What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-01 compared with 2024-08-02 · 134 added, 97 removed, 752 unchanged (23% of the section changed)

4 unchanged sentences

(In thousands, except share data)

June 30, 2024

September 30, 2024

December 31, 2023

28 unchanged sentences

Current liabilities:

Checks outstanding in excess of bank balances

Accounts payable

28 unchanged sentences

40,000,000 shares authorized;

16,125,786 shares issued and 10,820,868 outstanding as of June 30, 2024;

16,125,786 shares issued and 10,829,667 outstanding as of September 30, 2024;

and 16,125,786 shares issued and 10,721,517 outstanding as of December 31, 2023

5 unchanged sentences

Treasury stock at cost;

5,304,918 and 5,404,269 shares as of June 30, 2024 and December 31, 2023, respectively

5,296,119 and 5,404,269 shares as of September 30, 2024 and December 31, 2023, respectively

( 131,472 ) ( 132,346 )

10 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE three and six months ended June 30, 2024 and 2023

FOR THE three and nine months ended September 30, 2024 and 2023

(In thousands, except per share data)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Freight revenue

34 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE three and six months ended June 30, 2024 and 2023

FOR THE three and nine months ended September 30, 2024 and 2023

(Unaudited and in thousands )

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

$ 13,033 $ 13,506 $ 29,202 $ 42,434

Other comprehensive income:

Unrealized gain on effective portion of cash flow hedges, net of tax of ($ 47 ) and ($ 172 ) in 2024 and ($ 158 ) and ($ 44 ) in 2023, respectively

Unrealized (loss) gain on effective portion of cash flow hedges, net of tax of $ 152 and ($ 20 ) in 2024 and ($ 177 ) and ($ 221 ) in 2023, respectively

( 435 ) 505 57 632

1 unchanged sentence

( 96 ) ( 100 ) ( 294 ) ( 271 )

Total other comprehensive income (loss)

Total other comprehensive (loss) income

( 531 ) 405 ( 237 ) 361

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE three and six months ended June 30, 2024 and 2023

FOR THE three and nine months ended September 30, 2024 and 2023

(Unaudited and in thousands)

For the Three and Six Months Ended June 30, 2024

For the Three and Nine Months Ended September 30, 2024

Comprehensive

5 unchanged sentences

- - - - - ( 1,443 ) ( 1,443 )

Share repurchase

- - - - - - -

Other comprehensive income

21 unchanged sentences

$ 161 $ 24 $ 157,448 $ ( 131,566 ) $ 1,110 $ 392,196 $ 419,373

For the Three and Six Months Ended June 30, 2023

- - - - - 13,033 13,033

Cash dividend ($ 0.11 per common share)

- - - - - ( 1,450 ) ( 1,450 )

Other comprehensive income

- - - - ( 531 ) - ( 531 )

Stock-based employee compensation expense

- - 988 - - - 988

Exercise of stock options

- - 45 94 - - 139

Balances at September 30, 2024

$ 161 $ 24 $ 158,481 $ ( 131,472 ) $ 579 $ 403,779 $ 431,552

For the Three and Nine Months Ended September 30, 2023

Comprehensive

30 unchanged sentences

$ 161 $ 24 $ 154,348 $ ( 131,402 ) $ 1,042 $ 355,491 $ 379,664

- - - - - 13,506 13,506

Cash dividend ($ 0.11 per common share)

- - - - - ( 1,436 ) ( 1,436 )

Other comprehensive loss

- - - - 405 - 405

Stock-based employee compensation expense

- - 1,884 - - - 1,884

Balances at September 30, 2023

$ 161 $ 24 $ 156,232 $ ( 131,402 ) $ 1,447 $ 367,561 $ 394,023

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE six months ended June 30, 2024 and 2023

FOR THE nine months ended September 30, 2024 and 2023

(Unaudited and in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities:

7 unchanged sentences

Income from equity method investment

Return on investment from equity method investee

Loss (gain) on disposition of property and equipment

46 unchanged sentences

Our operating results are subject to seasonal trends when measured on a quarterly basis;

therefore, operating results for the six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 .

therefore, operating results for the nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 .

These condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10 -K for the year ended December 31, 2023 .

