10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

DASEKE, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization) 001-37509
(Commission
File Number) 47-3913221
(IRS Employer
Identification No.)

15455 Dallas Parkway, Suite 550 Addison, Texas	75001
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (972) 248-0412

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	DSKE	The NASDAQ Stock Market LLC
Warrants, each exercisable for one half of a share of Common Stock at an exercise price of $5.75 per half share	DSKEW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer	 Accelerated filer
☐ Non-accelerated filer	 Smaller reporting company
	☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No 

Common shares of the registrant outstanding at July 30, 2021 were 62,323,709.

DASEKE, INC.

FORM 10-Q

For the Quarterly Period Ended June 30, 2021

INDEX

	Page No.
Part I. Financial Information	1
Item 1. Financial Statements (Unaudited)	1
Consolidated Balance Sheets	1
Consolidated Statements of Operations and Comprehensive Income (Loss)	2
Consolidated Statements of Changes in Stockholders' Equity	3
Consolidated Statements of Cash Flows	5
Notes to Consolidated Financial Statements	7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk	34
Item 4. Controls and Procedures	35
Part II. Other Information	35
Item 1. Legal Proceedings	35
Item 1A. Risk Factors	35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 6. Exhibits Index	36
Signatures	37

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (this Report) of Daseke, Inc. (Daseke or the Company) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Except as otherwise indicated by the context, references in this Report to “we,” “us” and “our” are to the consolidated business of the Company. All statements in this Report, including those made by the management of the Company, other than statements of historical fact, are forward-looking statements. These forward-looking statements are based on management’s estimates, projections and assumptions as of the date hereof. Forward-looking statements may contain words such as “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “believe,” “plan,” “should,” “could,” “would,” “forecast,” “seek,” “target,” “predict,” and “potential,” the negative of these terms, or other comparable terminology. Forward-looking statements may include statements about the Company’s goals; the Company’s financial strategy, liquidity and capital required for its business strategy and plans; the Company’s competition and government regulations; general economic conditions; and the Company’s future operating results.

These forward-looking statements are based on information available as of the date of this Report (or, in the case of forward-looking statements incorporated herein by reference, as of the date of the applicable filed document), and current expectations, forecasts and assumptions. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that the Company anticipates. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Accordingly, readers are cautioned not to place undue reliance on the forward-looking statements.

Forward-looking statements are subject to risks and uncertainties (many of which are beyond the Company’s control) that could cause actual results to differ materially from the Company’s historical experience and our present expectations or projections. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, general economic and business risks, such as downturns in customers’ business cycles and disruptions in capital and credit markets; impact to the Company’s business and operations resulting from the COVID-19 pandemic; the Company’s ability to adequately address downward pricing and other competitive pressures; driver shortages and increases in driver compensation or owner-operator contracted rates; the Company’s ability to execute and realize all of the expected benefits of its integration, business improvement and comprehensive restructuring plans; loss of key personnel; the Company’s ability to realize all of the intended benefits from recent or future acquisitions; the Company’s ability to complete recent or future divestitures successfully; seasonality and the impact of weather and other catastrophic events; fluctuations in the price or availability of diesel fuel; increased prices for, or decreases in the availability of, new revenue equipment and decreases in the value of used revenue equipment; the Company’s ability to generate sufficient cash to service all of the Company’s indebtedness and the Company’s ability to finance its capital requirements; restrictions in its existing and future debt agreements; increases in interest rates; changes in existing laws or regulations, including environmental and worker health safety laws and regulations and those relating to tax rates or taxes in general; the impact of governmental regulations and other governmental actions related to the Company and its operations; insurance and claims expenses; and litigation and governmental proceedings. For additional information regarding known material factors that could cause the Company’s actual results to differ from its projected results, please see the Company’s filings with the Securities and Exchange Commission (the SEC), particularly the section titled “Part I. Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K/A, filed with the SEC on May 6, 2021.

All forward-looking statements, expressed or implied, attributed to the Company or persons acting on its behalf are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that the Company or persons acting on its behalf may issue.

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

DASEKE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in millions, except per share data)

	June 30,			December 31,
	2021			2020
ASSETS
Current assets:
Cash and cash equivalents	$	111.7		$	176.2
Accounts receivable, net of allowance of $2.0 at June 30, 2021 and $3.0 at December 31, 2020		189.8			154.4
Drivers’ advances and other receivables		8.0			8.0
Other current assets		25.1			26.5
Total current assets		334.6			365.1
Property and equipment, net		393.8			402.7
Intangible assets, net		90.4			93.8
Goodwill		140.4			140.1
Right-of-use assets		124.5			121.1
Other non-current assets		4.4			4.1
Total assets	$	1,088.1		$	1,126.9
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	16.2		$	16.5
Accrued expenses and other liabilities		53.8			35.7
Accrued payroll, benefits and related taxes		35.2			29.9
Accrued insurance and claims		19.6			23.7
Current portion of long-term debt		55.4			54.0
Warrant liability		4.1			—
Operating lease liabilities		34.0			30.9
Total current liabilities		218.3			190.7
Long-term debt, net of current portion		530.8			618.6
Deferred tax liabilities		80.2			70.0
Non-current operating lease liabilities		95.4			96.0
Warrant liability		—			6.3
Other non-current liabilities		5.4			6.5
Total liabilities		930.1			988.1
Commitments and contingencies (Note 9)
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 June 30, 2021 and December 31, 2020		65.0			65.0
Common stock, par value $0.0001 per share; 248,482,377 shares authorized, 63,804,434 and 65,023,174 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		—			—
Additional paid-in-capital		394.9			401.6
Accumulated deficit		(302.3	)		(327.8	)
Accumulated other comprehensive income		0.4			—
Total stockholders’ equity		158.0			138.8
Total liabilities and stockholders’ equity	$	1,088.1		$	1,126.9

The accompanying notes are an integral part of the consolidated financial statements.

1

DASEKE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(Dollars in millions, except per share data)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020
Revenues:
Company freight	$	163.6		$	167.0		$	308.7		$	347.9
Owner operator freight		129.1			96.0			234.2			203.8
Brokerage		66.7			57.9			115.2			119.6
Logistics		10.7			8.8			19.2			18.9
Fuel surcharge		33.9			22.0			60.6			52.5
Total revenue		404.0			351.7			737.9			742.7
Operating expenses:
Salaries, wages and employee benefits		93.4			99.4			184.1			209.8
Fuel		27.0			18.2			52.4			46.9
Operations and maintenance		37.3			45.3			67.6			90.9
Communications		1.1			0.9			2.2			1.9
Purchased freight		155.3			112.2			276.7			246.4
Administrative expenses		12.7			17.2			29.2			37.4
Sales and marketing		0.5			0.3			1.1			1.0
Taxes and licenses		3.8			4.0			7.7			8.5
Insurance and claims		9.9			15.6			26.7			30.6
Depreciation and amortization		22.2			22.8			44.4			49.1
(Gain) loss on disposition of property and equipment		(4.6	)		0.4			(7.7	)		(0.8	)
Impairment		—			—			—			13.4
Restructuring charges		0.1			3.0			0.1			3.5
Total operating expenses		358.7			339.3			684.5			738.6
Income from operations		45.3			12.4			53.4			4.1
Other expense (income):
Interest income		(0.1	)		(0.1	)		(0.2	)		(0.4	)
Interest expense		7.6			11.0			18.7			23.0
Change in fair value of warrant liability		(7.8	)		(1.1	)		(2.2	)		(2.1	)
Other		(0.4	)		(1.1	)		(0.8	)		0.1
Total other expense (income)		(0.7	)		8.7			15.5			20.6
Income (loss) before income taxes		46.0			3.7			37.9			(16.5	)
Income tax expense (benefit)		10.7			2.1			9.9			(1.8	)
Net income (loss)		35.3			1.6			28.0			(14.7	)
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax of $0.0, $0.1, $0.0 and $(0.1), respectively		0.2			0.2			0.4			(0.3	)
Comprehensive income (loss)	$	35.5		$	1.8		$	28.4		$	(15.0	)
Net income (loss)	$	35.3		$	1.6		$	28.0		$	(14.7	)
Less dividends to Series A convertible preferred stockholders		(1.3	)		(1.3	)		(2.5	)		(2.5	)
Net income (loss) attributable to common stockholders	$	34.0		$	0.3		$	25.5		$	(17.2	)
Income (loss) per common share:
Basic	$	0.52		$	0.00		$	0.39		$	(0.27	)
Diluted	$	0.49		$	0.00		$	0.38		$	(0.27	)
Weighted-average common shares outstanding:
Basic		64,842,620			64,173,164			64,960,833			64,625,347
Diluted		71,866,303			64,711,210			66,154,571			64,625,347
Dividends declared per Series A convertible preferred share	$	1.91		$	1.91		$	3.81		$	3.81

The accompanying notes are an integral part of the consolidated financial statements.

2

DASEKE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

Six Months Ended June 30, 2021

(Unaudited)

(Dollars in millions)

	Series A Convertible															Accumulated
	Preferred Stock				Common Stock											Other
								Par		Additional			Accumulated			Comprehensive
	Shares		Amount		Shares			Value		Paid-In Capital			Deficit			Income (Loss)		Total
Balance at January 1, 2021		650,000	$	65.0		65,023,174		$	—	$	401.6		$	(327.8	)	$	—	$	138.8
Exercise of options		—		—		149,545			—		0.6			—			—		0.6
Vesting of restricted stock units		—		—		5,737			—		(0.8	)		—			—		(0.8	)
Series A convertible preferred stock dividend		—		—		—			—		—			(1.2	)		—		(1.2	)
Stock-based compensation expense		—		—		—			—		1.4			—			—		1.4
Foreign currency translation adjustments		—		—		—			—		—			—			0.2		0.2
Net loss		—		—		—			—		—			(7.3	)		—		(7.3	)
Balance at March 31, 2021		650,000	$	65.0		65,178,456		$	—	$	402.8		$	(336.3	)	$	0.2	$	131.7
Exercise of options		—		—		—			—		—			—			—		—
Vesting of restricted stock units		—		—		143,601			—		(0.3	)		—			—		(0.3	)
Series A convertible preferred stock dividend		—		—		—			—		—			(1.3	)		—		(1.3	)
Common stock repurchased and retired		—		—		(1,517,623	)		—		(10.5	)		—			—		(10.5	)
Stock-based compensation expense		—		—		—			—		2.9			—			—		2.9
Foreign currency translation adjustments		—		—		—			—		—			—			0.2		0.2
Net income		—		—		—			—		—			35.3			—		35.3
Balance at June 30, 2021		650,000	$	65.0		63,804,434		$	—	$	394.9		$	(302.3	)	$	0.4	$	158.0

The accompanying notes are an integral part of the consolidated financial statements.

3

DASEKE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

Six Months Ended June 30, 2020

(Unaudited)

(Dollars in millions)

	Series A Convertible														Accumulated
	Preferred Stock				Common Stock										Other
							Par		Additional			Accumulated			Comprehensive
	Shares		Amount		Shares		Value		Paid-In Capital			Deficit			Income (Loss)			Total
Balance at January 1, 2020		650,000	$	65.0		64,589,075	$	—	$	396.9		$	(327.0	)	$	(0.4	)	$	134.5
Vesting of restricted stock units		—		—		8,950		—		—			—			—			—
Series A convertible preferred stock dividend		—		—		—		—		—			(1.2	)		—			(1.2	)
Stock-based compensation expense		—		—		—		—		0.9			—			—			0.9
Foreign currency translation adjustments		—		—		—		—		—			—			(0.5	)		(0.5	)
Net loss		—		—		—		—		—			(16.3	)		—			(16.3	)
Balance at March 31, 2020		650,000	$	65.0		64,598,025	$	—	$	397.8		$	(344.5	)	$	(0.9	)	$	117.4
Vesting of restricted stock units		—		—		129,400		—		(0.1	)		—			—			(0.1	)
Series A convertible preferred stock dividend		—		—		—		—		—			(1.3	)		—			(1.3	)
Stock-based compensation expense		—		—		—		—		1.1			—			—			1.1
Foreign currency translation adjustments		—		—		—		—		—			—			0.2			0.2
Net income		—		—		—		—		—			1.6			—			1.6
Balance at June 30, 2020		650,000	$	65.0		64,727,425	$	—	$	398.8		$	(344.2	)	$	(0.7	)	$	118.9

The accompanying notes are an integral part of the consolidated financial statements.

4

DASEKE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in millions)

	Six Months Ended
	June 30,
	2021			2020
Cash flows from operating activities
Net income (loss)	$	28.0		$	(14.7	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation		40.9			45.5
Amortization of intangible assets		3.5			3.6
Amortization of deferred financing fees		1.1			2.1
Non-cash operating lease expense		(0.8	)		2.7
Change in fair value of warrant liability		(2.2	)		(2.1	)
Write-off of deferred financing fees		1.1			—
Stock-based compensation expense		3.2			2.6
Deferred taxes		9.8			(1.8	)
Bad debt (recovery) expense		(0.3	)		1.3
Gain on disposition of property and equipment		(7.7	)		(0.8	)
Impairment		—			13.4
Changes in operating assets and liabilities
Accounts receivable		(34.8	)		34.0
Drivers’ advances and other receivables		0.6			(1.2	)
Other current assets		1.1			(4.6	)
Accounts payable		(0.3	)		(2.3	)
Accrued expenses and other liabilities		14.9			5.2
Net cash provided by operating activities		58.1			82.9
Cash flows from investing activities
Purchases of property and equipment		(18.0	)		(14.9	)
Proceeds from sale of property and equipment		26.6			36.4
Net cash provided by investing activities		8.6			21.5
Cash flows from financing activities:
Advances on line of credit		747.2			736.4
Repayments on line of credit		(747.2	)		(738.1	)
Principal payments on long-term debt		(212.4	)		(39.1	)
Proceeds from long-term debt		97.5			—
Payments of deferred financing fees		(3.4	)		—
Repurchases of common stock		(10.5	)		—
Exercise of options, net		0.4			—
Series A convertible preferred stock dividends		(2.5	)		(2.5	)
Net cash used in financing activities		(130.9	)		(43.3	)
Effect of exchange rates on cash and cash equivalents		(0.3	)		0.5
Net increase (decrease) in cash and cash equivalents		(64.5	)		61.6
Cash and cash equivalents – beginning of period		176.2			95.7
Cash and cash equivalents – end of period	$	111.7		$	157.3

The accompanying notes are an integral part of the consolidated financial statements.

5

DASEKE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)

(Unaudited)

(Dollars in millions)

	Six Months Ended
	June 30,
	2021		2020
Supplemental disclosure of cash flow information
Cash paid for interest	$	15.1	$	20.8
Cash paid for income taxes	$	3.4	$	1.3
Noncash investing and financing activities
Property and equipment acquired with debt or finance lease obligations	$	29.2	$	30.0
Property and equipment sold for notes receivable	$	—	$	0.1
Right-of-use assets acquired	$	16.5	$	26.8

The accompanying notes are an integral part of the consolidated financial statements.

6

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Daseke, Inc.’s (the Company or Daseke) wholly-owned subsidiary Daseke Companies, Inc., was incorporated in December 2008 and began operations on January 1, 2009. Daseke is engaged in full service open-deck trucking that focuses primarily in flatbed truckload and heavy haul transportation of specialized items throughout the United States, Canada and Mexico. The Company also provides logistical planning and warehousing services to customers. The Company is subject to regulation by the Department of Transportation, the Department of Defense, the Department of Energy, and various state regulatory authorities in the United States. The Company is also subject to regulation by the Ministries of Transportation and Communications and various provincial regulatory authorities in Canada.

Basis of Presentation

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, 2021 are not necessarily indicative of the results that may be expected for the year ended December 31, 2021.

The consolidated balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at that date. On May 6, 2021, the Company filed an Amended Annual Report on Form 10-K/A (Amended 10-K) in order to restate the financial statements to reflect warrants as a liability and changes in fair value recorded as non-cash income or expense.  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, 2020 as set forth in the Company’s Amended 10-K.

Fair Value Measurements

The Company follows the accounting guidance for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a framework for measuring fair value and expands disclosures about fair value measurements. The three levels of the fair value framework are as follows:

Level 1 – Quoted market prices in active markets for identical assets or liabilities.

Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3 – Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.

A financial asset or liability’s classification within the framework is determined based on the lowest level of input that is significant to the fair value measurement.

The Company may be required, on a non-recurring basis, to adjust the carrying value of the Company’s property and equipment, intangible assets, goodwill and contingent consideration. When necessary, these valuations are determined by the Company using Level 3 inputs. These assets are subject to fair value adjustments in certain circumstances, such as when there is evidence that impairment may exist.

The Company’s warrant liabilities are included within the Level 1 and Level 3 fair value hierarchy.   The fair value of the Public Warrants is determined using the closing price of the warrants on the NASDAQ market. The fair value of the Private Placement Warrants is determined using the Black-Scholes option pricing formula. The primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility. The expected volatility was estimated considering observable Daseke public warrant pricing, Daseke’s own historical volatility and the volatility of guideline public companies.

The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value (in millions):

	Fair value as of June 30, 2021
Liabilities:	Level 1		Level 2		Level 3		Total
Warrant liability	$	2.3	$	—	$	1.8	$	4.1
Total fair value	$	2.3	$	—	$	1.8	$	4.1

	Fair value as of December 31, 2020
Liabilities:	Level 1		Level 2		Level 3		Total
Warrant liability	$	3.6	$	—	$	2.7	$	6.3
Total fair value	$	3.6	$	—	$	2.7	$	6.3

The table below is a summary of the changes in the fair value of the warrant liability within the Level 3 fair value hierarchy for the six months ended June 30, 2021 (in millions):

	Six Months Ended
	June 30, 2021
Balance at beginning of period	$	2.7
Change in fair value		(0.9	)
Balance at end of period	$	1.8

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06 – Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The guidance simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments are effective for the Company for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The guidance must be adopted as of the beginning of the fiscal year of adoption. ASU 2020-06 is not expected to have a material impact on the Company’s consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04 –  Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. ASU 2020-04 is not expected to have a material impact on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12 – Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in the accounting standards. The amendments in ASU 2019-12 eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes. The amendments in ASU 2019-12 will become effective for the Company on January 1, 2022. Early adoption is permitted, including adoption in any interim period.  ASU 2019-12 is not expected to have a material impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Accounting for Credit Losses (Topic 326). ASU 2016-13 requires the use of an “expected loss” model on certain types of financial instruments. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets, including trade receivables. The new standard will become effective for the Company beginning with the first quarter 2023 and is not expected to have a material impact on the Company’s consolidated financial statements.

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 in purchased freight on the consolidated statements of operations and comprehensive income (loss). The Company's equipment leases may include options for the lessee to purchase the equipment at the end of the lease term or terminate the lease prior to the end of the lease term. When an asset reaches the end of its useful economic life, the Company disposes of the asset.

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Lease income from lease payments related to these operating leases for the three and six months ended June 30, 2021 was $7.0 million and $13.0 million, respectively. Lease income from lease payments related to these operating leases for the three and six months ended June 30, 2020 was $6.2 million and $12.4 million, respectively. 

NOTE 2 – OTHER CURRENT ASSETS

The components of other current assets are as follows as of June 30, 2021 and December 31, 2020 (in millions):

	June 30,		December 31,
	2021		2020
Insurance	$	8.0	$	12.0
Licensing, permits and tolls		5.2		4.9
Parts supplies		3.5		3.1
Highway and fuel taxes		3.4		1.1
Other prepaids		1.7		3.2
Other assets		1.7		0.6
Income tax receivable		1.6		1.6
	$	25.1	$	26.5

NOTE 3 – 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, which was completed during the fourth quarter of 2020. As a result of the planned divestiture of Aveda, impairment charges of $13.4 million were recorded for the three months ended March 31, 2020 consisting of property and equipment of $4.0 million, right-of-use assets of $3.2 million and tradename intangible assets of $6.2 million.

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 June 30, 2021, one of these integrations had been completed, and the Company expects to complete the remaining integration in late 2021.

The Company recorded $0.1 million and $3.0 million of integration and restructuring expenses in connection with the Plan and Project Pivot in the three months ended June 30, 2021 and 2020, respectively. The Company recorded $0.1 million and $3.5 million of integration and restructuring expenses in connection with the Plan and Project Pivot in the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021, we have incurred a cumulative total of $9.8 million in integration and restructuring costs since inception of the Plan.

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The following table summarizes the integration and restructuring costs as of June 30, 2021 (in millions):

	Severance			Operating
	and			Lease
	Other Payroll			Termination		Other			Total
Balance at December 31, 2020	$	0.1		$	—	$	—		$	0.1
Specialized Solution
Costs accrued		—			—		0.1			0.1
Amounts paid or charged		—			—		(0.1	)		(0.1	)
Specialized Solution balance at June 30, 2021		—			—		—			—
Flatbed Solution
Costs accrued		—			—		—			—
Amounts paid or charged		—			—		—			—
Flatbed Solution balance at June 30, 2021		—			—		—			—
Corporate
Costs accrued		—			—		—			—
Amounts paid or charged		—			—		—			—
Adjustments		(0.1	)		—					(0.1	)
Corporate balance at June 30, 2021		(0.1	)		—		—			(0.1	)
Consolidated
Costs accrued		—			—		0.1			0.1
Amounts paid or charged		—			—		(0.1	)		(0.1	)
Adjustments		(0.1	)		—		—			(0.1	)
Consolidated balance at June 30, 2021	$	—		$	—	$	—		$	—

NOTE 4 – PROPERTY AND EQUIPMENT

The components of property and equipment are as follows as of June 30, 2021 and December 31, 2020 (in millions):

	June 30,			December 31,
	2021			2020
Revenue equipment	$	516.4		$	546.7
Assets leased and available for lease to owner-operators		110.8			87.1
Buildings and improvements		56.4			57.0
Furniture and fixtures, office and computer equipment and vehicles		33.4			31.9
		717.0			722.7
Accumulated depreciation		(323.2	)		(320.0	)
Property and equipment, net	$	393.8		$	402.7

Depreciation expense on property and equipment was $20.4 million and $21.0 million for the three months ended June 30, 2021 and 2020, respectively. Depreciation expense on property and equipment was $40.9 million and $45.5 million for the six months ended June 30, 2021 and 2020, respectively.

NOTE 5 – ACCRUED EXPENSES AND OTHER LIABILITIES

The components of accrued expenses and other liabilities are as follows as of June 30, 2021 and December 31, 2020 (in millions):

	June 30,		December 31,
	2021		2020
Brokerage and escorts	$	17.1	$	11.9
Unvouchered payables		12.8		6.1
Owner-operator deposits		10.2		7.8
Other accrued expenses		8.6		6.8
Fuel and fuel taxes		1.8		1.1
Accrued property taxes and sales taxes payable		1.7		1.5
Interest		1.6		0.5
	$	53.8	$	35.7

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NOTE 6 – LONG-TERM DEBT

Long-term debt consists of the following as of June 30, 2021 and December 31, 2020 (in millions):

	June 30,			December 31,
	2021			2020
Term loan facility	$	399.0		$	483.5
Equipment term loans		163.6			164.9
Finance leases		31.8			31.3
		594.4			679.7
Less current portion		(55.4	)		(54.0	)
Less unamortized debt issuance costs		(8.2	)		(7.1	)
Total long-term debt	$	530.8		$	618.6

Term Loan Facility

On March 9, 2021, the Company and Daseke Companies, Inc., a wholly-owned subsidiary of the Company (the Term Loan Borrower), entered into a Refinancing Amendment (Amendment No. 3 to Term Loan Agreement) (the Term Loan Amendment) with JPMorgan Chase Bank, N.A., as successor administrative agent and collateral agent and a replacement lender, Credit Suisse AG, Cayman Islands Branch, as predecessor administrative agent and collateral agent, the other loan parties party thereto and the other financial institutions party thereto. Pursuant to the Term Loan Amendment, the Company prepaid, refinanced and replaced all of its issued and outstanding term loans under its Term Loan Facility (as defined below) in an aggregate principal amount of approximately $483.5 million (the Prior Term Loans) utilizing proceeds from (i) replacement term loans in aggregate principal amount of $400.0 million (the Replacement Term Loans) and (ii) approximately $83.5 million from its cash balance.

The terms of the Replacement Term Loans are governed by a $400.0 million term loan facility (the Term Loan Facility) evidenced by a Term Loan Agreement dated as of February 27, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the Term Loan Agreement), among the Company, the Term Loan Borrower, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the Term Loan Agent), and the other lenders from time to time party thereto with a scheduled maturity date of March 9, 2028. The Replacement Term Loans are, at the Company’s election from time to time, comprised of alternate base rate loans (an ABR Borrowing) or adjusted LIBOR loans (a Eurodollar Rate Borrowing), with the applicable margins of interest being an alternate base rate (subject to a 1.75% floor) plus 3.00% per annum and LIBOR (subject to a 0.75% floor) plus 4.00% per annum. During the three months ended June 30, 2021 and 2020, the weighted average interest rate on the Term Loan Facility was 4.8% and 6.0%, respectively. During the six months ended June 30, 2021 and 2020, the weighted average interest rate on the Term Loan Facility was 5.1% and 6.3%, respectively.

The Term Loan Facility is secured by substantially all assets of the Company, excluding those assets collateralizing certain equipment and real estate debt and other customary exceptions.

The Term Loan Facility permits voluntary prepayments of borrowings. In certain circumstances (subject to exceptions, exclusions and, in the case of excess cash flow, step-downs described below), the Company may also be required to make an offer to prepay the Replacement Term Loans if it receives proceeds as a result of certain asset sales, debt issuances, casualty or similar events of loss, or if it has excess cash flow (defined as an annual amount calculated using a customary formula based on consolidated Adjusted EBITDA, including, among other things, deductions for (i) the amount of certain voluntary prepayments of the Replacement Term Loans and (ii) the amount of certain capital expenditures, acquisitions, investments and restricted payments). The percentage of excess cash flow that must be applied as a mandatory prepayment is 50%, 25% or 0% for excess cash flow periods for the year ending December 31, 2018 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. As of June 30, 2021, the Company was in compliance with all covenants contained in the Term Loan Facility.

ABL Facility

The Company has a senior secured asset-based revolving line of credit (the ABL Facility) under a credit agreement (as amended, restated, supplemented or otherwise modified from time to time, the ABL Credit Agreement) with PNC Bank, National Association, as administrative agent and the lenders party thereto (the ABL Agent).

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On April 29, 2021, the Company, Daseke Companies, Inc., a wholly-owned subsidiary of the Company, and the Company’s other domestic subsidiaries party thereto (together with Daseke Companies, Inc., the ABL Borrowers) entered into the Fifth Amendment to Fifth Amended and Restated Revolving Credit and Security Agreement (the ABL Amendment) with the financial institutions party thereto as lenders and the ABL Agent), which amends certain terms of the ABL Credit Agreement.

Principally, the ABL Amendment extended the scheduled maturity date of the ABL Facility from February 27, 2025 to April 29, 2026. The ABL Amendment also, among other things, (a) increased the Maximum Revolving Advance Amount from $100 million to $150 million, (b) provides that the Maximum Revolving Advance Amount (as defined therein) may be increased further from $150 million to $200 million (the ABL Amendment did not result in such an increase), (c) removed the ABL Borrowers’ total leverage financial covenant, which had been tested on a quarterly basis and (d) provided additional covenant flexibility in the form of increased debt, lien, investment, disposition and restricted payment baskets.

The ABL Facility also provides for the issuance of letters of credit subject to certain restrictions and a sublimit of $40 million.  As of June 30, 2021, the Company had no borrowings, $23.7 million in letters of credit outstanding, and could incur approximately $119.3 million of additional indebtedness under the ABL Facility, based on current qualified collateral.

At June 30, 2021, the interest rate on the ABL Facility was 3.75%. Margins on the ABL Facility are adjusted, if necessary, to the applicable rates set forth in the following table corresponding to the average RLOC Utilization for the trailing 12 month period on the last day of the most recently completed fiscal quarter. RLOC Utilization at a particular date shall mean an amount equal to (a)(i) outstanding amount of Revolving Advances plus (ii) the outstanding amount of the Swing Loans plus (iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, divided by (b) Maximum Revolving Advance Amount.

RLOC Utilization	Base Rate Margins			LIBOR Rate Margins
Less than 33.3%		0.50	%		1.50	%
Greater than or equal to 33.3%, but less than 66.6%		0.75	%		1.75	%
Greater than or equal to 66.6%		1.00	%		2.00	%

The ABL Facility is secured by all of the Company’s U.S.-based accounts receivable, parts supplies, cash and cash equivalents excluding proceeds of Term Loan Facility, securities and deposit accounts and other general assets not included in the Term Loan Facility collateral.

The ABL Facility contains a financial covenant such that during any period after a default or event of default or after excess availability falling below 17.5% of the maximum credit amount, continuing until such time as no default or event of default has existed and excess availability has exceeded such amounts for a period of 60 consecutive days, a financial covenant requiring the Company to maintain a minimum consolidated fixed charge coverage ratio of 1.00x, tested on a quarterly basis. The Company’s fixed charge coverage ratio is defined as the ratio of (1) consolidated Adjusted EBITDA minus unfinanced capital expenditures, cash taxes and cash dividends or distributions, to (2) the sum of all funded debt payments for the four-quarter period then ending (with customary add-backs permitted to consolidated Adjusted EBITDA).

The ABL Facility contains affirmative and negative covenants similar to those in the Term Loan Facility, together with such additional terms as are customary for a senior secured asset-based revolving credit facility.

As of June 30, 2021, the Company was in compliance with all covenants contained in the ABL Facility.

Equipment Term Loans and Mortgages

As of June 30, 2021, the Company had term loans collateralized by equipment in the aggregate amount of $161.2 million with 16 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 July 2027. The weighted average interest rate for the three months ended June 30, 2021 and 2020 was 3.9% and 3.8%, respectively.  The weighted average interest rate for the six months ended June 30, 2021 and 2020 was 4.1% and 4.4%, respectively. 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 June 30, 2021, 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.

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NOTE 7 – INCOME TAXES

The effective tax rates for the three months ended June 30, 2021 and 2020 were 23.3% and 56.8%, respectively. The effective tax rates for the six months ended June 30, 2021 and 2020 were 26.1% and 10.9%, respectively. The difference between the Company’s effective tax rate and the federal statutory rate primarily results from the jurisdictional mix of earnings, combined with the unfavorable impact of nondeductible expenses, including the effect of the per diem pay structure for drivers and the change in fair value of warrant liability. State 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 income tax. The effective tax rate for the three months ended June 30, 2021 differs from the effective tax rate for the same period in 2020 primarily due to the decision to use the actual effective tax rate in the first quarter of 2020 as the annual effective tax rate method did not provide a reliable estimate of the income tax benefit. The effective tax rate for the six months ended June 30, 2021 differs from the effective tax rate for the same period in 2020 primarily due to the impact of permanent differences in relation to forecasted earnings before income taxes each period.

There were no changes in uncertain tax positions during the three and six months ended June 30, 2021.

NOTE 8 – STOCK-BASED COMPENSATION

Under the 2017 Omnibus Incentive Plan (as amended from time to time, 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. On June 18, 2021, at the Company's 2021 annual meeting of stockholders, the Company’s stockholders approved an amendment and restatement (the Restatement) of the Plan. The Restatement Plan increased the number of shares that may be granted as awards thereunder by 4.0 million and extended the scheduled expiration date of the Plan from February 27, 2027 to June 18, 2031.

As of June 30, 2021, the Company has 3.2 million shares of common stock available for issuance under the Plan. Equity awards to non-directors under the Plan generally vest annually on a pro-rata basis over a three to five-year period on the anniversary of each grant date. The Company also grants equity awards to our directors under the Plan. The awards granted to directors vest ratably over periods of one to five years annually on the anniversary of each grant date.

Aggregate stock-based compensation charges, net of forfeitures, were $0.8 million and $1.1 million for the three months ended June 30, 2021 and 2020, respectively, and $3.2 million and $2.0 million for the six months ended June 30, 2021 and 2020, respectively. These expenses are included as a component of salaries, wages and employee benefits on the accompanying consolidated statements of operations and comprehensive income (loss).

Stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized on a straight-line basis 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 June 30, 2021, there was $3.2 million, $2.0 million, and $5.3 million of unrecognized stock-based compensation expense related to stock options, restricted stock units and performance stock units (PSUs), respectively. This expense will be recognized over the weighted average periods of 1.6 years for stock options, 1.1 years for restricted stock units and 1.8 years for PSUs.

Stock Options

The following table summarizes stock option grants:

Grantee Type	# of Options Granted		Issued and Outstanding		Vesting Period	Weighted Average Exercise Price		Weighted Average Grant Date Fair Value (Per Option)
Director Group		150,000		75,000	5 years	$	9.98	$	4.36
Employee Group		4,662,630		2,571,557	3-5 years	$	5.60	$	3.08
Total				2,646,557

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A summary of option activity as of June 30, 2021 and changes during the six months then ended are as follows:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Terms (Years)		Aggregate Intrinsic Value (in millions)
Outstanding as of January 1, 2021		3,114,931		$	6.19		7.9	$	5.9
Exercised		(149,545	)		2.96
Forfeited or expired		(318,829	)		6.66
Outstanding as of June 30, 2021		2,646,557		$	6.32		7.3	$	5.9
Exercisable as of June 30, 2021		1,539,985		$	7.90		6.8	$	2.0
Vested and expected to vest as of June 30, 2021		2,646,557		$	6.32		7.3	$	5.9

The stock options’ maximum contract term is ten years. The Company did not grant any stock options during the six months ended June 30, 2021.

Restricted Stock Units

Restricted stock units are nontransferable until vested. The Plan Committee (as defined in the Plan) may, in its sole discretion, grant dividend or dividend equivalents with respect to non-vested units. Prior to vesting, the grantees of restricted stock units are not entitled to vote the shares. Restricted stock unit awards typically vest in equal annual increments over the vesting period.

