONG-TERM DEBT - Term Loan and ABL Facility (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
LONG-TERM DEBT | |||
Cash and cash equivalents | $ 93.7 | $ 153.4 | |
Outstanding letters of credit | 29.5 | $ 24.9 | |
Term loan facility | |||
LONG-TERM DEBT | |||
Cash prepayment | 50 | ||
Write-off of deferred financing fees | $ 0.7 | ||
Term loan facility | Senior Debt | |||
LONG-TERM DEBT | |||
Weighted average interest rate on term loan | 9.27% | 8.39% | |
Outstanding Balance | $ 341 | ||
Loans scheduled maturity date | Mar. 09, 2028 | ||
ABL Member | PNC Bank National Association | |||
LONG-TERM DEBT | |||
Outstanding letters of credit | 0 | ||
Availability at closing | $ 104.3 | ||
Weighted average interest rate | 6.70% | ||
ABL Member | Letter of credit | PNC Bank National Association | |||
LONG-TERM DEBT | |||
Outstanding letters of credit | $ 27.1 |
LONG-TERM DEBT - Equipment and
LONG-TERM DEBT - Equipment and Real Estate Loans (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 USD ($) Lender | Dec. 31, 2022 USD ($) | |
LONG-TERM DEBT | ||
Loan balance | $ 652.6 | $ 667.1 |
Equipment and real estate term loans | ||
LONG-TERM DEBT | ||
Equipment with collateralizes term loans | $ 285 | |
Weighted average interest rate on term loan | 5.20% | |
Loan balance | $ 287.2 | $ 249.1 |
Number of lenders | Lender | 14 | |
Equipment and real estate term loans | Minimum | ||
LONG-TERM DEBT | ||
Interest rate (as a percent) | 2.60% | |
Equipment and real estate term loans | Maximum | ||
LONG-TERM DEBT | ||
Interest rate (as a percent) | 7.40% | |
Bank mortgage loan | ||
LONG-TERM DEBT | ||
Loan balance | $ 2.2 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Effective tax rate | 40% | 30.30% | 40.40% | 26.60% |
Uncertain tax positions | $ 0 | $ 0 | ||
Minimum | ||||
State tax rates | 1% | |||
Maximum | ||||
State tax rates | 6% |
STOCK-BASED COMPENSATION - Aggr
STOCK-BASED COMPENSATION - Aggregate (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Performance Stock Units | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Granted (in units) | 0.6 | 0.7 | 0.7 | |
Liability-classified | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Granted (in units) | 0.5 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Outstanding letters of credit | $ 29.5 | $ 24.9 |
REPORTABLE SEGMENTS (Details)
REPORTABLE SEGMENTS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenue | $ 407.3 | $ 481.3 | $ 807.1 | $ 902.3 |
Operating income (loss) | 21.1 | 32.8 | 33 | 51 |
Depreciation | 24.3 | 21 | 47.9 | 40.9 |
Amortization of intangible assets | 1.6 | 1.7 | 3.1 | 3.4 |
Restructuring | (0.7) | 0.6 | 0.3 | 1.2 |
Non-cash operating lease expense | 0 | (0.1) | (0.1) | (0.1) |
Interest expense | 13.1 | 7.5 | 25.7 | 14.6 |
Total property and equipment additions | 63.2 | 50.4 | 96.3 | 66.5 |
Company freight | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenue | 170.9 | 167.8 | 331.2 | 323.8 |
Owner operator freight | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenue | 112.8 | 137.9 | 225 | 267.7 |
Brokerage | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenue | 63.2 | 91.9 | 123.8 | 170.1 |
Logistics | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenue | 15 | 14 | 30.2 | 25.4 |
Fuel surcharge | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenue | 45.4 | 69.7 | 96.9 | 115.3 |
Flatbed Solutions segment | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Intersegment revenues and expenses | 1.1 | 1 | 1.7 | 1.8 |
Restructuring | 0.3 | 0 | ||
Flatbed Solutions segment | Consolidated | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenue | 167.9 | 215.1 | 337 | 409.5 |
Operating income (loss) | 3.7 | 18.4 | 6.9 | 27.8 |
Depreciation | 11.9 | 8.8 | 23.4 | 17.1 |
Amortization of intangible assets | 0.6 | 0.8 | 1.2 | 1.6 |
Restructuring | (0.3) | 0.1 | 0 | 0.3 |
Non-cash operating lease expense | 0 | (0.1) | (0.1) | |
Interest expense | 5.6 | 3.2 | 10.8 | 6.4 |
Total property and equipment additions | 24.8 | 23.1 | 56.7 | 28.6 |
Flatbed Solutions segment | Consolidated | Company freight | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenue | 47 | 42.7 | 91.9 | 84 |
Flatbed Solutions segment | Consolidated | Owner operator freight | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenue | 74.7 | 89.7 | 148.6 | 177.4 |
Flatbed Solutions segment | Consolidated | Brokerage | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenue | 22.6 | 47.6 | 46 | 88.8 |