7 unchanged sentences

We annually, or whenever events or changes in circumstances indicate that a review is warranted, review the reasonableness of our estimates regarding useful lives and salvage values of our revenue equipment and other long-lived assets, based upon, among other things, our experience with similar assets, conditions in the used revenue equipment market, and prevailing industry practice.

We performed a review of our estimates during the quarter ended June 30, 2024 and, due to a weak used revenue equipment market, we increased the rate of depreciation on these units in the period.

This change resulted in an additional $2.6 million of depreciation expense during the three months ended June 30, 2024.

We performed a review of our estimates for certain subsets of revenue equipment during the quarter ended June 30, 2024 and, due to a weak used revenue equipment market, we increased the rate of depreciation on these units in the period.

This change resulted in an additional $ 1.2 million and $ 3.8 million of depreciation expense during the three and nine months ended September 30, 2024, respectively.

Changes in the useful life or salvage value estimates, or fluctuations in market values that are not reflected in our estimates, could have a material effect on our results of operations.

9 unchanged sentences

Early adoption is also permitted.

This ASU will likely result in us including the additional required disclosures when adopted.

We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024.

8 unchanged sentences

Diluted income per share reflects the dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in our earnings.

There were approximately 64,000 and 71,000 shares issuable upon conversion of unvested restricted shares for the three and six months ended June 30, 2024 , respectively, and 235,000 and 251,000 shares issuable upon conversion of unvested restricted shares for the three and six months ended June 30, 2023 , respectively.

There were no unvested shares excluded from the calculation of diluted earnings per share as anti-dilutive for either of the three and six months ended June 30, 2024 and 2023.

There were approximately 621,000 and 614,000 shares issuable upon conversion of unvested employee stock options for the three and six months ended June 30, 2024 , respectively, and 400,000 and 365,000 shares issuable upon conversion of unvested employee stock options for the three and six months ended June 30, 2023 , respectively.

There were no unvested employee stock options excluded from the calculation of diluted earnings per share as anti-dilutive for the three and six months ended June 30, 2024 , respectively, and no and 35,000 unvested employee stock options excluded from the calculation of diluted earnings per share as anti-dilutive for the three and six months ended June 30, 2023 , respectively.

There were approximately 75,000 and 71,000 shares issuable upon conversion of unvested restricted shares for the three and nine months ended September 30, 2024 , respectively, and 254,000 and 247,000 shares issuable upon conversion of unvested restricted shares for the three and nine months ended September 30, 2023 , respectively.

There were no unvested shares excluded from the calculation of diluted earnings per share as anti-dilutive for either of the three and nine months ended September 30, 2024 and 2023.

There were approximately 649,000 and 619,000 shares issuable upon conversion of unvested employee stock options for the three and nine months ended September 30, 2024 , respectively, and 478,000 and 411,000 shares issuable upon conversion of unvested employee stock options for the three and nine months ended September 30, 2023 , respectively.

There were no unvested employee stock options excluded from the calculation of diluted earnings per share as anti-dilutive for the three and nine months ended September 30, 2024 , respectively, and no and 32,000 unvested employee stock options excluded from the calculation of diluted earnings per share as anti-dilutive for the three and nine months ended September 30, 2023 , respectively.

Income per share is the same for both Class A and Class B shares.

2 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Income from continuing operations

43 unchanged sentences

(in thousands)

June 30, 2024

September 30, 2024

December 31, 2023

Interest rate swaps

1,498 1,101 2

Contingent consideration

4 unchanged sentences

Interest rates that are currently available to us for issuance of long-term debt with similar terms and remaining maturities are used to estimate the fair value of our long-term debt, which primarily consists of revenue equipment installment notes.

The fair value of our revenue equipment installment notes approximated the carrying value as of June 30, 2024 , as the weighted average interest rate on these notes approximates the market rate for similar debt.

The fair value of our revenue equipment installment notes approximated the carrying value as of September 30, 2024 , as the weighted average interest rate on these notes approximates the market rate for similar debt.

Borrowings under our revolving Credit Facility (as defined herein) approximate fair value due to the variable interest rate on that facility.

2 unchanged sentences

The fair value of the contingent consideration is adjusted at each reporting period based on changes to the expected cash flows and related assumptions.

There were no contingent consideration payments made during the three months ended June 30, 2024 or 2023, and $ 10.0 million and $ 10.0 million paid during the six months ended June 30, 2024 and 2023, respectively, based on AAT's results for the first and second post-acquisition years.