The following table summarizes restricted stock unit grants under the Plan:

Grantee Type	# of Restricted Stock Units Granted		Issued and Outstanding		Vesting Period	Weighted Average Grant Date Fair Value (Per Unit)
Director Group		933,237		289,241	1-2 years	$	2.96
Employee Group		1,647,461		212,920	3-5 years	$	10.40
Total				502,161

A summary of restricted stock unit awards activity under the Plan as of June 30, 2021 and changes during the six months then ended are as follows:

	Units			Weighted Average Grant Date Fair Value (Per Unit)
Non-vested as of January 1, 2021		594,801		$	5.72
Granted		118,047			6.92
Vested		(180,549	)		6.35
Forfeited		(30,138	)		10.08
Non-vested as of June 30, 2021		502,161		$	5.52

Performance Stock Units

PSUs become eligible for vesting in shares upon the achievement of specific performance and market-based conditions and subject to final vesting based on the participant’s continued employment through the end of the requisite service periods. The grant date fair value of PSUs was determined using a Monte Carlo probability model and compensation cost is recognized ratably over the requisite service period.

As of June 30, 2021, the Company had 1,613,210 total PSUs outstanding. There are 1,495,000 PSUs in which the vesting occurs upon the achievement of specific market-based conditions based on the performance of per share price of the Company’s common stock and subject to final vesting based on the participant’s continued employment through the end of the requisite service periods.

In addition, there are 118,210 PSUs in which the vesting occurs upon the achievement of specific performance-based conditions based on the Company's financial performance over a three year performance period and modified based on the Company's Relative Total Shareholder Return and subject to final vesting based on the participant’s continued employment through the end of the requisite service periods. The

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amount of awards that will ultimately vest for these 118,210 PSUs can range from 0% to 200% based on the Company’s Relative Total Shareholder Return calculated over a three year period beginning January 1 of the year each grant was made. The Company currently expects that these PSUs will vest at 100%.

The following inputs and assumptions were used to calculate the fair value of the PSUs for the shares granted during the six months ended June 30, 2021:

Weighted average expected life	2.5 years
Risk-free interest rate	0.38%
Expected volatility	93.80%
Expected dividend yield	0.00%

A summary of performance stock unit awards activity as of June 30, 2021 and changes during the six months ended are as follows:

	Units			Weighted Average Grant Date Fair Value (Per Unit)
Non-vested as of January 1, 2021		1,716,100		$	1.38
Granted		118,210			7.45
Vested		—			—
Forfeited		(221,100	)		6.30
Non-vested as of June 30, 2021		1,613,210		$	2.28

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Letters of Credit

The Company had outstanding letters of credit as of June 30, 2021 totaling approximately $26.1 million, including those disclosed in Note 6. 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.

NOTE 10 – COMMON STOCK REPURCHASE PROGRAM

On March 22, 2021, the Company’s Board of Directors authorized the repurchase of up to three million shares of the Company’s common stock. Shares are effectively retired at the time of purchase. As of and during the three months ended June 30, 2021, the Company repurchased and retired 1,517,623 shares, at an aggregate price of $10.5 million.

NOTE 11 – REPORTABLE SEGMENTS

The Company evaluates the performance of the reportable 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 for the Flatbed Solutions segment totaled $0.9 million and $1.8 million for the three months ended June 30, 2021 and 2020, respectively. Intersegment revenues and expenses for the Specialized Solutions segment totaled $2.0 million and $4.8 million for the three months ended June 30, 2021 and 2020, respectively. Intersegment revenues and expenses for the Flatbed Solutions segment totaled $1.8 million and $3.5 million for the six months ended June 30, 2021 and 2020, respectively. Intersegment revenues and expenses for the Specialized Solutions segment totaled $4.3 million and $7.5 million for the six months ended June 30, 2021 and 2020, respectively.

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The following tables reflect certain financial data of the Company’s reportable segments for the three and six months ended June 30, 2021 and 2020 (in millions):

	Flatbed			Specialized
	Solutions			Solutions			Corporate/			Consolidated
	Segment			Segment			Eliminations			Total
Three Months Ended June 30, 2021
Total revenue	$	180.9		$	226.1		$	(3.0	)	$	404.0
Company freight		47.7			118.3			(2.4	)		163.6
Owner operator freight		88.9			40.7			(0.5	)		129.1
Brokerage		25.3			41.5			(0.1	)		66.7
Logistics		1.3			9.3			0			10.7
Fuel surcharge		17.7			16.3			(0.1	)		33.9
Operating income (loss)		22.9			29.0			(6.6	)		45.3
Depreciation		8.1			12.1			0.2			20.4
Amortization of intangible assets		0.8			1.0			—			1.8
Restructuring		—			0.1			—			0.1
Non-cash operating lease expense		(0.1	)		(0.3	)		—			(0.4	)
Interest expense		0.9			1.3			5.4			7.6
Income (loss) before income tax		22.1			28.0			(4.1	)		46.0
Capital expenditures		7.7			13.5			6.4			27.6
Three Months Ended June 30, 2020
Total revenue	$	137.2		$	221.5		$	(7.0	)	$	351.7
Company freight		48.9			121.6			(3.5	)		167.0
Owner operator freight		60.1			38.3			(2.4	)		96.0
Brokerage		15.5			43.1			(0.7	)		57.9
Logistics		0.7			8.1			—			8.8
Fuel surcharge		12.0			10.4			(0.4	)		22.0
Operating income (loss)		10.7			14.5			(12.8	)		12.4
Depreciation		8.5			12.2			0.3			21.0
Amortization of intangible assets		0.8			1.0			—			1.8
Restructuring		0.2			2.8			—			3.0
Non-cash operating lease expense		1.2			(1.4	)		—			(0.2	)
Interest expense		2.4			2.8			5.8			11.0
Income (loss) before income tax		8.5			12.5			(17.3	)		3.7
Capital expenditures		9.2			21.4			—			30.6

16

	Flatbed			Specialized
	Solutions			Solutions			Corporate/			Consolidated
	Segment			Segment			Eliminations			Total
Six Months Ended June 30, 2021
Total revenue	$	334.4		$	409.8		$	(6.3	)	$	737.9
Company freight		92.4			221.1			(4.8	)		308.7
Owner operator freight		159.9			75.3			(1.0	)		234.2
Brokerage		47.5			68.1			(0.4	)		115.2
Logistics		2.5			16.5			0.2			19.2
Fuel surcharge		32.1			28.8			(0.3	)		60.6
Operating income (loss)		33.9			39.5			(20.0	)		53.4
Depreciation		16.1			24.2			0.6			40.9
Amortization of intangible assets		1.5			2.0			—			3.5
Restructuring		—			0.1			—			0.1
Non-cash operating lease expense		(0.2	)		(0.6	)		—			(0.8	)
Interest expense		2.6			3.4			12.7			18.7
Income (loss) before income tax		31.5			36.8			(30.4	)		37.9
Capital expenditures		16.7			24.1			6.4			47.2
Six Months Ended June 30, 2020
Total revenue	$	292.4		$	461.9		$	(11.6	)	$	742.7
Company freight		100.2			253.7			(6.0	)		347.9
Owner operator freight		126.3			81.0			(3.5	)		203.8
Brokerage		35.0			86.0			(1.4	)		119.6
Logistics		1.5			17.3			0.1			18.9
Fuel surcharge		29.4			23.9			(0.8	)		52.5
Operating income (loss)		19.3			8.0			(23.2	)		4.1
Depreciation		16.8			28.1			0.6			45.5
Amortization of intangible assets		1.6			2.0			—			3.6
Impairment		—			13.4			—			13.4
Restructuring		0.2			3.3			—			3.5
Non-cash operating lease expense		2.1			0.6			—			2.7
Interest expense		4.9			5.9			12.2			23.0
Income (loss) before income tax		14.6			1.8			(32.9	)		(16.5	)
Capital expenditures		17.0			27.9			—			44.9

17

NOTE 12 – EARNINGS (LOSS) PER SHARE

ASC Topic 260, “Earnings Per Share”, provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. The Company’s outstanding non-vested restricted stock units are participating securities unless there is a net loss attributable to common stockholders. Accordingly, earnings per common share are computed using the two-class method.

Basic earnings per common share is calculated by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the Company’s earnings.

For the six months ended June 30, 2021, shares of the Company’s 7.625% Series A Convertible Cumulative Preferred Stock (Series A Preferred Stock) were not included in the computation of diluted loss per share as their effects were anti-dilutive. For the three and six months ended June 30, 2020, shares of the Company’s 7.625% Series A Convertible Cumulative Preferred Stock (Series A Preferred Stock) and shares of the Company’s outstanding stock options and performance share units were not included in the computation of diluted loss per share as their effects were anti-dilutive.

The following table sets forth the computation of basic and diluted earnings per share under the two-class method:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(in millions, except per share data)	2021			2020			2021			2020
Numerator:
Net income (loss)	$	35.3		$	1.6		$	28.0		$	(14.7	)
Less Series A preferred dividends		(1.3	)		(1.3	)		(2.5	)		(2.5	)
Net income (loss) attributable to common stockholders		34.0			0.3			25.5			(17.2	)
Allocation of earnings to non-vested participating restricted stock units		(0.3	)		—			(0.2	)		—
Numerator for basic EPS - income (loss) available to common stockholders - two class method	$	33.7		$	0.3		$	25.3		$	(17.2	)
Effect of dilutive securities:
Add back Series A preferred dividends	$	1.3		$	—		$	—		$	—
Add back allocation earnings to participating securities		0.3			—			0.2			—
Reallocation of earnings to participating securities considering potentially dilutive securities		(0.3	)		—			(0.2	)		—
Numerator for diluted EPS - income (loss) available to common shareholders - two class method	$	35.0		$	0.3		$	25.3		$	(17.2	)
Denominator:
Denominator for basic EPS - weighted-average shares		64.8			64.2			65.0			64.6
Effect of dilutive securities:
Stock options and performance share units		1.4			0.5			1.2			—
Convertible preferred stock		5.7			—			—			—
Denominator for diluted EPS - weighted-average shares		71.9			64.7			66.2			64.6
Basic earnings (loss) per share	$	0.52		$	0.00		$	0.39		$	(0.27	)
Diluted earnings (loss) per share	$	0.49		$	0.00		$	0.38		$	(0.27	)

NOTE 13 – SUBSEQUENT EVENTS

In July 2021, the Company repurchased and retired 1,482,377 common shares at an aggregate price of $9.8 million under the common stock repurchase program.

18

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Introductory Note

Daseke is a leading provider and consolidator of transportation and logistics solutions focused exclusively on flatbed and specialized (open-deck) freight in North America. The Company believes it provides one of the most comprehensive transportation and logistics solution offerings in the open-deck industry. The Company delivers a diverse offering of transportation and logistics solutions to approximately 6,700 customers across the continental United States, Canada and Mexico through two reportable segments: Flatbed Solutions and Specialized Solutions. The Flatbed Solutions segment focuses on delivering transportation and logistics solutions that principally require the use of flatbed and retractable-sided transportation equipment, and the Specialized Solutions segment focuses on delivering transportation and logistics solutions that require the use of specialized trailering transportation equipment.

Both of the Company’s reportable segments operate highly flexible business models comprised of company-owned tractors and trailers and asset-light operations (which consist of owner-operator transportation, freight brokerage and logistics). The Company’s asset-based operations have the benefit of providing shippers with certainty of delivery and continuity of operations. Alternatively, the Company’s asset-light operations offer flexibility and scalability to meet customers’ dynamic needs and have lower capital expenditure requirements and fixed costs.

Recent Developments

COVID-19 Pandemic

The levels of activity in the Company’s business have historically been positively correlated to broad measures of economic activity and to measures of industrial production because many of the Company’s customers are in the manufacturing and industrial segments. In the first half of 2021, the Company saw improvement in industrial demand, which had previously been pressured by the COVID-19 pandemic, and in the second quarter of 2021, the industrial end-market in various verticals (particularly in construction and steel and other metals) appeared to have returned to near pre-pandemic levels. As a result, in the second quarter of 2021, the Flatbed Solutions segment experienced a significantly improved rate environment, with rates 38.9% higher than the second quarter of 2020. During the second quarter of 2021, the Specialized Solutions segment also benefitted from continued strong demand and freight rates, primarily serving construction, high security cargo and glass.

As the coronavirus pandemic continues to evolve, we believe the extent of the impact to our business, operating results, cash flows, liquidity and financial condition will be primarily driven by the severity and duration of the coronavirus pandemic, including as a result of the emergence of new variants of the coronavirus; the development, acceptance and efficacy of treatments and vaccines; the pandemic’s impact on the U.S. and global economies; and the timing, scope and effectiveness of federal, state and local governmental responses to the pandemic. Those primary drivers are beyond our knowledge and control, and there are no comparable recent events that provide guidance as to the effect the COVID-19 global pandemic may have. As a result, the ultimate impact of the pandemic is highly uncertain and subject to change. See “Item 1A. Risk Factors—Risks Relating to the COVID-19 Pandemic” in our Annual Report on Form 10-K/A, filed with the SEC on May 6, 2021, for more information regarding risks relating to the COVID-19 pandemic.

Debt Refinancing and ABL Amendment

On March 9, 2021, the Company, Daseke Companies, Inc., a wholly-owned subsidiary of the Company, and the Company’s other domestic subsidiaries party thereto entered into the Term Loan Amendment. Pursuant to the Term Loan Amendment, the Company prepaid, refinanced and replaced all of the issued and outstanding term loans, which had an aggregate principal amount of $483.5 million, under the Term Loan Agreement with $83.5 million in cash on hand and new replacement terms loans in an aggregate principal amount of $400 million. The Replacement Term Loans have a scheduled maturity date of March 9, 2028 and an interest rate of LIBOR plus 4.00 percent (with a 0.75 percent LIBOR floor). The Prior Term Loans had a maturity date of February 27, 2024 and an interest rate of LIBOR plus 5.00 percent (with a 1.00 percent LIBOR floor). In addition, the Term Loan Amendment, among other things, (a) removed the total leverage financial covenant, which had been tested on a quarterly basis, and (b) provided additional covenant flexibility in the form of increased debt, lien, investment, disposition and restricted payment baskets.

On April 29, 2021, the Company, Daseke Companies, Inc. and the Company’s other domestic subsidiaries party thereto entered into the ABL Amendment, which extended the scheduled maturity date of the ABL Facility from February 27, 2025 to April 29, 2026. The ABL Amendment also, among other things, (a) increased the Maximum Revolving Advance Amount from $100 million to $150 million, (b) provides that the Maximum Revolving Advance Amount may be increased further from $150 million to $200 million (the ABL Amendment did not result in such an increase), (c) removed the total leverage financial covenant, which had been tested on a quarterly basis, and (d) provided additional covenant flexibility in the form of increased debt, lien, investment, disposition and restricted payment baskets.

19

Results of Operations

The following table sets forth certain operating statistics for the three months ended June 30, 2021 and 2020 as well as items derived from the Company’s consolidated statements of operations for the three months ended June 30, 2021 and 2020. Rate per mile is the period’s revenue less fuel surcharge, brokerage and logistics revenues divided by total number of company and owner-operator miles driven in the period. Revenue per tractor is the period’s revenue less fuel surcharge, brokerage and logistics revenues divided by the average number of tractors in the period, including owner-operator tractors.

	Three Months Ended June 30,
	2021						2020						Increase (Decrease)
(Dollars in millions, except Rate per mile and Revenue per tractor)	$			%			$			%			$			%
REVENUE:
Company freight	$	163.6			40.5		$	167.0			47.5		$	(3.4	)		(2.0	)
Owner operator freight		129.1			32.0			96.0			27.3			33.1			34.5
Brokerage		66.7			16.5			57.9			16.5			8.8			15.2
Logistics		10.7			2.6			8.8			2.5			1.9			21.6
Fuel surcharge		33.9			8.4			22.0			6.3			11.9			54.1
Total revenue		404.0			100.0			351.7			100.0			52.3			14.9
OPERATING EXPENSES:
Salaries, wages and employee benefits		93.4			23.1			99.4			28.3			(6.0	)		(6.0	)
Fuel		27.0			6.7			18.2			5.2			8.8			48.4
Operations and maintenance		37.3			9.2			45.3			12.9			(8.0	)		(17.7	)
Communications		1.1			0.3			0.9			0.3			0.2			22.2
Purchased freight		155.3			38.4			112.2			31.9			43.1			38.4
Administrative expenses		12.7			3.1			17.2			4.9			(4.5	)		(26.2	)
Sales and marketing		0.5			0.1			0.3			0.1			0.2			66.7
Taxes and licenses		3.8			0.9			4.0			1.1			(0.2	)		(5.0	)
Insurance and claims		9.9			2.5			15.6			4.4			(5.7	)		(36.5	)
Depreciation and amortization		22.2			5.5			22.8			6.5			(0.6	)		(2.6	)
(Gain) loss on disposition of revenue property and equipment		(4.6	)		(1.1	)		0.4			0.1			(5.0	)		(1,250.0	)
Restructuring charges		0.1			—			3.0			0.9			(2.9	)		(96.7	)
Total operating expenses		358.7			88.8			339.3			96.5			19.4			5.7
INCOME FROM OPERATIONS		45.3			11.2			12.4			3.5			32.9			265.3
Other expense (income):
Interest income		(0.1	)		—			(0.1	)		—			—			—
Interest expense		7.6			1.9			11.0			3.1			(3.4	)		(30.9	)
Change in fair value of warrant liability		(7.8	)		(1.9	)		(1.1	)		(0.3	)		(6.7	)		609.1
Other		(0.4	)		(0.1	)		(1.1	)		(0.3	)		0.7			(63.6	)
Total other expense (income)		(0.7	)		(0.2	)		8.7			2.5			(9.4	)		(108.0	)
Income before income taxes		46.0			11.4			3.7			1.1			42.3			1,143.2
Income tax expense		10.7			2.6			2.1			0.6			8.6			409.5
Net income	$	35.3			8.7		$	1.6			0.5		$	33.7			2,106.3
OPERATING STATISTICS:
Company miles		57.7						63.5						(5.8	)		(9.1	)
Owner operator miles		47.9						47.5						0.4			0.8
Total miles (in millions)		105.6						111.0						(5.4	)		(4.9	)
Rate per mile	$	2.77					$	2.37					$	0.40			16.9
Revenue per tractor	$	60,400					$	47,400					$	13,000			27.4
Company-operated tractors, at period-end		2,715						3,137						(422	)		(13.5	)
Owner-operated tractors, at period-end		2,112						2,104						8			0.4
Number of trailers, at period-end		11,266						11,855						(589	)		(5.0	)
Company-operated tractors, average for the period		2,723						3,376						(653	)		(19.3	)
Owner-operated tractors, average for the period		2,123						2,176						(53	)		(2.4	)
Total tractors, average for the period		4,846						5,552						(706	)		(12.7	)

20

The following table sets forth certain operating statistics of the Company’s Specialized Solutions segment for the three months ended June 30, 2021 and 2020, as well as revenue, operating expenses and income (loss) from operations for the three months ended June 30, 2021 and 2020. Rate per mile is the period’s revenue less fuel surcharge, brokerage and logistics revenues divided by total number of company and owner-operator miles driven in the period. Revenue per tractor is the period’s revenue less fuel surcharge, brokerage and logistics revenues divided by the average number of tractors in the period, including owner-operator tractors.

SPECIALIZED SOLUTIONS

	Three Months Ended June 30,
	2021				2020				Increase (Decrease)
(Dollars in millions, except Rate per mile and Revenue per tractor)	$		%		$		%		$			%
REVENUE(1):
Company freight	$	118.3		52.3	$	121.6		54.9	$	(3.3	)		(2.7	)
Owner operator freight		40.7		18.0		38.3		17.3		2.4			6.3
Brokerage		41.5		18.4		43.1		19.5		(1.6	)		(3.7	)
Logistics		9.3		4.1		8.1		3.7		1.2			14.8
Fuel surcharge		16.3		7.2		10.4		4.7		5.9			56.7
Total revenue		226.1		100.0		221.5		100.0		4.6			2.1
OPERATING EXPENSES(1):
Salaries, wages and employee benefits		58.6		25.9		63.7		28.8		(5.1	)		(8.0	)
Fuel		18.6		8.2		11.4		5.1		7.2			63.2
Operations and maintenance		26.9		11.9		35.1		15.8		(8.2	)		(23.4	)
Purchased freight		66.2		29.3		60.0		27.1		6.2			10.3
Depreciation and amortization		13.0		5.7		13.2		6.0		(0.2	)		(1.5	)
Restructuring		0.1		—		2.8		1.3		(2.7	)		(96.4	)
Other operating expenses		13.7		6.1		20.8		9.4		(7.1	)		(34.1	)
Total operating expenses		197.1		87.2		207.0		93.5		(9.9	)		(4.8	)
INCOME FROM OPERATIONS	$	29.0		12.8	$	14.5		6.5	$	14.5			100.0
OPERATING STATISTICS:
Company miles		38.3				37.8				0.5			1.3
Owner operator miles		12.7				12.8				(0.1	)		(0.8	)
Total miles (in millions)		51.0				50.6				0.4			0.8
Rate per mile	$	3.12			$	3.16			$	(0.04	)		(1.3	)
Revenue per tractor	$	66,700			$	56,400			$	10,300			18.3
Company-operated tractors, at period-end		1,878				1,986				(108	)		(5.4	)
Owner-operated tractors, at period-end		511				555				(44	)		(7.9	)
Number of trailers, at period-end		7,059				7,280				(221	)		(3.0	)
Company-operated tractors, average for the period		1,871				2,205				(334	)		(15.1	)
Owner-operated tractors, average for the period		512				631				(119	)		(18.9	)
Total tractors, average for the period		2,383				2,836				(453	)		(16.0	)

(1)Includes intersegment revenues and expenses, as applicable, which are eliminated in the Company’s consolidated results.

21

The following table sets forth certain operating statistics of the Company’s Flatbed Solutions segment for the three months ended June 30, 2021 and 2020, as well as revenue, operating expenses and income (loss) from operations for three months ended June 30, 2021 and 2020. Rate per mile is the period’s revenue less fuel surcharge, brokerage and logistics revenues divided by total number of company and owner-operator miles driven in the period. Revenue per tractor is the period’s revenue less fuel surcharge, brokerage and logistics revenues divided by the average number of tractors in the period, including owner-operator tractors.

FLATBED SOLUTIONS

	Three Months Ended June 30,
	2021				2020				Increase (Decrease)
(Dollars in millions, except Rate per mile and Revenue per tractor)	$		%		$		%		$			%
REVENUE(1):
Company freight	$	47.7		26.4	$	48.9		35.6	$	(1.2	)		(2.5	)
Owner operator freight		88.9		49.1		60.1		43.8		28.8			47.9
Brokerage		25.3		14.0		15.5		11.3		9.8			63.2
Logistics		1.3		0.7		0.7		0.5		0.6			85.7
Fuel surcharge		17.7		9.8		12.0		8.7		5.7			47.5
Total revenue		180.9		100.0		137.2		100.0		43.7			31.9
OPERATING EXPENSES(1):
Salaries, wages and employee benefits		29.1		16.1		30.7		22.4		(1.6	)		(5.2	)
Fuel		8.4		4.6		6.7		4.9		1.7			25.4
Operations and maintenance		10.5		5.8		10.2		7.4		0.3			2.9
Purchased freight		92.2		51.0		59.2		43.1		33.0			55.7
Depreciation and amortization		8.9		4.9		9.3		6.8		(0.4	)		(4.3	)
Restructuring		—		—		0.2		0.1		(0.2	)		(100.0	)
Other operating expenses		8.9		4.9		10.2		7.4		(1.3	)		(12.7	)
Total operating expenses		158.0		87.3		126.5		92.2		31.5			24.9
INCOME FROM OPERATIONS	$	22.9		12.7	$	10.7		7.8	$	12.2			114.0
OPERATING STATISTICS:
Company miles		19.4				25.7				(6.3	)		(24.5	)
Owner operator miles		35.2				34.7				0.5			1.4
Total miles (in millions)		54.6				60.4				(5.8	)		(9.6	)
Rate per mile	$	2.50			$	1.80			$	0.70			38.9
Revenue per tractor	$	55,500			$	40,100			$	15,400			38.4
Company-operated tractors, at period-end		837				1,151				(314	)		(27.3	)
Owner-operated tractors, at period-end		1,601				1,549				52			3.4
Number of trailers, at period-end		4,207				4,575				(368	)		(8.0	)
Company-operated tractors, average for the period		852				1,171				(319	)		(27.2	)
Owner-operated tractors, average for the period		1,611				1,545				66			4.3
Total tractors, average for the period		2,463				2,716				(253	)		(9.3	)

(1)Includes intersegment revenues and expenses, as applicable, which are eliminated in the Company’s consolidated results.

22

Revenue.  Total revenue increased 14.9% to $404.0 million for the three months ended June 30, 2021 from $351.7 million for the same period in 2020. The exit of the Aveda operations resulted in a $9.8 million, or 2.8%, reduction in total revenue. The increase in total revenue was due primarily to increases in owner operator freight, fuel surcharge and brokerage revenue. Company freight revenue decreased $3.4 million, or 2.0%, to $163.6 million for the three months ended June 30, 2021 from $167.0 million for the same period in 2020. The decrease in company freight revenue was a result of a 9.1% decrease in company miles driven primarily driven by downsizing of company trucks partially offset by an increase in rate per mile. Owner operator freight revenue increased $33.1 million, or 34.5%, and was a result of a 0.8% increase in owner operator miles driven and a 33.4% increase in rate per mile. The increase in total freight revenue was primarily due to a 16.9% increase in rate per mile. Brokerage revenue increased $8.8 million, or 15.2%, to $66.7 million for the three months ended June 30, 2021 from $57.9 million for the same period in 2020 primarily due to an increase in customer sales volumes and rate. Fuel surcharge revenue, increased $11.9 million, or 54.1%, to $33.9 million for the three months ended June 30, 2021 from $22.0 million for the same period in 2020 due to increased fuel costs that led to higher fuel surcharges.

The Company’s Specialized Solutions segment’s revenue increased 2.1% to $226.1 million for the three months ended June 30, 2021 from $221.5 million for the same period in 2020. The increase was primarily due to increases in owner operator freight and fuel surcharge. Company freight revenue decreased $3.3 million, or 2.7%, to $118.3 million for the three months ended June 30, 2021 from $121.6 million for the same period in 2020. The decrease in company freight revenue was primarily a result of a 4.0% decrease in rate per mile, partially offset by a 1.3% increase in company miles driven compared to the same period in 2020. The increase in owner operator freight revenue was primarily a result of a 7.1% increase in rate per mile, partially offset by a 0.8% decrease in miles driven compared to the same period in 2020. Brokerage revenue decreased $1.6 million, or 3.7%, to $41.5 million for the three months ended June 30, 2021 from $43.1 million for the same period in 2020 primarily due to the exit of the Aveda operations.

The Company’s Flatbed Solutions segment’s revenue increased $43.7 million, or 31.9%, to $180.9 million for the three months ended June 30, 2021 from $137.2 million for the same period in 2020, which was primarily due to an increase in owner operator freight. Company freight revenue decreased $1.2 million, or 2.5%, to $47.7 million for the three months ended June 30, 2021 from $48.9 million for the same period in 2020. Owner operator freight revenue increased $28.8 million, or 47.9%, to $88.9 million for the three months ended June 30, 2021 from $60.1 million for the same period in 2020. The increase in the freight revenue was the result of a 38.9% increase in rate per mile partially offset by a 9.6% decrease in total miles driven compared to the same period in 2020, primarily driven by downsizing of company trucks. Brokerage revenue increased $9.8 million, or 63.2%, to $25.3 million for the three months ended June 30, 2021 from $15.5 million for the same period in 2020 due to increase in customer sales volumes and rate. Fuel surcharge revenue increased $5.7 million, or 47.5%, to $17.7 million for the three months ended June 30, 2021 from $12.0 million for the same period in 2020 due to increased fuel costs that led to higher fuel surcharges.

Salaries, Wages and Employee Benefits. Salaries, wages and employee benefits expense, which consists of compensation for all employees, is primarily affected by the number of miles driven by Company drivers, the rate per mile paid to Company drivers, employee benefits including, but not limited to, health care and workers’ compensation, and to a lesser extent, the number of, and compensation and benefits paid to, non-driver employees. In general, the Specialized Solutions segment drivers receive a higher driver pay per total mile than Flatbed Solutions segment drivers due to the former requiring a higher level of training and expertise.

Salaries, wages and employee benefits expense decreased 6.0% to $93.4 million for the three months ended June 30, 2021 from $99.4 million for the same period in 2020. The decrease in salaries, wages and employee benefits expense was primarily due to decreased employee headcount related to Project Synchronize and driver pay due to the decrease in company miles compared to the same period in 2020. Salaries, wages and employee benefits expense, as a percentage of consolidated revenue (excluding brokerage revenue), decreased 6.1% for the three months ended June 30, 2021 as compared to the same period in 2020.

The Company’s Specialized Solutions segment had a $5.1 million, or 8.0%, decrease in salaries, wages and employee benefits expense for the three months ended June 30, 2021 compared to the same period in 2020, primarily as a result of the decreased employee headcount related to Project Synchronize. Salaries, wages and employee benefits expense, as a percentage of Specialized Solutions revenue (excluding brokerage revenue), decreased 4.0% for the three months ended June 30, 2021 as compared to the same period in 2020.

The Company’s Flatbed Solutions segment had a $1.6 million, or 5.2%, decrease in salaries, wages and employee benefits expense for the three months ended June 30, 2021 compared to the same period in 2020, primarily as a result of the decreased employee headcount related to Project Synchronize and driver pay due to the decrease in company miles compared to the same period in 2020. Salaries, wages and employee benefits expense, as a percentage of Flatbed Solutions revenue (excluding brokerage revenue), decreased 6.5% for the three months ended June 30, 2021 as compared to the same period in 2020.

Fuel.  Fuel expense consists primarily of diesel fuel expense for company-owned tractors and fuel taxes. The primary factors affecting fuel expense are the cost of diesel fuel, the miles per gallon realized with company equipment and the number of miles driven by company drivers.

23

Total fuel expense increased $8.8 million, or 48.4%, to $27.0 million for the three months ended June 30, 2021 from $18.2 million for the same period in 2020. This increase was primarily due to a 32.2% increase in fuel price, partially offset by a 9.1% decrease in company miles driven. The U.S. national average diesel fuel price, as published by the U.S. Department of Energy, was $3.212 for the three months ended June 30, 2021, compared to $2.429 for the same period in 2020.

The Company’s Specialized Solutions segment’s fuel expense increased 63.2% to $18.6 million for the three months ended June 30, 2021 from $11.4 million for the same period in 2020, as a result of a 1.3% increase in company miles driven and increase of fuel price mentioned above for the three months ended June 30, 2021 as compared to the same period in 2020.

The Company’s Flatbed Solutions segment’s fuel expense increased 25.4% to $8.4 million for the three months ended June 30, 2021 from $6.7 million for the same period in 2020, primarily as a result of the increase in fuel price and partially offset by a 24.5% decrease in company miles driven for the three months ended June 30, 2021 as compared to the same period in 2020.

Operations and Maintenance. Operations and maintenance expense consists primarily of ordinary vehicle repairs and maintenance, costs associated with preparing tractors and trailers for sale or trade-in, driver recruiting, training and safety costs, permitting and pilot car fees and other general operations expenses. Operations and maintenance expense is primarily affected by the age of company-owned tractors and trailers, the number of miles driven in a period and driver turnover.

Operations and maintenance expense decreased 17.7% to $37.3 million for the three months ended June 30, 2021 from $45.3 million for the same period in 2020 due to a decrease of $0.6 million in maintenance costs such as repairs and tires, $6.8 million in operation costs such as pilot car and permit fees, and $0.6 million in other operations expenses. Operations and maintenance expense, as a percentage of consolidated revenue (excluding brokerage revenue), decreased 4.3% for the three months ended June 30, 2021 as compared to the same period in 2020.

The Company’s Specialized Solutions segment’s operations and maintenance expense decreased $8.2 million, or 23.4%, for the three months ended June 30, 2021 as compared to the same period in 2020 as a result of a decrease of $0.6 million in maintenance expense such as repairs, washes and tires due to a reduction of tractors and trailers in the Company’s fleet, a decrease of $6.9 million in operation costs such as pilot car and permit fees and a decrease of $0.7 million in other operations expenses. Operations and maintenance expense, as a percentage of Specialized Solutions revenue (excluding brokerage revenue), decreased 5.1% for the three months ended June 30, 2021 as compared to the same period in 2020.

The Company’s Flatbed Solutions segment’s operations and maintenance expense increased $0.3 million, or 2.9%, for the three months ended June 30, 2021 as compared to the same period in 2020 due to miscellaneous increases. Operations and maintenance expense, as a percentage of Flatbed Solutions revenue (excluding brokerage revenue), decreased 1.7% for the three months ended June 30, 2021 as compared to the same period in 2020.

Purchased Freight. Purchased freight expense consists of the payments to owner-operators, including fuel surcharge reimbursements, and payments to third-party capacity providers that haul loads brokered to them. Purchased freight expense generally takes into account changes in diesel fuel prices, resulting in lower payments during periods of declining fuel prices.

Total purchased freight expense increased $43.1 million, or 38.4%, to $155.3 million during the three months ended June 30, 2021 from $112.2 million during the same period in 2020. Purchased freight expense from owner-operators increased 39.5% to $106.7 million during the three months ended June 30, 2021 from $76.5 million during the same period in 2020 as a result of a 0.8% increase in owner operator miles driven and a 33.4% increase in rate. Purchased freight expense from third-party capacity providers increased 36.1% to $48.6 million during the three months ended June 30, 2021 from $35.7 million during the same period in 2020, as a result of increased utilization of third-party capacity providers.

