RESTRUCTURING, IMPAIRMENT AND OTHER COSTS

9 Months Ended

Sep. 30, 2019

RESTRUCTURING, IMPAIRMENT AND OTHER COSTS

RESTRUCTURING, IMPAIRMENT AND OTHER COSTS

NOTE 14 – RESTRUCTURING, IMPAIRMENT AND OTHER COSTS

On March 7, 2019, Johannes Hugo resigned as Senior Vice President - Trucking Operations.  Pursuant to Mr. Hugo’s resignation, the Executive Compensation Committee (the "Committee") approved a separation agreement with Mr. Hugo (the "Hugo Separation Agreement").  Pursuant to the Hugo Separation Agreement, Mr. Hugo received (i) salary continuation through April 6, 2019, (ii) vesting of 1,934 shares of restricted stock that vested on March 22, 2019, (iii) noncompete payments equal to his then-current base salary for a period of twelve months subject to ongoing compliance with certain non-competition, non-solicitation, non-disparagement, and confidentiality covenants in favor of the Company, and (iv) a prorated cash payment, if and to the extent earned, under the short term cash incentive compensation program adopted by the Committee for 2019.  In addition, the Hugo Separation Agreement contained a customary release of claims in favor of the Company.  Total costs associated with Mr. Hugo’s resignation were $0.3 million and were recorded in the "Salaries, wages and employee benefits" line item in the accompanying condensed consolidated statements of (loss) income and comprehensive (loss) income.

In March 2018, the Company announced the retirement of James Craig, the Company’s former Executive Vice President, Chief Commercial Officer, and President – USAT Logistics.  Effective March 23, 2018, in connection with Mr. Craig’s retirement, the Committee approved a separation agreement (the "Craig Separation Agreement") with the following terms: (i) salary continuation through May 31, 2018, (ii) non-compete payments equal to his current salary for a period of twelve months subject to ongoing compliance with certain non-competition, non-solicitation, non-disparagement, and confidentiality covenants in favor of the Company, (iii) a prorated cash payment under the short-term cash incentive compensation program adopted by the Committee for 2018, and (iv) accelerated vesting of 5,488 shares of time-vested restricted stock of the Company scheduled to vest on July 30, 2018 and 5,488 shares of performance-vested restricted stock of the Company scheduled to vest on July 30, 2018 depending on performance relative to USAT Logistics performance goals.  Total costs associated with Mr. Craig’s retirement were $0.7 million and were recorded in the "Salaries, wages and employee benefits" line item in the accompanying condensed consolidated statements of (loss) income and comprehensive (loss) income.  At September 30, 2019, all costs associated with the Craig Separation Agreement have been paid.

The following tables summarize the Company’s liabilities, charges, and cash payments related to executive severance agreements made during the three and nine months ended September 30, 2019 and 2018:

	Accrued								Accrued
	Balance								Balance
	December 31,		Costs						September 30,
	2018		Incurred		Payments		Expenses/Charges		2019
	(in thousands)
Severance costs included in salaries, wages and employee benefits	$	247	$	319	$	(384)	$	—	$	182

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Costs incurred	(in thousands)
Trucking	$	—	$	—	$	319	$	484
USAT Logistics		—		—		—		227
Total	$	—	$	—	$	319	$	711