There were no contingent consideration payments made during the three months ended September 30, 2024 or 2023, and $ 10.0 million and $ 10.0 million paid during the nine months ended September 30, 2024 and 2023, respectively, based on AAT's results for the first and second post-acquisition years.

Of the $ 10.0 million paid for the contingent consideration liability during 2024, $ 7.0 million was classified as financing cash flows and $ 3.0 million was classified as operating cash flows within the condensed consolidated statements of cash flows.

Of the $ 10.0 million paid for the contingent consideration liability during 2023, $ 9.2 million was classified as financing cash flows and $ 0.8 million was classified as operating cash flows within the condensed consolidated statements of cash flows.

The fair value of the contingent consideration increased during the three and six months ended June 30, 2024 by $ 0.7 million and $ 8.8 million, respectively, related to a change in the fair value for the LTST contingent consideration arrangement and by $ 0.5 million and $ 2.0 million during the three and six months ended June 30, 2023, respectively, related to a change in the fair value for the AAT contingent consideration arrangement.

The fair value of the contingent consideration increased $ 0.2 million and increased $ 9.0 million during the three and nine months ended September 30, 2024, respectively, and increased by $ 2.3 million and $ 14.3 million during the three and nine months ended September 30, 2023, respectively.

Of the 2024 increases, increases of $ 0.7 million and $ 9.5 million related to a change in the fair value for the LTST contingent consideration arrangement for the three and nine months ended September 30, 2024 partially offset by decreases of $ 0.5 million and $ 0.5 million related to a change in the fair value for the Sims contingent consideration arrangement.

Of the 2023 increases, $ 1.8 million was related to the initial recognition of the Sims contingent consideration arrangement and $ 0.5 million was due to a change in the fair value for the AAT contingent consideration arrangement for the three month period and $ 10.0 million was related to the initial recognition of the LTST contingent consideration arrangement, $ 2.5 million was due to a change in the fair value for the AAT contingent consideration arrangement, and $ 1.8 million was related to the initial recognition of the Sims contingent consideration arrangement for the nine -month period.

The adjustment to the fair value of the contingent consideration liability was recorded as a component of general supplies and expenses within the condensed consolidated statements of operations.

1 unchanged sentence

The following table provides a summary (in thousands) of the activity for the contingent consideration liability for 2024:

December 31, 2023 Additions Adjustments to fair market value Payments June 30, 2024

December 31, 2023 Additions Adjustments to fair market value Payments September 30, 2024

Contingent consideration $ ( 21,802 ) $ - $ ( 9,034 ) $ 10,000 $ ( 20,836 )

5 unchanged sentences

We have reflected the former Factoring reportable segment as discontinued operations in the condensed consolidated statements of operations for all periods presented.

The following table summarizes the results of our discontinued operations for the three and six months ended June 30, 2024 and 2023 :

The following table summarizes the results of our discontinued operations for the three and nine months ended September 30, 2024 and 2023 :

(in thousands)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Reversal of contingent loss liability

6 unchanged sentences

$ 150 $ 150 $ 450 $ 450

Reversal of contingent loss liability for the three and six months ended June 30, 2024 and 2023 relates to the reduced exposure of future indemnification by the Company to the purchaser of TFS, Triumph Bancorp, Inc.

Reversal of contingent loss liability for the three and nine months ended September 30, 2024 and 2023 relates to the reduced exposure of future indemnification by the Company to the purchaser of TFS, Triumph Bancorp, Inc.

("Triumph"), as a result of the collection of covered receivables identified in the amended purchase agreement.

The following table summarizes the major classes of assets and liabilities included as discontinued operations as of June 30, 2024 and December 31, 2023 :

The following table summarizes the major classes of assets and liabilities included as discontinued operations as of September 30, 2024 and December 31, 2023 :

(in thousands)

June 30, 2024

September 30, 2024

December 31, 2023

7 unchanged sentences

$ 1,035 $ 1,635

There were no operating cash outflows for the three and six months ended June 30, 2024 and 2023 .

There were no operating cash outflows for the three and nine months ended September 30, 2024 and 2023 .

Segment Information

13 unchanged sentences

We evaluate performance based on operating income of the respective business units.