The Company’s Specialized Solutions segment’s purchased freight expense increased 10.3% to $66.2 million during the three months ended June 30, 2021 from $60.0 million during the same period in 2020. Purchased freight expense from owner-operators increased 18.8% to $31.6 million during the three months ended June 30, 2021 from $26.6 million during the same period in 2020, as a result of a 7.1% increase in rate, partially offset by a 0.8% decrease in owner operator miles driven. Purchased freight expense from third-party capacity providers increased 3.6% to $34.6 million during the three months ended June 30, 2021 from $33.4 million during the same period in 2020, as a result of an increase in utilization of third-party capacity providers.

The Company’s Flatbed Solutions segment’s purchased freight expense increased 55.7% to $92.2 million for the three months ended June 30, 2021 from $59.2 million for the same period in 2020. Purchased freight expense from owner-operators increased 50.7% to $75.2 million for the three months ended June 30, 2021 from $49.9 million for the same period in 2020, as a result of a 45.8% increase in owner operators’ rate. Purchased freight expense from third-party capacity providers increased 82.8% to $17.0 million during the three months ended June 30, 2021 from $9.3 million during the same period in 2020, primarily as a result of increased utilization of third-party capacity providers.

24

Depreciation and Amortization. Depreciation and amortization expense consists primarily of depreciation for company-owned tractors and trailers and amortization of those financed with finance leases. The primary factors affecting these expense items include the size and age of company-owned tractors and trailers and the cost of new equipment. Amortization of intangible assets is also included in this expense.

Depreciation and amortization expense decreased $0.6 million, or 2.6%, to $22.2 million during the three months ended June 30, 2021 from $22.8 million during the same period in 2020 as a result of a 19.3% decrease in average tractor count in the Company’s fleet.

The Company’s Specialized Solutions segment’s depreciation and amortization expense decreased $0.2 million, or 1.5%, for the three months ended June 30, 2021 as compared to the same period in 2020 as a result of a 15.1% decrease in average tractor count in the segment’s fleet.

The Company’s Flatbed Solutions segment’s depreciation and amortization expense decreased $0.4 million, or 4.3%, for the three months ended June 30, 2021 as compared to the same period in 2020 as a result of a 27.2% decrease in average tractor count in the segment’s fleet.

Administrative Expenses. Administrative expenses consists of operating lease cost for real estate, professional fees and other expenses that are not directly associated with the Company’s fleet services. Administrative expense decreased $4.5 million for the three months ended June 30, 2021 as compared to the same period in 2020 as a result of cost reduction initiatives. Administrative expenses, as a percentage of revenue, decreased 1.8% from the same period in 2020.

Taxes and Licenses. Operating taxes and licenses expense primarily represents the costs of taxes and licenses associated with the Company’s fleet of equipment and will vary according to the size of its equipment fleet. Taxes and license expense decreased $0.2 million for the three months ended June 30, 2021. Operating taxes and license expense, as a percentage of revenue, was generally consistent for the three months ended June 30, 2021 and 2020.

Insurance and Claims. Insurance and claims expense consists of insurance premiums and the accruals the Company makes for estimated payments and expenses for claims for bodily injury, property damage, cargo damage and other casualty events. The primary factor affecting the Company’s insurance and claims expense is seasonality (the Company typically experiences higher accident frequency in winter months), the frequency and severity of accidents, trends in the development factors used in its accruals and developments in large, prior-year claims. The frequency of accidents tends to increase with the miles the Company travels. Insurance and claims expense decreased 36.5% to $9.9 million during the three months ended June 30, 2021 from $15.6 million during the same period in 2020 due to decreases in insurance claims and premiums. Insurance and claims, as a percentage of revenue, decreased 1.9% for the three months ended June 30, 2021 as compared to the same period in 2020.

Restructuring Costs.  Restructuring costs of $0.1 million and $3.0 million were recognized in the three months ended June 30, 2021 and 2020, respectively. The restructuring costs in the three months ended June 30, 2020 were primarily related to Phase II of Project Synchronize and the closure of certain Aveda terminals.

Other (Income) Expense. Interest expense consists of cash interest, amortization and write-off of debt issuance costs and fees and prepayment penalties. Interest expense decreased 30.9% to $7.6 million for the three months ended June 30, 2021 from $11.0 million for the same period in 2020.  It was primarily attributable to lower interest rates on the Term Loan Facility and decreases in equipment term loan outstanding balance.  Change in fair value of warrant liability was a gain of $7.8 million for the three months ended June 30, 2021 compared to a gain of $1.1 million for the same period in 2020. The change in fair value is directly related to the fair value of the warrant liability as of each period end as calculated using Level 1 and Level 3 inputs. Other income for the three months ended June 30, 2021 was $0.4 million compared to other income of $1.1 million for the same period in 2020 related to gain on disposal of assets.

Income Tax. Income tax expense was $10.7 million for the three months ended June 30, 2021 compared to income tax expense of $2.1 million for the same period in 2020. The effective tax rate was 23.3% for the three months ended June 30, 2021, compared to 56.8% for the same period in 2020. The effective income tax rate varies from the federal statutory rate primarily due to the jurisdictional mix of earnings, combined with the unfavorable impact of nondeductible expenses, including the effect of the per diem pay structure for drivers and the change in fair value of warrant liability.

25

The following table sets forth certain operating statistics for the six months ended June 30, 2021 and 2020 as well as items derived from the Company’s consolidated statements of operations for the six months ended June 30, 2021 and 2020. Rate per mile is the period’s revenue less fuel surcharge, brokerage and logistics revenues divided by total number of company and owner-operator miles driven in the period. Revenue per tractor is the period’s revenue less fuel surcharge, brokerage and logistics revenues divided by the average number of tractors in the period, including owner-operator tractors.

	Six Months Ended June 30,
	2021						2020						Increase (Decrease)
(Dollars in millions, except Rate per mile and Revenue per tractor)	$			%			$			%			$			%
REVENUE:
Company freight	$	308.7			41.8		$	347.9			46.8		$	(39.2	)		(11.3	)
Owner operator freight		234.2			31.7			203.8			27.4			30.4			14.9
Brokerage		115.2			15.6			119.6			16.1			(4.4	)		(3.7	)
Logistics		19.2			2.6			18.9			2.5			0.3			1.6
Fuel surcharge		60.6			8.2			52.5			7.1			8.1			15.4
Total revenue		737.9			100.0			742.7			100.0			(4.8	)		(0.6	)
OPERATING EXPENSES:
Salaries, wages and employee benefits		184.1			24.9			209.8			28.2			(25.7	)		(12.2	)
Fuel		52.4			7.1			46.9			6.3			5.5			11.7
Operations and maintenance		67.6			9.2			90.9			12.2			(23.3	)		(25.6	)
Communications		2.2			0.3			1.9			0.3			0.3			15.8
Purchased freight		276.7			37.5			246.4			33.2			30.3			12.3
Administrative expenses		29.2			4.0			37.4			5.0			(8.2	)		(21.9	)
Sales and marketing		1.1			0.1			1.0			0.1			0.1			10.0
Taxes and licenses		7.7			1.0			8.5			1.1			(0.8	)		(9.4	)
Insurance and claims		26.7			3.6			30.6			4.1			(3.9	)		(12.7	)
Depreciation and amortization		44.4			6.0			49.1			6.6			(4.7	)		(9.6	)
Gain on disposition of revenue property and equipment		(7.7	)		(1.0	)		(0.8	)		(0.1	)		(6.9	)		862.5
Impairment		—			—			13.4			1.8			(13.4	)		(100.0	)
Restructuring charges		0.1			—			3.5			0.5			(3.4	)		(97.1	)
Total operating expenses		684.5			92.8			738.6			99.4			(54.1	)		(7.3	)
INCOME FROM OPERATIONS		53.4			7.2			4.1			0.6			49.3			1,202.4
Other expense:
Interest income		(0.2	)		—			(0.4	)		(0.1	)		0.2			(50.0	)
Interest expense		18.7			2.5			23.0			3.1			(4.3	)		(18.7	)
Change in fair value of warrant liability		(2.2	)		(0.3	)		(2.1	)		(0.3	)		(0.1	)		4.8
Other		(0.8	)		(0.1	)		0.1			—			(0.9	)		(900.0	)
Total other expense		15.5			2.1			20.6			2.8			(5.1	)		(24.8	)
Income before income taxes		37.9			5.1			(16.5	)		(2.2	)		54.4			(329.7	)
Income tax expense		9.9			1.3			(1.8	)		(0.2	)		11.7			(650.0	)
Net income	$	28.0			3.8		$	(14.7	)		(2.0	)	$	42.7			(290.5	)
OPERATING STATISTICS:
Company miles		116.4						130.8						(14.4	)		(11.0	)
Owner operator miles		92.6						97.4						(4.8	)		(4.9	)
Total miles (in millions)		209.0						228.2						(19.2	)		(8.4	)
Rate per mile	$	2.60					$	2.42					$	0.18			7.4
Revenue per tractor	$	111,100					$	98,000					$	13,100			13.4
Company-operated tractors, at period-end		2,715						3,137						(422	)		(13.5	)
Owner-operated tractors, at period-end		2,112						2,104						8			0.4
Number of trailers, at period-end		11,266						11,855						(589	)		(5.0	)
Company-operated tractors, average for the period		2,778						3,432						(654	)		(19.1	)
Owner-operated tractors, average for the period		2,110						2,198						(88	)		(4.0	)
Total tractors, average for the period		4,888						5,630						(742	)		(13.2	)

26

The following table sets forth certain operating statistics of the Company’s Specialized Solutions segment for the six months ended June 30, 2021 and 2020, as well as revenue, operating expenses and income (loss) from operations for the six months ended June 30, 2021 and 2020. Rate per mile is the period’s revenue less fuel surcharge, brokerage and logistics revenues divided by total number of company and owner-operator miles driven in the period. Revenue per tractor is the period’s revenue less fuel surcharge, brokerage and logistics revenues divided by the average number of tractors in the period, including owner-operator tractors.

SPECIALIZED SOLUTIONS

	Six Months Ended June 30,
	2021				2020				Increase (Decrease)
(Dollars in millions, except Rate per mile and Revenue per tractor)	$		%		$		%		$			%
REVENUE(1):
Company freight	$	221.1		54.0	$	253.7		54.9	$	(32.6	)		(12.8	)
Owner operator freight		75.3		18.4		81.0		17.5		(5.7	)		(7.0	)
Brokerage		68.1		16.6		86.0		18.6		(17.9	)		(20.8	)
Logistics		16.5		4.0		17.3		3.7		(0.8	)		(4.6	)
Fuel surcharge		28.8		7.0		23.9		5.2		4.9			20.5
Total revenue		409.8		100.0		461.9		100.0		(52.1	)		(11.3	)
OPERATING EXPENSES(1):
Salaries, wages and employee benefits		115.2		28.1		137.9		29.9		(22.7	)		(16.5	)
Fuel		35.7		8.7		29.8		6.5		5.9			19.8
Operations and maintenance		46.9		11.4		69.8		15.1		(22.9	)		(32.8	)
Purchased freight		115.5		28.2		128.5		27.8		(13.0	)		(10.1	)
Depreciation and amortization		26.2		6.4		30.1		6.5		(3.9	)		(13.0	)
Impairment		—		—		13.4		2.9		(13.4	)		(100.0	)
Restructuring		0.1		—		3.3		0.7		(3.2	)		(97.0	)
Other operating expenses		30.7		7.5		41.1		8.9		(10.4	)		(25.3	)
Total operating expenses		370.3		90.4		453.9		98.3		(83.6	)		(18.4	)
INCOME FROM OPERATIONS	$	39.5		9.6	$	8.0		1.7	$	31.5			393.8
OPERATING STATISTICS:
Company miles		76.2				78.5				(2.3	)		(2.9	)
Owner operator miles		24.1				26.1				(2.0	)		(7.7	)
Total miles (in millions)		100.3				104.6				(4.3	)		(4.1	)
Rate per mile	$	2.96			$	3.20			$	(0.24	)		(7.5	)
Revenue per tractor	$	124,000			$	116,100			$	7,900			6.8
Company-operated tractors, at period-end		1,878				1,986				(108	)		(5.4	)
Owner-operated tractors, at period-end		511				555				(44	)		(7.9	)
Number of trailers, at period-end		7,059				7,280				(221	)		(3.0	)
Company-operated tractors, average for the period		1,882				2,240				(358	)		(16.0	)
Owner-operated tractors, average for the period		509				643				(134	)		(20.8	)
Total tractors, average for the period		2,391				2,883				(492	)		(17.1	)

(1)Includes intersegment revenues and expenses, as applicable, which are eliminated in the Company’s consolidated results.

27

The following table sets forth certain operating statistics of the Company’s Flatbed Solutions segment for the six months ended June 30, 2021 and 2020, as well as revenue, operating expenses and income (loss) from operations for six months ended June 30, 2021 and 2020. Rate per mile is the period’s revenue less fuel surcharge, brokerage and logistics revenues divided by total number of company and owner-operator miles driven in the period. Revenue per tractor is the period’s revenue less fuel surcharge, brokerage and logistics revenues divided by the average number of tractors in the period, including owner-operator tractors.

FLATBED SOLUTIONS

	Six Months Ended June 30,
	2021				2020				Increase (Decrease)
(Dollars in millions, except Rate per mile and Revenue per tractor)	$		%		$		%		$			%
REVENUE(1):
Company freight	$	92.4		27.6	$	100.2		34.3	$	(7.8	)		(7.8	)
Owner operator freight		159.9		47.8		126.3		43.2		33.6			26.6
Brokerage		47.5		14.2		35.0		12.0		12.5			35.7
Logistics		2.5		0.7		1.5		0.5		1.0			66.7
Fuel surcharge		32.1		9.6		29.4		10.1		2.7			9.2
Total revenue		334.4		100.0		292.4		100.0		42.0			14.4
OPERATING EXPENSES(1):
Salaries, wages and employee benefits		57.7		17.3		64.2		22.0		(6.5	)		(10.1	)
Fuel		16.7		5.0		17.1		5.8		(0.4	)		(2.3	)
Operations and maintenance		20.8		6.2		21.0		7.2		(0.2	)		(1.0	)
Purchased freight		167.6		50.1		129.6		44.3		38.0			29.3
Depreciation and amortization		17.7		5.3		18.4		6.3		(0.7	)		(3.8	)
Restructuring		—		—		0.2		0.1		(0.2	)		(100.0	)
Other operating expenses		20.0		6.0		22.6		7.7		(2.6	)		(11.5	)
Total operating expenses		300.5		89.9		273.1		93.4		27.4			10.0
INCOME FROM OPERATIONS	$	33.9		10.1	$	19.3		6.6	$	14.6			75.6
OPERATING STATISTICS:
Company miles		40.2				52.3				(12.1	)		(23.1	)
Owner operator miles		68.5				71.3				(2.8	)		(3.9	)
Total miles (in millions)		108.7				123.6				(14.9	)		(12.1	)
Rate per mile	$	2.32			$	1.83			$	0.49			26.8
Revenue per tractor	$	101,000			$	82,500			$	18,500			22.4
Company-operated tractors, at period-end		837				1,151				(314	)		(27.3	)
Owner-operated tractors, at period-end		1,601				1,549				52			3.4
Number of trailers, at period-end		4,207				4,575				(368	)		(8.0	)
Company-operated tractors, average for the period		896				1,192				(296	)		(24.8	)
Owner-operated tractors, average for the period		1,601				1,555				46			3.0
Total tractors, average for the period		2,497				2,747				(250	)		(9.1	)

(1)Includes intersegment revenues and expenses, as applicable, which are eliminated in the Company’s consolidated results.

Revenue.  Total revenue decreased 0.6% to $737.9 million for the six months ended June 30, 2021 from $742.7 million for the same period in 2020. The exit of the Aveda operations resulted in a $51.8 million, or 7.0%, reduction in total revenue. Company freight revenue decreased $39.2 million, or 11.3%, to $308.7 million for the six months ended June 30, 2021 from $347.9 million for the same period in 2020. The decrease in company freight revenue was a result of a $31.6 million reduction due to the exit of the Aveda operations in conjunction with a 11.0% decrease in miles driven. The increase in owner operator freight revenue was a result of a 20.9% increase in rate per mile, partially offset by $8.4 million reduction due to the exit of the Aveda operations. Brokerage revenue decreased $4.4 million, or 3.7%, to $115.2 million for the six months ended June 30, 2021 from $119.6 million for the same period in 2020 due to a $11.4 million reduction due to the exit of the Aveda operations, which was offset by $7.0 million in brokerage growth in the flatbed segment. Fuel surcharge revenue increased $8.1 million, or 15.4%, to $60.6 million for the six months ended June 30, 2021 from $52.5 million for the same period in 2020 due to increased fuel costs that led to higher fuel surcharges.

The Company’s Specialized Solutions segment’s revenue decreased 11.3% to $409.8 million for the six months ended June 30, 2021 from $461.9 million for the same period in 2020. The exit of the Aveda operations resulted in a $51.8 million, or 11.2%, reduction in the Specialized Solutions segment’s revenue. The remaining decrease was primarily due to decreases in company freight and brokerage revenue.

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The decrease in total freight revenue was primarily a result of a $40.0 million reduction due to the exit of the Aveda operations. Brokerage revenue decreased $17.9 million, or 20.8%, to $68.1 million for the six months ended June 30, 2021 from $86.0 million for the same period in 2020 primarily due to a $11.4 million reduction due to the exit of the Aveda operations combined with a decrease in customer sales volumes.

The Company’s Flatbed Solutions segment’s revenue increased $42.0 million, or 14.4%, to $334.4 million for the six months ended June 30, 2021 from $292.4 million for the same period in 2020, which was primarily due to increases in owner operator freight revenue and brokerage revenue. Company freight revenue decreased $7.8 million, or 7.8%, to $92.4 million for the six months ended June 30, 2021 from $100.2 million for the same period in 2020 due to a 23.1% decrease in miles driven, partially offset by a 20.0% increase in rate per mile. Owner operator freight revenue increased $33.6 million, or 26.6%, to $159.9 million for the six months ended June 30, 2021 from $126.3 million for the same period in 2020 predominantly due to a 31.8% increase in rate per mile, partially offset by a 3.9% decrease in miles driven. Brokerage revenue increased $12.5 million, or 35.7%, to $47.5 million for the six months ended June 30, 2021 from $35.0 million for the same period in 2020 due to increase in rate. Fuel surcharge revenue increased $2.7 million, or 9.2%, to $32.1 million for the six months ended June 30, 2021 from $29.4 million for the same period in 2020 due to increased fuel costs that led to higher fuel surcharges.

Salaries, Wages and Employee Benefits. Salaries, wages and employee benefits expense, which consists of compensation for all employees, is primarily affected by the number of miles driven by Company drivers, the rate per mile paid to Company drivers, employee benefits including, but not limited to, health care and workers’ compensation, and to a lesser extent, the number of, and compensation and benefits paid to, non-driver employees. In general, the Specialized Solutions segment drivers receive a higher driver pay per total mile than Flatbed Solutions segment drivers due to the former requiring a higher level of training and expertise.

Salaries, wages and employee benefits expense decreased 12.2% to $184.1 million for the six months ended June 30, 2021 from $209.8 million for the same period in 2020. The decrease in salaries, wages and employee benefits expense was primarily due to decreased employee headcount related to Project Synchronize and driver pay due to the decrease in company miles compared to the same period in 2020. Salaries, wages and employee benefits expense, as a percentage of consolidated revenue (excluding brokerage revenue), decreased 4.1% for the six months ended June 30, 2021 as compared to the same period in 2020.

The Company’s Specialized Solutions segment had a $22.7 million, or 16.5%, decrease in salaries, wages and employee benefits expense for the six months ended June 30, 2021 compared to the same period in 2020, primarily as a result of the decreased employee headcount related to Project Synchronize and driver pay due to the decrease in company miles compared to the same period in 2020. Salaries, wages and employee benefits expense, as a percentage of Specialized Solutions revenue (excluding brokerage revenue), decreased 3.0% for the six months ended June 30, 2021 as compared to the same period in 2020.

The Company’s Flatbed Solutions segment had a $6.5 million, or 10.1%, decrease in salaries, wages and employee benefits expense for the six months ended June 30, 2021 compared to the same period in 2020, primarily as a result of the decreased employee headcount related to Project Synchronize and driver pay due to the decrease in company miles compared to the same period in 2020. Salaries, wages and employee benefits expense, as a percentage of Flatbed Solutions revenue (excluding brokerage revenue), decreased 4.8% for the six months ended June 30, 2021 as compared to the same period in 2020.

Fuel.  Fuel expense consists primarily of diesel fuel expense for company-owned tractors and fuel taxes. The primary factors affecting fuel expense are the cost of diesel fuel, the miles per gallon realized with company equipment and the number of miles driven by Company drivers.

Total fuel expense increased $5.5 million, or 11.7%, to $52.4 million for the six months ended June 30, 2021 from $46.9 million for the same period in 2020. This increase was primarily due to a 15.3% increase in fuel price, partially offset by a 11.0% decrease in Company miles driven. The U.S. national average diesel fuel price, as published by the U.S. Department of Energy, was $3.062 for the six months ended June 30, 2021, compared to $2.656 for the same period in 2020.

The Company’s Specialized Solutions segment’s fuel expense increased 19.8% to $35.7 million for the six months ended June 30, 2021 from $29.8 million for the same period in 2020, primarily as a result of increase in fuel price mentioned above, partially offset by a 2.9% decrease in Company miles driven for the six months ended June 30, 2021 as compared to the same period in 2020.

The Company’s Flatbed Solutions segment’s fuel expense decreased 2.3% to $16.7 million for the six months ended June 30, 2021 from $17.1 million for the same period in 2020, primarily as a result of a 23.1% decrease in Company miles driven for the six months ended June 30, 2021 as compared to the same period in 2020, partially offset by the increase in fuel price mentioned above.

Operations and Maintenance. Operations and maintenance expense consists primarily of ordinary vehicle repairs and maintenance, costs associated with preparing tractors and trailers for sale or trade-in, driver recruiting, training and safety costs, permitting and pilot car fees and other general operations expenses. Operations and maintenance expense is primarily affected by the age of company-owned tractors and trailers, the number of miles driven in a period and driver turnover.

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Operations and maintenance expense decreased 25.6% to $67.6 million for the six months ended June 30, 2021 from $90.9 million for the same period in 2020 due to a decrease of $3.7 million in maintenance costs such as repairs and tires, $15.0 million in operation costs such as pilot car and permit fees, and $4.6 million in other operations expenses. Operations and maintenance expense, as a percentage of consolidated revenue (excluding brokerage revenue), decreased 3.7% for the six months ended June 30, 2021 as compared to the same period in 2020.

The Company’s Specialized Solutions segment’s operations and maintenance expense decreased $22.9 million, or 32.8%, for the six months ended June 30, 2021 as compared to the same period in 2020 as a result of a decrease of $3.7 million in maintenance expense such as repairs, washes and tires due to a reduction of tractors and trailers in the Company’s fleet, a decrease of $15.1 million in operation costs such as pilot car and permit fees and a decrease of $4.1 million in other operations expenses. Operations and maintenance expense, as a percentage of Specialized Solutions revenue (excluding brokerage revenue), decreased 4.9% for the six months ended June 30, 2021 as compared to the same period in 2020.

The Company’s Flatbed Solutions segment’s operations and maintenance expense decreased $0.2 million, or 1.0%, for the six months ended June 30, 2021 as compared to the same period in 2020. Operations and maintenance expense, as a percentage of Flatbed Solutions revenue (excluding brokerage revenue), decreased 1.0% for the six months ended June 30, 2021 as compared to the same period in 2020.

Purchased Freight. Purchased freight expense consists of the payments to owner-operators, including fuel surcharge reimbursements, and payments to third-party capacity providers that haul loads brokered to them. Purchased freight expense generally takes into account changes in diesel fuel prices, resulting in lower payments during periods of declining fuel prices.

Total purchased freight expense increased $30.3 million, or 12.3%, to $276.7 million during the six months ended June 30, 2021 from $246.4 million during the same period in 2020. Purchased freight expense from owner-operators increased 16.3% to $193.2 million during the six months ended June 30, 2021 from $166.1 million during the same period in 2020 as a result of a 20.9% increase in rate, partially offset by a 4.9% decrease in owner operator miles driven. Purchased freight expense from third-party capacity providers increased 4.0% to $83.5 million during the six months ended June 30, 2021 from $80.3 million during the same period in 2020, as a result of an increase in utilization of third-party capacity providers. Purchased freight expense, as a percentage of consolidated revenue, for the six months ended June 30, 2021, increased 4.3% for the as compared to the same period in 2020.

The Company’s Specialized Solutions segment’s purchased freight expense decreased 10.1% to $115.5 million during the six months ended June 30, 2021 from $128.5 million during the same period in 2020. Purchased freight expense from owner-operators decreased 1.9% to $57.9 million during the six months ended June 30, 2021 from $59.0 million during the same period in 2020, as a result of a 7.7% decrease in owner operator miles driven, offset by a 0.7% increase in rate. Purchased freight expense from third-party capacity providers decreased 17.1% to $57.6 million during the six months ended June 30, 2021 from $69.5 million during the same period in 2020, as a result of a decrease in utilization of third-party capacity providers. Purchased freight expense, as a percentage of Specialized Solutions revenue, for the six months ended June 30, 2021, increased 0.4% as compared to the same period in 2020.

The Company’s Flatbed Solutions segment’s purchased freight expense increased 29.3% to $167.6 million for the six months ended June 30, 2021 from $129.6 million for the same period in 2020. Purchased freight expense from owner-operators increased 26.2% to $135.2 million for the six months ended June 30, 2021 from $107.1 million for the same period in 2020, as a result of a 31.8% increase in owner operators’ rate. Purchased freight expense from third-party capacity providers increased 44.0% to $32.4 million during the six months ended June 30, 2021 from $22.5 million during the same period in 2020, primarily as a result of increased utilization of third-party capacity providers. Purchased freight expense, as a percentage of Flatbed Solutions revenue, for the six months ended June 30, 2021, increased 5.8% as compared to the same period in 2020.

Depreciation and Amortization. Depreciation and amortization expense consists primarily of depreciation for company-owned tractors and trailers and amortization of those financed with finance leases. The primary factors affecting these expense items include the size and age of company-owned tractors and trailers and the cost of new equipment. Amortization of intangible assets is also included in this expense.

Depreciation and amortization expense decreased $4.7 million, or 9.6%, to $44.4 million during the six months ended June 30, 2021 from $49.1 million during the same period in 2020 as a result of a 19.1% decrease in average tractor count in the Company’s fleet.

The Company’s Specialized Solutions segment’s depreciation and amortization expense decreased $3.9 million, or 13.0%, for the six months ended June 30, 2021 as compared to the same period in 2020 as a result of a 16.0% decrease in average tractor count in the segment’s fleet.

The Company’s Flatbed Solutions segment’s depreciation and amortization expense decreased $0.7 million, or 3.8%, for the six months ended June 30, 2021 as compared to the same period in 2020 as a result of a 24.8% decrease in average tractor count in the segment’s fleet.

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Administrative Expenses. Administrative expenses consists of operating lease cost for real estate, professional fees and other expenses that are not directly associated with the Company’s fleet services. Administrative expense decreased $8.2 million for the six months ended June 30, 2021 as compared to the same period in 2020 as a result of cost reduction initiatives. Administrative expenses, as a percentage of revenue, decreased 1.0% from the same period in 2020.

Taxes and Licenses. Operating taxes and licenses expense primarily represents the costs of taxes and licenses associated with the Company’s fleet of equipment and will vary according to the size of its equipment fleet. Taxes and license expense decreased $0.8 million for the six months ended June 30, 2021. Operating taxes and license expense, as a percentage of revenue, was generally consistent for the six months ended June 30, 2021 and 2020.

Insurance and Claims. Insurance and claims expense consists of insurance premiums and the accruals the Company makes for estimated payments and expenses for claims for bodily injury, property damage, cargo damage and other casualty events. The primary factor affecting the Company’s insurance and claims expense is seasonality (the Company typically experiences higher accident frequency in winter months), the frequency and severity of accidents, trends in the development factors used in its accruals and developments in large, prior-year claims. The frequency of accidents tends to increase with the miles the Company travels. Insurance and claims expense decreased 12.7% to $26.7 million during the six months ended June 30, 2021 from $30.6 million during the same period in 2020 due to decreases in insurance claims and premiums. Insurance and claims, as a percentage of revenue, decreased 0.5% for the six months ended June 30, 2021 as compared to the same period in 2020.

Impairment.  No impairment expense was recognized during the six months ended June 30, 2021. As a result of the then-planned divestiture of Aveda, impairment charges of $13.4 million were recorded for the same period in 2020 consisting of property and equipment of $4.0 million, right-of-use assets of $3.2 million and tradename intangible assets of $6.2 million.

Restructuring Costs.  Restructuring costs of $0.1 million were recognized in the six months ended June 30, 2021, compared to $3.5 million in the same period of 2020. The restructuring costs in the six months ended June 30, 2020 was primarily related to Phase I and II of Project Synchronize, and the closure of certain Aveda terminals.

Other (Income) Expense. Interest expense consists of cash interest, amortization and write-off of related issuance costs and fees and prepayment penalties. Interest expense decreased 18.7% to $18.7 million for the six months ended June 30, 2021 from $23.0 million for the same period in 2020. This decrease was primarily attributable to lower interest rates on the Term Loan Facility and decreases in equipment term loan outstanding balance.  Change in fair value of warrant liability was a gain of $2.2 million for the six months ended June 30, 2021 compared to a gain of $2.1 million for the same period in 2020. The change in fair value is directly related to the fair value of the warrant liability as of each period end as calculated using Level 1 and Level 3 inputs. In addition, for the six months ended June 30, 2021, there was $1.5 million included in interest expense related to the write-off of unamortized debt issuance costs associated with the extinguishment of certain lenders in the debt refinancing. Other income for the six months ended June 30, 2021 was $0.8 million compared to other expense of $0.1 million for the same period in 2020 and related to gain or loss on disposal of non-revenue assets.

Income Tax. Income tax expense was $9.9 million for the six months ended June 30, 2021 compared to income tax benefit of $1.8 million for the same period in 2020. The effective tax rate was 26.1% for the six months ended June 30, 2021, compared to 10.9% for the same period in 2020. The effective income tax rate varies from the federal statutory rate primarily due to the jurisdictional mix of earnings, combined with the unfavorable impact of nondeductible expenses, including the effect of the per diem pay structure for drivers and the change in fair value of warrant liability.

Liquidity, Capital Resources and Capital Requirements

The Company had the following sources of liquidity available at June 30, 2021 and December 31, 2020.

(Dollars in millions)	June 30, 2021		December 31, 2020
Cash	$	111.7	$	176.2
Availability under line of credit		119.3		83.2
Total	$	231.0	$	259.4

The Company’s primary sources of liquidity have been provided by operations, issuances of capital stock and borrowings under its credit facilities. Cash decreased by $64.5 million at June 30, 2021 as compared to December 31, 2020. This decrease primarily resulted from $130.9 million in net cash used in financing activities, partially offset by $58.1 million in net cash provided by operating activities. See below for more information. As of June 30, 2021, the Company had no borrowings, $23.7 million in letters of credit outstanding, and could incur approximately $119.3 million of additional indebtedness under the ABL Facility.

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The Company’s business requires substantial amounts of cash for operating expenses, including salaries and wages paid to employees, contract payments to independent contractors, insurance and claims payments, tax payments, and others. On March 22, 2021, the Company’s Board of Directors authorized the repurchase of up to three million shares of the Company’s common stock, of which 1,517,623 shares have been repurchased by the Company for approximately $10.5 million in cash through June 30, 2021. The Company also uses large amounts of cash and credit for capital expenditures.

Capital Expenditures

The Company follows a dual strategy of both owning assets and employing asset-light activities, the latter of which reduces the capital expenditures required to operate the business. Asset-light activities are conducted utilizing tractors and trailers provided by owner-operators and third-party carriers for significant portions of our flatbed and specialized services. Company-owned asset expenditures require substantial cash and financing (including finance and operating leases) to maintain a modern tractor fleet, refresh the trailer fleet, fund replacement and or growth in the revenue equipment fleet, and for the acquisition of real property and improvements to existing terminals and facilities.

Total capital expenditures for the six months ended June 30, 2021 and 2020 are shown below:

	Six Months Ended June 30,
(Dollars in millions)	2021			2020
Net cash capital receipts	$	(8.6	)	$	(21.5	)
Financed capital expenditures		29.2			30.0
Property and equipment purchases and sales	$	20.6		$	8.5

Property and equipment purchases and sales increased primarily due to a decrease in net cash capital receipts which resulted from fewer sales of equipment compared to the prior period.

Additionally, the Company entered into operating leases for revenue equipment with terms of 2 to 5 years and real property with terms of 3 to 7 years having asset values at lease inception of $12.5 million and $4.0 million, respectively, for the six months ended June 30, 2021.

Material Debt

Overview

As of June 30, 2021, the Company had the following material debt:

the Term Loan Facility and the ABL Facility;

secured equipment loans and finance lease agreements; and

bank mortgage secured by real estate.

The amounts outstanding under such agreements, excluding financing fees, were as follows as of June 30, 2021 (in millions):

Term Loan Facility	$	399.0
Mortgages		2.4
Equipment term loans		161.2
Finance lease obligations		31.8
Total long-term debt and finance leases		594.4
Less: current portion		(55.4	)
Long-term debt and finance leases obligations, less current portion	$	539.0

ABL and Term Loan Facilities and Equipment Financing Agreements

As of June 30, 2021, the Company has (i) a $400.0 million senior secured term loan credit facility, and (ii) an asset-based senior secured revolving credit facility with an aggregate maximum credit amount equal to $150.0 million (that may be increased to $200.0 million, subject to availability under a borrowing base). See Note 6 of Notes to Consolidated Financial Statements for more information regarding the Term Loan Facility and the ABL Facility, including the March 9, 2021 Term Loan refinancing and the April 29, 2021 ABL Amendment.  

