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INTEGRATION AND RESTRUCTURING
6 Months Ended
Jun. 30, 2022
Restructuring and Related Activities [Abstract]  
INTEGRATION AND RESTRUCTURING

NOTE 4 – INTEGRATION AND RESTRUCTURING

During the first quarter of 2022, the Company internally announced a phased integration and restructuring plan (Transformation Plan or the Plan), with the first phase integrating five operating segments into three other operating segments, which will reduce the number of overall operating segments from eleven to six. The second phase of the Plan will integrate those six operating segments into four or five operating segments. As of June 30, 2022, we had ten operating segments. The Transformation Plan is intended to reduce the Company’s cost base, right size its organization and management team and increase and accelerate its previously announced operational improvement goals. In addition, the Company anticipates additional revenue opportunities driven by synergies from optimizing a consolidated operation, including empty mile reduction, pricing improvements, and additional seated truck contribution. The integration and restructuring costs consist of employee-related costs and other transition and termination costs related to restructuring activities. Employee-related costs include severance, tax preparation, and relocation costs, which are accounted for in accordance with ASC 420 Exit or Disposal Cost Obligations. Other transition and termination costs include fixed asset-related charges, contract and lease termination costs, professional fees, and other miscellaneous expenditures associated with the integration or restructuring activities, which are expensed as incurred. Costs are reported in restructuring charges in the consolidated statements of operations and comprehensive income. The obligation related to employee separation costs is included in other current liabilities in the consolidated balance sheets.

The Company recorded $0.6 million and $1.2 million of integration and restructuring expenses in connection with the Plan in the three and six months ended June 30, 2022, respectively. As of June 30, 2022, we have incurred a cumulative total of $1.2 million in integration and restructuring costs since inception of the Plan.

The Company completed the previously announced internal restructuring (Project Pivot) and integration (Project Synchronize) plans as of December 31, 2021 and does not expect any future material restructuring costs associated with those prior plans. As of December 31, 2021, the Company had incurred a cumulative total of $9.9 million in integration and restructuring costs related to Project Pivot and Project Synchronize.

The following table summarizes the integration and restructuring costs as of June 30, 2022 (in millions):

 

 

 

Severance

 

 

Operating

 

 

 

 

 

 

 

 

 

and

 

 

Lease

 

 

 

 

 

 

 

 

 

Other Payroll

 

 

Termination

 

 

Other

 

 

Total

 

Balance at December 31, 2021

 

$

 

 

$

 

 

$

 

 

$

 

Specialized Solution

 

 

 

 

 

 

 

 

 

 

 

 

Costs accrued

 

 

0.2

 

 

 

 

 

 

0.3

 

 

 

0.5

 

Amounts paid or charged

 

 

(0.2

)

 

 

 

 

 

(0.3

)

 

 

(0.5

)

Specialized Solution balance at June 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Flatbed Solution

 

 

 

 

 

 

 

 

 

 

 

 

Costs accrued

 

 

 

 

 

 

 

 

 

 

 

 

Amounts paid or charged

 

 

 

 

 

 

 

 

 

 

 

 

Flatbed Solution balance at June 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

 

 

 

 

 

 

 

 

 

Costs accrued

 

 

 

 

 

 

 

 

0.7

 

 

 

0.7

 

Amounts paid or charged

 

 

 

 

 

 

 

 

(0.7

)

 

 

(0.7

)

Corporate balance at June 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

Costs accrued

 

 

0.2

 

 

 

 

 

 

1.0

 

 

 

1.2

 

Amounts paid or charged

 

 

(0.2

)

 

 

 

 

 

(1.0

)

 

 

(1.2

)

Consolidated balance at June 30, 2022

 

$

 

 

$

 

 

$

 

 

$

 

 

Impairments

During the three months ended June 30, 2022, the Company made a decision to no longer use the trade name of an operating segment within the Specialized Solutions segment that had been integrated into another operating segment as part of the Plan. In addition, as of June 30, 2022, there were no remaining customer relationships associated with this integrated operating segment. As such, the Company determined there were indicators of impairment regarding this operating segment’s trade name intangibles, customer relationships intangibles, and goodwill. The Company determined there was no fair value associated with this integrated operating segment’s intangibles. As such, the Company recorded an impairment charge of $7.8 million in the Specialized Solutions segment during the three months ended June 30, 2022, consisting of $1.9 million of trade name intangibles, $0.2 million of customer relationships, and $5.7 million of goodwill. The impairment charge is included in impairment in the consolidated statements of operations and comprehensive income.