The following table summarizes our total revenue by our four reportable segments, as used by our chief operating decision maker in making decisions regarding allocation of resources etc., for the three and six months ended June 30, 2024 and 2023 :

(in thousands)

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Managed Freight

5 unchanged sentences

6,467 5,429 2,451 1,888 16,235

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Managed Freight

5 unchanged sentences

16,019 6,182 8,050 5,896 36,147

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Managed Freight

5 unchanged sentences

7,522 2,976 3,742 901 15,141

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Managed Freight

6 unchanged sentences

(in thousands)

For the Three Months Ended June 30,

For the Six Months Ended June 30,

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Total external revenues for reportable segments

12 unchanged sentences

Due to the partially nondeductible effect of per diem pay, our tax rate will fluctuate in future periods based on fluctuations in earnings.

Our liability recorded for uncertain tax positions as of June 30, 2024 is unchanged since December 31, 2023 .

Our liability recorded for uncertain tax positions as of September 30, 2024 is unchanged since December 31, 2023 .

The net deferred tax liability of $ 118.8 million primarily relates to differences in cumulative book versus tax depreciation of property and equipment, partially off-set by net operating loss carryovers and insurance claims that have been reserved but not paid.

2 unchanged sentences

On a periodic basis, we assess the need for adjustment of the valuation allowance.

The Company has determined that a valuation allowance was not necessary at June 30, 2024 for its deferred tax assets since it is more likely than not they will be realized from the future reversals of temporary differences.

The Company has determined that a valuation allowance was not necessary at September 30, 2024 for its deferred tax assets since it is more likely than not they will be realized from the future reversals of temporary differences.

If these estimates and related assumptions change in the future, we may be required to modify our valuation allowance against the carrying value of the deferred tax assets.

10 unchanged sentences

We do not believe this will have a material impact on our active buyback program, but will continue to monitor IRS guidance and regulations on how the buyback tax will be imposed and administered.

Current and long-term debt and lease obligations consisted of the following as of June 30, 2024 and December 31, 2023 :

Current and long-term debt and lease obligations consisted of the following as of September 30, 2024 and December 31, 2023 :

(in thousands)

June 30, 2024

September 30, 2024

December 31, 2023

3 unchanged sentences

Revenue equipment installment notes;

weighted average interest rate of 5.3 % at June 30, 2024, and 5.2 % at December 31, 2023, due in monthly installments with final maturities at various dates ranging from October 2024 to March 2029, secured by related revenue equipment

weighted average interest rate of 5.3 % at September 30, 2024, and 5.2 % at December 31, 2023, due in monthly installments with final maturities at various dates ranging from February 2028 to March 2029, secured by related revenue equipment

71,765 175,662 46,357 167,509

Real estate notes;

interest rate of 7.1 % at June 30, 2024 and 7.1 % at December 31, 2023 due in monthly installments with a fixed maturity at August 2035, secured by related real estate

interest rate of 6.6 % at September 30, 2024 and 7.1 % at December 31, 2023 due in monthly installments with a fixed maturity at August 2035, secured by related real estate

1,336 16,799 1,294 17,806

18 unchanged sentences

or (B) the sum of (i) 87.5 % of eligible accounts receivable, plus (ii) the least of (a) 85 % of the appraised net orderly liquidation value of eligible revenue equipment, (b) 100 % of the net book value of eligible revenue equipment, (c) 60.0 % of the Lenders' aggregate revolving commitments under the Credit Facility, or (d) $ 65.0 million.

We had no borrowings outstanding under the Credit Facility as of June 30, 2024 , undrawn letters of credit outstanding of approximately $ 20.8 million, and available borrowing capacity of $ 88.8 million.

As of June 30, 2024 , there were no base rate and no SOFR loans.

Based on availability as of June 30, 2024 and 2023 , there was no fixed charge coverage requirement.

We had no borrowings outstanding under the Credit Facility as of September 30, 2024 , undrawn letters of credit outstanding of approximately $ 19.7 million, and available borrowing capacity of $ 90.3 million.

As of September 30, 2024 , there were no base rate and no SOFR loans.

Based on availability as of September 30, 2024 and 2023 , there was no fixed charge coverage requirement.

The Credit Facility includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the Credit Facility may be accelerated, and the Lenders' commitments may be terminated.