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The Company had $161.2 million of term loans and $31.8 million of finance leases collateralized primarily by revenue equipment, with terms of 48 to 60 months. Certain of the 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 ABL Facility) and transfers of assets.

The Company believes it can finance its expected cash needs, including debt repayment, in the short-term with cash flows from operations and borrowings available under the ABL Facility. The Company expects that the ABL Facility will provide sufficient credit availability to support its ongoing operations, fund debt service requirements, capital expenditures, and working capital needs. Over the long-term, the Company will continue to have significant capital requirements, and expects to devote substantial financial resources to grow its operations and fund its acquisition activities. As a result of these funding requirements, the Company may need to sell additional equity or debt securities or seek additional financing through additional borrowings, lease financing or equity capital, though it is not likely that the Company will issue any common stock in the near term. The availability of financing or equity capital will depend upon the Company’s financial condition and results of operations as well as prevailing market conditions. If such additional borrowings, lease financing or equity capital is not available at the time it needs to incur such expenditures, the Company may be required to extend the maturity of then outstanding indebtedness, rely on alternative financing arrangements or engage in asset sales.

Letters of credit – Under the terms of the ABL Facility, lenders may issue up to $40 million of standby letters of credit on our behalf.  Outstanding letters of credit reduce the availability on the $150 million ABL Facility.  Standby letters of credit are generally issued for the benefit of regulatory authorities, insurance companies and state departments of insurance for the purpose of satisfying certain collateral requirements, primarily related to automobile, workers’ compensation, and general insurance liabilities.

Off-Balance Sheet Arrangements

Information about the Company’s standby letters of credit is included in Note 6 of the Notes to Consolidated Financial Statements included herein. See also Liquidity and Capital Resources above.

Cash Flows

The Company’s summary statements of cash flows information for the six months ended June 30, 2021 and 2020 is set forth in the table below:

	Six Months Ended June 30,
(Dollars in millions)	2021			2020
Net cash provided by operating activities	$	58.1		$	82.9
Net cash provided by investing activities	$	8.6		$	21.5
Net cash used in financing activities	$	(130.9	)	$	(43.3	)

Operating Activities. Cash provided by operating activities was $58.1 million during the six months ended June 30, 2021 and consisted of $28.0 million of net income plus $48.6 million of non-cash items, consisting primarily of depreciation, amortization, non-cash operating lease expense, change in fair value of warrant liability and stock-based compensation, plus $18.5 million of net cash used in working capital and other activities. Cash used in working capital and other activities during the six months ended June 30, 2021 reflect a $1.1 million decrease in other current assets, $0.6 million decrease in drivers’ advances and other receivables, and a decrease of $0.3 million in accounts payable, partially offset by an increase of $34.8 million in accounts receivable and a $14.9 million increase in accrued expenses and other liabilities. 

The $24.8 million decrease in cash provided by operating activities during the six months ended June 30, 2021, as compared with the six months ended June 30, 2020, was the result of a $42.7 million improvement in net income, reduced by decreases of $13.4 million in impairment, $6.9 million increase in gain on disposition of property and equipment, $4.6 million in depreciation, $3.5 million in non-cash operating lease expense, $1.6 million in bad debt expense, $1.0 million in amortization of deferred financing fees, $0.1 million in amortization of intangible assets, and $0.1 million in change in fair value of warrant liability, increased by $11.6 million in deferred taxes, $1.1 million in write-off of deferred financing fees and $0.6 million in stock-based compensation expense. Net cash used in working capital decreased $24.8 million.

Investing Activities. Cash flows from investing activities decreased from $21.5 million provided by investing activities for the three months ended June 30, 2020 to $8.6 million provided by investing activities for the six months ended June 30, 2021 reflecting an increase of $3.1

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million in cash equipment purchases and an decrease of $9.8 million in cash receipts from sales of revenue equipment for the six months ended June 30, 2021.

Total net cash capital expenditures (receipts) for the six months ended June 30, 2021 and 2020 are shown below:

	Six Months Ended June 30,
(Dollars in millions)	2021			2020
Revenue equipment (tractors, trailers and trailer accessories)	$	15.2		$	13.9
Buildings and building improvements		0.3			0.6
Other		2.5			0.4
Total cash capital expenditures		18.0			14.9
Less: Proceeds from sales of property and equipment		26.6			36.4
Net cash capital expenditures (receipts)	$	(8.6	)	$	(21.5	)

Financing Activities. Cash flows from financing activities changed from $43.3 million used in financing activities for the six months ended June 30, 2020 to $130.9 million used in financing activities for the six months ended June 30, 2021. This change was primarily a result of net debt payments of $77.5 million and $10.5 million in repurchases of common stock.

Inflation

Inflation can have an impact on the Company’s operating costs. A prolonged period of inflation could cause interest rates, fuel, wages and other costs to increase, which would adversely affect the Company’s results of operations unless freight rates correspondingly increase. The Company attempts to limit the effects of inflation through increases in freight rates, certain cost control efforts and limiting the effects of fuel prices through fuel surcharges and measures intended to reduce the consumption of fuel. Over the past three fiscal years, the effect of inflation has been immaterial.

Seasonality

In the transportation industry, results of operations generally show a seasonal pattern. The Company’s productivity decreases during the winter season because inclement weather impedes operations, end-users reduce their activity and certain shippers reduce their shipments during winter. At the same time, operating expenses increase and fuel efficiency decreases because of engine idling and harsh weather creating higher accident frequency, increased claims and higher equipment repair expenditures. The Company also may suffer from weather-related or other events such as tornadoes, hurricanes, blizzards, ice storms, floods, fires, earthquakes and explosions. These events may disrupt fuel supplies, increase fuel costs, disrupt freight shipments or routes, affect regional economies, destroy the Company’s assets, increase insurance costs or adversely affect the business or financial condition of its customers, any of which could adversely affect the Company’s results of operations or make such results more volatile.

Critical Accounting Policies

The Company’s significant accounting policies are described in Note 1 of Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K/A filed on May 6, 2021. The Company considers certain of these accounting policies to be “critical” to the portrayal of the Company’s financial position and results of operations, as they require the application of significant judgment by management. As a result, they are subject to an inherent degree of uncertainty. The Company identifies and discusses these “critical” accounting policies in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Company’s Annual Report on Form 10-K/A filed on May 6, 2021. Management bases its estimates and judgments on historical experience and on various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. On an ongoing basis, management evaluates its estimates and judgments, including those considered “critical.” Management has discussed the development, selection and evaluation of accounting estimates, including those deemed “critical,” and the associated disclosures in this Quarterly Report on Form 10-Q with the Audit Committee of the Company’s board of directors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in the Company’s market risk since December 31, 2020. For further information on the Company’s market risk, refer to “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in the Company’s Annual Report on Form 10-K/A filed on May 6, 2021.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s management conducted an evaluation, under the supervision and with the participation of the principal executive and principal financial officers, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities and Exchange Act of 1934 (the Exchange Act)). Based on this evaluation, the principal executive and principal financial officers concluded our disclosure controls and procedures were not effective as of June 30, 2021 due to material weaknesses in internal control over financial reporting that were disclosed in our Amendment No. 2 to our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020. 

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the three months ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company and its subsidiaries are involved in litigation and claims primarily arising in the normal course of business, which include claims for personal injury or property damage incurred in the transportation of freight. Based on its knowledge of the facts and, in certain cases, advice of outside counsel, the Company believes the resolution of claims and pending litigation will not have a material adverse effect on the Company’s financial position, results of operations or cash flows, and the Company and its subsidiaries are not currently a party to, nor is their property currently subject to, any material legal proceedings other than ordinary routine litigation incidental to the business, and we are not aware of any such proceedings contemplated by governmental authorities.

Item 1A. Risk Factors

There have been no material changes in the risks facing the Company as described in Amendment No. 2 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about our repurchases of Common Stock during the three months ended June 30, 2021:

ISSUER PURCHASES OF EQUITY SECURITIES

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)		Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs(1)
04/01/2021 to 04/30/2021		—	$	—		—		3,000,000
05/01/2021 to 05/31/2021		452,793	$	6.74		452,793		2,547,207
06/01/2021 to 06/30/2021		1,064,830	$	7.04		1,064,830		1,482,377
Total		1,517,623	$	6.95		1,517,623

(1)On March 22, 2021, we announced that our Board of Directors approved a stock repurchase program (the Stock Repurchase Program) pursuant to which the Company is authorized to repurchase up to three million shares of our common stock, par value $0.0001 per share (Common Stock). Repurchases under the Stock Repurchase Program may be made, from time to time, in amounts and at prices the Company deems appropriate. The Stock Repurchase Program is effective until all shares have been repurchased under the Stock Repurchase Program or, if earlier, until our Board of Directors suspends or discontinues the Stock Repurchase Program, which could occur at any time without prior notice. As of June 30, 2021, 1,517,623 shares of Common Stock have been repurchased under the Stock Repurchase Program. As of July 30, 2021, all 3,000,000 shares of Common Stock have been repurchased under the Stock Repurchase Program and no additional shares may be repurchased under the Stock Repurchase Program.

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Item 6. Exhibits

EXHIBIT INDEX

Exhibit No.	Exhibit
3.1	Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the registrant on March 3, 2017).
3.2	Charter Amendment to Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q filed by the registrant on August 6, 2020).
3.3	By-Laws (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the registrant on May 25, 2018).
3.4	First Amendment to the By-Laws of Daseke, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the registrant on August 18, 2020).
3.5	Certificate of Designations, Preferences, Rights and Limitations of 7.625% Series A Convertible Cumulative Preferred Stock (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed by the registrant on March 3, 2017).
10.1+	Fifth Amendment to Fifth Amended and Restated Revolving Credit and Security Agreement, dated April 29, 2021, by and among the registrant, Daseke Companies, Inc. and each of the registrant’s other subsidiaries party thereto, the financial institutions party thereto as lenders and PNC Bank, National Association, as agent for the lenders (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed by the registrant on April 30, 2021).
10.2*	Daseke, Inc. 2017 Omnibus Incentive Plan, as amended and restated on June 18, 2021.
10.3*	Form of Restricted Stock Unit Award Agreement of the registrant.
10.4*	Form of Performance Stock Unit Award Agreement of the registrant.
10.5*	Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) of the registrant.
31.1*	Chief Executive Officer certification under Section 302 of Sarbanes-Oxley Act of 2002.
31.2*	Chief Financial Officer certification under Section 302 of Sarbanes-Oxley Act of 2002.
32.1**	Chief Executive Officer certification under Section 906 of Sarbanes-Oxley Act of 2002.
32.2**	Chief Financial Officer certification under Section 906 of Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Inline Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Filed herewith.
**	Furnished herewith.
+	Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules and attachments upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules and attachments so furnished.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 3, 2021	DASEKE, INC.
	By:	/s/ Jason Bates
	Name:	Jason Bates
	Title:	Chief Financial Officer

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EX-10.2

Exhibit 10.2

DASEKE, INC.
2017 OMNIBUS INCENTIVE PLAN

(As Amended and Restated on June 18, 2021)

Section 1.            Purpose. The purpose of this Daseke, Inc. 2017 Omnibus Incentive Plan is to promote the interests of Daseke, Inc. and its stockholders by (a) attracting and retaining employees and directors of, and certain consultants to, the Company and its Affiliates; (b) motivating such individuals by means of performance-related incentives to achieve longer-range performance goals; and/or (c) enabling such individuals to participate in the long-term growth and financial success of the Company. The Plan as set forth herein constitutes an amendment and restatement of the Daseke, Inc. 2017 Omnibus Incentive Plan as originally adopted by the Board and approved by the stockholders of the Company on February 27, 2017, and subsequently amended and restated on May 26, 2017, and amended on September 10, 2019 (the “Prior Plan”). The Plan shall supersede and replace in its entirety the Prior Plan, subject to approval of the Plan by the stockholders of the Company.

Section 2.         Definitions. As used in the Plan, the following terms shall have the meanings set forth below:

“Affiliate” shall mean any entity (i) that, directly or indirectly, is controlled by, controls or is under common control with, the Company or (ii) in which the Company has a significant equity interest, in either case as determined by the Committee.

“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Performance Award, Other Stock-Based Award or Performance Compensation Award made or granted from time to time hereunder.

“Award Agreement” shall mean any written agreement, contract, or other instrument or document evidencing any Award, which may, but need not, be executed or acknowledged by a Participant. An Award Agreement may be in an electronic medium, may be limited to notation on the books and records of the Company and, unless otherwise determined by the Committee, need not be signed by a representative of the Company.

“Board” shall mean the Board of Directors of the Company.

“Cause” as a reason for a Participant’s termination of employment or service shall have the meaning assigned such term in the employment, severance or similar agreement, if any, between the Participant and the Company or an Affiliate. If the Participant is not a party to an employment, severance or similar agreement with the Company or an Affiliate in which such term is defined, then unless otherwise defined in the applicable Award Agreement, “Cause” shall mean (i) persistent neglect or negligence in the performance of the Participant’s duties; (ii) conviction (including pleas of guilty or no contest) for any act of fraud, misappropriation or embezzlement, or for any criminal offense related to the Company, any of its subsidiaries or the Participant’s service; (iii) any deliberate and material breach of fiduciary duty to the Company or its subsidiaries, or any other conduct that leads to the material damage or prejudice of the Company or any of its subsidiaries; or (iv) a material breach of a policy of the Company or its subsidiaries, such as the Company’s code of conduct. Notwithstanding any foregoing term or condition of this definition of Cause, with respect to any Participant who is a non-employee member of the Board or the board of directors of an Affiliate, “Cause” shall mean an act or failure to act that constitutes cause for removal of a director under applicable Delaware law.

“Change in Control” shall mean the occurrence of any of the following events:

(a)          the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the then-outstanding securities entitled to vote generally in the election of members of the Board (the “Voting Power”) at such time; provided that the following acquisitions shall not constitute a Change in Control: (i) any such acquisition directly from the Company; (ii) any such acquisition by the Company; (iii) any such acquisition by any employee benefit

plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries; or (iv) any such acquisition pursuant to a transaction that complies with clauses (i), (ii) and (iii) of paragraph (c) below; or

(b)        individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, that any individual becoming a director subsequent to the Effective Date, whose election, or nomination for election by the Company’s stockholders, was approved by a vote of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual was a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of or in connection with an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(c)          consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners of the Voting Power immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership immediately prior to such Business Combination of the securities representing the Voting Power, (ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) sponsored or maintained by the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination, or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or the action of the Board providing for such Business Combination; or

(d)         approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award which provides for the deferral of compensation that is subject to Section 409A of the Code, then, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction or event described in paragraph (a), (b), (c) or (d) above, with respect to such Award, shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5).

“Change in Control Price” shall mean the amount determined in the following clause (i), (ii), (iii), (iv) or (v), whichever the Committee determines is applicable, as follows: (i) the price per share offered to holders of Shares in any merger or consolidation, (ii) the per share Fair Market Value of the Shares immediately before the Change in Control or other event without regard to assets sold in the Change in Control or other event and assuming the Company has received the consideration paid for the assets in the case of a sale of the assets, (iii) the amount distributed per Share in a dissolution transaction, (iv) the price per share offered to holders of Shares in any tender offer or exchange offer whereby a Change in Control or other event takes place, or (v) if such Change in Control or other event occurs other than pursuant to a transaction described in the foregoing clauses (i), (ii), (iii) or (iv), the value per share of the Shares that may otherwise be obtained with respect to such Awards or to which such Awards track, as determined by the Committee as of the date determined by the Committee to be the date of cancellation and surrender of such Awards. In the event that the consideration offered to stockholders of the Company in any transaction described in this paragraph or in Section 13 consists of anything other than cash, the Committee shall determine the

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fair cash equivalent of the portion of the consideration offered which is other than cash and such determination shall be binding on all affected Participants to the extent applicable to Awards held by such Participants.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Committee” shall mean the Compensation Committee of the Board (or its successor(s)), or any other committee of the Board designated by the Board to administer the Plan and composed of not less than two directors, each of whom is intended to be a “Non-Employee Director” (within the meaning of Rule 16b-3) to the extent Rule 16b-3 is applicable to the Company and the Plan.

“Company” shall mean Daseke, Inc. together with any successor thereto.

“Consultant” shall mean any person, but not including an employee or non-employee Director, who is engaged by the Company or any Affiliate of the Company to render services and is compensated for such services.

“Disability” shall mean a physical or mental disability or infirmity that prevents the performance by the Participant of his or her duties lasting (or likely to last, based on competent medical evidence presented to the Company) for a continuous period of six months or longer.

“Effective Date” shall have the definition as set forth in Section 18(a) of the Plan.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Fair Market Value” shall mean (i) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee and (ii) with respect to Shares, as of any date, either (a) the closing sale price (excluding any “after hours” trading) of the Shares on the date of grant or the date of calculation, as the case may be, on the stock exchange or over the counter market on which the Shares are principally trading on such date (or on the last preceding trading date if Shares were not traded on such date) if the Shares are readily tradable on a national securities exchange or other market system, or (b) the amount determined in good faith by the Committee as the fair market value of the Shares on such date.

“Incentive Stock Option” shall mean a right to purchase Shares from the Company that is granted under Section 6 of the Plan and that is designated as an “incentive stock option” and is intended to meet the requirements of Section 422 of the Code or any successor provision thereto. Incentive Stock Options may be granted only to Participants who meet the definition of “employees” under Section 3401(c) of the Code.

“Involuntary Termination” shall mean termination by the Company of a Participant’s employment or service by the Company without Cause. For avoidance of doubt, an Involuntary Termination shall not include a termination of the Participant’s employment or service by the Company for Cause or due to the Participant’s death, Disability or voluntary resignation.

“Negative Discretion” shall mean the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce the size of a Performance Compensation Award. By way of example and not by way of limitation, in no event shall any discretionary authority granted to the Committee by the Plan including, but not limited to, Negative Discretion, be used to (a) grant or provide payment in respect of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained or (b) increase a Performance Compensation Award above the maximum amount payable under Section 4(a), Section 11(d)(ii) and/or Section 11(e) of the Plan.

“Non-Qualified Stock Option” shall mean a right to purchase Shares from the Company that is granted under Section 6 of the Plan and that is not intended to be an Incentive Stock Option or does not meet the requirements of Section 422 of the Code or any successor provision thereto.

“Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option.

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“Other Stock-Based Award” shall mean any right granted under Section 10 of the Plan.

“Participant” shall mean any employee of, or Consultant to, the Company or its Affiliates, or non-employee director who is a member of the Board or the board of directors of an Affiliate, eligible for an Award under Section 5 of the Plan and selected by the Committee, or its designee, to receive an Award under the Plan.

“Performance Award” shall mean any right granted under Section 9 of the Plan.

“Performance Compensation Award” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to Section 11 of the Plan.

“Performance Criteria” shall mean the measurable criterion or criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period with respect to certain performance-based Awards under the Plan, including, but not limited to, Performance Compensation Awards. Performance Criteria may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or of one or more of the subsidiaries, divisions, departments, regions, functions or other organizational units within the Company or its Affiliates. The Performance Criteria may be made relative to the performance of other companies or subsidiaries, divisions, departments, regions, functions or other organizational units within such other companies, and may be made relative to an index or one or more of the performance criteria themselves. The Committee may grant performance-based Awards subject to Performance Criteria that are either Performance Compensation Awards or are not Performance Compensation Awards. The Performance Criteria that will be used to establish the Performance Goal(s) for Performance Compensation Awards shall be based on one or more, or a combination of, the following: (i) return on net assets; (ii) pretax income before allocation of corporate overhead and bonus; (iii) budget; (iv) net, gross, or operating income (before or after taxes); (v) return on equity or stockholders’ equity; (vi) return on assets; (vii) return on capital or invested capital; (viii) revenue, net revenue, gross revenue, or product revenue; (ix) profit margin; (x) earnings per Share, cash earnings per Share, diluted earnings per Share, annual cash adjusted earnings per Share growth; (xi) net earnings; (xii) operating earnings; (xiii) free cash flow; (xiv) attainment of strategic goals relating to mergers and acquisitions; (xv) appreciation in and/or maintenance of the price of the Shares or any other publicly-traded securities of the Company; (xvi) sales or market share; (xvii) gross profits; (xviii) earnings before interest and taxes; (xix) earnings or adjusted earnings before interest, taxes, depreciation and amortization; (xx) operating expenses or reduction in operating expenses; (xxi) capital expenses; (xxii) enterprise value; (xxiii) equity market capitalization; (xxiv) economic value-added models and comparisons with various stock market indices; (xxv) operating ratio; (xxvi) employee turnover; (xxvii) Compliance, Safety, and Accountability (CSA) scores; (xxviii) reductions in costs; (xxix) gross profit return on investment; (xxx) gross margin return on investment; (xxxi) gross margin; (xxxii) operating margin; (xxxiii) working capital; (xxxiv) net recurring revenues; (xxxv) revenue growth; (xxxvi) annual recurring revenues; (xxxvii) recurring revenues; (xxxviii) license revenues; (xxxix) total stockholder return or total stockholder return positioning within a comparator group; (xl) specified objectives with regard to limiting the level of increase in all or a portion of the Company’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Company, which may be calculated net of cash balances and other offsets and adjustments; (xli) growth in the value of an investment in Shares assuming the reinvestment of dividends; (xlii) adjusted net income or income per Share or adjusted cash net income per Share; (xliii) volume, volume growth or in-year volume; (xliv) merchant or distribution partner account production; (xlv) new merchant locations or new merchant locations using a particular product; (xlvi) calculated attrition; (xlvii) goals based on product performance; (xlviii) environment, social and corporate governance (ESG) goals; (xlix) Fair Market Value or annual Share price growth; or (l) individual Participant goals.

“Performance Formula” shall mean, for a Performance Period, one or more objective formulas applied against the relevant Performance Goal to determine, with regard to a performance-based Award (including, but not limited to, a Performance Compensation Award) of a particular Participant, whether all, some portion but less than all, or none of the performance-based Award has been earned for the Performance Period.

“Performance Goals” shall mean, for a Performance Period, one or more goals established by the Committee for the Performance Period based upon the Performance Criteria. The Committee is authorized at any time during the first 90 days of a Performance Period, or at any time thereafter, in its sole discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period in order to prevent the dilution or enlargement of the rights of Participants, (a) in the event of, or in anticipation of, any unusual, infrequently occurring or extraordinary corporate

4

item, transaction, event or development affecting the Company; or (b) in recognition of, or in anticipation of, any other unusual, infrequently occurring or nonrecurring events affecting the Company, or the financial statements of the Company, or in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions.

“Performance Period” shall mean the one or more periods of time of at least one year in duration, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a performance-based Award, including, but not limited to, a Performance Compensation Award.

“Person” shall mean any individual, corporation, partnership, association, limited liability company, joint-stock company, trust, unincorporated organization, government or political subdivision.

“Plan” shall mean this Daseke, Inc. 2017 Omnibus Incentive Plan, as amended from time to time.

“Restricted Stock” shall mean any Share granted under Section 8 of the Plan.

“Restricted Stock Unit” shall mean any unit granted under Section 8 of the Plan.

“Rule 16b-3” shall mean Rule 16b-3 as promulgated and interpreted by the SEC under the Exchange Act, or any successor rule or regulation thereto as in effect from time to time.

“SEC” shall mean the Securities and Exchange Commission or any successor thereto, and shall include the Staff thereof.

“Shares” shall mean the common stock of the Company, par value $0.0001 per share, or such other securities of the Company (i) into which such common stock shall be changed by reason of a recapitalization, merger, consolidation, split-up, combination, exchange of shares or other similar transaction, or (ii) as may be determined by the Committee pursuant to Section 4(b) of the Plan.

“Stock Appreciation Right” shall mean any right granted under Section 7 of the Plan.

“Substitute Awards” shall mean any Awards granted under Section 4(c) of the Plan.

Section 3.             Administration.

(a)       The Plan shall be administered by the Committee. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant and designate those Awards which shall constitute Performance Compensation Awards; (iii) determine the number of Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine in the terms and conditions of any Award whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee (in each case consistent with Section 409A of the Code); (vii) interpret, administer or reconcile any inconsistency, correct any defect, resolve ambiguities and/or supply any omission in the Plan, any Award Agreement, and any other instrument or agreement relating to an Award made under the Plan; (viii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (ix) establish and administer Performance Goals and certify whether, and to what extent, they have been attained; and (x) make

5

any other determination and take any other action that the Committee deems necessary or desirable for the administration or operation of the Plan.

(b)    Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award or Award Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons, including, but not limited to, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any stockholder.

(c)       The mere fact that a Committee member shall fail to qualify as a “Non-Employee Director” within the meaning of Rule 16b-3 shall not invalidate any Award otherwise validly made by the Committee under the Plan. Notwithstanding anything in this Section 3 to the contrary, the Board, or any other committee or sub-committee established by the Board, is hereby authorized (in addition to any necessary action by the Committee) to grant or approve Awards as necessary to satisfy the requirements of Section 16 of the Exchange Act and the rules and regulations thereunder and to act in lieu of the Committee with respect to Awards made to non-employee directors under the Plan.

(d)       No member of the Committee and no employee of the Company shall be liable for any determination, act or failure to act hereunder (except in circumstances involving his or her bad faith), or for any determination, act or failure to act hereunder by any other member or employee or by any agent to whom duties in connection with the administration of the Plan have been delegated. The Company shall indemnify members of the Committee and any agent of the Committee who is an employee of the Company or an Affiliate against any and all liabilities or expenses to which they may be subjected by reason of any determination, act or failure to act with respect to their duties on behalf of the Plan (except in circumstances involving such person’s bad faith).

(e)         The Committee may from time to time delegate all or any part of its authority under the Plan to a subcommittee thereof. To the extent of any such delegation, references in the Plan to the Committee will be deemed to be references to such subcommittee. In addition, subject to applicable law, the Committee may delegate to one or more officers of the Company the authority to grant Awards to Participants who are not officers or directors of the Company subject to Section 16 of the Exchange Act. The Committee may employ such legal or other counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion or computation received from any such counsel, consultant or agent. Expenses incurred by the Committee in the engagement of such counsel, consultant or agent shall be paid by the Company, or the Affiliate whose employees have benefited from the Plan, as determined by the Committee.

Section 4.             Shares Available for Awards.

(a)          Shares Available.

(i)        Subject to adjustment as provided in Section 4(b), the aggregate number of Shares with respect to which Awards may be granted from time to time under the Plan shall in the aggregate not exceed, at any time, the sum of, (A) the number of Shares remaining available for grant under the Prior Plan upon the Effective Date, plus 4,000,000 Shares (the “Share Reserve”), plus (B) any Shares that again become available for Awards under the Plan in accordance with Section 4(a)(ii). Subject to adjustment as provided in Section 4(b), the aggregate number of Shares with respect to which Incentive Stock Options may be granted under the Plan shall be the number of Shares in the Share Reserve. Subject in each instance to adjustment as provided in Section 4(b), the maximum number of Shares with respect to which Awards (including Options and Stock Appreciation Rights) may be granted to any single Participant in any fiscal year shall be 1,000,000 Shares; the maximum number of Shares which may be paid to a Participant in the Plan in connection with the settlement of any Award(s) designated as “Performance Compensation Awards” in respect of a single Performance Period shall be as set forth in Section 11(e); and the maximum number of Shares with respect to which Awards (including Options and Stock Appreciation Rights) may be granted to any single non-employee member of the Board in any fiscal year shall be 350,000 Shares; provided,

6

however, that the number of Shares granted during a single fiscal year of the Company to any non-employee member of the Board, taken together with any cash fees paid to such non-employee member of the Board during such fiscal year, shall not, in each case, exceed $500,000 in total value (calculating the value of any such Shares based on the grant date fair value of such Shares for financial reporting purposes and excluding, for this purpose, the value of any dividend or dividend equivalent payments paid pursuant to any Shares granted in a previous fiscal year).

(ii)        Shares covered by an Award granted under the Plan shall not be counted unless and until they are actually issued and delivered to a Participant and, therefore, the total number of Shares available under the Plan as of a given date shall not be reduced by Shares relating to prior Awards that (in whole or in part) have expired or have been forfeited or cancelled, and upon payment in cash of the benefit provided by any Award, any Shares that were covered by such Award will be available for issue hereunder. Notwithstanding the foregoing, (i) the number of Shares tendered or withheld in payment of any exercise or purchase price of an Award or taxes relating to an Award, (ii) Shares that were subject to an Option or a Stock Appreciation Right but were not issued or delivered as a result of the net settlement or net exercise of such Option or Stock Appreciation Right and (iii) Shares repurchased on the open market with the proceeds of an Option’s exercise price, will not, in each case, be available for future Awards under the Plan.

(b)          Adjustments. Notwithstanding any provisions of the Plan to the contrary, in the event that the Committee determines in its sole discretion that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other corporate transaction or event affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee may equitably adjust any or all of (i) the number of Shares or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted, (ii) the number of Shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards, and (iii) the grant or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award in consideration for the cancellation of such Award, which, in the case of Options and Stock Appreciation Rights shall equal the excess, if any, of the Fair Market Value of the Share subject to each such Option or Stock Appreciation Right over the per Share exercise price or grant price of such Option or Stock Appreciation Right; provided, that, for the avoidance of doubt, in the case of the occurrence of any of the foregoing events that is an “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standard Codification (ASC) Section 718, Compensation — Stock Compensation (FASB ASC 718)), the Committee shall make an equitable adjustment to outstanding stock-based Awards to reflect such event. The Committee will also make or provide for such adjustments in the numbers of Shares specified in Section 4(a)(i) and Section 11(e) of the Plan as the Committee in its sole discretion, exercised in good faith, may determine is appropriate to reflect any transaction or event described in this Section 4(b); provided, however, that any such adjustment to the numbers specified in Section 4(a)(i) and Section 11(e) will be made only if and to the extent that such adjustment would not cause any Option intended to qualify as an Incentive Stock Option to fail to so qualify.

(c)          Substitute Awards.

(i)          Awards may be granted under the Plan in substitution for or in conversion of, or in connection with an assumption of, stock options, stock appreciation rights, restricted stock, restricted stock units or other stock or stock-based awards held by awardees of an entity engaging in an acquisition or merger transaction with the Company or any subsidiary of the Company. Any conversion, substitution or assumption will be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a manner that complies with Section 409A of the Code.

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(ii)      In the event that an entity acquired by the Company or any subsidiary of the Company or with which the Company or any subsidiary of the Company merges has shares available under a pre-existing plan previously approved by stockholders and not adopted in contemplation of such acquisition or merger, the shares available for grant pursuant to the terms of such plan (as adjusted, to the extent appropriate, to reflect such acquisition or merger) may be used for Awards made after such acquisition or merger under the Plan; provided, however, that Awards using such available shares may not be made after the date awards or grants could not have been made under the terms of the pre-existing plan absent the acquisition or merger, and may only be made to individuals who were not employees or directors of the Company or any subsidiary of the Company prior to such acquisition or merger. The Awards so granted may reflect the original terms of the awards being assumed or substituted or converted for and need not comply with other specific terms of the Plan, and may account for Shares substituted for the securities covered by the original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences in stock prices in connection with the transaction.

(iii)       Any Shares that are issued or transferred by, or that are subject to any Awards that are granted by, or become obligations of, the Company under Section 4(c)(i) or Section 4(c)(ii) of the Plan will not reduce the Shares available for issuance or transfer under the Plan or otherwise count against the limits described in Section 4(a)(i) of the Plan. In addition, no Shares that are issued or transferred by, or that are subject to any Awards that are granted by, or become obligations of, the Company under Section 4(c)(i) or Section 4(c)(ii) of the Plan will be added to the aggregate limit described in Section 4(a)(i) of the Plan.

(d)        Sources of Shares Deliverable Under Awards. Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or of treasury Shares.

(e)      Minimum Vesting Requirement. No Award will vest earlier than the one (1) year anniversary of the Grant Date of such Award, subject to the other provisions of the Plan, including the Committee’s ability to allow for accelerated vesting in connection with a termination of employment or a Change in Control. Notwithstanding the foregoing, Awards that result in the issuance of an aggregate of up to five percent (5%) of the total number of Shares authorized to be issued under the Plan and Awards granted to non-employee Board members or members of the board of directors of an Affiliate may be granted to eligible persons under the Plan without regard to such one (1) year minimum vesting requirement.

Section 5.       Eligibility. Any employee of, or Consultant to, the Company or any of its Affiliates (including, but not limited to, any prospective employee), or non-employee director who is a member of the Board or the board of directors of an Affiliate, shall be eligible to be selected as a Participant.

Section 6.             Stock Options.

(a)      Grant. Subject to the terms of the Plan, the Committee shall have sole authority to determine the Participants to whom Options shall be granted, the number of Shares to be covered by each Option, the exercise price thereof and the conditions and limitations applicable to the exercise of the Option. The Committee shall have the authority to grant Incentive Stock Options (except that no Incentive Stock Options shall be granted to any individual who is a resident of Canada), or to grant Non-Qualified Stock Options, or to grant both types of Options. In the case of Incentive Stock Options, the terms and conditions of such Awards shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code and any regulations implementing such statute. All Options when granted under the Plan are intended to be Non-Qualified Stock Options, unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. If an Option is intended to be an Incentive Stock Option, and if for any reason such Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a Non-Qualified Stock Option appropriately granted under the Plan; provided that such Option (or portion thereof) otherwise complies with the Plan’s requirements relating to Non-Qualified Stock Options. No Option shall be exercisable more than ten years from the date of grant.

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(b)         Exercise Price. The Committee shall establish the exercise price at the time each Option is granted, which exercise price shall be set forth in the applicable Award Agreement and which exercise price (except with respect to Substitute Awards) shall not be less than the Fair Market Value per Share on the date of grant.

(c)        Exercise. Each Option shall be exercisable at such times and subject to such terms and conditions as the Committee may, in its sole discretion, specify in the applicable Award Agreement. The Committee may impose such conditions with respect to the exercise of Options, including, without limitation, any relating to the application of federal or state securities laws, as it may deem necessary or advisable.

