4 unchanged sentences
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2024.
−Removed: During the third quarter of 2023, we identified a deficiency in our disclosure controls and procedures related to our review of the calculation of the significance of our acquisition of LTST.
−Removed: We did not identify that an incorrect input was used within the significance determination.
−Removed: As a result of this incorrect input, we did not identify the need to provide certain audited financial statements and related pro forma information for LTST on Form 8-K.
−Removed: This did not impact our current financial reporting or the Company’s current or historical financial statements.
−Removed: On April 27, 2023, we filed a Form 8-K disclosing our acquisition of LTST (the "Original Form 8-K").
−Removed: On August 3, 2023, we filed an amendment to the Original Form 8-K, confirming that such financial statements, to the extent required, would be filed as an amendment to the Original Form 8-K as soon as they were available.
−Removed: On November 15, 2023, we filed a second amendment to the Original Form 8-K to present required combined financial statements of Lew Thompson & Son and to present required unaudited pro forma consolidated financial statements in connection with our acquisition of Lew Thompson & Son.
−Removed: We have implemented processes to properly identify the significance of acquisitions and believe that the controls deficiency was remediated as of December 31, 2023.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
19 unchanged sentences
As a result of the inherent limitations in all internal control systems, no evaluation of controls can provide absolute assurance that all our control issues and instances of fraud, if any, have been detected.
−Removed: We acquired LTST on April 26, 2023, and we acquired Sims on August 18, 2023, and management excluded from its assessment of the effectiveness of internal control over financial reporting as of December 31, 2023, LTST’s and Sims' internal control over financial reporting associated with total assets representing approximately of 1.1% and 1.3%, respectively, and total revenues representing approximately 3.8% and 0.5%, respectively, of the consolidated financial statements as of and for the year ended December 31, 2023.
The Company's internal control over financial reporting as of December 31, 2024, has been audited by Grant Thornton, LLP, an independent registered public accounting firm as stated in its report which is included herein.
Changes in Internal Control Over Financial Reporting
−Removed: There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the fourth quarter of fiscal year 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, except for the remediation of the controls deficiency related to the significance of our acquisition of LTST as discussed above.
+Added: There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the fourth quarter of fiscal year 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
OTHER INFORMATION
+Added: During the quarter ended December 31, 2024 , no director or officer adopted or terminated a Rule 10b5 - 1 trading arrangement or a non-Rule 10b5 - 1 trading arrangement.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
16 unchanged sentences
The amount in column (b) represents the weighted average exercise price of the outstanding unvested stock options.
−Removed: The information required by this Item will be included in the 2024 Proxy Statement, and is incorporated herein by reference.
+Added: The remaining information required by this Item will be included in the 2025 Proxy Statement, and is incorporated herein by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
27 unchanged sentences
Form of Indemnification Agreement for Executive Officers and Directors (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, filed August 5, 2021)
−Removed: Form of Restricted Stock Award Notice under the 2006 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.22 to the Company's Form 10-Q, filed August 9, 2006)
−Removed: Form of Restricted Stock Special Award Notice under the 2006 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.23 to the Company's Form 10-Q, filed August 9, 2006)
+Added: Form of Restricted Stock Unit Award (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, filed August 2, 2024)
+Added: Form of Performance Restricted Stock Unit Award (Incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q, filed August 2, 2024)
Third Amended and Restated Credit Agreement, dated September 23, 2008, among Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A., and Textron Financial Corporation (Incorporated by reference to Exhibit 10.14 to the Company's Form 10-K, filed March 30, 2010)
39 unchanged sentences
* Second Amendment to the Company’s Third Amended and Restated 2006 Omnibus Incentive Plan (Incorporated by reference to Appendix A to the Company's Schedule 14A, filed June 8, 2020)
−Removed: 10.26 * Form of Restricted Stock Award Notice under the Third Amended and Restated 2006 Omnibus Incentive Plan, as amended (Incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q, filed August 9, 2019)
10.26 * Form of Restricted Stock Award Notice under the Third Amended and Restated 2006 Omnibus Incentive Plan, as amended (Double Trigger Change in Control) (Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q, filed August 10, 2020)
17 unchanged sentences
10.38 * Amended and Restated Covenant Logistics Group Supplemental Savings Plan, dated as of August 15, 2023 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q, filed November 9, 2023)
+Added: 10.39 # Twentieth Amendment to Third Amended and Restated Credit Agreement, dated as of December 24, 2024, among Covenant Logistics Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, LLC, Covenant Transport Solutions, LLC, Star Transportation, LLC, Covenant Logistics, Inc., Transport Management Services, LLC, Landair Holdings, Inc., Landair Transport, Inc., Landair Logistics, Inc., Landair Leasing, Inc., AAT Carriers, Inc., Covenant Logistics Holdings, Inc., and Bank of America, N.A.
