10 unchanged sentences
In addition, if a downturn in our customers’ business cycles causes a reduction in the volumes of freight shipped by those customers, particularly among certain national retailers or in the food, beverage, retail, manufacturing, housing, paper, ecommerce, or printing industries, our operating results could be adversely affected.
−Removed: During 2022 and continuing in 2023, we have experienced a decline in volumes as shippers struggle with elevated inventory levels and consumer demand has been negatively impacted by inflation and macroeconomic uncertainty.
+Added: During 2022 and 2023, we experienced a decline in volumes as shippers struggled with elevated inventory levels and consumer demand was negatively impacted by inflation and macroeconomic uncertainty.
These volume declines have also driven declining freight rates in certain transportation modes and trade lanes.
17 unchanged sentences
In our truckload transportation business, fluctuating fuel prices may result in a decreased adjusted gross profit margin.
−Removed: While our different pricing arrangements with customers and contracted motor carriers make it very difficult to measure the precise impact, we believe that fuel costs essentially act as a pass-through cost to our truckload business.
+Added: While our different pricing arrangements with customers and contracted motor carriers make it very difficult to measure the precise impact, we believe fuel costs essentially act as a pass-through cost to our truckload business.
In times of fluctuating fuel prices, our adjusted gross profit margin may also fluctuate.
5 unchanged sentences
These independent third parties may not fulfill their obligations to us, or our relationship with these parties may change, which may prevent us from meeting our commitments to our customers.
−Removed: This reliance also could cause delays in reporting certain events, including recognizing claims.
+Added: Our reliance on these third parties also could cause delays in reporting certain events, including recognizing claims.
In addition, if we are unable to secure sufficient equipment or other transportation services from third parties to meet our commitments to our customers, our operating results could be materially and adversely affected, and our customers could switch to our competitors temporarily or permanently.
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In some instances where we have entered into contract freight rates with customers, in the event market conditions change and those contracted rates are below market rates, we may be required to provide transportation services at a loss.
−Removed: Our sourcing business is dependent upon the supply and price of fresh produce.
−Removed: The supply and price of fresh produce is affected by weather and growing conditions, including but not limited to, flood, drought, freeze, insects, disease, and other conditions over which we have no control.
−Removed: Commodity prices can be affected by shortages or overproduction and are often highly volatile.
−Removed: If we are unable to secure fresh produce to meet our commitments to our customers, our operating results could be materially and adversely affected, and our customers could switch to our competitors temporarily or permanently.
−Removed: To assure access to certain commodities, we occasionally make monetary advances to growers to finance their operations.
−Removed: Repayment of these advances is dependent upon the growers’ ability to grow and harvest marketable crops.
Our earnings may be affected by seasonal changes or significant disruptions in the transportation industry.
1 unchanged sentence
We believe this historical pattern has been the result of, or influenced by, numerous factors, including national holidays, weather patterns, consumer demand, economic conditions, and other similar and subtle forces.
−Removed: Although seasonal changes in the transportation industry have not had a significant impact on our cash flow or results of operations, we expect this trend to continue and we cannot guarantee that it will not adversely impact us in the future.
+Added: Although seasonal changes in the transportation industry have not had a significant impact on our cash flow or results of operations, we expect this trend to continue, and we cannot guarantee it will not adversely impact us in the future.
The transportation industry may also be significantly impacted by disruptions such as port congestion and the availability of transportation equipment, as well as factors such as labor shortages, fuel prices, shifts in consumer demand toward more locally sourced products, and regulatory changes.
2 unchanged sentences
We may acquire or make investments in complementary businesses, products, services, or technologies.
−Removed: We cannot guarantee that we will be able to identify suitable acquisitions or investment candidates.
−Removed: Even if we identify suitable candidates, we cannot guarantee that we will make acquisitions or investments on commercially acceptable terms, if at all.
+Added: We cannot guarantee we will be able to identify suitable acquisitions or investment candidates.
+Added: Even if we identify suitable candidates, we cannot guarantee we will make acquisitions or investments on commercially acceptable terms, if at all.
The timing and number of acquisitions we pursue may also cause volatility in our financial results.
1 unchanged sentence
The issuance of any equity securities could be dilutive to our stockholders.