(d)          Payment.

(i)          No Shares shall be delivered pursuant to any exercise of an Option until payment in full of the aggregate exercise price therefor is received by the Company. Such payment may be made (A) in cash, or its equivalent, or (B) in the discretion of the Committee and subject to such rules as may be established by the Committee and applicable law, by exchanging Shares owned by the Participant (which are not the subject of any pledge or other security interest and which have been owned by such Participant for at least six months), provided that this clause (B) shall be inapplicable to any Option granted to an individual who is a resident of Canada, or (C) in the discretion of the Committee and subject to such rules as may be established by the Committee and applicable law, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the aggregate exercise price, or (D) in the discretion of the Committee and subject to such rules as may be established by the Committee and applicable law, the Company’s withholding of Shares otherwise issuable upon exercise of an Option pursuant to a “net exercise” arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), or (E) by a combination of the foregoing, or (F) by such other methods as may be approved by the Committee, provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company or withheld as of the date of such tender or withholding is at least equal to such aggregate exercise price.

(ii)         Wherever in the Plan or any Award Agreement a Participant is permitted to pay the exercise price of an Option or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Option.

Section 7.             Stock Appreciation Rights.

(a)        Grant. Subject to the provisions of the Plan, the Committee shall have sole authority to determine the Participants to whom Stock Appreciation Rights shall be granted, the number of Shares to be covered by each Stock Appreciation Right Award, the grant price thereof and the conditions and limitations applicable to the exercise thereof. Stock Appreciation Rights may be granted in tandem with another Award, in addition to another Award, or freestanding and unrelated to another Award. Stock Appreciation Rights granted in tandem with or in addition to an Award may be granted either before, at the same time as the Award or at a later time. No Stock Appreciation Right shall be exercisable more than ten years from the date of grant.

(b)         Exercise and Payment. A Stock Appreciation Right shall entitle the Participant to receive an amount equal to the excess of the Fair Market Value of one Share on the date of exercise of the Stock Appreciation Right over the grant price thereof (which grant price (except with respect to Substitute Awards) shall not be less than the Fair Market Value on the date of grant). The Committee shall determine in its sole discretion and shall specify in the applicable Award Agreement whether a Stock Appreciation Right shall be settled in cash, Shares or a combination of cash and Shares.

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Section 8.             Restricted Stock and Restricted Stock Units.

(a)        Grant. Subject to the provisions of the Plan, the Committee shall have sole authority to determine the Participants to whom Shares of Restricted Stock and Restricted Stock Units shall be granted, the number of Shares of Restricted Stock and/or the number of Restricted Stock Units to be granted to each Participant, the duration of the period during which, and the conditions, if any, under which, the Restricted Stock and Restricted Stock Units may be forfeited to the Company, and the other terms and conditions of such Awards.

(b)         Transfer Restrictions. Unless otherwise directed by the Committee, (i) certificates issued in respect of Shares of Restricted Stock shall be registered in the name of the Participant and deposited by such Participant, together with a stock power endorsed in blank, with the Company, or (ii) Shares of Restricted Stock shall be held at the Company’s transfer agent in book entry form with appropriate restrictions relating to the transfer of such Shares of Restricted Stock. Upon the lapse of the restrictions applicable to such Shares of Restricted Stock, the Company shall, as applicable, either deliver such certificates to the Participant or the Participant’s legal representative, or the transfer agent shall remove the restrictions relating to the transfer of such Shares. Shares of Restricted Stock and Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise encumbered, except as provided in the Plan or the applicable Award Agreement.

(c)          Payment. Each Restricted Stock Unit shall have a value equal to the Fair Market Value of one Share. Restricted Stock Units shall be paid in cash, Shares, other securities or other property, as determined in the sole discretion of the Committee and specified in the Award Agreement, upon or after the lapse of the restrictions applicable thereto, or otherwise in accordance with the applicable Award Agreement. Dividends paid on any Shares of Restricted Stock or dividend equivalents paid on any Restricted Stock Units shall be paid directly to the Participant, withheld by the Company subject to vesting of the Restricted Stock or Restricted Stock Units, as applicable, pursuant to the terms of the applicable Award Agreement, or may be reinvested in additional Shares of Restricted Stock or in additional Restricted Stock Units, as determined by the Committee in its sole discretion and in each case subject to the provisions of Section 16(b) herein, provided that no dividends or dividend equivalents shall be paid hereunder on such an Award granted to any individual who is a resident of Canada. Shares of Restricted Stock and Shares issued in respect of Restricted Stock Units may be issued with or without other payments therefor or such other consideration as may be determined by the Committee, consistent with applicable law.

(d)         Terms and Conditions. The Committee may require or permit the deferral of the receipt of Restricted Stock Units upon such terms as the Committee deems appropriate and in accordance with Section 409A of the Code.

Section 9.             Performance Awards.

(a)        Grant. The Committee shall have sole authority to determine the Participants who shall receive a Performance Award, which shall consist of a right which is (i) denominated in cash or Shares, (ii) valued, as determined by the Committee and except as provided in Section 9(d) below, in accordance with the achievement of such Performance Goals during such Performance Periods as the Committee shall establish, and (iii) payable at such time and in such form as the Committee shall determine.

(b)     Terms and Conditions. Subject to the terms of the Plan and any applicable Award Agreement, and except as provided in Section 9(d) below, the Committee shall determine the Performance Goals to be achieved during any Performance Period, the length of any Performance Period, the amount of any Performance Award and the amount and kind of any payment or transfer to be made pursuant to any Performance Award. The Committee may require or permit the deferral of the receipt of Performance Awards upon such terms as the Committee deems appropriate and in accordance with Section 409A of the Code.

(c)         Payment of Performance Awards. Performance Awards may be paid in a lump sum or in installments following the close of the Performance Period as set forth in the applicable Award Agreement.

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(d)     Performance Awards. The Committee may establish performance goals and targets, determine the extent to which such goals have been met and determine the amount of such Awards, in each case, in its sole discretion.

Section 10.         Other Stock-Based Awards. The Committee shall have authority to grant to Participants an Other Stock-Based Award, which shall consist of any right which is (i) not an Award described in Section 6 through Section 9 of the Plan, and (ii) an Award of Shares or an Award denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as deemed by the Committee to be consistent with the purposes of the Plan; provided that any such rights must comply, to the extent deemed desirable by the Committee, with Rule 16b-3 and applicable law. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the terms and conditions of any such Other Stock-Based Award, including, but not limited to, the price, if any, at which securities may be purchased pursuant to any Other Stock-Based Award granted under the Plan.

Section 11.           Performance Compensation Awards.

(a)      General. The Committee shall have the authority, at the time of grant of any Award described in Section 6 through Section 10 of the Plan, to designate such Award as a Performance Compensation Award.

(b)          Eligibility. The Committee will, in its sole discretion, designate within the first 90 days of a Performance Period which Participants will be eligible to receive Performance Compensation Awards in respect of such Performance Period. Designation of a Participant eligible to receive an Award hereunder for a Performance Period shall not in any manner entitle the Participant to receive payment in respect of any Performance Compensation Award for such Performance Period. The determination as to whether or not such Participant becomes entitled to payment in respect of any Performance Compensation Award shall be decided solely in accordance with the provisions of this Section 11. Moreover, designation of a Participant eligible to receive an Award hereunder for a particular Performance Period shall not require designation of such Participant eligible to receive an Award hereunder in any subsequent Performance Period, and designation of one person as a Participant eligible to receive an Award hereunder shall not require designation of any other person as a Participant eligible to receive an Award hereunder for such period or any other period.

(c)        Discretion of the Committee with Respect to Performance Compensation Awards. With regard to a particular Performance Period, the Committee shall have full discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goals(s) that is/are to apply to the Company and the Performance Formula, as applicable. Within the first 90 days of a Performance Period, the Committee shall, with regard to the Performance Compensation Awards to be issued for such Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence of this Section 11(c) and record the same in writing.

(d)          Payment of Performance Compensation Awards.

(i)        Unless otherwise provided in the applicable Award Agreement, a Participant must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period.

(ii)      Limitation. A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (1) the Performance Goals for such period are achieved; and (2) the Performance Formula as applied against such Performance Goals determines that all or some portion of such Participant’s Performance Award has been earned for the Performance Period.

(iii)        Certification. Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance Goals for the

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Performance Period have been achieved and, if so, calculate and certify in writing that amount of the Performance Compensation Awards earned for the Performance Period based upon the Performance Formula. The Committee shall then determine the actual size of each Participant’s Performance Compensation Award for the Performance Period and, in so doing, may apply Negative Discretion, if and when it deems appropriate.

(iv)      Negative Discretion. In determining the final payout of an individual Performance Compensation Award for a Performance Period, the Committee may reduce or eliminate the amount of the Performance Compensation Award earned under the Performance Formula in the Performance Period through the use of Negative Discretion if, in its sole judgment, such reduction or elimination is appropriate.

(v)         Timing of Award Payments. The Awards granted for a Performance Period shall be paid as provided for in any applicable Award Agreement.

(e)       Maximum Award Payable. Notwithstanding any provision contained in the Plan to the contrary, the maximum Performance Compensation Award payable to any one Participant under the Plan for a Performance Period is (i) to the extent such Award is based on a number of Shares (including Awards that may be settled in either cash or Shares), 1,000,000 Shares or (ii) to the extent such Award is designated to be paid only in cash and is not based on a number of Shares, a maximum value at the date of grant equal to $4,500,000. If an Award is cancelled, then the cancelled Award shall continue to be counted toward the applicable limitation in this paragraph.

Section 12.           Amendment and Termination.

(a)          Amendments to the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that if an amendment to the Plan (i) would materially increase the benefits accruing to Participants under the Plan, (ii) would materially increase the number of securities which may be issued under the Plan, or (iii) must otherwise be approved by the stockholders of the Company in order to comply with applicable law or the rules of the principal national securities exchange upon which the Shares are traded or quoted, such amendment will be subject to stockholder approval and will not be effective unless and until such approval has been obtained; and provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially impair the rights of any Participant or any holder or beneficiary of any Award previously granted shall not be effective without the written consent of the affected Participant, holder or beneficiary.

(b)        Amendments to Awards. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially impair the rights of any Participant or any holder or beneficiary of any Award previously granted shall not be effective without the written consent of the affected Participant, holder or beneficiary.

(c)          Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee is hereby authorized to make equitable adjustments in the terms and conditions of, and the criteria included in, all outstanding Awards in recognition of unusual or nonrecurring events, or infrequently occurring events as described in the Accounting Standards Codification Topic 225, as the same may be amended or superseded from time to time, (including, without limitation, the events described in Section 4(b) hereof) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

(d)     Repricing. Except in connection with a corporate transaction or event described in Section 4(b) hereof, the terms of outstanding Awards may not be amended to reduce the exercise price of Options or the grant price of Stock Appreciation Rights, or to cancel Options or Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation Rights with an exercise price or grant

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price, as applicable, that is less than the exercise price of the original Options or grant price of the original Stock Appreciation Rights, as applicable, or when the exercise price or grant price exceeds the fair market value of a Share on the date of such exchange, in each case, without stockholder approval. This Section 12(d) is intended to prohibit the repricing of “underwater” Options and Stock Appreciation Rights and will not be construed to prohibit the adjustments provided for in Section 4(b) of the Plan.

Section 13.         Change in Control. In the event of a Change in Control, unless otherwise determined by the Committee in a written resolution at the date of grant or set forth in an applicable Award Agreement, or as provided in an individual severance or employment agreement to which a Participant is a party, the following acceleration, exercisability and valuation provisions will apply:

(a)        Upon a Change in Control, each then-outstanding Option and Stock Appreciation Right will become fully vested and exercisable, and the restrictions applicable to each outstanding Restricted Stock Award, Restricted Stock Unit Award, Performance Award or Other Stock-Based Award will lapse, and each Award will be fully vested, except to the extent that an award meeting the requirements of Section 13(b) hereof (a “Replacement Award”) is provided to the Participant holding such Award in accordance with Section 13(b) hereof to replace or adjust such outstanding Award (a “Replaced Award”). Any applicable Performance Goals deemed to have been achieved will be deemed to have been earned as of the date of the Change in Control based on the greater of (A) the actual level of achievement of all relevant performance criteria against the applicable “target” level(s) measured as of the date of the Change in Control, or (B) the deemed achievement of all relevant performance criteria at the applicable “target” level(s) measured as of the date of the Change in Control, with a pro rata payout based on the number of days within the applicable Performance Period that has elapsed before the Change in Control, as determined by the Committee, and, in each such case, all other applicable vesting criteria and other terms and conditions of the Award will be deemed to have been satisfied. The Committee, acting in its sole discretion without the consent or approval of any holder, may, in its sole discretion, effect the redemption, in whole or in part, of outstanding Awards by requiring the mandatory surrender to the Company by selected holders of some or all of the outstanding Awards held by such holders (irrespective of whether such Awards are then vested or exercisable) as of a date specified by the Committee, in which event the Committee shall thereupon cancel such Awards and pay to each holder an amount of cash or other consideration per Award (other than a dividend equivalent or cash award, which the Committee may separately require to be surrendered in exchange for cash or other consideration determined by the Committee in its discretion) equal to the Change in Control Price, less the exercise price per share with respect to an Option and less the grant price with respect to a Stock Appreciation Right, as applicable to such Awards; provided, however, that to the extent the exercise price per share of an Option or the grant price of a Stock Appreciation Right exceeds the Change in Control Price, such Award shall be cancelled for no consideration.

(b)        An award meets the conditions of this Section 13(b) (and hence qualifies as a Replacement Award) if (i) it is of the same type (e.g., stock option for Option, restricted stock for Restricted Stock, restricted stock unit for Restricted Stock Unit, etc.) as the Replaced Award, (ii) it has a value at least equal to the value of the Replaced Award, (iii) it relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (iv) if the Participant holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences to such Participant under the Code of the Replacement Award are not less favorable to such Participant than the tax consequences of the Replaced Award, and (v) its other terms and conditions are not less favorable to the Participant holding the Replacement Award than the terms and conditions of the Replaced Award (including, but not limited to, the provisions that would apply in the event of a subsequent Change in Control). Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 13(b) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion (taking into account the requirements of Treasury Regulation 1.409A-3(i)(5)(iv)(B) and compliance of the Replaced Award or Replacement Award with Section 409A of the Code). Without limiting the generality of the foregoing, the Committee may determine the value of Awards and Replacement Awards that are stock options by reference to either their intrinsic value or their fair value.

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(c)         Upon the Involuntary Termination, during the period of two years immediately following a Change in Control, of a Participant holding Replacement Awards, (i) all Replacement Awards held by the Participant will become fully vested and, if applicable, exercisable and free of restrictions (with any applicable performance goals deemed to have been achieved at a target level as of the date of such vesting), and (ii) all Options and Stock Appreciation Rights held by the Participant immediately before such termination of employment that the Participant also held as of the date of the Change in Control and all stock options and stock appreciation rights that constitute Replacement Awards will remain exercisable for a period of 90 days following such Involuntary Termination or until the expiration of the stated term of such stock option or stock appreciation right, whichever period is shorter (provided, however, that, if the applicable Award Agreement provides for a longer period of exercisability, that provision will control).

(d)       Notwithstanding anything in the Plan or any Award Agreement to the contrary, to the extent that any provision of the Plan or an applicable Award Agreement would cause a payment of deferred compensation that is subject to Section 409A of the Code to be made upon the occurrence of (i) a Change in Control, then such payment shall not be made unless such Change in Control also constitutes a “change in control event” within the meaning of Section 409A of the Code and the regulatory guidance promulgated thereunder or (ii) a termination of employment or service, then such payment shall not be made unless such termination of employment or service also constitutes a “separation from service” within the meaning of Section 409A of the Code and the regulatory guidance promulgated thereunder. Any payment that would have been made except for the application of the preceding sentence shall be made in accordance with the payment schedule that would have applied in the absence of a Change in Control or termination of employment or service, but disregarding any future service or performance requirements.

Section 14.          Non-U.S. Participants. In order to facilitate the granting of any Award or combination of Awards under the Plan, the Committee may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any subsidiary of the Company outside of the United States of America or who provide services to the Company under an agreement with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to or amendments, restatements or alternative versions of the Plan (including, without limitation, sub-plans) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of the Plan as in effect for any other purpose, and the Secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as the Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent with the terms of the Plan as then in effect unless the Plan could have been amended to eliminate such inconsistency without further approval by the stockholders of the Company.

Section 15.         Detrimental Activity and Recapture Provisions. Any Award Agreement may provide for the cancellation or forfeiture of an Award or the forfeiture and repayment to the Company of any gain related to an Award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time, including, without limitation, in the event that a Participant, during employment or other service with the Company or an Affiliate, shall engage in activity detrimental to the business of the Company. In addition, notwithstanding anything in the Plan to the contrary, any Award Agreement may also provide for the cancellation or forfeiture of an Award or the forfeiture and repayment to the Company of any gain related to an Award, or other provisions intended to have a similar effect, upon such terms and conditions as may be required by the Committee or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the SEC or any national securities exchange or national securities association on which the Shares may be traded.

Section 16.           General Provisions.

(a)          Nontransferability.

(i)        Each Award, and each right under any Award, shall be exercisable only by the Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative.

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(ii)     No Award may be sold, assigned, alienated, pledged, attached or otherwise transferred or encumbered by a Participant otherwise than by will or by the laws of descent and distribution, and any such purported sale, assignment, alienation, pledge, attachment, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute a sale, assignment, alienation, pledge, attachment, transfer or encumbrance. In no event may any Award granted under the Plan be transferred for value.

(iii)       Notwithstanding the foregoing, at the discretion of the Committee, an Award may be transferred by a Participant solely to the Participant’s spouse, siblings, parents, children and grandchildren or trusts for the benefit of such persons or partnerships, corporations, limited liability companies or other entities owned solely by such persons, including, but not limited to, trusts for such persons, subject to any restriction included in the applicable Award Agreement.

(b)        Dividends and Dividend Equivalents. In the sole discretion of the Committee, an Award (other than Options or Stock Appreciation Rights), whether made as an Other Stock-Based Award or as an Award granted pursuant to Section 6 through Section 9 hereof, may provide the Participant who is not a resident of Canada with dividends or dividend equivalents, payable in cash, Shares, other securities or other property on a current or deferred basis; provided, that in the case of Awards with respect to which any applicable Performance Criteria/Goals have not been achieved or other vesting criteria have not been met, dividends and dividend equivalents may be paid only on a deferred basis, to the extent the underlying Award vests.

(c)        No Rights to Awards. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, Awards, or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).

(d)        Share Certificates. Shares or other securities of the Company or any Affiliate delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Shares or other securities are then listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any other term or condition of the Plan, the Company may elect to satisfy any requirement under the Plan for the delivery of Share certificates through the use of another system, such as book entry.

(e)          Withholding.

(i)       A Participant may be required to pay to the Company or any Affiliate, and, subject to Section 409A of the Code, the Company or any Affiliate shall have the right and is hereby authorized to withhold from any Award, from any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities, other Awards or other property) of any applicable withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan, and to take such other action(s) as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. This authority shall include the authority to withhold or receive Shares or other property and to make cash payments in respect thereof in satisfaction of the federal, state, foreign and/or local tax withholding obligations, including payroll tax withholding, with respect to a Participant in amounts up to the maximum allowable rate in the Participant’s relevant tax jurisdiction, as determined in the sole discretion of the Committee and pursuant to procedures established by the Committee and to the extent permitted by applicable accounting rules.

(ii)      Without limiting the generality of clause (e)(i) above, unless determined otherwise by the Committee and subject to such rules as it may adopt (including, without limitation, any as

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may be required to satisfy applicable tax and/or non-tax regulatory requirements), a Participant shall satisfy the foregoing withholding liability by delivery of Shares owned by the Participant (which are not subject to any pledge or other security interest and which have been owned by the Participant for at least six months) with a Fair Market Value equal to such withholding liability or by having the Company withhold from the number of Shares otherwise issuable pursuant to the exercise of the Option (or the settlement of such Award in Shares) a number of Shares with a Fair Market Value equal to such withholding liability.

(f)         Award Agreements. Each Award hereunder shall be evidenced by an Award Agreement, which shall be delivered to the Participant and shall specify the terms and conditions of the Award and any rules applicable thereto, including, but not limited to, the effect on such Award of the death, Disability or termination of employment or service of a Participant and the effect, if any, of such other events as may be determined by the Committee. Unless otherwise stipulated in an Award Agreement upon a Participant’s termination of employment as a result of death or Disability each then-outstanding Option and Stock Appreciation Right shall become vested and exercisable on a pro rata basis based on the number of full months completed during the vesting period up through the date of termination divided by the total number of months in the applicable vesting period and the restrictions applicable to each outstanding Restricted Stock Award, Restricted Stock Unit Award, Performance Award or Other Stock-Based Award will lapse on a pro rata basis based on the number of full months completed during the vesting or performance period up through the date of termination divided by the total number of months in the applicable vesting or performance period (with any applicable Performance Goals deemed to have been achieved at a target level as of the date of such vesting). All vested Options and Stock Appreciation Rights will remain exercisable for a period of 90 days following any such termination or until the expiration of the stated term of such Option or Stock Appreciation Right, whichever period is shorter (provided, however, that if the applicable Award Agreement provides for a longer period of exercisability, that provision will control).

(g)      No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of options, restricted stock, restricted stock units, Shares and other types of Awards provided for hereunder (subject to stockholder approval if such approval is required), and such arrangements may be either generally applicable or applicable only in specific cases.

(h)     No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or in any consulting or other service relationship to, or as a director on the Board or board of directors, as applicable, of the Company or any Affiliate. Further, the Company or an Affiliate may at any time dismiss a Participant from employment or discontinue any consulting or other service relationship, free from any liability or any claim under the Plan or any Award Agreement, unless otherwise expressly provided in any applicable Award Agreement or any applicable employment or other service contract or agreement.

(i)        No Rights as Stockholder. Subject to the provisions of the applicable Award, no Participant or holder or beneficiary of any Award shall have any rights as a stockholder with respect to any Shares to be distributed under the Plan until he or she has become the holder of such Shares. Notwithstanding the foregoing, in connection with each grant of Restricted Stock hereunder, the applicable Award shall specify if and to what extent the Participant shall be entitled to the rights of a stockholder in respect of such Restricted Stock.

(j)      Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan and any Award Agreement shall be determined in accordance with the laws of the State of Delaware, applied without giving effect to its conflict of laws principles.

(k)         Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision

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shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

(l)     Other Laws. The Committee may refuse to issue or transfer any Shares or other consideration under an Award if, acting in its sole discretion, it determines that the issuance or transfer of such Shares or such other consideration might violate any applicable law or regulation or entitle the Company to recover the same under Section 16(b) of the Exchange Act, and any payment tendered to the Company by a Participant, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant Participant, holder or beneficiary. Without limiting the generality of the foregoing, no Award granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the Committee in its sole discretion has determined that any such offer, if made, would be in compliance with the requirements of all applicable securities laws.

(m)        No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or such Affiliate.

(n)       No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.

(o)         Deferrals. In the event the Committee permits a Participant to defer any Award payable in the form of cash, all such elective deferrals shall be accomplished by the delivery of a written, irrevocable election by the Participant on a form provided by the Company. All deferrals shall be made in accordance with administrative guidelines established by the Committee to ensure that such deferrals comply with all applicable requirements of Section 409A of the Code.

(p)      Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

(q)      California Participants. The Plan is intended to comply with Section 25102(o) of the California Corporations Code (“Section 25102(o)”), to the extent applicable. In that regard, to the extent required by Section 25102(o), the terms and conditions of any Options and Stock Appreciation Rights, to the extent vested and exercisable upon a Participant’s termination of employment or service, shall include any minimum exercise periods after termination required by Section 25102(o). Any Plan term that is inconsistent with Section 25102(o) shall, without further act or amendment by the Company or the Board, be reformed to comply with the requirements of Section 25102(o).

(r)         Data Protection. A Participant’s acceptance of an Award shall be deemed to constitute the Participant’s acknowledgement of and consent to the collection and processing of personal data relating to the Participant so that the Company and the Affiliates can fulfill their obligations and exercise their rights under the Plan and generally administer and manage the Plan. This data shall include data about participation in the Plan and Shares offered or received, purchased or sold under the Plan and other appropriate financial and other data (such as the date on which the Awards were granted) about the Participant and the Participant’s participation in the Plan.

Section 17.           Compliance with Section 409A of the Code.

(a)          It is intended that the Plan and any Awards granted hereunder are exempt from or comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants. The Plan and any Awards granted hereunder

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shall be administered in a manner consistent with this intent. Any reference in the Plan to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. All installment payments under the Plan will be deemed separate payments for purposes of Section 409A of the Code.

(b)       Neither a Participant nor any of a Participant’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A of Code) payable under the Plan and Awards granted hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit under the Plan and Awards granted hereunder may not be reduced by, or offset against, any amount owing by a Participant to the Company or any of its Affiliates.

(c)      If, at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (i) the Participant shall be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, with interest at an interest rate determined in the sole discretion of the Committee, on the earlier of the first business day of the seventh month or death.

(d)         To the extent that the Plan and/or Awards granted hereunder are subject to Section 409A of the Code, the Committee may, in its sole discretion and without a Participant’s prior consent, amend the Plan and/or Award, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and actions with retroactive effect) as are necessary or appropriate to (i) exempt the Plan and/or any Award from the application of Section 409A of the Code, (ii) preserve the intended tax treatment of any such Award, or (iii) comply with the requirements of Section 409A of the Code, including, without limitation, any regulations or other guidance that may be issued after the date of the grant. In any case, a Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s account in connection with the Plan and Awards granted hereunder (including, but not limited to, any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties.

Section 18.           Term of the Plan.

(a)         Effective Date. The Prior Plan was originally effective as of February 27, 2017, which was the date of its approval by the Board and the stockholders of the Company. The Plan, as amended and restated, is effective as of June 18, 2021 (the “Effective Date”), subject to approval of the Plan by the stockholders of the Company.

(b)        Expiration Date. No Award will be granted under the Plan more than ten years after the Effective Date, but all Awards granted on or prior to such date will continue in effect thereafter subject to the terms thereof and of the Plan.

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EX-10.3

Exhibit 10.3

DASEKE, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of [•], 2021(the “Grant Date”) between Daseke, Inc. (the “Company”) and [•] (the “Participant”) pursuant to the terms of the Company’s 2017 Omnibus Incentive Plan, as amended and restated from time to time (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

Section 1.Restricted Stock Units (RSUs). Subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference as a part of this Agreement, the Company hereby grants to the Participant, as of the Grant Date, [•] time-based restricted stock units (the “RSUs”), subject to such vesting, transfer and other restrictions and conditions as set forth in this Agreement (the “Award”). Each RSU represents the right to receive one Share, subject to the terms and conditions set forth in this Agreement and the Plan.

Section 2.Vesting Requirements.

(a)Generally. Except as otherwise provided herein, the Award shall vest as follows subject to the Participant’s continuous service or employment with the Company or an Affiliate (“Service”) from the Grant Date through the applicable vesting date (each, a “Vesting Date”): [•].

(b)Change in Control - No Replacement Award. Notwithstanding Section 2(a) hereof, upon the occurrence of a Change in Control, except to the extent that a Replacement Award (as such award is defined and determined under Section 13 of the Plan) is provided to the Participant in connection with the Change in Control to replace or adjust this outstanding Award, 100% of any then unvested RSUs granted hereunder shall immediately become vested, provided that the Participant remains in continuous Service from the Grant Date through the occurrence of the Change in Control.

(c)Termination of Service Without Cause; Termination of Service for Good Reason or Termination of Service Due to Death or Disability. Except as may otherwise be provided under the terms of an employment, service or other agreement between the Company or any Affiliate and the Participant (any such agreement, a “Service Agreement”), in the event of the Participant’s termination of Service (x) by the Company without Cause, (y) by the Participant for Good Reason (only if the Participant is party to a Service Agreement in which “Good Reason” is defined, in which case, “Good Reason” for purposes of this Agreement shall have the meaning ascribed to such term in the Participant’s Service Agreement) or (z) due to the Participant’s death or Disability, 100% of any then unvested RSUs granted hereunder shall immediately become vested and settled in accordance with Section 3 hereof; provided that such settlement shall be subject to the Participant’s execution (within the time provided to do so) and non-revocation (within any time provided to do so) of a general release of claims in favor of the Company and continued compliance with all applicable restrictive covenants.

(d)Other Terminations of Service. Upon the occurrence of a termination of the Participant’s Service for any reason other than as contemplated by Section 2(c) hereof, all outstanding and unvested RSUs shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto. Nothwithstanding anything to the contrary herein, upon a termination of the Participant’s Service for Cause, all RSUs, whether vested or unvested, shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto.

Section 3.Settlement. As soon as reasonably practicable following the Vesting Date or the occurrence of a Change in Control that does not include the receipt of any Replacement Award by the Participant, as applicable (and in any event within 60 days following the Vesting Date or the occurrence of the Change in Control that does not include the receipt of any Replacement Award by the Participant, as applicable), any RSUs that become vested and non-forfeitable pursuant to Section 2 hereof shall be paid by the Company delivering to the Participant a number of Shares equal to the number of such RSUs.

Section 4.Restrictions on Transfer. No RSUs (nor any interest therein) may be sold, assigned, alienated, pledged, attached or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution, and any such purported sale, assignment, alienation, pledge, attachment, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute a sale, assignment, alienation, pledge, attachment, transfer or encumbrance. Notwithstanding the foregoing, at the discretion of the Committee, RSUs may be transferred by the Participant solely to the Participant’s spouse, siblings, parents, children and grandchildren or trusts for the benefit of such persons or partnerships, corporations, limited liability companies or other entities owned solely by such persons, including, but not limited to, trusts for such persons.

Section 5.Adjustments. The Award shall be subject to adjustment as provided in Section 4(b) of the Plan.

Section 6.No Right of Continued Service. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continued Service.

Section 7.Tax Withholding. Unless determined otherwise by the Committee, the Company shall withhold from the Shares to be issued to the Participant pursuant to Section 3 hereof the number of Shares determined at up to the maximum allowable rate in the Participant’s relevant tax jurisdiction on the Shares’ Fair Market Value at the time such determination is made.

Section 8.No Voting Rights as a Stockholder; Rights to Dividends or Other Distributions. The Participant shall not have any voting privileges of a stockholder of the Company with respect to the Award unless and until Shares underlying the RSUs are delivered to the Participant in accordance with Section 3 hereof.

Section 9.Clawback. The Award shall be subject to recoupment in accordance with any existing clawback policy or clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by applicable law. In addition, the Board may impose such other clawback, recovery or recoupment provisions as the Board determines necessary or appropriate, including, but not limited to, a reacquisition right in respect of previously acquired Shares or other cash or property upon the occurrence of Cause. The implementation of any clawback policy shall not be deemed a triggering event for purposes of any definition of “Good Reason” or “constructive termination.”

Section 10.Amendment and Termination. Subject to Section 12 of the Plan, any amendment to this Agreement shall be in writing and signed by the parties hereto. Notwithstanding the immediately preceding sentence, subject to Section 12 of the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, this Agreement and/or the Award; provided that, subject to Section 12 of the Plan, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially impair the rights of the Participant or any holder or beneficiary of the Award shall not be effective without the written consent of the Participant, holder or beneficiary.

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Section 11.Securities Law Requirements. Notwithstanding any other provision of this Agreement, the Company shall have no liability to make any distribution of Shares under this Agreement unless such delivery or distribution would comply with all applicable laws. In particular, no Shares shall be delivered to a Participant unless, at the time of delivery, the shares qualify for exemption from, or are registered pursuant to, applicable federal and state securities laws.

Section 12.Construction. The Participant hereby acknowledges that a copy of the Plan has been delivered to the Participant and accepts the Award hereunder subject to all terms and provisions of this Agreement. The construction of and decisions under this Agreement are vested in the Committee, whose determinations shall be final, conclusive and binding upon the Participant.

Section 13.Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the choice of law principles thereof.

Section 14.Counterparts. This Agreement may be executed in counterparts (including electronic or portable document format (.pdf) counterparts), each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

Section 15.Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

Section 16.Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and thereof.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Grant Date.

DASEKE, INC.

By:

Name: Jonathan Shepko

Title: Chief Executive Officer

PARTICIPANT

Participant’s Signature Date

Name: [•]

Address:

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EX-10.4

Exhibit 10.4

DASEKE, INC.

PERFORMANCE STOCK UNIT AWARD AGREEMENT

This PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”), is made as of [•] (the “Grant Date”) between Daseke, Inc. (the “Company”), and [•] (the “Participant”) pursuant to the terms of the Company’s 2017 Omnibus Incentive Plan, as amended and restated (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

Section 1.Performance Stock Units (PSUs)

(a)Grant. Subject to the terms and conditions set forth in this Agreement, the Company hereby grants to the Participant, as of the Grant Date, [•] performance-based restricted stock units (“Target PSUs”), which represents the target number of PSUs that may be earned by the Participant, subject to such vesting, transfer and other restrictions and conditions as set forth in this Agreement (the “Award”). Each PSU, to the extent fully vested and earned, represents the right to receive one Share, subject to the terms and conditions set forth in this Agreement.

Section 2.Vesting Requirements.

(a)Generally. Except as otherwise provided herein, the Award shall be subject to both time- and performance-based vesting conditions and shall only be deemed fully vested and earned when it has both time-vested and performance-vested in accordance with the terms hereof.

(i)Time-Based Vesting. Subject to Section 2(b) and Section 2(c) hereof, the Award shall time vest with respect to the total number of PSUs that may be earned pursuant to the Award on [•] (the “Vesting Date”), subject to the Participant’s continuous service or employment with the Company or an Affiliate (“Service”) from the Grant Date through the Vesting Date.