3 unchanged sentences

Pricing for the revenue equipment installment notes is quoted by the respective financial affiliates of our primary revenue equipment suppliers and other lenders at the funding of each group of equipment acquired and include fixed annual rates for new equipment under retail installment contracts.

The notes included in the funding are due in monthly installments with final maturities at various dates ranging from October 2024 to March 2029 .

The notes included in the funding are due in monthly installments with final maturities at various dates ranging from February 2028 to March 2029 .

The notes contain certain requirements regarding payment, insuring of collateral, and other matters, but do not have any financial or other material covenants or events of default except certain notes totaling $ 32.2 million are cross-defaulted with the Credit Facility.

8 unchanged sentences

Lease Obligations

The finance leases in effect at June 30, 2024 terminate from May 2025 through November 2033 and contain guarantees of the residual value of the related equipment by us.

A summary of our lease obligations at June 30, 2024 and 2023 are as follows:

The finance leases in effect at September 30, 2024 terminate from May 2025 through November 2033 and contain guarantees of the residual value of the related equipment by us.

A summary of our lease obligations at September 30, 2024 and 2023 are as follows:

(dollars in thousands)

1 unchanged sentence

Three Months Ended

Six Months Ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Nine Months Ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

Finance lease cost:

27 unchanged sentences

Weighted-average discount rate—operating leases

As of June 30, 2024 , and December 31, 2023 , right-of-use assets of $ 40.9 million and $ 41.2 million for operating leases and $ 6.7 million and $ 6.4 million for finance leases, respectively, are included in net property and equipment in our condensed consolidated balance sheets.

As of September 30, 2024 , and December 31, 2023 , right-of-use assets of $ 42.9 million and $ 41.2 million for operating leases and $ 6.6 million and $ 6.4 million for finance leases, respectively, are included in net property and equipment in our condensed consolidated balance sheets.

Operating lease right-of-use asset amortization is included in revenue equipment rentals and purchased transportation and general supplies and expenses, depending on the underlying asset, in the condensed consolidated statement of operations.

Amortization of finance leased assets is included in depreciation and amortization expense in the condensed consolidated statement of operations.

Our future minimum lease payments as of June 30, 2024 , are summarized as follows by lease category:

Our future minimum lease payments as of September 30, 2024 , are summarized as follows by lease category:

(in thousands)

10 unchanged sentences

$ 33,608 $ 5,353

( 1 ) Excludes the six months ended June 30, 2024 .

( 1 ) Excludes the nine months ended September 30, 2024 .

Stock -Based Compensation

4 unchanged sentences

The Incentive Plan permits annual awards of shares of our Class A common stock to executives, other key employees, consultants, non-employee directors, and eligible participants under various types of options, restricted stock, or other equity instruments.

As of June 30, 2024 , there were 1,063,228 shares remaining of the 4,775,000 shares available for award under the Incentive Plan.

As of September 30, 2024 , there were 1,063,228 shares remaining of the 4,775,000 shares available for award under the Incentive Plan.

No awards may be made under the Incentive Plan after May 1, 2033.

To the extent available, we have issued treasury stock to satisfy all share-based incentive plans.

Included in salaries, wages, and related expenses within the condensed consolidated statements of operations is stock-based compensation expense of $ 0.6 million and $ 1.6 million for the three months ended June 30, 2024 and 2023 , respectively, and expense of $ 1.3 million and $ 3.0 million for the six months ended June 30, 2024 and 2023 , respectively.

Included in general supplies and expenses within the condensed consolidated statements of operations is stock-based compensation expense for non-employee directors of $ 0.2 million and $ 0.2 million for each of the three months ended June 30, 2024 and 2023 , respectively, and $ 0.4 million and $ 0.3 million for the six months ended June 30, 2024 and 2023 , respectively.

Of the stock compensation expense recorded for the three months ended June 30, 2024 and June 30, 2023 , $ 0.6 million and $ 0.6 million relates to restricted shares, respectively, and $ 0.0 million and $ 1.0 million relates to unvested employee stock options, respectively.

Of the stock compensation expense recorded for the six months ended June 30, 2024 and 2023 , $ 0.7 million and $ 1.1 million relates to restricted shares, respectively, and $ 0.6 million and $ 1.9 million relates to unvested employee stock options, respectively.