+Added: Our sourcing business is dependent upon the supply and price of fresh produce.
+Added: The supply and price of fresh produce is affected by weather and growing conditions, including but not limited to, flood, drought, freeze, insects, disease, and other conditions over which we have no control.
+Added: Commodity prices can be affected by shortages or overproduction and are often highly volatile.
+Added: If we are unable to secure fresh produce to meet our commitments to our customers, our operating results could be materially and adversely affected, and our customers could switch to our competitors temporarily or permanently.
+Added: To assure access to certain commodities, we occasionally make monetary advances to growers to finance their operations.
+Added: Repayment of these advances is dependent upon the growers’ ability to grow and harvest marketable crops.
Company risk factors
6 unchanged sentences
As demonstrated by recent material and high-profile data security breaches, computer malware, viruses, computer hacking, and phishing attacks have become more prevalent, have occurred on our operating systems in the past, and may occur on our operating systems in the future.
−Removed: Previous attacks on our operating systems have not had a material financial impact on our operations, but we cannot guarantee that future attacks will have little to no impact on our business.
−Removed: Furthermore, given the interconnected nature of the supply chain and our significant presence in the industry, we believe that we may be an attractive target for such attacks.
+Added: Previous attacks on our operating systems have not had a material financial impact on our operations, but we cannot guarantee future attacks will have little to no impact on our business.
+Added: Furthermore, given the interconnected nature of the supply chain and our significant presence in the industry, we believe we may be an attractive target for such attacks.
The insurance coverage we currently have in place may not apply to a particular loss or it may not be sufficient to cover all liabilities to which we may be subject.
1 unchanged sentence
Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, a significant impact on the performance, reliability, security, and availability of our operating systems and technical infrastructure to the satisfaction of our users may harm our reputation, impair our ability to retain existing customers or attract new customers, and expose us to legal claims and government action, each of which could have a material adverse impact on our financial condition, results of operations, and growth prospects.
−Removed: Our international operations subject us to operational and financial risks.
+Added: Our international operations subject us to operational, financial, and data privacy risks.
We provide services within and between foreign countries on an increasing basis.
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Failure to comply could result in reputational harm, substantial penalties, and operational restrictions;
+Added: • global laws and regulations regarding the collection, use, processing, and transfer of personal information may impact our services by imposing restrictions on processing, increase legal claim liability, and increase regulatory scrutiny and fines.
+Added: These requirements continue to evolve and vary by region and regime, which increases the risk of noncompliance and impacts operations, including additional expenses and resources necessary to manage compliant operations.
The occurrence or consequences of any of these factors may restrict our ability to operate in the affected region and/or decrease the profitability of our operations in that region.
7 unchanged sentences
In periods of rapid change, it may be more difficult to match our staffing level to our business needs.
−Removed: We cannot guarantee that we will be able to continue to hire and retain a sufficient number of qualified personnel.
+Added: We cannot guarantee we will be able to continue to hire and retain a sufficient number of qualified personnel.
In addition, macroeconomic factors impacting the labor market may result in higher costs to hire and retain qualified personnel.
1 unchanged sentence
Continued success depends in large part on our ability to develop successful employees into managers.
+Added: We use, and may continue to expand our use of, machine learning and artificial intelligence (“AI”) technologies to deliver our services and operate our business.
+Added: If we fail to successfully integrate AI into our platform and business processes, or if we fail to keep pace with rapidly evolving AI technological developments, including attracting and retaining talented AI developers and programmers and cybersecurity personnel, we may face a competitive disadvantage.
+Added: At the same time, the use or offering of AI technologies may result in new or expanded risks and liabilities, including enhanced government or regulatory scrutiny, litigation, privacy and compliance issues, ethical concerns, confidentiality, reputational harm, and security risks.
+Added: It is not possible to predict all of the risks related to the use of AI and changes in laws, rules, directives, and regulations governing the use of AI may adversely affect our ability to develop and use AI or subject us to legal liability.
+Added: The cost of complying with laws and regulations governing AI could be significant and would increase our operating expenses, which could adversely affect our business, financial condition, and results of operations.
+Added: Further, market demand and acceptance of AI technologies are uncertain, and we may be unsuccessful in efforts to further incorporate AI into our processes.