(ii)Performance-Based Vesting. The Award shall be subject to the performance-vesting conditions set forth on Exhibit A hereto (the “Performance Conditions”), which shall be measured with respect to the three-year period commencing on the first day of the fiscal year that includes the Grant Date (the “Performance Period”). Depending on the extent to which the Performance Conditions are satisfied, [•] percent ([•]%) to [•] percent ([•]%) of the Target PSUs may become performance-vested. In no event will the Participant be deemed to be vested in or otherwise earn a number of PSUs in excess of [•] percent ([•]%) of the Target PSUs.

(b)Change in Control - No Replacement Award. Notwithstanding Section 2(a)(i) hereof, upon the occurrence of a Change in Control, except to the extent that a Replacement Award (as such award is defined and determined under Section 13 of the Plan) is provided to the Participant in connection with the Change in Control to replace or adjust this outstanding Award, 100% of any then unvested PSUs granted hereunder shall immediately become time-vested and the achievement of all relevant performance goals shall be determined based on the greater of actual achievement or the target of those goals, as determined by the Committee at the time of the Change in Control; providedthat the Participant remains in continuous Service from the Grant Date through the occurrence of the Change in Control.

(c)Termination of Service Without Cause; Termination of Service for Good Reason or Termination of Service Due to Death or Disability. Except as may otherwise be provided under the terms of an employment, service or other agreement between the Company or any Affiliate and the Participant

(any such agreement, a “Service Agreement”), in the event of the Participant’s termination of Service (x) by the Company without Cause, (y) by the Participant for Good Reason (only if the Participant is party to a Service Agreement in which “Good Reason” is defined, in which case, “Good Reason” for purposes of this Agreement shall have the meaning ascribed to such term in the Participant’s Service Agreement) or (z) due to the Participant’s death or Disability ((x), (y) or (z) each, a “Qualifying Termination”), the achievement of all relevant performance goals shall be determined based on the actual level achievement of those goals, as determined by the Committee in accordance with terms set forth on Exhibit A. Notwithstanding Section 2(a)(i) hereof, the time-based vesting conditions related to these PSUs shall be deemed to be satisfied as of the Qualifying Termination, provided that the number of any PSUs deemed to have become performance-vested pursuant to terms set forth on Exhibit A shall be prorated to reflect the portion of the Performance Period that lapsed as of immediately prior the date of the Qualifying Termination, and the resulting number of PSUs following such proration shall be deemed the number of vested PSUs that shall be settled in accordance with Section 3 hereof; provided further that such settlement shall be subject to the Participant’s execution (within the time provided to do so) and non-revocation (within any time provided to do so) of a general release of claims in favor of the Company and continued compliance with all applicable restrictive covenants.

(e)Other Terminations of Service. Upon the occurrence of a termination of the Participant’s Service for any reason other than as contemplated by Section 2(c) hereof, all outstanding and unvested PSUs shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto. Notwithstanding anything to the contrary herein, upon a termination of the Participant’s Service for Cause, all PSUs, whether vested or unvested, shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto.

Section 3.Settlement. As soon as reasonably practicable following the Vesting Date, or the occurrence of a Change in Control that does not include the receipt of any Replacement Award by the Participant, as applicable (and in any event within 60 days following the Vesting Date or the occurrence of the Change in Control that does not include the receipt of any Replacement Award by the Participant, as applicable), any PSUs that become vested and non-forfeitable pursuant to Section 2 hereof and Exhibit A hereto shall be paid by the Company delivering to the Participant a number of Shares equal to the number of such PSUs.

Section 4.Restrictions on Transfer. No PSUs (nor any interest therein) may be sold, assigned, alienated, pledged, attached or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution, and any such purported sale, assignment, alienation, pledge, attachment, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute a sale, assignment, alienation, pledge, attachment, transfer or encumbrance. Notwithstanding the foregoing, at the discretion of the Committee, PSUs may be transferred by the Participant solely to the Participant’s spouse, siblings, parents, children and grandchildren or trusts for the benefit of such persons or partnerships, corporations, limited liability companies or other entities owned solely by such persons, including, but not limited to, trusts for such persons.

Section 5.Adjustments. The Award shall be subject to adjustment as provided in Section 4(b) of the Plan.

Section 6.No Right of Continued Service. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continued Service.

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Section 7.Tax Withholding. Unless determined otherwise by the Committee, the Company shall withhold from the Shares to be issued to the Participant pursuant to Section 3 hereof the number of Shares determined at up to the maximum allowable rate in the Participant’s relevant tax jurisdiction on the Shares’ Fair Market Value at the time such determination is made.

Section 8.No Voting Rights as a Stockholder; Rights to Dividends or Other Distributions. The Participant shall not have any voting privileges of a stockholder of the Company with respect to the Award unless and until Shares underlying the PSUs are delivered to the Participant in accordance with Section 3 hereof.

Section 9.Clawback. The Award shall be subject to recoupment in accordance with any existing clawback policy or clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by applicable law. In addition, the Board may impose such other clawback, recovery or recoupment provisions as the Board determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired Shares or other cash or property upon the occurrence of Cause. The implementation of any clawback policy shall not be deemed a triggering event for purposes of any definition of “Good Reason” or “constructive termination.”

Section 10.Amendment and Termination. Subject to Section 12 of the Plan, any amendment to this Agreement shall be in writing and signed by the parties hereto. Notwithstanding the immediately preceding sentence, subject to Section 12 of the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, this Agreement and/or the Award; provided that, subject to Section 12 of the Plan, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially impair the rights of the Participant or any holder or beneficiary of the Award shall not be effective without the written consent of the Participant, holder or beneficiary.

Section 11.Securities Law Requirements. Notwithstanding any other provision of this Agreement, the Company shall have no liability to make any distribution of Shares under this Agreement unless such delivery or distribution would comply with all applicable laws. In particular, no Shares shall be delivered to a Participant unless, at the time of delivery, the shares qualify for exemption from, or are registered pursuant to, applicable federal and state securities laws.

Section 12.Construction. The Participant hereby acknowledges that a copy of the Plan has been delivered to the Participant and accepts the Award hereunder subject to all terms and provisions of this Agreement. The construction of and decisions under this Agreement are vested in the Committee, whose determinations shall be final, conclusive and binding upon the Participant.

Section 13.Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the choice of law principles thereof.

Section 14.Counterparts. This Agreement may be executed in counterparts (including electronic or portable document format (.pdf) counterparts), each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

Section 15.Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

Section 16.Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and thereof.

3

[SIGNATURES ON FOLLOWING PAGE]

4

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Grant Date.

DASEKE, INC.

By:

Name: Jonathan Shepko

Title: CEO

PARTICIPANT

Participant’s Signature Date

Name: [•]

Address:

5

EXHIBIT A

PERFORMANCE VESTING CONDITIONS

6

EX-10.5

Exhibit 10.5

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT

DASEKE, INC.

2017 Omnibus Incentive Plan

This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”),

is made as of the [●] day of [●] 20[●], between Daseke, Inc. (the “Company”), and [●] (the “Participant”), and is made pursuant to the terms of the Company’s 2017 Omnibus Incentive Plan, as amended (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.

Section 1.Restricted Stock Units. The Company hereby issues to the Participant, as of the Grant Date, [●] restricted stock units (the “RSUs”), subject to such vesting, transfer and other restrictions and conditions as set forth in this Agreement (the “Award”). Each RSU represents the right to receive one share, subject to the terms and conditions set forth in this Agreement and the Plan. For purposes of this Agreement, the “Grant Date” shall be [●].

Section 2.Vesting Requirements.

(a)Generally. Except as otherwise provided herein, the RSUs (and any associated Dividend Equivalents, as defined below) shall vest and become non-forfeitable with respect to the number of Shares subject to the Award on the “Vesting Date” determined in accordance with the following schedule, subject to the Participant’s continuous service as a director of the Company (“Service”) from the Grant Date through the Vesting Date.

Vesting Date	Vesting Percentage
[●]	[●]%

(b)Change in Control. Notwithstanding Section 2(a) hereof, upon the occurrence of a Change in Control, 100% of any then unvested RSUs (and any Dividend Equivalents) granted hereunder shall immediately become fully vested and non-forfeitable, provided that the Participant remains in continuous Service from the Grant Date through the occurrence of the Change in Control, except to the extent that a Replacement Award (as such award is defined and determined under Section 13 of the Plan) is provided to the Participant to replace or adjust this outstanding Award.

(c)Involuntary Termination of Service due to Death or Disability. Notwithstanding Section 2(a) hereof, in the event of the Participant’s termination of Service prior to the Vesting Date by the Company and its Affiliates due to the Participant’s death or Disability, any then unvested RSUs (and any Dividend Equivalents associated with such unvested RSUs) shall immediately become vested and non-forfeitable on a pro rata basis based on the number of full months completed in the period beginning on January 1 immediately preceding the date of termination (“Termination Date”) and ending on the Termination Date divided by twelve.

(d)Other Terminations of Service. Upon the occurrence of a termination of the Participant’s Service for any reason other than as contemplated by Section 2(c) hereof, all outstanding and unvested RSUs (and any associated Dividend Equivalents) shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto. Notwithstanding anything to the contrary herein, upon a termination of the Participant’s Service for Cause, all RSUs and Dividend Equivalents, whether vested or unvested, shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto.

Section 3.Settlement. As soon as reasonably practicable following the earliest of the Vesting Date, Termination Date, or the occurrence of the Change in Control that does not include the receipt of any Replacement Award by the Participant, as applicable (and in any event within 60 days following the earliest of the Vesting Date, Termination Date, or the occurrence of the Change in Control that does not include the receipt of any Replacement Award by the Participant, as applicable), any RSUs and Dividend Equivalents that become vested and non-forfeitable pursuant to Section 2 hereof shall be paid by the Company delivering to the Participant, a number of Shares subject to such vested RSUs, plus an amount in cash equal to the associated Dividend Equivalents in respect of each vested RSU.

Section 4.Restrictions on Transfer. No RSUs (nor any interest therein) may be sold, assigned, alienated, pledged, attached or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any such purported sale, assignment, alienation, pledge, attachment, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute a sale, assignment, alienation, pledge, attachment, transfer or encumbrance. Notwithstanding the foregoing, at the discretion of the Committee, RSUs may be transferred by the Participant solely to the Participant’s spouse, siblings, parents, children and grandchildren or trusts for the benefit of such persons or partnerships, corporations, limited liability companies or other entities owned solely by such persons, including, but not limited to, trusts for such persons.

Section 5.Adjustments. The Award granted hereunder shall be subject to the adjustment as provided in Section 4(b) of the Plan.

Section 6.No Right of Continued Service. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continued Service.

Section 7.Tax Withholding. The Company will withhold from the cash or Shares to be issued to you (and from the amount of cash associated with any Dividend Equivalents payable to you) pursuant to Section 3 of this Agreement the amount of cash or number of Shares (and amount of cash) determined at up to the maximum allowable rate in the Participant’s relevant tax jurisdiction, based (with respect to the RSUs) on the Shares’ Fair Market Value at the time such determination is made.

Section 8.No Voting Rights as a Stockholder; Rights to Dividends or OtherDistributions. The Participant shall not have any voting privileges of a stockholder of the Company with respect to any RSUs unless and until Shares underlying the RSUs are delivered to the Participant in accordance with Section 3 hereof. However, in the event that the Company

declares and pays a dividend in respect of its outstanding Shares on or after the Grant Date and, on the record date for such dividend, the Participant holds RSUs granted pursuant to this Agreement that have not been settled, the Company shall retain an amount in cash equal to the cash dividends the Participant would have received if the Participant was the holder of record as of such record date, of the number of Shares related to the portion of the RSUs that have not been settled as of such record date, (such payments “Dividend Equivalents”). The Dividend Equivalents will be paid in accordance with Section 3 hereof.

Section 9.Clawback. The Award will be subject to recoupment in accordance with any existing clawback policy or clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Board may impose such other clawback, recovery or recoupment provisions as the Board determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired Shares or other cash or property upon the occurrence of Cause. The implementation of any clawback policy will not be deemed a triggering event for purposes of any definition of “constructive termination.”

Section 10.Amendment and Termination. Subject to the terms of the Plan, any amendment to this Agreement shall be in writing and signed by the parties hereto.

Notwithstanding the immediately-preceding sentence, subject to the terms of the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, this Agreement and/or the Award; provided that, subject to the terms of the Plan, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially impair the rights of the Participant or any holder or beneficiary of the Award shall not be effective without the written consent of the Participant, holder or beneficiary.

Section 11.Securities Law Requirements. Notwithstanding any other provision of this Agreement, the Company shall have no liability to make any distribution of Shares under this Agreement unless such delivery or distribution would comply with all applicable laws. In particular, no Shares will be delivered to a Participant unless, at the time of delivery, the shares qualify for exemption from, or are registered pursuant to, applicable federal and state securities laws.

Section 12.Construction. The Award granted hereunder is granted by the Company pursuant to the Plan and is in all respects subject to the terms and conditions of the Plan. The Participant hereby acknowledges that a copy of the Plan has been delivered to the Participant and accepts the Award hereunder subject to all terms and provisions of the Plan, which are incorporated herein by reference. In the event of a conflict or ambiguity between any term or provision contained herein and a term or provision of the Plan, the Plan will govern and prevail. The construction of and decisions under the Plan and this Agreement are vested in the Committee, whose determinations shall be final, conclusive and binding upon the Participant.

Section 13.Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the choice of law principles thereof.

Section 14.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

Section 15.Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

Section 16.Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof and thereof.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first written above.

DASEKE, INC.

By: Name:

Title:

PARTICIPANT

Participant’s Signature

Name:

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jonathan Shepko, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 of Daseke, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 3, 2021	By:	/s/ Jonathan Shepko
	Name:	Jonathan Shepko
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jason Bates, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 of Daseke, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 3, 2021	By:	/s/ Jason Bates
	Name:	Jason Bates
	Title:	Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Daseke , Inc. (the Company) for the period ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Jonathan Shepko, Chief Executive Officer and Director of the Company, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) the Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 3, 2021	By:	/s/ Jonathan Shepko
	Name:	Jonathan Shepko
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Daseke, Inc. (the Company) for the period ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the Report), Jason Bates, Executive Vice President and Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) the Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 3, 2021	By:	/s/ Jason Bates
	Name:	Jason Bates
	Title:	Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2021	Jul. 30, 2021
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2021
Entity File Number	001-37509
Entity Registrant Name	DASEKE, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-3913221
Entity Address, Address Line One	15455 Dallas Parkway
Entity Address, Address Line Two	Suite 550
Entity Address, City or Town	Addison
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75001
City Area Code	972
Local Phone Number	248-0412
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Common shares outstanding		62,323,709
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001642453
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	DSKE
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one half of a share of Common Stock at an exercise price of $5.75 per half share
Trading Symbol	DSKEW
Security Exchange Name	NASDAQ

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 111.7	$ 176.2
Accounts receivable, net of allowance of $2.0 at June 30, 2021 and $3.0 at December 31, 2020	189.8	154.4
Drivers' advances and other receivables	8.0	8.0
Other current assets	25.1	26.5
Total current assets	334.6	365.1
Property and equipment, net	393.8	402.7
Intangible assets, net	90.4	93.8
Goodwill	140.4	140.1
Right-of-use assets	124.5	121.1
Other non-current assets	4.4	4.1
Total assets	1,088.1	1,126.9
Current liabilities:
Accounts payable	16.2	16.5
Accrued expenses and other liabilities	53.8	35.7
Accrued payroll, benefits and related taxes	35.2	29.9
Accrued insurance and claims	19.6	23.7
Current portion of long-term debt	55.4	54.0
Warrant liability	4.1
Operating lease liabilities	34.0	30.9
Total current liabilities	218.3	190.7
Long-term debt, net of current portion	530.8	618.6
Deferred tax liabilities	80.2	70.0
Non-current operating lease liabilities	95.4	96.0
Warrant liability		6.3
Other non-current liabilities	5.4	6.5
Total liabilities	930.1	988.1
Commitments and contingencies (Note 9)
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 March 31, 2021 and December 31, 2020	65.0	65.0
Common stock, par value $0.0001 per share; 248,482,377 shares authorized, 63,804,434 and 65,023,174 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively	0.0	0.0
Additional paid-in-capital	394.9	401.6
Accumulated deficit	(302.3)	(327.8)
Accumulated other comprehensive income	0.4
Total stockholders' equity	158.0	138.8
Total liabilities and stockholders' equity	$ 1,088.1	$ 1,126.9

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Allowance	$ 2,000,000.0	$ 3.0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	248,482,377	248,482,377
Common stock, issued	63,804,434	65,023,174
Common stock, outstanding	63,804,434	65,023,174
Series A convertible preferred stock
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, authorized	10,000,000	10,000,000
Preferred stock, issued	650,000	650,000
Preferred liquidation preference	$ 65.0	$ 65.0

XML

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenues:
Total revenue	$ 404.0	$ 351.7	$ 737.9	$ 742.7
Operating expenses:
Salaries, wages and employee benefits	93.4	99.4	184.1	209.8
Operations and maintenance	37.3	45.3	67.6	90.9
Communications	1.1	0.9	2.2	1.9
Administrative expenses	12.7	17.2	29.2	37.4
Sales and marketing	0.5	0.3	1.1	1.0
Insurance and claims	9.9	15.6	26.7	30.6
Depreciation and amortization	22.2	22.8	44.4	49.1
Gain on disposition of property and equipment	(4.6)	0.4	(7.7)	(0.8)
Impairment	0.0	0.0	0.0	13.4
Restructuring charges	0.1	3.0	0.1	3.5
Total operating expenses	358.7	339.3	684.5	738.6
Income (loss) from operations	45.3	12.4	53.4	4.1
Other expense (income):
Interest income	(0.1)	(0.1)	(0.2)	(0.4)
Interest expense	7.6	11.0	18.7	23.0
Change in fair value of warrant liability	(7.8)	(1.1)	(2.2)	(2.1)
Other	(0.4)	(1.1)	(0.8)	0.1
Total other expense	(0.7)	8.7	15.5	20.6
Income (loss) before income tax	46.0	3.7	37.9	(16.5)
Income tax benefit	10.7	2.1	9.9	1.8
Net loss	35.3	1.6	28.0	(14.7)
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax of $0.0, $0.1, $0.0 and $(0.1), respectively	0.2	0.2	0.4	(0.3)
Comprehensive loss	(35.5)	1.8	(28.4)	(15.0)
Net income (loss)	35.3	1.6	28.0	(14.7)
Less dividends to convertible preferred stockholders	(1.3)	(1.3)	(2.5)	(2.5)
Net loss attributable to common stockholders	$ 34.0	$ 0.3	$ 25.5	$ (17.2)
Loss per common share:
Basic (in dollars per share)	$ 0.52	$ 0.00	$ 0.39	$ (0.27)
Diluted (in dollars per share)	$ 0.49	$ 0.00	$ 0.38	$ (0.27)
Weighted-average common shares outstanding:
Basic (in shares)	64,842,620	64,173,164	64,960,833	64,625,347
Diluted (in shares)	71,866,303	64,711,210	66,154,571	64,625,347
Dividends declared per convertible preferred share	$ 1.91	$ 1.91	$ 3.81	$ 3.81
Series A
Other comprehensive income (loss):
Less dividends to convertible preferred stockholders	$ (1.3)	$ (1.3)	$ (2.5)	$ (2.5)
Net loss attributable to common stockholders	(34.0)	0.3	(25.5)	(17.2)
Company freight
Revenues:
Total revenue	163.6	167.0	308.7	347.9
Operating expenses:
Purchased freight	155.3	112.2	276.7	246.4
Owner operator freight
Revenues:
Total revenue	129.1	96.0	234.2	203.8
Brokerage
Revenues:
Total revenue	66.7	57.9	115.2	119.6
Logistics
Revenues:
Total revenue	10.7	8.8	19.2	18.9
Fuel surcharge
Revenues:
Total revenue	33.9	22.0	60.6	52.5
Operating expenses:
Fuel	27.0	18.2	52.4	46.9
Service
Operating expenses:
Taxes and licenses	$ 3.8	$ 4.0	$ 7.7	$ 8.5

XML

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Foreign currency translation adjustments tax expense (benefit)	$ 0.0	$ 0.1	$ 0.0	$ (0.1)

XML

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Millions	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive (Loss)	Series A convertible preferred stock
Balance (in Value) at Dec. 31, 2019	$ 134.5		$ 396.9	$ (327.0)	$ (0.4)	$ 65.0
Balance (in Shares) at Dec. 31, 2019		64,589,075				650,000
Vesting of restricted stock units (in Shares)		8,950
Series A convertible preferred stock dividend	(1.2)			(1.2)
Stock-based compensation expense	0.9		0.9
Foreign currency translation adjustments	(0.5)				(0.5)
Net income (loss)	(16.3)			(16.3)
Balance (in Value) at Mar. 31, 2020	117.4		397.8	(344.5)	(0.9)	$ 65.0
Balance (in Shares) at Mar. 31, 2020		64,598,025				650,000
Balance (in Value) at Dec. 31, 2019	134.5		396.9	(327.0)	(0.4)	$ 65.0
Balance (in Shares) at Dec. 31, 2019		64,589,075				650,000
Foreign currency translation adjustments	(0.3)
Net income (loss)	(14.7)
Balance (in Value) at Jun. 30, 2020	118.9		398.8	(344.2)	(0.7)	$ 65.0
Balance (in Shares) at Jun. 30, 2020		64,727,425				650,000
Balance (in Value) at Mar. 31, 2020	117.4		397.8	(344.5)	(0.9)	$ 65.0
Balance (in Shares) at Mar. 31, 2020		64,598,025				650,000
Vesting of restricted stock units (in Value)	(0.1)		(0.1)
Vesting of restricted stock units (in Shares)		129,400
Series A convertible preferred stock dividend	(1.3)			(1.3)
Stock-based compensation expense	1.1		1.1
Foreign currency translation adjustments	0.2				0.2
Net income (loss)	1.6			1.6
Balance (in Value) at Jun. 30, 2020	118.9		398.8	(344.2)	(0.7)	$ 65.0
Balance (in Shares) at Jun. 30, 2020		64,727,425				650,000
Balance (in Value) at Dec. 31, 2020	138.8		401.6	(327.8)		$ 65.0
Balance (in Shares) at Dec. 31, 2020		65,023,174				650,000
Exercise of stock options (in Value)	0.6		0.6
Exercise of stock options (in shares)		149,545
Vesting of restricted stock units (in Value)	(0.8)		(0.8)
Vesting of restricted stock units (in Shares)		5,737
Series A convertible preferred stock dividend	(1.2)			(1.2)
Stock-based compensation expense	1.4		1.4
Foreign currency translation adjustments	0.2				0.2
Net income (loss)	(7.3)			(7.3)
Balance (in Value) at Mar. 31, 2021	131.7		402.8	(336.3)	0.2	$ 65.0
Balance (in Shares) at Mar. 31, 2021		65,178,456				650,000
Balance (in Value) at Dec. 31, 2020	138.8		401.6	(327.8)		$ 65.0
Balance (in Shares) at Dec. 31, 2020		65,023,174				650,000
Foreign currency translation adjustments	0.4
Net income (loss)	28.0
Balance (in Value) at Jun. 30, 2021	158.0		394.9	(302.3)	0.4	$ 65.0
Balance (in Shares) at Jun. 30, 2021		63,804,434				650,000
Balance (in Value) at Mar. 31, 2021	131.7		402.8	(336.3)	0.2	$ 65.0
Balance (in Shares) at Mar. 31, 2021		65,178,456				650,000
Vesting of restricted stock units (in Value)	(0.3)		(0.3)
Vesting of restricted stock units (in Shares)		143,601
Series A convertible preferred stock dividend	(1.3)			(1.3)
Stock repurchased and retired during period	$ (10.5)		(10.5)
Stock repurchased and retired during period (in shares)	(1,517,623)	(1,517,623)
Stock-based compensation expense			2.9
Foreign currency translation adjustments	$ 0.2				0.2
Net income (loss)	35.3			35.3
Balance (in Value) at Jun. 30, 2021	$ 158.0		$ 394.9	$ (302.3)	$ 0.4	$ 65.0
Balance (in Shares) at Jun. 30, 2021		63,804,434				650,000

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities
Net income (loss)	$ 28.0	$ (14.7)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation	40.9	45.5
Amortization of intangible assets	3.5	3.6
Amortization of deferred financing fees	1.1	2.1
Non-cash operating lease expense	(0.8)	2.7
Change in fair value of warrant liability	(2.2)	(2.1)
Write-off of deferred financing fees	1.1	0.0
Stock-based compensation expense	3.2	2.6
Deferred taxes	9.8	(1.8)
Bad debt (recovery) expense	(0.3)	1.3
Gain on disposition of property and equipment	(7.7)	(0.8)
Impairment	0.0	13.4
Changes in operating assets and liabilities
Accounts receivable	(34.8)	34.0
Drivers' advances and other receivables	(0.6)	(1.2)
Other current assets	1.1	(4.6)
Accounts payable	(0.3)	(2.3)
Accrued expenses and other liabilities	14.9	5.2
Net cash provided by operating activities	58.1	82.9
Cash flows from investing activities
Purchases of property and equipment	(18.0)	(14.9)
Proceeds from sale of property and equipment	26.6	36.4
Net cash provided by investing activities	8.6	21.5
Cash flows from financing activities:
Advances on line of credit	747.2	736.4
Repayments on line of credit	(747.2)	(738.1)
Principal payments on long-term debt	(212.4)	(39.1)
Proceeds from long-term debt	97.5	0.0
Payments of deferred financing fees	(3.4)	0.0
Repurchase common stock	10.5	0.0
Exercise of options	0.4	0.0
Net cash used in financing activities	(130.9)	(43.3)
Effect of exchange rates on cash and cash equivalents	(0.3)	0.5
Net increase (decrease) in cash and cash equivalents	(64.5)	61.6
Cash and cash equivalents - beginning of period	176.2	95.7
Cash and cash equivalents - end of period	111.7	157.3
Supplemental disclosure of cash flow information
Cash paid for interest	15.1	20.8
Cash paid for income taxes	3.4	1.3
Noncash investing and financing activities
Property and equipment acquired with debt or finance lease obligations	29.2	30.0
Property and equipment sold for notes receivable	0.0	0.1
Right-of-use assets acquired	16.5	26.8
Series A
Cash flows from financing activities:
Convertible preferred stock dividends	$ (2.5)	$ (2.5)

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NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2021

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.’s (the Company or Daseke) wholly-owned subsidiary Daseke Companies, Inc., was incorporated in December 2008 and began operations on January 1, 2009. Daseke is engaged in full service open-deck trucking that focuses primarily in flatbed truckload and heavy haul transportation of specialized items throughout the United States, Canada and Mexico. The Company also provides logistical planning and warehousing services to customers. The Company is subject to regulation by the Department of Transportation, the Department of Defense, the Department of Energy, and various state regulatory authorities in the United States. The Company is also subject to regulation by the Ministries of Transportation and Communications and various provincial regulatory authorities in Canada.

Basis of Presentation

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, 2021 are not necessarily indicative of the results that may be expected for the year ended December 31, 2021.

The consolidated balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at that date. On May 6, 2021, the Company filed an Amended Annual Report on Form 10-K/A (Amended 10-K) in order to restate the financial statements to reflect warrants as a liability and changes in fair value recorded as non-cash income or expense.  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, 2020 as set forth in the Company’s Amended 10-K.

Fair Value Measurements

The Company follows the accounting guidance for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a framework for measuring fair value and expands disclosures about fair value measurements. The three levels of the fair value framework are as follows:

Level 1 – Quoted market prices in active markets for identical assets or liabilities.

Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3 – Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.

A financial asset or liability’s classification within the framework is determined based on the lowest level of input that is significant to the fair value measurement.

The Company may be required, on a non-recurring basis, to adjust the carrying value of the Company’s property and equipment, intangible assets, goodwill and contingent consideration. When necessary, these valuations are determined by the Company using Level 3 inputs. These assets are subject to fair value adjustments in certain circumstances, such as when there is evidence that impairment may exist.

The Company’s warrant liabilities are included within the Level 1 and Level 3 fair value hierarchy.   The fair value of the Public Warrants is determined using the closing price of the warrants on the NASDAQ market. The fair value of the Private Placement Warrants is determined using the Black-Scholes option pricing formula. The primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility. The expected volatility was estimated considering observable Daseke public warrant pricing, Daseke’s own historical volatility and the volatility of guideline public companies.

The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value (in millions):

	Fair value as of June 30, 2021
Liabilities:	Level 1		Level 2		Level 3		Total
Warrant liability	$	2.3	$	—	$	1.8	$	4.1
Total fair value	$	2.3	$	—	$	1.8	$	4.1

	Fair value as of December 31, 2020
Liabilities:	Level 1		Level 2		Level 3		Total
Warrant liability	$	3.6	$	—	$	2.7	$	6.3
Total fair value	$	3.6	$	—	$	2.7	$	6.3

The table below is a summary of the changes in the fair value of the warrant liability within the Level 3 fair value hierarchy for the six months ended June 30, 2021 (in millions):

	Six Months Ended
	June 30, 2021
Balance at beginning of period	$	2.7
Change in fair value		(0.9	)
Balance at end of period	$	1.8

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06 – Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The guidance simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments are effective for the Company for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The guidance must be adopted as of the beginning of the fiscal year of adoption. ASU 2020-06 is not expected to have a material impact on the Company’s consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04 –  Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. ASU 2020-04 is not expected to have a material impact on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12 – Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in the accounting standards. The amendments in ASU 2019-12 eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes. The amendments in ASU 2019-12 will become effective for the Company on January 1, 2022. Early adoption is permitted, including adoption in any interim period.  ASU 2019-12 is not expected to have a material impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Accounting for Credit Losses (Topic 326). ASU 2016-13 requires the use of an “expected loss” model on certain types of financial instruments. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets, including trade receivables. The new standard will become effective for the Company beginning with the first quarter 2023 and is not expected to have a material impact on the Company’s consolidated financial statements.

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 in purchased freight on the consolidated statements of operations and comprehensive income (loss). The Company's equipment leases may include options for the lessee to purchase the equipment at the end of the lease term or terminate the lease prior to the end of the lease term. When an asset reaches the end of its useful economic life, the Company disposes of the asset.

Lease income from lease payments related to these operating leases for the three and six months ended June 30, 2021 was $7.0 million and $13.0 million, respectively. Lease income from lease payments related to these operating leases for the three and six months ended June 30, 2020 was $6.2 million and $12.4 million, respectively. 

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OTHER CURRENT ASSETS

6 Months Ended

Jun. 30, 2021

OTHER CURRENT ASSETS

OTHER CURRENT ASSETS

NOTE 2 – OTHER CURRENT ASSETS

The components of other current assets are as follows as of June 30, 2021 and December 31, 2020 (in millions):

	June 30,		December 31,
	2021		2020
Insurance	$	8.0	$	12.0
Licensing, permits and tolls		5.2		4.9
Parts supplies		3.5		3.1
Highway and fuel taxes		3.4		1.1
Other prepaids		1.7		3.2
Other assets		1.7		0.6
Income tax receivable		1.6		1.6
	$	25.1	$	26.5

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INTEGRATION AND RESTRUCTURING

6 Months Ended

Jun. 30, 2021

INTEGRATION AND RESTRUCTURING

INTEGRATION AND RESTRUCTURING

NOTE 3 – 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, which was completed during the fourth quarter of 2020. As a result of the planned divestiture of Aveda, impairment charges of $13.4 million were recorded for the three months ended March 31, 2020 consisting of property and equipment of $4.0 million, right-of-use assets of $3.2 million and tradename intangible assets of $6.2 million.

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 June 30, 2021, one of these integrations had been completed, and the Company expects to complete the remaining integration in late 2021.

The Company recorded $0.1 million and $3.0 million of integration and restructuring expenses in connection with the Plan and Project Pivot in the three months ended June 30, 2021 and 2020, respectively. The Company recorded $0.1 million and $3.5 million of integration and restructuring expenses in connection with the Plan and Project Pivot in the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021, we have incurred a cumulative total of $9.8 million in integration and restructuring costs since inception of the Plan.

The following table summarizes the integration and restructuring costs as of June 30, 2021 (in millions):

	Severance			Operating
	and			Lease
	Other Payroll			Termination		Other			Total
Balance at December 31, 2020	$	0.1		$	—	$	—		$	0.1
Specialized Solution
Costs accrued		—			—		0.1			0.1
Amounts paid or charged		—			—		(0.1	)		(0.1	)
Specialized Solution balance at June 30, 2021		—			—		—			—
Flatbed Solution
Costs accrued		—			—		—			—
Amounts paid or charged		—			—		—			—
Flatbed Solution balance at June 30, 2021		—			—		—			—
Corporate
Costs accrued		—			—		—			—
Amounts paid or charged		—			—		—			—
Adjustments		(0.1	)		—					(0.1	)
Corporate balance at June 30, 2021		(0.1	)		—		—			(0.1	)
Consolidated
Costs accrued		—			—		0.1			0.1
Amounts paid or charged		—			—		(0.1	)		(0.1	)
Adjustments		(0.1	)		—		—			(0.1	)
Consolidated balance at June 30, 2021	$	—		$	—	$	—		$	—

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PROPERTY AND EQUIPMENT

6 Months Ended

Jun. 30, 2021

PROPERTY AND EQUIPMENT.

PROPERTY AND EQUIPMENT

NOTE 4 – PROPERTY AND EQUIPMENT

The components of property and equipment are as follows as of June 30, 2021 and December 31, 2020 (in millions):

	June 30,			December 31,
	2021			2020
Revenue equipment	$	516.4		$	546.7
Assets leased and available for lease to owner-operators		110.8			87.1
Buildings and improvements		56.4			57.0
Furniture and fixtures, office and computer equipment and vehicles		33.4			31.9
		717.0			722.7
Accumulated depreciation		(323.2	)		(320.0	)
Property and equipment, net	$	393.8		$	402.7

Depreciation expense on property and equipment was $20.4 million and $21.0 million for the three months ended June 30, 2021 and 2020, respectively. Depreciation expense on property and equipment was $40.9 million and $45.5 million for the six months ended June 30, 2021 and 2020, respectively.