Flatbed Solutions segment | Consolidated | Logistics | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenue | 1.1 | 1.1 | 2.1 | 2.1 |
Flatbed Solutions segment | Consolidated | Fuel surcharge | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenue | 22.5 | 34 | 48.4 | 57.2 |
Specialized | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Intersegment revenues and expenses | 1.4 | 2.6 | 3.1 | 4.5 |
Restructuring | 0.4 | 0.3 | ||
Specialized | Consolidated | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenue | 239.4 | 266.2 | 470.1 | 492.8 |
Operating income (loss) | 17.4 | 14.4 | 26.1 | 23.2 |
Depreciation | 12.4 | 12.2 | 24.5 | 23.8 |
Amortization of intangible assets | 1 | 0.9 | 1.9 | 1.8 |
Restructuring | (0.4) | 0.5 | 0.3 | 0.9 |
Non-cash operating lease expense | 0 | 0 | 0 | 0 |
Interest expense | 7.5 | 4.3 | 14.9 | 8.2 |
Total property and equipment additions | 38.4 | 27.3 | 39.6 | 37.9 |
Specialized | Consolidated | Company freight | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenue | 123.9 | 125.1 | 239.3 | 239.8 |
Specialized | Consolidated | Owner operator freight | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenue | 38.1 | 48.2 | 76.4 | 90.3 |
Specialized | Consolidated | Brokerage | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenue | 40.6 | 44.3 | 77.8 | 81.3 |
Specialized | Consolidated | Logistics | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenue | 13.9 | 12.9 | 28.1 | 23.3 |
Specialized | Consolidated | Fuel surcharge | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Total revenue | $ 22.9 | $ 35.7 | $ 48.5 | $ 58.1 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||||
Net Income (Loss) | $ 5.7 | $ 0.5 | $ 17.7 | $ 13 | $ 6.2 | $ 30.7 |
Net income attributable to common stockholders | 3.2 | 16.5 | 1 | 28.2 | ||
Allocation of earnings to non-vested participating RSUs | 0 | (0.2) | 0 | (0.3) | ||
Numerator for basic EPS - income available to common stockholders - two class method | 3.2 | 16.3 | 1 | 27.9 | ||
Add back allocation earnings to participating securities | 0 | 0.2 | 0 | 0.3 | ||
Reallocation of earnings to participating securities considering potentially dilutive securities | 0 | (0.2) | 0 | (0.3) | ||
Numerator for diluted EPS - income (loss) available to common stockholders - two class method | $ 3.2 | $ 17.5 | $ 1 | $ 30.4 | ||
Denominator: | ||||||
Denominator for basic EPS - weighted-average shares | 45,521,935 | 63,470,040 | 45,333,840 | 63,182,277 | ||
Denominator for diluted EPS - weighted-average shares | 47,514,098 | 71,555,039 | 47,617,812 | 71,319,113 | ||
Basic earnings per share | $ 0.07 | $ 0.26 | $ 0.02 | $ 0.44 | ||
Diluted earnings per share | $ 0.07 | $ 0.24 | $ 0.02 | $ 0.43 | ||
Stock option | ||||||
Denominator: | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,000,000 | 1,000,000 | ||||
Common Stock | ||||||
Denominator: | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,700,000 | 1,200,000 | 5,700,000 | 1,200,000 | ||
Liability-classified | ||||||
Denominator: | ||||||
Granted (in units) | 500,000 | |||||
Liability-classified | Maximum | ||||||
Denominator: | ||||||
Share-Based Payment Award, Award Vesting Rights, Percentage | 200% | |||||
Liability-classified | Minimum | ||||||
Denominator: | ||||||
Share-Based Payment Award, Award Vesting Rights, Percentage | 0% | |||||
Performance Stock Units | ||||||
Denominator: | ||||||
Granted (in units) | 600,000 | 700,000 | 700,000 | |||
Performance Stock Units | Maximum | ||||||
Denominator: | ||||||
Share-Based Payment Award, Award Vesting Rights, Percentage | 200% | 100% | 100% | |||
Performance Stock Units | Minimum | ||||||
Denominator: | ||||||
Share-Based Payment Award, Award Vesting Rights, Percentage | 0% | 0% | 0% | |||
Non-Participating Outstanding Share-Based Payment Awards | ||||||
Denominator: | ||||||
Weighted-average shares outstanding - Equivalent | 1,992,163 | 2,432,826 | 2,283,972 | 2,484,663 | ||
Series A | ||||||
Numerator: | ||||||
Less Preferred Stock dividends | $ (1.2) | $ (1.2) | $ (2.4) | $ (2.5) | ||
Add back series A Preferred Stock dividends | $ 0 | $ 1.2 | $ 0 | $ 2.5 | ||
Denominator: | ||||||
Weighted-average shares outstanding - Equivalent | 0 | 5,652,173 | 0 | 5,652,173 | ||
Preferred stock dividend rate (as a percent) | 7.625% | 7.625% | ||||
Series B | ||||||
Numerator: | ||||||
Less Preferred Stock dividends | $ (1.3) | $ 0 | $ (2.8) | $ 0 |