We derive a significant portion of our total revenues and adjusted gross profits from our largest customers.
−Removed: During 2022, our top 100 customers based on total revenue comprised approximately 35 percent of our consolidated total revenues and our top 100 customers based on adjusted gross profits comprised approximately 29 percent of consolidated adjusted gross profit.
+Added: During 2023, our top 100 customers based on total revenue comprised approximately 35 percent of our consolidated total revenues and our top 100 customers based on adjusted gross profits comprised approximately 28 percent of our consolidated adjusted gross profits.
Our largest customer comprised approximately two percent of our consolidated total revenues.
8 unchanged sentences
For acquisitions, success depends upon efficiently integrating the acquired business into our existing operations.
−Removed: If we complete a large acquisition or multiple acquisitions within a short period of time, we may experience heightened difficulties in integrating the acquired companies.
+Added: If we complete a large acquisition or multiple acquisitions within a short period of time, we may experience heightened difficulties integrating the acquired companies.
We are required to integrate these businesses into our internal control environment, which may present challenges that are different than those presented by organic growth and that may be difficult to manage.
4 unchanged sentences
Slower or less profitable growth or losses could adversely affect our stock price.
−Removed: We are in the process of searching for a new Chief Executive Officer and need to retain key management personnel.
−Removed: Our Board of Directors is conducting a search for a new Chief Executive Officer.
−Removed: In January 2023, we announced that the Board of Directors was conducting a search for a successor for our Chief Executive Officer whose employment terminated January 1, 2023, and the Board appointed a member of the Board to serve as Interim Chief Executive Officer.
−Removed: We must successfully identify and integrate a new Chief Executive Officer to achieve our strategic and operating objectives, and the timeline for completing this process is currently unknown.
−Removed: Transitions in senior executive leadership can adversely affect relationships with our clients, suppliers, and employees;
−Removed: make it difficult to attract and retain talent;
−Removed: and pose challenges in planning for the future.
−Removed: We must also retain other key management personnel to facilitate a smooth transition.
−Removed: Failure to attract, retain and incentivize key management personnel could materially and adversely affect our operating results.
Our indebtedness could adversely impact our financial condition and results of operations.
11 unchanged sentences
and other jurisdictions where we operate.
−Removed: Changes to income tax laws and regulations in any of the jurisdictions where we operate could significantly increase our effective tax rate and reduce our operating cash flows.
+Added: Changes to income tax laws and regulations in any of the jurisdictions where we operate could adversely affect our overall tax liability.
+Added: The Organization for Economic Cooperation and Development (“OECD”) reached agreement among various countries to implement a minimum 15 percent tax rate on certain multinational enterprises, commonly referred to as Pillar Two.
+Added: Many countries continue to announce changes in their tax laws and regulations based on the Pillar Two proposals.
+Added: We are continuing to evaluate the impact of these proposed and enacted legislative changes as new guidance becomes available.
+Added: Some of these legislative changes could impact our effective tax rate and tax liabilities.
+Added: Given the numerous proposed tax law changes and the uncertainty regarding such proposed legislative changes, the impact of Pillar Two could adversely impact our effective tax rate, financial position, and results of operations.
We are subject to claims arising from our transportation operations.
8 unchanged sentences
Cl aims against us may exceed the amount of our insurance coverage or may not be covered by insurance at all.
−Removed: In addition, we are insured up to $2.5 million per incident within our automobile liability policy.
A material increase in the frequency or severity of accidents, liability claims, workers’ compensation claims, or unfavorable resolutions of claims could materially and adversely affect our operating results.
6 unchanged sentences
We maintain a broad cargo liability insurance policy to help protect us against catastrophic losses that may not be recovered from the responsible contracted carrier.
−Removed: We also carry various liability insurance policies, including automobile and general liability, with a $155 million umbrella where we carry retentions between $0.5 million and $7.5 million.
+Added: We also carry various liability insurance policies, including automobile and general liability, with a $125 million umbrella with up to a $10 million retention, an additional $10 million corridor retention, and a $6.5 million retention in various layers throughout the umbrella.
Buying and reselling fresh produce exposes us to possible product liability.
2 unchanged sentences
We may face claims for a variety of damages arising from the sale of produce, which may include potentially uninsured consequential damages.