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ACCRUED EXPENSES AND OTHER LIABILITIES

6 Months Ended

Jun. 30, 2021

ACCRUED EXPENSES AND OTHER LIABILITIES

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, 2021 and December 31, 2020 (in millions):

	June 30,		December 31,
	2021		2020
Brokerage and escorts	$	17.1	$	11.9
Unvouchered payables		12.8		6.1
Owner-operator deposits		10.2		7.8
Other accrued expenses		8.6		6.8
Fuel and fuel taxes		1.8		1.1
Accrued property taxes and sales taxes payable		1.7		1.5
Interest		1.6		0.5
	$	53.8	$	35.7

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LONG-TERM DEBT

6 Months Ended

Jun. 30, 2021

LONG-TERM DEBT.

LONG-TERM DEBT

NOTE 6 – LONG-TERM DEBT

Long-term debt consists of the following as of June 30, 2021 and December 31, 2020 (in millions):

	June 30,			December 31,
	2021			2020
Term loan facility	$	399.0		$	483.5
Equipment term loans		163.6			164.9
Finance leases		31.8			31.3
		594.4			679.7
Less current portion		(55.4	)		(54.0	)
Less unamortized debt issuance costs		(8.2	)		(7.1	)
Total long-term debt	$	530.8		$	618.6

Term Loan Facility

On March 9, 2021, the Company and Daseke Companies, Inc., a wholly-owned subsidiary of the Company (the Term Loan Borrower), entered into a Refinancing Amendment (Amendment No. 3 to Term Loan Agreement) (the Term Loan Amendment) with JPMorgan Chase Bank, N.A., as successor administrative agent and collateral agent and a replacement lender, Credit Suisse AG, Cayman Islands Branch, as predecessor administrative agent and collateral agent, the other loan parties party thereto and the other financial institutions party thereto. Pursuant to the Term Loan Amendment, the Company prepaid, refinanced and replaced all of its issued and outstanding term loans under its Term Loan Facility (as defined below) in an aggregate principal amount of approximately $483.5 million (the Prior Term Loans) utilizing proceeds from (i) replacement term loans in aggregate principal amount of $400.0 million (the Replacement Term Loans) and (ii) approximately $83.5 million from its cash balance.

The terms of the Replacement Term Loans are governed by a $400.0 million term loan facility (the Term Loan Facility) evidenced by a Term Loan Agreement dated as of February 27, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the Term Loan Agreement), among the Company, the Term Loan Borrower, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the Term Loan Agent), and the other lenders from time to time party thereto with a scheduled maturity date of March 9, 2028. The Replacement Term Loans are, at the Company’s election from time to time, comprised of alternate base rate loans (an ABR Borrowing) or adjusted LIBOR loans (a Eurodollar Rate Borrowing), with the applicable margins of interest being an alternate base rate (subject to a 1.75% floor) plus 3.00% per annum and LIBOR (subject to a 0.75% floor) plus 4.00% per annum. During the three months ended June 30, 2021 and 2020, the weighted average interest rate on the Term Loan Facility was 4.8% and 6.0%, respectively. During the six months ended June 30, 2021 and 2020, the weighted average interest rate on the Term Loan Facility was 5.1% and 6.3%, respectively.

The Term Loan Facility is secured by substantially all assets of the Company, excluding those assets collateralizing certain equipment and real estate debt and other customary exceptions.

The Term Loan Facility permits voluntary prepayments of borrowings. In certain circumstances (subject to exceptions, exclusions and, in the case of excess cash flow, step-downs described below), the Company may also be required to make an offer to prepay the Replacement Term Loans if it receives proceeds as a result of certain asset sales, debt issuances, casualty or similar events of loss, or if it has excess cash flow (defined as an annual amount calculated using a customary formula based on consolidated Adjusted EBITDA, including, among other things, deductions for (i) the amount of certain voluntary prepayments of the Replacement Term Loans and (ii) the amount of certain capital expenditures, acquisitions, investments and restricted payments). The percentage of excess cash flow that must be applied as a mandatory prepayment is 50%, 25% or 0% for excess cash flow periods for the year ending December 31, 2018 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. As of June 30, 2021, the Company was in compliance with all covenants contained in the Term Loan Facility.

ABL Facility

The Company has a senior secured asset-based revolving line of credit (the ABL Facility) under a credit agreement (as amended, restated, supplemented or otherwise modified from time to time, the ABL Credit Agreement) with PNC Bank, National Association, as administrative agent and the lenders party thereto (the ABL Agent).

On April 29, 2021, the Company, Daseke Companies, Inc., a wholly-owned subsidiary of the Company, and the Company’s other domestic subsidiaries party thereto (together with Daseke Companies, Inc., the ABL Borrowers) entered into the Fifth Amendment to Fifth Amended and Restated Revolving Credit and Security Agreement (the ABL Amendment) with the financial institutions party thereto as lenders and the ABL Agent), which amends certain terms of the ABL Credit Agreement.

Principally, the ABL Amendment extended the scheduled maturity date of the ABL Facility from February 27, 2025 to April 29, 2026. The ABL Amendment also, among other things, (a) increased the Maximum Revolving Advance Amount from $100 million to $150 million, (b) provides that the Maximum Revolving Advance Amount (as defined therein) may be increased further from $150 million to $200 million (the ABL Amendment did not result in such an increase), (c) removed the ABL Borrowers’ total leverage financial covenant, which had been tested on a quarterly basis and (d) provided additional covenant flexibility in the form of increased debt, lien, investment, disposition and restricted payment baskets.

The ABL Facility also provides for the issuance of letters of credit subject to certain restrictions and a sublimit of $40 million.  As of June 30, 2021, the Company had no borrowings, $23.7 million in letters of credit outstanding, and could incur approximately $119.3 million of additional indebtedness under the ABL Facility, based on current qualified collateral.

At June 30, 2021, the interest rate on the ABL Facility was 3.75%. Margins on the ABL Facility are adjusted, if necessary, to the applicable rates set forth in the following table corresponding to the average RLOC Utilization for the trailing 12 month period on the last day of the most recently completed fiscal quarter. RLOC Utilization at a particular date shall mean an amount equal to (a)(i) outstanding amount of Revolving Advances plus (ii) the outstanding amount of the Swing Loans plus (iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, divided by (b) Maximum Revolving Advance Amount.

RLOC Utilization	Base Rate Margins			LIBOR Rate Margins
Less than 33.3%		0.50	%		1.50	%
Greater than or equal to 33.3%, but less than 66.6%		0.75	%		1.75	%
Greater than or equal to 66.6%		1.00	%		2.00	%

The ABL Facility is secured by all of the Company’s U.S.-based accounts receivable, parts supplies, cash and cash equivalents excluding proceeds of Term Loan Facility, securities and deposit accounts and other general assets not included in the Term Loan Facility collateral.

The ABL Facility contains a financial covenant such that during any period after a default or event of default or after excess availability falling below 17.5% of the maximum credit amount, continuing until such time as no default or event of default has existed and excess availability has exceeded such amounts for a period of 60 consecutive days, a financial covenant requiring the Company to maintain a minimum consolidated fixed charge coverage ratio of 1.00x, tested on a quarterly basis. The Company’s fixed charge coverage ratio is defined as the ratio of (1) consolidated Adjusted EBITDA minus unfinanced capital expenditures, cash taxes and cash dividends or distributions, to (2) the sum of all funded debt payments for the four-quarter period then ending (with customary add-backs permitted to consolidated Adjusted EBITDA).

The ABL Facility contains affirmative and negative covenants similar to those in the Term Loan Facility, together with such additional terms as are customary for a senior secured asset-based revolving credit facility.

As of June 30, 2021, the Company was in compliance with all covenants contained in the ABL Facility.

Equipment Term Loans and Mortgages

As of June 30, 2021, the Company had term loans collateralized by equipment in the aggregate amount of $161.2 million with 16 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 July 2027. The weighted average interest rate for the three months ended June 30, 2021 and 2020 was 3.9% and 3.8%, respectively.  The weighted average interest rate for the six months ended June 30, 2021 and 2020 was 4.1% and 4.4%, respectively. 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 June 30, 2021, 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.

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INCOME TAXES

6 Months Ended

Jun. 30, 2021

INCOME TAXES

INCOME TAXES

NOTE 7 – INCOME TAXES

The effective tax rates for the three months ended June 30, 2021 and 2020 were 23.3% and 56.8%, respectively. The effective tax rates for the six months ended June 30, 2021 and 2020 were 26.1% and 10.9%, respectively. The difference between the Company’s effective tax rate and the federal statutory rate primarily results from the jurisdictional mix of earnings, combined with the unfavorable impact of nondeductible expenses, including the effect of the per diem pay structure for drivers and the change in fair value of warrant liability. State 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 income tax. The effective tax rate for the three months ended June 30, 2021 differs from the effective tax rate for the same period in 2020 primarily due to the decision to use the actual effective tax rate in the first quarter of 2020 as the annual effective tax rate method did not provide a reliable estimate of the income tax benefit. The effective tax rate for the six months ended June 30, 2021 differs from the effective tax rate for the same period in 2020 primarily due to the impact of permanent differences in relation to forecasted earnings before income taxes each period.

There were no changes in uncertain tax positions during the three and six months ended June 30, 2021.

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STOCK-BASED COMPENSATION

6 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

NOTE 8 – STOCK-BASED COMPENSATION

Under the 2017 Omnibus Incentive Plan (as amended from time to time, 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. On June 18, 2021, at the Company's 2021 annual meeting of stockholders, the Company’s stockholders approved an amendment and restatement (the Restatement) of the Plan. The Restatement Plan increased the number of shares that may be granted as awards thereunder by 4.0 million and extended the scheduled expiration date of the Plan from February 27, 2027 to June 18, 2031.

As of June 30, 2021, the Company has 3.2 million shares of common stock available for issuance under the Plan. Equity awards to non-directors under the Plan generally vest annually on a pro-rata basis over a three to five-year period on the anniversary of each grant date. The Company also grants equity awards to our directors under the Plan. The awards granted to directors vest ratably over periods of one to five years annually on the anniversary of each grant date.

Aggregate stock-based compensation charges, net of forfeitures, were $0.8 million and $1.1 million for the three months ended June 30, 2021 and 2020, respectively, and $3.2 million and $2.0 million for the six months ended June 30, 2021 and 2020, respectively. These expenses are included as a component of salaries, wages and employee benefits on the accompanying consolidated statements of operations and comprehensive income (loss).

Stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized on a straight-line basis 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 June 30, 2021, there was $3.2 million, $2.0 million, and $5.3 million of unrecognized stock-based compensation expense related to stock options, restricted stock units and performance stock units (PSUs), respectively. This expense will be recognized over the weighted average periods of 1.6 years for stock options, 1.1 years for restricted stock units and 1.8 years for PSUs.

Stock Options

The following table summarizes stock option grants:

Grantee Type	# of Options Granted		Issued and Outstanding		Vesting Period	Weighted Average Exercise Price		Weighted Average Grant Date Fair Value (Per Option)
Director Group		150,000		75,000	5 years	$	9.98	$	4.36
Employee Group		4,662,630		2,571,557	3-5 years	$	5.60	$	3.08
Total				2,646,557

A summary of option activity as of June 30, 2021 and changes during the six months then ended are as follows:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Terms (Years)		Aggregate Intrinsic Value (in millions)
Outstanding as of January 1, 2021		3,114,931		$	6.19		7.9	$	5.9
Exercised		(149,545	)		2.96
Forfeited or expired		(318,829	)		6.66
Outstanding as of June 30, 2021		2,646,557		$	6.32		7.3	$	5.9
Exercisable as of June 30, 2021		1,539,985		$	7.90		6.8	$	2.0
Vested and expected to vest as of June 30, 2021		2,646,557		$	6.32		7.3	$	5.9

The stock options’ maximum contract term is ten years. The Company did not grant any stock options during the six months ended June 30, 2021.

Restricted Stock Units

Restricted stock units are nontransferable until vested. The Plan Committee (as defined in the Plan) may, in its sole discretion, grant dividend or dividend equivalents with respect to non-vested units. Prior to vesting, the grantees of restricted stock units are not entitled to vote the shares. Restricted stock unit awards typically vest in equal annual increments over the vesting period.

The following table summarizes restricted stock unit grants under the Plan:

Grantee Type	# of Restricted Stock Units Granted		Issued and Outstanding		Vesting Period	Weighted Average Grant Date Fair Value (Per Unit)
Director Group		933,237		289,241	1-2 years	$	2.96
Employee Group		1,647,461		212,920	3-5 years	$	10.40
Total				502,161

A summary of restricted stock unit awards activity under the Plan as of June 30, 2021 and changes during the six months then ended are as follows:

	Units			Weighted Average Grant Date Fair Value (Per Unit)
Non-vested as of January 1, 2021		594,801		$	5.72
Granted		118,047			6.92
Vested		(180,549	)		6.35
Forfeited		(30,138	)		10.08
Non-vested as of June 30, 2021		502,161		$	5.52

Performance Stock Units

PSUs become eligible for vesting in shares upon the achievement of specific performance and market-based conditions and subject to final vesting based on the participant’s continued employment through the end of the requisite service periods. The grant date fair value of PSUs was determined using a Monte Carlo probability model and compensation cost is recognized ratably over the requisite service period.

As of June 30, 2021, the Company had 1,613,210 total PSUs outstanding. There are 1,495,000 PSUs in which the vesting occurs upon the achievement of specific market-based conditions based on the performance of per share price of the Company’s common stock and subject to final vesting based on the participant’s continued employment through the end of the requisite service periods.

In addition, there are 118,210 PSUs in which the vesting occurs upon the achievement of specific performance-based conditions based on the Company's financial performance over a three year performance period and modified based on the Company's Relative Total Shareholder Return and subject to final vesting based on the participant’s continued employment through the end of the requisite service periods. The

amount of awards that will ultimately vest for these 118,210 PSUs can range from 0% to 200% based on the Company’s Relative Total Shareholder Return calculated over a three year period beginning January 1 of the year each grant was made. The Company currently expects that these PSUs will vest at 100%.

The following inputs and assumptions were used to calculate the fair value of the PSUs for the shares granted during the six months ended June 30, 2021:

Weighted average expected life	2.5 years
Risk-free interest rate	0.38%
Expected volatility	93.80%
Expected dividend yield	0.00%

A summary of performance stock unit awards activity as of June 30, 2021 and changes during the six months ended are as follows:

	Units			Weighted Average Grant Date Fair Value (Per Unit)
Non-vested as of January 1, 2021		1,716,100		$	1.38
Granted		118,210			7.45
Vested		—			—
Forfeited		(221,100	)		6.30
Non-vested as of June 30, 2021		1,613,210		$	2.28

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2021

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Letters of Credit

The Company had outstanding letters of credit as of June 30, 2021 totaling approximately $26.1 million, including those disclosed in Note 6. 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.

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COMMON STOCK REPURCHASE PROGRAM

6 Months Ended

Jun. 30, 2021

COMMON STOCK REPURCHASE PROGRAM

COMMON STOCK REPURCHASE PROGRAM

NOTE 10 – COMMON STOCK REPURCHASE PROGRAM

On March 22, 2021, the Company’s Board of Directors authorized the repurchase of up to three million shares of the Company’s common stock. Shares are effectively retired at the time of purchase. As of and during the three months ended June 30, 2021, the Company repurchased and retired 1,517,623 shares, at an aggregate price of $10.5 million.

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REPORTABLE SEGMENTS

6 Months Ended

Jun. 30, 2021

REPORTABLE SEGMENTS

REPORTABLE SEGMENTS

NOTE 11 – REPORTABLE SEGMENTS

The Company evaluates the performance of the reportable 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 for the Flatbed Solutions segment totaled $0.9 million and $1.8 million for the three months ended June 30, 2021 and 2020, respectively. Intersegment revenues and expenses for the Specialized Solutions segment totaled $2.0 million and $4.8 million for the three months ended June 30, 2021 and 2020, respectively. Intersegment revenues and expenses for the Flatbed Solutions segment totaled $1.8 million and $3.5 million for the six months ended June 30, 2021 and 2020, respectively. Intersegment revenues and expenses for the Specialized Solutions segment totaled $4.3 million and $7.5 million for the six months ended June 30, 2021 and 2020, respectively.

The following tables reflect certain financial data of the Company’s reportable segments for the three and six months ended June 30, 2021 and 2020 (in millions):

	Flatbed			Specialized
	Solutions			Solutions			Corporate/			Consolidated
	Segment			Segment			Eliminations			Total
Three Months Ended June 30, 2021
Total revenue	$	180.9		$	226.1		$	(3.0	)	$	404.0
Company freight		47.7			118.3			(2.4	)		163.6
Owner operator freight		88.9			40.7			(0.5	)		129.1
Brokerage		25.3			41.5			(0.1	)		66.7
Logistics		1.3			9.3			0			10.7
Fuel surcharge		17.7			16.3			(0.1	)		33.9
Operating income (loss)		22.9			29.0			(6.6	)		45.3
Depreciation		8.1			12.1			0.2			20.4
Amortization of intangible assets		0.8			1.0			—			1.8
Restructuring		—			0.1			—			0.1
Non-cash operating lease expense		(0.1	)		(0.3	)		—			(0.4	)
Interest expense		0.9			1.3			5.4			7.6
Income (loss) before income tax		22.1			28.0			(4.1	)		46.0
Capital expenditures		7.7			13.5			6.4			27.6
Three Months Ended June 30, 2020
Total revenue	$	137.2		$	221.5		$	(7.0	)	$	351.7
Company freight		48.9			121.6			(3.5	)		167.0
Owner operator freight		60.1			38.3			(2.4	)		96.0
Brokerage		15.5			43.1			(0.7	)		57.9
Logistics		0.7			8.1			—			8.8
Fuel surcharge		12.0			10.4			(0.4	)		22.0
Operating income (loss)		10.7			14.5			(12.8	)		12.4
Depreciation		8.5			12.2			0.3			21.0
Amortization of intangible assets		0.8			1.0			—			1.8
Restructuring		0.2			2.8			—			3.0
Non-cash operating lease expense		1.2			(1.4	)		—			(0.2	)
Interest expense		2.4			2.8			5.8			11.0
Income (loss) before income tax		8.5			12.5			(17.3	)		3.7
Capital expenditures		9.2			21.4			—			30.6

	Flatbed			Specialized
	Solutions			Solutions			Corporate/			Consolidated
	Segment			Segment			Eliminations			Total
Six Months Ended June 30, 2021
Total revenue	$	334.4		$	409.8		$	(6.3	)	$	737.9
Company freight		92.4			221.1			(4.8	)		308.7
Owner operator freight		159.9			75.3			(1.0	)		234.2
Brokerage		47.5			68.1			(0.4	)		115.2
Logistics		2.5			16.5			0.2			19.2
Fuel surcharge		32.1			28.8			(0.3	)		60.6
Operating income (loss)		33.9			39.5			(20.0	)		53.4
Depreciation		16.1			24.2			0.6			40.9
Amortization of intangible assets		1.5			2.0			—			3.5
Restructuring		—			0.1			—			0.1
Non-cash operating lease expense		(0.2	)		(0.6	)		—			(0.8	)
Interest expense		2.6			3.4			12.7			18.7
Income (loss) before income tax		31.5			36.8			(30.4	)		37.9
Capital expenditures		16.7			24.1			6.4			47.2
Six Months Ended June 30, 2020
Total revenue	$	292.4		$	461.9		$	(11.6	)	$	742.7
Company freight		100.2			253.7			(6.0	)		347.9
Owner operator freight		126.3			81.0			(3.5	)		203.8
Brokerage		35.0			86.0			(1.4	)		119.6
Logistics		1.5			17.3			0.1			18.9
Fuel surcharge		29.4			23.9			(0.8	)		52.5
Operating income (loss)		19.3			8.0			(23.2	)		4.1
Depreciation		16.8			28.1			0.6			45.5
Amortization of intangible assets		1.6			2.0			—			3.6
Impairment		—			13.4			—			13.4
Restructuring		0.2			3.3			—			3.5
Non-cash operating lease expense		2.1			0.6			—			2.7
Interest expense		4.9			5.9			12.2			23.0
Income (loss) before income tax		14.6			1.8			(32.9	)		(16.5	)
Capital expenditures		17.0			27.9			—			44.9

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EARNINGS (LOSS) PER SHARE

6 Months Ended

Jun. 30, 2021

EARNINGS (LOSS) PER SHARE

EARNINGS (LOSS) PER SHARE

NOTE 12 – EARNINGS (LOSS) PER SHARE

ASC Topic 260, “Earnings Per Share”, provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. The Company’s outstanding non-vested restricted stock units are participating securities unless there is a net loss attributable to common stockholders. Accordingly, earnings per common share are computed using the two-class method.

Basic earnings per common share is calculated by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the Company’s earnings.

For the six months ended June 30, 2021, shares of the Company’s 7.625% Series A Convertible Cumulative Preferred Stock (Series A Preferred Stock) were not included in the computation of diluted loss per share as their effects were anti-dilutive. For the three and six months ended June 30, 2020, shares of the Company’s 7.625% Series A Convertible Cumulative Preferred Stock (Series A Preferred Stock) and shares of the Company’s outstanding stock options and performance share units were not included in the computation of diluted loss per share as their effects were anti-dilutive.

The following table sets forth the computation of basic and diluted earnings per share under the two-class method:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(in millions, except per share data)	2021			2020			2021			2020
Numerator:
Net income (loss)	$	35.3		$	1.6		$	28.0		$	(14.7	)
Less Series A preferred dividends		(1.3	)		(1.3	)		(2.5	)		(2.5	)
Net income (loss) attributable to common stockholders		34.0			0.3			25.5			(17.2	)
Allocation of earnings to non-vested participating restricted stock units		(0.3	)		—			(0.2	)		—
Numerator for basic EPS - income (loss) available to common stockholders - two class method	$	33.7		$	0.3		$	25.3		$	(17.2	)
Effect of dilutive securities:
Add back Series A preferred dividends	$	1.3		$	—		$	—		$	—
Add back allocation earnings to participating securities		0.3			—			0.2			—
Reallocation of earnings to participating securities considering potentially dilutive securities		(0.3	)		—			(0.2	)		—
Numerator for diluted EPS - income (loss) available to common shareholders - two class method	$	35.0		$	0.3		$	25.3		$	(17.2	)
Denominator:
Denominator for basic EPS - weighted-average shares		64.8			64.2			65.0			64.6
Effect of dilutive securities:
Stock options and performance share units		1.4			0.5			1.2			—
Convertible preferred stock		5.7			—			—			—
Denominator for diluted EPS - weighted-average shares		71.9			64.7			66.2			64.6
Basic earnings (loss) per share	$	0.52		$	0.00		$	0.39		$	(0.27	)
Diluted earnings (loss) per share	$	0.49		$	0.00		$	0.38		$	(0.27	)

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2021

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 13 – SUBSEQUENT EVENTS

In July 2021, the Company repurchased and retired 1,482,377 common shares at an aggregate price of $9.8 million under the common stock repurchase program.

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NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2021

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Nature of Operations

Daseke, Inc.’s (the Company or Daseke) wholly-owned subsidiary Daseke Companies, Inc., was incorporated in December 2008 and began operations on January 1, 2009. Daseke is engaged in full service open-deck trucking that focuses primarily in flatbed truckload and heavy haul transportation of specialized items throughout the United States, Canada and Mexico. The Company also provides logistical planning and warehousing services to customers. The Company is subject to regulation by the Department of Transportation, the Department of Defense, the Department of Energy, and various state regulatory authorities in the United States. The Company is also subject to regulation by the Ministries of Transportation and Communications and various provincial regulatory authorities in Canada.

Basis of Presentation

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, 2021 are not necessarily indicative of the results that may be expected for the year ended December 31, 2021.

The consolidated balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements at that date. On May 6, 2021, the Company filed an Amended Annual Report on Form 10-K/A (Amended 10-K) in order to restate the financial statements to reflect warrants as a liability and changes in fair value recorded as non-cash income or expense.  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, 2020 as set forth in the Company’s Amended 10-K.

Fair Value Measurements

Fair Value Measurements

The Company follows the accounting guidance for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a framework for measuring fair value and expands disclosures about fair value measurements. The three levels of the fair value framework are as follows:

Level 1 – Quoted market prices in active markets for identical assets or liabilities.

Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3 – Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.

A financial asset or liability’s classification within the framework is determined based on the lowest level of input that is significant to the fair value measurement.

The Company may be required, on a non-recurring basis, to adjust the carrying value of the Company’s property and equipment, intangible assets, goodwill and contingent consideration. When necessary, these valuations are determined by the Company using Level 3 inputs. These assets are subject to fair value adjustments in certain circumstances, such as when there is evidence that impairment may exist.

The Company’s warrant liabilities are included within the Level 1 and Level 3 fair value hierarchy.   The fair value of the Public Warrants is determined using the closing price of the warrants on the NASDAQ market. The fair value of the Private Placement Warrants is determined using the Black-Scholes option pricing formula. The primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility. The expected volatility was estimated considering observable Daseke public warrant pricing, Daseke’s own historical volatility and the volatility of guideline public companies.

The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value (in millions):

	Fair value as of June 30, 2021
Liabilities:	Level 1		Level 2		Level 3		Total
Warrant liability	$	2.3	$	—	$	1.8	$	4.1
Total fair value	$	2.3	$	—	$	1.8	$	4.1

	Fair value as of December 31, 2020
Liabilities:	Level 1		Level 2		Level 3		Total
Warrant liability	$	3.6	$	—	$	2.7	$	6.3
Total fair value	$	3.6	$	—	$	2.7	$	6.3

The table below is a summary of the changes in the fair value of the warrant liability within the Level 3 fair value hierarchy for the six months ended June 30, 2021 (in millions):

	Six Months Ended
	June 30, 2021
Balance at beginning of period	$	2.7
Change in fair value		(0.9	)
Balance at end of period	$	1.8

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06 – Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The guidance simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments are effective for the Company for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The guidance must be adopted as of the beginning of the fiscal year of adoption. ASU 2020-06 is not expected to have a material impact on the Company’s consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04 –  Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. ASU 2020-04 is not expected to have a material impact on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12 – Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in the accounting standards. The amendments in ASU 2019-12 eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes. The amendments in ASU 2019-12 will become effective for the Company on January 1, 2022. Early adoption is permitted, including adoption in any interim period.  ASU 2019-12 is not expected to have a material impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Accounting for Credit Losses (Topic 326). ASU 2016-13 requires the use of an “expected loss” model on certain types of financial instruments. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets, including trade receivables. The new standard will become effective for the Company beginning with the first quarter 2023 and is not expected to have a material impact on the Company’s consolidated financial statements.

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 in purchased freight on the consolidated statements of operations and comprehensive income (loss). The Company's equipment leases may include options for the lessee to purchase the equipment at the end of the lease term or terminate the lease prior to the end of the lease term. When an asset reaches the end of its useful economic life, the Company disposes of the asset.

Lease income from lease payments related to these operating leases for the three and six months ended June 30, 2021 was $7.0 million and $13.0 million, respectively. Lease income from lease payments related to these operating leases for the three and six months ended June 30, 2020 was $6.2 million and $12.4 million, respectively. 

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NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2021

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of fair value hierarchy the Company's assets and liabilities

The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value (in millions):

	Fair value as of June 30, 2021
Liabilities:	Level 1		Level 2		Level 3		Total
Warrant liability	$	2.3	$	—	$	1.8	$	4.1
Total fair value	$	2.3	$	—	$	1.8	$	4.1

	Fair value as of December 31, 2020
Liabilities:	Level 1		Level 2		Level 3		Total
Warrant liability	$	3.6	$	—	$	2.7	$	6.3
Total fair value	$	3.6	$	—	$	2.7	$	6.3

Summary of changes in the fair value of warrant liabilities

The table below is a summary of the changes in the fair value of the warrant liability within the Level 3 fair value hierarchy for the six months ended June 30, 2021 (in millions):

	Six Months Ended
	June 30, 2021
Balance at beginning of period	$	2.7
Change in fair value		(0.9	)
Balance at end of period	$	1.8

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OTHER CURRENT ASSETS (Tables)

6 Months Ended

Jun. 30, 2021

OTHER CURRENT ASSETS

Schedule of other current assets

The components of other current assets are as follows as of June 30, 2021 and December 31, 2020 (in millions):

	June 30,		December 31,
	2021		2020
Insurance	$	8.0	$	12.0
Licensing, permits and tolls		5.2		4.9
Parts supplies		3.5		3.1
Highway and fuel taxes		3.4		1.1
Other prepaids		1.7		3.2
Other assets		1.7		0.6
Income tax receivable		1.6		1.6
	$	25.1	$	26.5

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INTEGRATION AND RESTRUCTURING (Tables)

6 Months Ended

Jun. 30, 2021

INTEGRATION AND RESTRUCTURING

Schedule of summary of the integration and restructuring costs

The following table summarizes the integration and restructuring costs as of June 30, 2021 (in millions):

	Severance			Operating
	and			Lease
	Other Payroll			Termination		Other			Total
Balance at December 31, 2020	$	0.1		$	—	$	—		$	0.1
Specialized Solution
Costs accrued		—			—		0.1			0.1
Amounts paid or charged		—			—		(0.1	)		(0.1	)
Specialized Solution balance at June 30, 2021		—			—		—			—
Flatbed Solution
Costs accrued		—			—		—			—
Amounts paid or charged		—			—		—			—
Flatbed Solution balance at June 30, 2021		—			—		—			—
Corporate
Costs accrued		—			—		—			—
Amounts paid or charged		—			—		—			—
Adjustments		(0.1	)		—					(0.1	)
Corporate balance at June 30, 2021		(0.1	)		—		—			(0.1	)
Consolidated
Costs accrued		—			—		0.1			0.1
Amounts paid or charged		—			—		(0.1	)		(0.1	)
Adjustments		(0.1	)		—		—			(0.1	)
Consolidated balance at June 30, 2021	$	—		$	—	$	—		$	—

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PROPERTY AND EQUIPMENT (Tables)

6 Months Ended

Jun. 30, 2021

PROPERTY AND EQUIPMENT.

Schedule of components of property and equipment

The components of property and equipment are as follows as of June 30, 2021 and December 31, 2020 (in millions):

	June 30,			December 31,
	2021			2020
Revenue equipment	$	516.4		$	546.7
Assets leased and available for lease to owner-operators		110.8			87.1
Buildings and improvements		56.4			57.0
Furniture and fixtures, office and computer equipment and vehicles		33.4			31.9
		717.0			722.7
Accumulated depreciation		(323.2	)		(320.0	)
Property and equipment, net	$	393.8		$	402.7

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ACCRUED EXPENSES AND OTHER LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2021

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 as of June 30, 2021 and December 31, 2020 (in millions):

	June 30,		December 31,
	2021		2020
Brokerage and escorts	$	17.1	$	11.9
Unvouchered payables		12.8		6.1
Owner-operator deposits		10.2		7.8
Other accrued expenses		8.6		6.8
Fuel and fuel taxes		1.8		1.1
Accrued property taxes and sales taxes payable		1.7		1.5
Interest		1.6		0.5
	$	53.8	$	35.7

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LONG-TERM DEBT (Tables)

6 Months Ended

Jun. 30, 2021

LONG-TERM DEBT.