Included in salaries, wages, and related expenses within the condensed consolidated statements of operations is stock-based compensation expense of $ 0.8 million and $ 1.7 million for the three months ended September 30, 2024 and 2023 , respectively, and expense of $ 2.1 million and $ 4.7 million for the nine months ended September 30, 2024 and 2023 , respectively.

Included in general supplies and expenses within the condensed consolidated statements of operations is stock-based compensation expense for non-employee directors of $ 0.2 million and $ 0.2 million for each of the three months ended September 30, 2024 and 2023 , respectively, and $ 0.6 million and $ 0.5 million for the nine months ended September 30, 2024 and 2023 , respectively.

Of the stock compensation expense recorded for the three months ended September 30, 2024 and September 30, 2023 , $ 0.8 million and $ 0.7 million relates to restricted shares, respectively.

There were no unvested employee stock options or related stock compensation expense for the three months ended September 30, 2024 and $ 1.0 million of stock compensation expense related to unvested employee stock options for the three months ended September 30, 2023 .

Of the stock compensation expense recorded for the nine months ended September 30, 2024 and 2023 , $ 1.5 million and $ 1.8 million relates to restricted shares, respectively, and $ 0.6 million and $ 2.9 million relates to unvested employee stock options, respectively.

The Incentive Plan allows participants to pay the federal and state minimum statutory tax withholding requirements related to awards that vest or allows participants to deliver to us shares of Class A common stock having a fair market value equal to the minimum amount of such required withholding taxes.

To satisfy withholding requirements for shares that vested through June 30, 2024 , certain participants elected to forfeit receipt of an aggregate of 6,879 shares of Class A common stock at a weighted average per share price of $ 49.27 based on the closing price of our Class A common stock on the dates the shares vested in 2024 , in lieu of the federal and state minimum statutory tax withholding requirements.

To satisfy withholding requirements for shares that vested through September 30, 2024 , certain participants elected to forfeit receipt of an aggregate of 6,879 shares of Class A common stock at a weighted average per share price of $ 49.27 based on the closing price of our Class A common stock on the dates the shares vested in 2024 , in lieu of the federal and state minimum statutory tax withholding requirements.

We remitted $ 0.3 million to the proper taxing authorities in satisfaction of the employees' minimum statutory withholding requirements.

1 unchanged sentence

From time-to-time, we are a party to ordinary, routine litigation arising in the ordinary course of business, most of which involves claims for personal injury and/or property damage incurred in connection with the transportation of freight.

We had $ 20.8 million and $ 21.8 million of outstanding and undrawn letters of credit as of June 30, 2024 and December 31, 2023 .

We had $ 19.7 million and $ 21.8 million of outstanding and undrawn letters of credit as of September 30, 2024 and December 31, 2023 .

The letters of credit are maintained primarily to support our insurance programs.

Additionally, we had $ 45.0 million of availability on a line of credit from Triumph solely to fund any indemnification owed to Triumph in relation to the sale of TFS.

As of June 30, 2024 the remaining contingent liability was $ 1.2 million.

As of September 30, 2024 the remaining contingent liability was $ 1.0 million.

Equity Method Investment

6 unchanged sentences

During the quarter ended March 31, 2024, we sold revenue equipment to TEL in exchange for the assumption of the related notes payable of $ 26.2 million and $ 0.5 million of cash.

During the quarter ended June 30, 2024, we entered into revenue equipment operating leases with TEL, which resulted in an operating lease obligation to TEL of $ 6.7 million as of June 30, 2024 .

No other transactions with TEL were material for the six months ended June 30, 2024 and 2023 .

We have accounted for our investment in TEL using the equity method of accounting, and thus our financial results include our proportionate share of TEL's 2024 net income through June 30, 2024 , or $ 7.8 million.

Our accounts receivable from TEL, accounts payable to TEL, and investment in TEL as of June 30, 2024 and December 31, 2023 are as follows (in thousands):

During the nine months ended September 30, 2024, we entered into revenue equipment operating leases with TEL, which resulted in an operating lease obligation to TEL of $ 10.7 million as of September 30, 2024 .

No other transactions with TEL were material for the nine months ended September 30, 2024 and 2023 .

