NOTE 6 – GOODWILL AND INTANGIBLE ASSETS

Goodwill represents the excess of the purchase price of all acquisitions over the estimated fair value of the net assets acquired. The Company performs an impairment test of goodwill annually as of October 1 or when impairment indicators arise.

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. The Plan was implemented to streamline and reduce the Company’s cost structure, improve asset utilization and capitalize on operational synergies. Additionally, the Company announced the planned implementation of Business Improvement Plans (BIP), which are expected to increase profitability by right-sizing trailer-to-tractor ratios, yielding management capacity allocations, and improving maintenance execution. 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. As part of Project Pivot, the Company executed a new management restructuring and substantial corporate cost reduction plan. See Note 8 for additional details.

During the third quarter of 2019, the Company identified a triggering event following the announcement of Projects Synchronize and Pivot, the BIP, and the decline in the Company’s stock price. As a result, the Company completed goodwill impairment and asset impairment analyses as of September 30, 2019 (see Note 8 for additional details). The result of the September 30, 2019 goodwill impairment analysis was a non-cash goodwill impairment charge of $112.8 million and $6.0 million that were recorded in the third and fourth quarters, respectively, of which $111.0 million is not deductible for tax purposes. Goodwill impairment is recorded in impairment in the consolidated statements of operations and comprehensive income (loss). During the fourth quarter of 2018, management performed goodwill impairment testing on its reporting units, which resulted in goodwill impairment for one reporting unit of $11.1 million.

The summary of changes in the carrying amount of goodwill for the years ended December 31, 2019 and 2018 are as follows (in millions):


	Flatbed		Specialized		Total
Goodwill balance at January 1, 2018	$	105.9		196.8	$	302.7
Impairment		—		(11.1)		(11.1)
Goodwill acquired and adjustments to previously recorded goodwill (net)		(4.4)		(27.7)		(32.1)
Foreign currency translation adjustment		—		(1.1)		(1.1)
Goodwill balance at December 31, 2018		101.5		156.9		258.4
Impairment		(42.2)		(76.6)		(118.8)
Adjustments to previously recorded goodwill (net)		—		(0.3)		(0.3)
Foreign currency translation adjustment		—		0.6		0.6
Goodwill balance at December 31, 2019	$	59.3	$	80.6	$	139.9

During the third quarter of 2019, the Company recorded an impairment charge to intangible assets of $85.6 million for non-competition agreements, customer relationships and trade names categories of intangible assets. In June 2018, the Company recorded an impairment charge of $2.8 million related to the trade names category of intangible assets related to the specialized segment. The trade name was impaired as a result of the reorganization and merger of two of the Company’s operating companies.

Intangible assets consisted of the following at December 31, 2019 and 2018 (in millions):


	As of December 31, 2019						As of December 31, 2018
	Intangible		Accumulated		Intangible		Intangible		Accumulated		Intangible
	Assets		Amortization		Assets, net		Assets		Amortization		Assets, net
Non-competition agreements	$	21.7	$	(18.4)	$	3.3	$	33.8	$	(12.8)	$	21.0
Customer relationships		88.9		(42.2)		46.7		130.9		(33.5)		97.4
Trade names		59.1		—		59.1		90.6		—		90.6
Foreign currency translation adjustment		—		—		—		(0.2)		—		(0.2)
Total intangible assets	$	169.7	$	(60.6)	$	109.1	$	255.1	$	(46.3)	$	208.8

As of December 31, 2019, non-competition agreements and customer relationships had weighted average remaining useful lives of 2.7 and 9.7 years, respectively. As of December 31, 2018, non-competition agreements and customer relationships had weighted average remaining useful lives of 3.0 and 10.4 years, respectively. See Note 4 for more information on intangible assets acquired.

Amortization expense for intangible assets with definite lives was $14.3 million, $16.7 million and $6.7 million for the years ended December 31, 2019, 2018 and 2017, respectively.

Future estimated amortization expense is as follows (in millions):


	Non-competition		Customer
Year ending December 31,	Agreements		Relationships
2020	$	1.3	$	5.9
2021		1.0		5.9
2022		0.9		5.9
2023		0.1		5.9
2024		—		4.5
Thereafter		—		18.6
Total	$	3.3	$	46.7