Schedule of long term debt

Long-term debt consists of the following as of June 30, 2021 and December 31, 2020 (in millions):

	June 30,			December 31,
	2021			2020
Term loan facility	$	399.0		$	483.5
Equipment term loans		163.6			164.9
Finance leases		31.8			31.3
		594.4			679.7
Less current portion		(55.4	)		(54.0	)
Less unamortized debt issuance costs		(8.2	)		(7.1	)
Total long-term debt	$	530.8		$	618.6

Schedule of adjustment for margin of line of credit and senior term loan corresponding to RLOC Utilization

RLOC Utilization	Base Rate Margins			LIBOR Rate Margins
Less than 33.3%		0.50	%		1.50	%
Greater than or equal to 33.3%, but less than 66.6%		0.75	%		1.75	%
Greater than or equal to 66.6%		1.00	%		2.00	%

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STOCK-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2021

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Tabular disclosure of stock option grants under the Plan

The following table summarizes stock option grants:

Grantee Type	# of Options Granted		Issued and Outstanding		Vesting Period	Weighted Average Exercise Price		Weighted Average Grant Date Fair Value (Per Option)
Director Group		150,000		75,000	5 years	$	9.98	$	4.36
Employee Group		4,662,630		2,571,557	3-5 years	$	5.60	$	3.08
Total				2,646,557

Schedule of summary of option activity under the Plan and changes during the period

A summary of option activity as of June 30, 2021 and changes during the six months then ended are as follows:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Terms (Years)		Aggregate Intrinsic Value (in millions)
Outstanding as of January 1, 2021		3,114,931		$	6.19		7.9	$	5.9
Exercised		(149,545	)		2.96
Forfeited or expired		(318,829	)		6.66
Outstanding as of June 30, 2021		2,646,557		$	6.32		7.3	$	5.9
Exercisable as of June 30, 2021		1,539,985		$	7.90		6.8	$	2.0
Vested and expected to vest as of June 30, 2021		2,646,557		$	6.32		7.3	$	5.9

Summary of restricted stock unit grants under the Plan

The following table summarizes restricted stock unit grants under the Plan:

Grantee Type	# of Restricted Stock Units Granted		Issued and Outstanding		Vesting Period	Weighted Average Grant Date Fair Value (Per Unit)
Director Group		933,237		289,241	1-2 years	$	2.96
Employee Group		1,647,461		212,920	3-5 years	$	10.40
Total				502,161

Summary of restricted stock awards activity under the Plan

A summary of restricted stock unit awards activity under the Plan as of June 30, 2021 and changes during the six months then ended are as follows:

	Units			Weighted Average Grant Date Fair Value (Per Unit)
Non-vested as of January 1, 2021		594,801		$	5.72
Granted		118,047			6.92
Vested		(180,549	)		6.35
Forfeited		(30,138	)		10.08
Non-vested as of June 30, 2021		502,161		$	5.52

Summary of performance stock unit grants under the Plan

A summary of performance stock unit awards activity as of June 30, 2021 and changes during the six months ended are as follows:

	Units			Weighted Average Grant Date Fair Value (Per Unit)
Non-vested as of January 1, 2021		1,716,100		$	1.38
Granted		118,210			7.45
Vested		—			—
Forfeited		(221,100	)		6.30
Non-vested as of June 30, 2021		1,613,210		$	2.28

Performance Stock Units Member

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of fair value assumptions of stock option grants

The following inputs and assumptions were used to calculate the fair value of the PSUs for the shares granted during the six months ended June 30, 2021:

Weighted average expected life	2.5 years
Risk-free interest rate	0.38%
Expected volatility	93.80%
Expected dividend yield	0.00%

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REPORTABLE SEGMENTS (Tables)

6 Months Ended

Jun. 30, 2021

REPORTABLE SEGMENTS

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, 2021 and 2020 (in millions):

	Flatbed			Specialized
	Solutions			Solutions			Corporate/			Consolidated
	Segment			Segment			Eliminations			Total
Three Months Ended June 30, 2021
Total revenue	$	180.9		$	226.1		$	(3.0	)	$	404.0
Company freight		47.7			118.3			(2.4	)		163.6
Owner operator freight		88.9			40.7			(0.5	)		129.1
Brokerage		25.3			41.5			(0.1	)		66.7
Logistics		1.3			9.3			0			10.7
Fuel surcharge		17.7			16.3			(0.1	)		33.9
Operating income (loss)		22.9			29.0			(6.6	)		45.3
Depreciation		8.1			12.1			0.2			20.4
Amortization of intangible assets		0.8			1.0			—			1.8
Restructuring		—			0.1			—			0.1
Non-cash operating lease expense		(0.1	)		(0.3	)		—			(0.4	)
Interest expense		0.9			1.3			5.4			7.6
Income (loss) before income tax		22.1			28.0			(4.1	)		46.0
Capital expenditures		7.7			13.5			6.4			27.6
Three Months Ended June 30, 2020
Total revenue	$	137.2		$	221.5		$	(7.0	)	$	351.7
Company freight		48.9			121.6			(3.5	)		167.0
Owner operator freight		60.1			38.3			(2.4	)		96.0
Brokerage		15.5			43.1			(0.7	)		57.9
Logistics		0.7			8.1			—			8.8
Fuel surcharge		12.0			10.4			(0.4	)		22.0
Operating income (loss)		10.7			14.5			(12.8	)		12.4
Depreciation		8.5			12.2			0.3			21.0
Amortization of intangible assets		0.8			1.0			—			1.8
Restructuring		0.2			2.8			—			3.0
Non-cash operating lease expense		1.2			(1.4	)		—			(0.2	)
Interest expense		2.4			2.8			5.8			11.0
Income (loss) before income tax		8.5			12.5			(17.3	)		3.7
Capital expenditures		9.2			21.4			—			30.6

	Flatbed			Specialized
	Solutions			Solutions			Corporate/			Consolidated
	Segment			Segment			Eliminations			Total
Six Months Ended June 30, 2021
Total revenue	$	334.4		$	409.8		$	(6.3	)	$	737.9
Company freight		92.4			221.1			(4.8	)		308.7
Owner operator freight		159.9			75.3			(1.0	)		234.2
Brokerage		47.5			68.1			(0.4	)		115.2
Logistics		2.5			16.5			0.2			19.2
Fuel surcharge		32.1			28.8			(0.3	)		60.6
Operating income (loss)		33.9			39.5			(20.0	)		53.4
Depreciation		16.1			24.2			0.6			40.9
Amortization of intangible assets		1.5			2.0			—			3.5
Restructuring		—			0.1			—			0.1
Non-cash operating lease expense		(0.2	)		(0.6	)		—			(0.8	)
Interest expense		2.6			3.4			12.7			18.7
Income (loss) before income tax		31.5			36.8			(30.4	)		37.9
Capital expenditures		16.7			24.1			6.4			47.2
Six Months Ended June 30, 2020
Total revenue	$	292.4		$	461.9		$	(11.6	)	$	742.7
Company freight		100.2			253.7			(6.0	)		347.9
Owner operator freight		126.3			81.0			(3.5	)		203.8
Brokerage		35.0			86.0			(1.4	)		119.6
Logistics		1.5			17.3			0.1			18.9
Fuel surcharge		29.4			23.9			(0.8	)		52.5
Operating income (loss)		19.3			8.0			(23.2	)		4.1
Depreciation		16.8			28.1			0.6			45.5
Amortization of intangible assets		1.6			2.0			—			3.6
Impairment		—			13.4			—			13.4
Restructuring		0.2			3.3			—			3.5
Non-cash operating lease expense		2.1			0.6			—			2.7
Interest expense		4.9			5.9			12.2			23.0
Income (loss) before income tax		14.6			1.8			(32.9	)		(16.5	)
Capital expenditures		17.0			27.9			—			44.9

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EARNINGS (LOSS) PER SHARE (Tables)

6 Months Ended

Jun. 30, 2021

EARNINGS (LOSS) PER SHARE

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)	2021			2020			2021			2020
Numerator:
Net income (loss)	$	35.3		$	1.6		$	28.0		$	(14.7	)
Less Series A preferred dividends		(1.3	)		(1.3	)		(2.5	)		(2.5	)
Net income (loss) attributable to common stockholders		34.0			0.3			25.5			(17.2	)
Allocation of earnings to non-vested participating restricted stock units		(0.3	)		—			(0.2	)		—
Numerator for basic EPS - income (loss) available to common stockholders - two class method	$	33.7		$	0.3		$	25.3		$	(17.2	)
Effect of dilutive securities:
Add back Series A preferred dividends	$	1.3		$	—		$	—		$	—
Add back allocation earnings to participating securities		0.3			—			0.2			—
Reallocation of earnings to participating securities considering potentially dilutive securities		(0.3	)		—			(0.2	)		—
Numerator for diluted EPS - income (loss) available to common shareholders - two class method	$	35.0		$	0.3		$	25.3		$	(17.2	)
Denominator:
Denominator for basic EPS - weighted-average shares		64.8			64.2			65.0			64.6
Effect of dilutive securities:
Stock options and performance share units		1.4			0.5			1.2			—
Convertible preferred stock		5.7			—			—			—
Denominator for diluted EPS - weighted-average shares		71.9			64.7			66.2			64.6
Basic earnings (loss) per share	$	0.52		$	0.00		$	0.39		$	(0.27	)
Diluted earnings (loss) per share	$	0.49		$	0.00		$	0.38		$	(0.27	)

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NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Hierarchy (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Liabilities
Warrant liability	$ 4.1	$ 6.3
Total fair value	4.1	6.3
Level 1
Liabilities
Warrant liability	2.3	3.6
Total fair value	2.3	3.6
Level 3
Liabilities
Warrant liability	1.8	2.7
Total fair value	$ 1.8	$ 2.7

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NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in Warrant Liability (Details) - Warrant Liability $ in Millions	6 Months Ended
	Jun. 30, 2021 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance, at beginning of period	$ 2.7
Change in fair value	(0.9)
Balance, at end of period	$ 1.8

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NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Lease Income (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Lease income	$ 7.0	$ 6.2	$ 13.0	$ 12.4

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OTHER CURRENT ASSETS (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
OTHER CURRENT ASSETS
Insurance	$ 8.0	$ 12.0
Licensing, permits and tolls	5.2	4.9
Parts supplies	3.5	3.1
Highway and fuel taxes	3.4	1.1
Other prepaids	1.7	3.2
Other assets	1.7	0.6
Income tax receivable	1.6	1.6
Total	$ 25.1	$ 26.5

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INTEGRATION AND RESTRUCTURING (Details) $ in Millions					3 Months Ended			6 Months Ended		22 Months Ended
	Jun. 30, 2020 Segment	Jun. 29, 2020 Segment	Mar. 10, 2020 Segment	Jul. 30, 2019 Segment	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Mar. 31, 2020 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 Segment
Asset impairment charges
Impairments					$ 0.0	$ 0.0		$ 0.0	$ 13.4
Restructuring charges					0.1	$ 3.0		0.1	3.5
The Plan [Member]
Asset impairment charges
Number of Operating Segments Integrated | Segment				3
Number Of Operating Segments Absorbing Integrated Operating Segments | Segment				3
Plan And Project Pivot
Asset impairment charges
Restructuring charges					$ 0.1		$ 3.0	$ 0.1	$ 3.5
Phase II Plan
Asset impairment charges
Number of Operating Segments Integrated | Segment	2	3	3
Number Of Operating Segments Absorbing Integrated Operating Segments | Segment			3
Number Of Integrations Completed | Segment											1
Phase I and II Plan
Asset impairment charges
Restructuring charges										$ 9.8
Disposal group held for sale | Trade names
Asset impairment charges
Impairments							6.2
Disposal group held for sale | Right of use asset
Asset impairment charges
Impairments							3.2
Disposal group held for sale | Property and equipment
Asset impairment charges
Impairments							4.0
Disposal group held for sale | Aveda
Asset impairment charges
Impairments							$ 13.4

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INTEGRATION AND RESTRUCTURING - Summary of Restructuring Costs (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Restructuring Reserve [Roll Forward]
Costs accrued	$ 0.1	$ 3.0	$ 0.1	$ 3.5
Plan And Project Pivot
Restructuring Reserve [Roll Forward]
Balance at beginning of the period			0.1
Severance and Other Payroll | Plan And Project Pivot
Restructuring Reserve [Roll Forward]
Balance at beginning of the period			0.1
Specialized | Plan And Project Pivot
Restructuring Reserve [Roll Forward]
Costs accrued			0.1
Amounts paid or charged			0.1
Specialized | Other | Plan And Project Pivot
Restructuring Reserve [Roll Forward]
Costs accrued			0.1
Amounts paid or charged			0.1
Corporate | Plan And Project Pivot
Restructuring Reserve [Roll Forward]
Adjustments			(0.1)
Balance at end of the period	0.1		0.1
Corporate | Severance and Other Payroll | Plan And Project Pivot
Restructuring Reserve [Roll Forward]
Adjustments			(0.1)
Balance at end of the period	$ 0.1		0.1
Consolidated | Plan And Project Pivot
Restructuring Reserve [Roll Forward]
Costs accrued			0.1
Amounts paid or charged			0.1
Adjustments			(0.1)
Consolidated | Severance and Other Payroll | Plan And Project Pivot
Restructuring Reserve [Roll Forward]
Adjustments			(0.1)
Consolidated | Other | Plan And Project Pivot
Restructuring Reserve [Roll Forward]
Costs accrued			0.1
Amounts paid or charged			$ 0.1

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PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
PROPERTY AND EQUIPMENT
Property and equipment, Gross	$ 717.0		$ 717.0		$ 722.7
Accumulated depreciation	(323.2)		(323.2)		(320.0)
Property and equipment, Net	393.8		393.8		402.7
Depreciation	20.4	$ 21.0	40.9	$ 45.5
Revenue equipment
PROPERTY AND EQUIPMENT
Property and equipment, Gross	516.4		516.4		546.7
Assets leased and available for lease to owner operators
PROPERTY AND EQUIPMENT
Property and equipment, Gross	110.8		110.8		87.1
Buildings and improvements
PROPERTY AND EQUIPMENT
Property and equipment, Gross	56.4		56.4		57.0
Furniture and fixtures, office and computer equipment and vehicles
PROPERTY AND EQUIPMENT
Property and equipment, Gross	33.4		33.4		$ 31.9
Property and equipment
PROPERTY AND EQUIPMENT
Depreciation	$ 20.4	$ 21.0	$ 40.9	$ 45.5

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ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
ACCRUED EXPENSES AND OTHER LIABILITIES
Brokerage and escorts	$ 17.1	$ 11.9
Other accrued expenses	8.6	6.8
Owner-operator deposits	10.2	7.8
Unvouchered payables	12.8	6.1
Taxes payable	1.7	1.5
Fuel and fuel taxes	1.8	1.1
Interest	1.6	0.5
Total	$ 53.8	$ 35.7

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LONG-TERM DEBT (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Senior Debt
Long-term Debt, Gross	$ 594.4	$ 679.7
Less current portion	(55.4)	(54.0)
Less unamortized deferred financing costs	(8.2)	(7.1)
Long-term portion	530.8	618.6
Term loan facility
Senior Debt
Long-term Debt, Gross	399.0	483.5
Equipment and real estate term loans
Senior Debt
Long-term Debt, Gross	163.6	164.9
Finance leases
Senior Debt
Long-term Debt, Gross	$ 31.8	$ 31.3

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LONG-TERM DEBT - Term Loan and ABL Facility (Details) - USD ($) $ in Millions			3 Months Ended		6 Months Ended
	Mar. 09, 2021	Aug. 31, 2017	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Apr. 29, 2021	Dec. 31, 2020
LONG-TERM DEBT
Cash and cash equivalents			$ 111.7		$ 111.7			$ 176.2
Outstanding letters of credit			$ 26.1		$ 26.1
Senior term loan
LONG-TERM DEBT
RLOC Utilization trailing period (in months)					12 months
Equipment and real estate term loans
LONG-TERM DEBT
Weighted average interest rate on term loan			3.90%	3.80%	4.10%	4.40%
Equipment and real estate term loans | Maximum
LONG-TERM DEBT
Interest rate (as a percent)			5.90%		5.90%
Equipment and real estate term loans | Minimum
LONG-TERM DEBT
Interest rate (as a percent)			2.60%		2.60%
Term loan facility
LONG-TERM DEBT
Percentage of excess cash flow, mandatory prepayment, 2018					50.00%
Percentage of excess cash flow, mandatory prepayment, 2019					25.00%
Percentage of excess cash flow, mandatory prepayment, 2020					0.00%
Refinanced amount	$ 483.5
Loan amount	400.0
Excess cash flow payment	$ 83.5
Term loan facility | Base Rate
LONG-TERM DEBT
Floor rate (as a percent)					1.75%
Basis spread on variable rate					3.00%
Term loan facility | LIBOR
LONG-TERM DEBT
Floor rate (as a percent)					0.75%
Basis spread on variable rate					4.00%
Term loan facility | Senior Debt
LONG-TERM DEBT
Credit facility			$ 400.0		$ 400.0
Weighted average interest rate on term loan			4.80%	6.00%	5.10%	6.30%
Revolving credit facility | PNC Bank National Association | Base Rate | Less than 33.3%
LONG-TERM DEBT
Basis spread on variable rate					0.50%
Revolving credit facility | PNC Bank National Association | Base Rate | Greater than or equal to 33.3%, but less than 66.6%
LONG-TERM DEBT
Basis spread on variable rate					0.75%
Revolving credit facility | PNC Bank National Association | Base Rate | Greater than or equal to 66.6%
LONG-TERM DEBT
Basis spread on variable rate					1.00%
Revolving credit facility | PNC Bank National Association | LIBOR | Less than 33.3%
LONG-TERM DEBT
Basis spread on variable rate					1.50%
Revolving credit facility | PNC Bank National Association | LIBOR | Greater than or equal to 33.3%, but less than 66.6%
LONG-TERM DEBT
Basis spread on variable rate					1.75%
Revolving credit facility | PNC Bank National Association | LIBOR | Greater than or equal to 66.6%
LONG-TERM DEBT
Basis spread on variable rate					2.00%
ABL Member
LONG-TERM DEBT
Number of consecutive days, a financial covenant requiring the Company to maintain a minimum consolidated fixed charge coverage ratio		60 days
Minimum consolidated fixed charge coverage ratio		1.00%
ABL Member | PNC Bank National Association
LONG-TERM DEBT
Line of credit sublimit			$ 40.0		$ 40.0
Outstanding letters of credit			0.0		0.0
Availability at closing			$ 119.3		$ 119.3
Weighted average interest rate			3.75%		3.75%
ABL Member | PNC Bank National Association | Maximum
LONG-TERM DEBT
Credit facility							$ 150.0
ABL Member | PNC Bank National Association | Minimum
LONG-TERM DEBT
Credit facility							100.0
ABL Member | Letter of credit | PNC Bank National Association
LONG-TERM DEBT
Outstanding letters of credit			$ 23.7		$ 23.7
ABL Facility Amendment | PNC Bank National Association | Maximum
LONG-TERM DEBT
Credit facility							200.0
ABL Facility Amendment | PNC Bank National Association | Minimum
LONG-TERM DEBT
Credit facility							$ 150.0

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LONG-TERM DEBT - Equipment and Real Estate Loans (Details) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021 USD ($)	Jun. 30, 2020	Jun. 30, 2021 USD ($) Lender	Jun. 30, 2020	Dec. 31, 2020 USD ($)
LONG-TERM DEBT
Loan balance	$ 594.4		$ 594.4		$ 679.7
Deferred finance charges	8.2		8.2		7.1
Equipment and real estate term loans
LONG-TERM DEBT
Equipment with collateralizes term loans	$ 161.2		$ 161.2
Weighted average interest rate on term loan	3.90%	3.80%	4.10%	4.40%
Loan balance	$ 163.6		$ 163.6		$ 164.9
Number of lenders | Lender			16
Equipment and real estate term loans | Minimum
LONG-TERM DEBT
Interest rate (as a percent)	2.60%		2.60%
Equipment and real estate term loans | Maximum
LONG-TERM DEBT
Interest rate (as a percent)	5.90%		5.90%
Bank mortgage loan
LONG-TERM DEBT
Loan balance	$ 2.4		$ 2.4
Interest rate (as a percent)	3.70%		3.70%
Monthly installments			$ 15,000.0
Balloon payment	$ 2.1		$ 2.1

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INCOME TAXES (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Effective tax rate	23.30%	56.80%	26.10%	10.90%
Minimum
State tax rates			1.00%
Maximum
State tax rates			6.00%

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STOCK-BASED COMPENSATION - Aggregate (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
	Feb. 27, 2017	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock reserved for future issuance		3,200,000		3,200,000
Share-based Payment Arrangement, Expense		$ 0.8	$ 1.1	$ 3.2	$ 2.0
Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense		3.2		$ 3.2
Weighted average period of recognition				1 year 7 months 6 days
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount		3.2		$ 3.2
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense		2.0		$ 2.0
Weighted average period of recognition				1 year 1 month 6 days
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount		2.0		$ 2.0
Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense		$ 5.3		$ 5.3
Weighted average period of recognition				1 year 9 months 18 days
PSU Outstanding (in shares)		1,613,210		1,613,210
Vesting PSU				1,495,000
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Description and Terms				In addition, there are 118,210 PSUs in which the vesting occurs upon the achievement of specific performance-based conditions based on the Company's financial performance over a three year performance period and modified based on the Company's Relative Total Shareholder Return and subject to final vesting based on the participant’s continued employment through the end of the requisite service periods. The amount of awards that will ultimately vest for these 118,210 PSUs can range from 0% to 200% based on the Company’s Relative Total Shareholder Return calculated over a three year period beginning January 1 of the year each grant was made. The Company currently expects that these PSUs will vest at 100%
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount		$ 5.3		$ 5.3
2017 Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	4,000,000.0
2017 Omnibus Incentive Plan | Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period				10 years
PSU Outstanding (in shares)		2,646,557		2,646,557		3,114,931
2017 Omnibus Incentive Plan | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
PSU Outstanding (in shares)		502,161		502,161
2017 Omnibus Incentive Plan | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting Period (in years)				5 years
2017 Omnibus Incentive Plan | Maximum [Member] | Director Group Member
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting Period (in years)				5 years
2017 Omnibus Incentive Plan | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting Period (in years)				3 years
2017 Omnibus Incentive Plan | Minimum [Member] | Director Group Member
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting Period (in years)				1 year

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STOCK-BASED COMPENSATION - Options (Details) - 2017 Omnibus Incentive Plan - $ / shares		6 Months Ended
	Feb. 27, 2017	Jun. 30, 2021
Stock options and restricted stock units granted under the 2017 Plan
# of Options Granted	4,000,000.0
Maximum
Stock options and restricted stock units granted under the 2017 Plan
Vesting Period (in years)		5 years
Minimum
Stock options and restricted stock units granted under the 2017 Plan
Vesting Period (in years)		3 years
Stock Option
Stock options and restricted stock units granted under the 2017 Plan
Outstanding, at the end (in shares)		2,646,557
Stock Option | Director Group
Stock options and restricted stock units granted under the 2017 Plan
# of Options Granted		150,000
Outstanding, at the end (in shares)		75,000
Vesting Period (in years)		5 years
Weighted Average Exercise Price (in dollars per share)		$ 9.98
Weighted Average Grant Date Fair Value (in dollars)		$ 4.36
Stock Option | Employee Group
Stock options and restricted stock units granted under the 2017 Plan
# of Options Granted		4,662,630
Outstanding, at the end (in shares)		2,571,557
Weighted Average Exercise Price (in dollars per share)		$ 5.60
Weighted Average Grant Date Fair Value (in dollars)		$ 3.08
Stock Option | Employee Group | Maximum
Stock options and restricted stock units granted under the 2017 Plan
Vesting Period (in years)		5 years
Stock Option | Employee Group | Minimum
Stock options and restricted stock units granted under the 2017 Plan
Vesting Period (in years)		3 years

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STOCK-BASED COMPENSATION - Option Activity (Details) - 2017 Omnibus Incentive Plan - Stock Option - USD ($) $ / shares in Units, $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding, at the beginning (in shares)	3,114,931
Exercised (Shares)	149,545
Forfeited or expired (in shares)	318,829
Outstanding, at the end (in shares)	2,646,557	3,114,931
Exercisable at the end, Shares	1,539,985
Vested and expected to vest (in shares)	2,646,557
Weighted Average Exercise Price
Outstanding, at the beginning (in dollars per shares)	$ 6.19
Exercised (in dollars per shares)	2.96
Forfeited or expired (in dollars per shares)	6.66
Outstanding, at the end (in dollars per shares)	6.32	$ 6.19
Exercisable at the end (in dollars per shares)	7.90
Vested and expected to vest (in dollars per share)	$ 6.32
Weighted Average Renaming Contractual Terms (Years)	7 years 3 months 18 days	7 years 10 months 24 days
Exercisable at the end, Weighted Average Remaining Contractual Terms (Years)	6 years 9 months 18 days
Vested and expected to vest (in years)	7 years 3 months 18 days
Aggregate Intrinsic Value, Outstanding, at the beginning (in dollars)	$ 5.9
Aggregate Intrinsic Value, Outstanding at the end (in dollars)	5.9	$ 5.9
Exercisable at the end, Aggregate intrinsic value (in dollars)	2.0
Vested and expected to vest (in dollars)	$ 5.9

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STOCK-BASED COMPENSATION - Restricted Stock (Details) - 2017 Omnibus Incentive Plan - $ / shares		3 Months Ended	6 Months Ended
	Feb. 27, 2017	Jun. 30, 2021	Jun. 30, 2021
Stock options and restricted stock units granted under the 2017 Plan
# of Options Granted	4,000,000.0
Maximum
Stock options and restricted stock units granted under the 2017 Plan
Vesting Period (in years)			5 years
Minimum
Stock options and restricted stock units granted under the 2017 Plan
Vesting Period (in years)			3 years
Restricted Stock Units (RSUs)
Stock options and restricted stock units granted under the 2017 Plan
Outstanding, at the end (in shares)		502,161	502,161
Restricted Stock Units (RSUs) | Director Group
Stock options and restricted stock units granted under the 2017 Plan
# of Options Granted			933,237
Outstanding, at the end (in shares)		289,241	289,241
Weighted Average Grant Date Fair Value (in dollars)			$ 2.96
Restricted Stock Units (RSUs) | Director Group | Maximum
Stock options and restricted stock units granted under the 2017 Plan
Vesting Period (in years)			2 years
Restricted Stock Units (RSUs) | Director Group | Minimum
Stock options and restricted stock units granted under the 2017 Plan
Vesting Period (in years)			1 year
Restricted Stock Units (RSUs) | Employee Group
Stock options and restricted stock units granted under the 2017 Plan
# of Options Granted			1,647,461
Outstanding, at the end (in shares)		212,920	212,920
Weighted Average Grant Date Fair Value (in dollars)			$ 10.40
Restricted Stock Units (RSUs) | Employee Group | Maximum
Stock options and restricted stock units granted under the 2017 Plan
Vesting Period (in years)			5 years
Restricted Stock Units (RSUs) | Employee Group | Minimum
Stock options and restricted stock units granted under the 2017 Plan
Vesting Period (in years)		3 years

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STOCK-BASED COMPENSATION - Restricted stock unit award (Details) - 2017 Omnibus Incentive Plan - Restricted Stock Units (RSUs)	6 Months Ended
	Jun. 30, 2021 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Non-vested at the beginning (in units) | shares	594,801
Granted (in units) | shares	118,047
Vested (in units) | shares	180,549
Forfeited (in units) | shares	30,138
Non-vested at the end (in units) | shares	502,161
Weighted Average Grant Date Fair Value (Per Unit)
Outstanding at the beginning (per unit) | $ / shares	$ 5.72
Granted (per unit) | $ / shares	6.92
Vested (per unit) | $ / shares	6.35
Forfeited (per unit) | $ / shares	10.08
Outstanding at the end (per unit) | $ / shares	$ 5.52

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STOCK-BASED COMPENSATION - Performance Stock (Details) - Performance Stock Units	6 Months Ended
	Jun. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average expected life	2 years 6 months
Risk free interest rate	0.38%
Expected volatility	93.80%
Expected dividend yield	0.00%

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STOCK-BASED COMPENSATION - Performance stock Unit Award Activity (Details) - 2017 Omnibus Incentive Plan - Performance Stock Units	6 Months Ended
	Jun. 30, 2021 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Non-vested at the beginning (in units) | shares	1,716,100
Granted (in units) | shares	118,210
Vested (in units) | shares	0
Forfeited (in units) | shares	221,100
Non-vested at the end (in units) | shares	1,613,210
Weighted Average Grant Date Fair Value (Per Unit)
Outstanding at the beginning (per unit) | $ / shares	$ 1.38
Granted (per unit) | $ / shares	7.45
Vested (per unit) | $ / shares	0
Forfeited (per unit) | $ / shares	6.30
Outstanding at the end (per unit) | $ / shares	$ 2.28

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COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	Jun. 30, 2021 USD ($)
COMMITMENTS AND CONTINGENCIES
Outstanding letters of credit	$ 26.1

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COMMON STOCK REPURCHASE PROGRAM (Details) - USD ($) $ in Millions	3 Months Ended
	Jun. 30, 2021	Mar. 22, 2021
COMMON STOCK REPURCHASE PROGRAM
Stock repurchase program		3,000,000
Stock repurchased and retired during period (in shares)	1,517,623
Stock repurchased and retired during period	$ 10.5

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REPORTABLE SEGMENTS (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenue	$ 404.0	$ 351.7	$ 737.9	$ 742.7
Operating income (loss)	45.3	12.4	53.4	4.1
Depreciation	20.4	21.0	40.9	45.5
Amortization of intangible assets	1.8	1.8	3.5	3.6
Impairment	0.0	0.0	0.0	13.4
Restructuring	0.1	3.0	0.1	3.5
Non-cash operating lease expense	(0.4)	(0.2)	(0.8)	2.7
Interest expense	7.6	11.0	18.7	23.0
Income (loss) before income tax	46.0	3.7	37.9	(16.5)
Total assets	1,088.1		1,088.1		$ 1,126.9
Capital expenditures	27.6	30.6	47.2	44.9
Company freight
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenue	163.6	167.0	308.7	347.9
Owner operator freight
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenue	129.1	96.0	234.2	203.8
Brokerage
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenue	66.7	57.9	115.2	119.6
Logistics
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenue	10.7	8.8	19.2	18.9
Fuel surcharge
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenue	33.9	22.0	60.6	52.5
Corporate/Eliminations
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenue	(3.0)	(7.0)	(6.3)	(11.6)
Operating income (loss)	(6.6)	12.8	(20.0)	(23.2)
Depreciation	0.2	0.3	0.6	0.6
Amortization of intangible assets	0.0	0.0	0.0	0.0
Impairment				0.0
Restructuring	0.0	0.0	0.0	0.0
Non-cash operating lease expense	0.0	0.0	0.0	0.0
Interest expense	5.4	5.8	12.7	12.2
Income (loss) before income tax	(4.1)	(17.3)	(30.4)	(32.9)
Capital expenditures	6.4	0.0	6.4	0.0
Corporate/Eliminations | Company freight
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenue	(2.4)	(3.5)	(4.8)	(6.0)
Corporate/Eliminations | Owner operator freight
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenue	(0.5)	(2.4)	(1.0)	(3.5)
Corporate/Eliminations | Brokerage
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenue	(0.1)	(0.7)	(0.4)	(1.4)
Corporate/Eliminations | Logistics
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenue	0.0	(0.0)	0.2	0.1
Corporate/Eliminations | Fuel surcharge
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenue	(0.1)	0.4	(0.3)	(0.8)
Flatbed
Segment Reporting Information, Profit (Loss) [Abstract]
Intersegment revenues and expenses	0.9	1.8	1.8	3.5
Flatbed | Consolidated
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenue	180.9	137.2	334.4	292.4
Operating income (loss)	22.9	10.7	33.9	19.3
Depreciation	8.1	8.5	16.1	16.8
Amortization of intangible assets	0.8	0.8	1.5	1.6
Impairment				0.0
Restructuring	0.0	0.2	0.0	0.2
Non-cash operating lease expense	(0.1)	1.2	0.2	(2.1)
Interest expense	0.9	2.4	2.6	4.9
Income (loss) before income tax	22.1	8.5	31.5	14.6
Capital expenditures	7.7	9.2	16.7	17.0
Flatbed | Consolidated | Company freight
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenue	47.7	48.9	92.4	100.2
Flatbed | Consolidated | Owner operator freight
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenue	88.9	60.1	159.9	126.3
Flatbed | Consolidated | Brokerage
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenue	25.3	15.5	47.5	35.0
Flatbed | Consolidated | Logistics
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenue	1.3	0.7	2.5	1.5
Flatbed | Consolidated | Fuel surcharge
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenue	17.7	12.0	32.1	29.4
Specialized
Segment Reporting Information, Profit (Loss) [Abstract]
Intersegment revenues and expenses	2.0	4.8	4.3	7.5
Specialized | Consolidated
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenue	226.1	221.5	409.8	461.9
Operating income (loss)	29.0	14.5	39.5	8.0
Depreciation	12.1	12.2	24.2	28.1
Amortization of intangible assets	1.0	1.0	2.0	2.0
Impairment				13.4
Restructuring	0.1	2.8	0.1	3.3
Non-cash operating lease expense	(0.3)	(1.4)	0.6	(0.6)
Interest expense	1.3	2.8	3.4	5.9
Income (loss) before income tax	28.0	12.5	36.8	1.8
Capital expenditures	13.5	21.4	24.1	27.9
Specialized | Consolidated | Company freight
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenue	118.3	121.6	221.1	253.7
Specialized | Consolidated | Owner operator freight
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenue	40.7	38.3	75.3	81.0
Specialized | Consolidated | Brokerage
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenue	41.5	43.1	68.1	86.0
Specialized | Consolidated | Logistics
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenue	9.3	8.1	16.5	17.3
Specialized | Consolidated | Fuel surcharge
Segment Reporting Information, Profit (Loss) [Abstract]
Total revenue	$ 16.3	$ 10.4	$ 28.8	$ 23.9

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EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended				6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Numerator:
Net income (loss)	$ 35.3	$ (7.3)	$ 1.6	$ (16.3)	$ 28.0	$ (14.7)
Less Series A preferred dividends	(1.3)		(1.3)		(2.5)	(2.5)
Net loss attributable to common stockholders	34.0		0.3		25.5	(17.2)
Allocation of earnings to non-vested participating restricted stock units	(0.3)				(0.2)
Numerator for basic EPS - loss available to common stockholders - two class method	33.7		0.3		25.3	(17.2)
Numerator for diluted EPS - loss available to common shareholders - two class method	35.0		$ 0.3		25.3	$ (17.2)
Add back allocation earnings to participating securities	$ 0.3				0.2
Reallocation of earnings to participating securities considering potentially dilutive securities		$ (0.3)			$ (0.2)
Denominator:
Denominator for basic EPS - weighted-average shares	64,800,000		64,200,000		65,000,000.0	64,600,000
Denominator for diluted EPS - weighted-average shares	71,866,303		64,711,210		66,154,571	64,625,347
Basic loss per share	$ 0.52		$ 0.00		$ 0.39	$ (0.27)
Diluted loss per share	$ 0.49		$ 0.00		$ 0.38	$ (0.27)
Stock Option
Denominator:
Weighted-average shares outstanding - Equivalent	1,400,000		500,000		1,200,000
Convertible Preferred Stock
Denominator:
Weighted-average shares outstanding - Equivalent	5,700,000
Series A
Numerator:
Less Series A preferred dividends	$ (1.3)		$ (1.3)		$ (2.5)	$ (2.5)
Net loss attributable to common stockholders	(34.0)		$ 0.3		$ (25.5)	$ (17.2)
Add back series A preferred dividends	$ 1.3
Denominator:
Preferred stock dividend rate (as a percent)		7.625%		7.625%	7.625%

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SUBSEQUENT EVENTS (Details) - USD ($) $ in Millions	1 Months Ended	6 Months Ended
	Jul. 31, 2021	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Subsequent Event [Line Items]
Common stock, issued		63,804,434		65,023,174
Repurchase common stock		$ 10.5	$ 0.0
Subsequent Event [Member]
Subsequent Event [Line Items]
Common stock, issued	1,482,377
Repurchase common stock	$ 9.8