Our accounts receivable from TEL, accounts payable to TEL, and investment in TEL as of September 30, 2024 and December 31, 2023 are as follows (in thousands):

Balance Sheet Line Item:

June 30, 2024

September 30, 2024

December 31, 2023

38 unchanged sentences

Net assets acquired

During the six months ended June 30, 2024 we recognized measurement period adjustments of $ 1.6 million, primarily related to the deductibility of goodwill and other intangibles, which decreased goodwill from $ 5.1 million as of December 31, 2023 to $ 3.5 million as of June 30, 2024.

During the nine months ended September 30, 2024 we recognized measurement period adjustments of $ 1.6 million, primarily related to the deductibility of goodwill and other intangibles, which decreased goodwill from $ 5.1 million as of December 31, 2023 to $ 3.5 million as of September 30, 2024.

The goodwill recognized is attributable primarily to expected cost synergies as a result of overhead support.

Refer to Note 14, "Goodwill and Other Assets" for a summary of changes to goodwill during the period as well as information related to the identifiable intangible asset acquired.

The amounts of revenue and earnings of Sims included in the Company’s consolidated results of operations from the acquisition date of August 18, 2023, to the periods ended September 30, 2024 and 2023 are as follows:

(in thousands)

Three months ended

Nine months ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

Total revenue

$ 2,694 $ 1,026 $ 7,421 $ 1,026

$ 361 $ 219 $ 982 $ 219

Acquisition of Lew Thompson & Son Trucking, Inc.

35 unchanged sentences

Net assets acquired

During the six months ended June 30, 2024 we recognized measurement period adjustments of $ 4.8 million, primarily related to the Section 338 (h) 10 election which increased goodwill from $ 12.4 million as of December 31, 2023 to $ 17.3 million as of June 30, 2024.

During the nine months ended September 30, 2024 we recognized measurement period adjustments of $ 4.8 million, primarily related to the Section 338 (h) 10 election which increased goodwill from $ 12.4 million as of December 31, 2023 to $ 17.3 million as of September 30, 2024.

The goodwill recognized is attributable primarily to expected cost synergies in the areas of fuel and purchases of revenue equipment.

Refer to Note 14, "Goodwill and Other Assets" for a summary of changes to goodwill during the period as well as information related to the identifiable intangible asset acquired.

The amounts of revenue and earnings of LTST included in the Company’s consolidated results of operations from the acquisition date of April 26, 2023, to the periods ended June 30, 2024 and 2023 are as follows:

The amounts of revenue and earnings of LTST included in the Company’s consolidated results of operations from the acquisition date of April 26, 2023, to the periods ended September 30, 2024 and 2023 are as follows:

(in thousands)

Three months ended

Six months ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Nine months ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

Total revenue

4 unchanged sentences

Three months ended

Six months ended

June 30, 2023

Nine months ended

September 30, 2023

Total revenue

11 unchanged sentences

("Landair") trade name has a residual value of $ 0.5 million.

Amortization expense of $ 4.7 million and $ 2.9 million for the six months ended June 30, 2024 and 2023 , respectively, was included in depreciation and amortization in the condensed consolidated statements of operations.

A summary of other intangible assets as of June 30, 2024 and December 31, 2023 is as follows:

Amortization expense of $ 7.1 million and $ 5.1 million for the nine months ended September 30, 2024 and 2023 , respectively, was included in depreciation and amortization in the condensed consolidated statements of operations.

A summary of other intangible assets as of September 30, 2024 and December 31, 2023 is as follows:

(in thousands)

June 30, 2024

September 30, 2024

Gross intangible assets

60 unchanged sentences

(in thousands)

( 1 ) Excludes the six months ended June 30, 2024 .

The carrying amount of goodwill increased to $ 78.9 million at June 30, 2024 from $ 75.7 million at December 31, 2023 .

( 1 ) Excludes the nine months ended September 30, 2024 .

The carrying amount of goodwill increased to $ 78.9 million at September 30, 2024 from $ 75.7 million at December 31, 2023 .

A summary of the changes in carrying amount of goodwill is as follows:

(in thousands)

June 30, 2024

September 30, 2024

Managed Freight

14 unchanged sentences

On May 15, 2024, our Board declared a cash dividend of $ 0.11 per share which was paid on June 28, 2024, to stockholders of record on June 7, 2024.

On August 14, 2024, our Board declared a cash dividend of $ 0.11 per share which was paid on September 27, 2024, to stockholders of record on September 6, 2024.

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.

What changed 10-Q

Item 1. Financial Statements