−Removed: While we are insured for up to $155 million for product liability claims subject to a $500,000 per incident deductible, settlement of class action claims is often costly, and we cannot guarantee that our coverage will be adequate or that it will continue to be available.
+Added: While we are insured for up to $125 million for product liability claims subject to a $500,000 per incident deductible, settlement of class action claims is often costly, and we cannot guarantee our coverage will be adequate or that it will continue to be available.
If we have to recall produce, we may be required to bear the cost of repurchasing, transporting, and destroying any allegedly contaminated product, as well as associated consequential damages.
5 unchanged sentences
Loss due to spoilage (including the need for disposal) is also a routine part of the sourcing business.
−Removed: Any material litigation related to the above types of claims or claims arising from our transportation operations may require significant management time and could cause us to incur substantial legal and related costs, which may include damages that could have a material adverse impact on our financial results.
+Added: Any material litigation related to the above types of claims or claims arising from our transportation operations may require significant time from management and could cause us to incur substantial legal and related costs, which may include damages that could have a material adverse impact on our financial results.
Our business depends upon compliance with numerous government regulations.
6 unchanged sentences
We provide customs brokerage services as a customs broker under a license issued by U.S.
−Removed: Customs and Border Protection and other authoritative governmental agencies.
+Added: Customs and Border Protection (“CBP”), and we maintain Customs Trade Partnership Against Terrorism certification with CBP.
+Added: Some customs entries fall within the jurisdiction of other authoritative governmental agencies (e.g., Food and Drug Administration, Fish and Wildlife Service, etc.).
We also have and maintain other licenses as required by law.
17 unchanged sentences
Until the timing, scope, and extent of such possible regulation becomes known, we cannot predict its effect on our company, but if we are unable to pass such costs along to our customers, our business could be materially and adversely affected.
−Removed: Even without any new legislation or regulation, increased public concern regarding greenhouse gas emissions by transportation carriers could harm the reputations of companies operating in the transportation logistics industries and shift consumer demand toward more locally sourced products and away from our services.
+Added: Even without any new legislation or regulation, increased public concern regarding greenhouse gas emissions by transportation carriers could harm the reputations of companies operating in the transportation and logistics industries and shift consumer demand toward more locally sourced products and away from our services.
General risk factors
−Removed: We are subject to negative impacts of changes in political and governmental conditions.
−Removed: Our operations are subject to the influences of significant political, governmental, and similar changes and our ability to respond to them, including:
+Added: We may be subject to negative impacts of changes in political and governmental conditions.
+Added: Our operations may be subject to the influences of significant political, governmental, and similar changes and our ability to respond to them, including:
• changes in political conditions and in governmental policies;
• changes in and compliance with international and domestic laws and regulations;
−Removed: • wars, civil unrest, acts of terrorism, and other conflicts.
+Added: • wars, civil unrest, acts of terrorism, and other conflicts such as the current conflict in the Red Sea, which is impacting the global freight market.
We may be subject to negative impacts of catastrophic events.
2 unchanged sentences
A catastrophic event that results in the destruction or disruption of any of our critical business or information systems could harm our ability to conduct normal business operations and adversely impact our operating results.
−Removed: In addition, the company is continuously monitoring the ongoing impact of the COVID-19 pandemic, which has already caused a significant disruption to global financial markets and supply chains and has resulted in numerous travel restrictions and the shutdown of certain businesses across the globe since its inception.
−Removed: Since the beginning of the pandemic we have experienced periods of significant changes including volatility in demand, declines in certain industries and regions, volatile pricing, and negative impacts to carrier capacity.
−Removed: The extent to which the ongoing COVID-19 pandemic impacts our operating results will depend on future developments, which remain highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of outbreaks, the emergence of new COVID-19 variants, and the effectiveness of local, state, federal, and international actions that are being taken to contain and treat COVID-19.
−Removed: There continues to be uncertainty around the duration of the COVID-19 pandemic and its broader impact on the economy, and therefore, the effects it will have on our operations and financial results remain uncertain for 2023.
−Removed: If economic or market conditions in key global markets deteriorate, it may have a material adverse impact on our business and results of operations, and we may experience material adverse effects on our financial positions.
−Removed: UNRESOLVED STAFF COMMENTS
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.