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Discontinued Operations and Held for Sale | 12 Months Ended
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Dec. 31, 2023
Discontinued Operations and Disposal Groups [Abstract] |
Discontinued Operations and Held for Sale | Discontinued Operations and Held for Sale Sale of Final Mile On December 20, 2023, the Company completed the sale of the Final Mile business for estimated total cash consideration of $260,916. As a result, the assets and liabilities of Final Mile have been presented separately under the captions “Current assets held for sale,” “Noncurrent assets held for sale,” “Current liabilities held for sale” and “Noncurrent liabilities held for sale” in the Consolidated Balance Sheets as of December 31, 2022. The results of operations of Final Mile, as well as the gain realized on the sale of $155,829, have been presented under the caption “Income from discontinued operations, net of tax” in the Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021. Sale of Pool As previously disclosed, on April 23, 2020, the Company made a decision to divest of Pool and the sale was completed on February 12, 2021. As a result, the results of Pool were classified to “Loss from discontinued operations, net of tax” in the Consolidated Statements of Comprehensive Income for the year ended December 31, 2021. Certain corporate overhead and other costs previously allocated to Pool for segment reporting purposes did not qualify for classification within discontinued operation and were allocated to continuing operations. These costs were classified to the eliminations column in the segment reconciliation in Note 12, Segment Reporting. On February 12, 2021, the Company completed the sale of the Pool business for $8,000 in cash and up to a $12,000 earn-out based on earnings before interest, taxes, depreciation and amortization. The sale agreement for Pool included an earn-out based on the achievement of certain earnings before interest, taxes, depreciation and amortization attainment over an eleven-month period, beginning February 1, 2021. The estimated fair value of the earn-out asset on the date of sale was $6,967. The fair value was based on the estimated eleven-month period of the earnings before interest, taxes, depreciation and amortization and was calculated using a Monte Carlo simulation model. Subsequent to the date of sale, the Company recognized any increases in the carrying value of the earn-out asset when the change was realized and evaluated the earn-out asset for impairment at each reporting period. The financial performance of the Pool business significantly deteriorated during the third quarter of 2021. As a result, an evaluation of the earn-out asset for impairment was completed, which included a review of revised forecasts, updated strategic operating decisions and current market conditions. The revised forecasts indicated an impairment of the entire earn-out asset was necessary. A non-cash charge of $6,967 was recorded as an “Impairment charge” in the summarized discontinued operation financial information for the year ended December 31, 2021. Transition Services Agreement On February 12, 2021, the Company entered into a Transition Services Agreement (“TSA”) with TOG FAS Holdings LLC, the buyer of the Pool business. Under the TSA, the Company performed certain services on an interim basis in order to facilitate the orderly transition of the Pool business. The effective date of the TSA was February 12, 2021 and remained in effect until the date all services were completed, but no more than six months following the effective date. The TSA provided the right to extend the term of the TSA with no limit on the number of the mutually agreed upon extensions. In exchange for the services performed by the Company under the TSA, the Company received a monthly service charge. For the year ended December 31, 2021, the Company recognized $747, in “Other operating expenses” in the Consolidated Statements of Comprehensive Income, for the services performed under the TSA. The TSA ended in October 2021 when all services were completed. Summarized Held for Sale and Discontinued Operation Financial Information A summary of the carrying amounts of major classes of assets and liabilities, which are included in assets and liabilities held for sale in the Consolidated Balance Sheets, is as follows:
|  | December 31, 2022
Assets |  |
Current assets: |  |
Accounts receivable, less allowance of $29 in 2022 |  | $ | 32,799 |
Prepaid expenses |  | 5 |
Other current assets |  | 2,138 |
Total current assets held for sale |  | $ | 34,942 |
Property and equipment, net of accumulated depreciation and amortization of $2,524 |  | $ | 2,751 |
Operating lease right-of-use assets |  | 10,768 |
Goodwill |  | 48,197 |
Other acquired intangibles, net of accumulated amortization of $12,332 in 2022 |  | 39,219 |
Other assets |  | 92 |
Total noncurrent assets held for sale |  | $ | 101,027 |
Liabilities |  |
Current liabilities: |  |
Accounts payable |  | $ | 4,507 |
Accrued expenses |  | 4,373 |
Other current liabilities |  | 13 |
Current portion of debt and finance lease obligations |  | 128 |
Current portion of operating lease liabilities |  | 4,840 |
Total current liabilities held for sale |  | $ | 13,861 |
Finance lease obligations, less current portion |  | $ | 133 |
Operating lease liabilities, less current portion |  | 5,962 |
Total noncurrent liabilities held for sale |  | $ | 6,095 |
A summary of the results of operations classified as a discontinued operations, net of tax, in the Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021 is as follows:
| Year Ended |  |
| December 31, 2023 |  |  |  | December 31, 2022 |  | December 31, 2021 |  |
Operating revenue | $ | 273,873 |  |  |  |  | $ | 293,769 |  |  | $ | 292,976 |  |  |
Operating expenses: |  |  |  |  |  |  |  |  |
Purchased transportation | 158,233 |  |  |  |  | 176,137 |  |  | 171,035 |  |  |
Salaries, wages and employee benefits | 51,304 |  |  |  |  | 45,211 |  |  | 49,101 |  |  |
Operating leases | 12,325 |  |  |  |  | 11,804 |  |  | 13,685 |  |  |
Depreciation and amortization | 5,212 |  |  |  |  | 4,834 |  |  | 4,586 |  |  |
Insurance and claims | 2,586 |  |  |  |  | 2,281 |  |  | 3,706 |  |  |
Fuel expense | 305 |  |  |  |  | 627 |  |  | 1,057 |  |  |
Other operating expenses | 36,842 |  |  |  |  | 34,490 |  |  | 37,946 |  |  |
Impairment charge | — |  |  |  |  | — |  |  | 6,967 |  |  |
Total operating expenses | 266,807 |  |  |  |  | 275,384 |  |  | 288,083 |  |  |
Income from discontinued operations | 7,066 |  |  |  |  | 18,385 |  |  | 4,893 |  |  |
Gain (loss) on sale of business | 155,829 |  |  |  |  | — |  |  | (2,860) |  |  |
Income from discontinued operations before income taxes | 162,895 |  |  |  |  | 18,385 |  |  | 2,033 |  |  |
Income tax expense | 38,347 |  |  |  |  | 4,608 |  |  | 3,053 |  |  |
Income (loss) from discontinued operations, net of tax | $ | 124,548 |  |  |  |  | $ | 13,777 |  |  | $ | (1,020) |  |  |

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//205-20/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//360/tableOfContent + Details
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