+Added: 19 # Covenant Logistics Group, Inc.
+Added: Insider Trading Policy
List of Subsidiaries
63 unchanged sentences
We have audited the accompanying consolidated balance sheets of Covenant Logistics Group, Inc.
−Removed: (a Nevada holding company) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).
−Removed: In our opinion, based on our audits and the report of the other auditors, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
+Added: (a Nevada holding company) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, based on our audits and the report of the Coulter & Justus, P.C., the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 28, 2025 expressed an unqualified opinion.
−Removed: We did not audit the financial statements of Transport Enterprise Leasing, LLC for the year ended December 31, 2023, the investment in which is accounted for by the equity method of accounting.
−Removed: The investment in Transport Enterprise Leasing, LLC was $66.327 million as of December 31, 2023, and the equity in its net income was $21.202 million for the year then ended.
−Removed: Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Transport Enterprise Leasing, LLC, is based solely on the report of the other auditors.
+Added: We did not audit the financial statements of Transport Enterprise Leasing, LLC, the investment in which is accounted for by the equity method of accounting.
+Added: The investment in Transport Enterprise Leasing, LLC was $77.405 million and $66.327 million as of December 31, 2024 and 2023, respectively, and the equity in its net income was $14.713 million and $21.384 million for the years then ended, respectively.
+Added: Those financial statements were audited by Coulter & Justus, P.C., whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Transport Enterprise Leasing, LLC, is based solely on the report of Coulter & Justus, P.C.
Basis for opinion
−Removed: These financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
+Added: These consolidated financial statements are the responsibility of the Company’s management.
+Added: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
5 unchanged sentences
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audits and the report of the other auditors provide a reasonable basis for our opinion.
+Added: We believe that our audits and the report of Coulter & Justus, P.C.
+Added: provide a reasonable basis for our opinion.
Critical audit matter
−Removed: The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
−Removed: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
+Added: The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:
+Added: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Auto Liability Self-Insurance Reserves
6 unchanged sentences
Our audit procedures related to this critical audit matter included the following, among others:
−Removed: We tested the design and operating effectiveness of key controls over the accrued auto liability, including, but not limited to, controls to validate that claims were reported and recorded accurately and controls related to the review and approval of initial claim reserves, subsequent changes to claim reserves, and projected claim liabilities.
+Added: We tested the design and operating effectiveness of key controls over the accrued auto liability, including, but not limited to, controls to validate that claims were reported and recorded accurately and controls related to the review and approval of claim reserves, subsequent changes to claim reserves, and projected claim liabilities.
We tested a sample of underlying claims through analysis of accident reports and insurance and legal records to validate information utilized by management in determining the accrual was complete and accurate.
2 unchanged sentences
We performed a retrospective review of prior year and current year reserves to validate those changes in estimated losses were appropriate and supported by current year claim development.
−Removed: Customer Relationships Acquired with the LTST Acquisition
−Removed: As described further in Note 7 to the consolidated financial statements, on April 26, 2023, the Company acquired Lew Thompson & Son Trucking, Inc.
−Removed: and related entities (collectively “LTST”).
−Removed: The total purchase price consideration was $109.9 million, which was allocated $52.9 million to separately identified intangible assets, including customer relationships of $46.1 million.
−Removed: The determination of the fair value of the customer relationships requires management to make significant estimates and assumptions related to forecasts of future revenues and EBITDA growth rates as well as discount rates applied.
−Removed: Changes in these assumptions could materially affect the determination of the fair value of the customer relationships.
−Removed: We identified the fair value assigned to the customer relationships included on the opening balance sheet as a critical audit matter.
−Removed: The principal considerations for our determination that the acquired customer relationships are a critical audit matter is that management utilized significant judgement when estimating the fair value assigned to the customer relationships.
−Removed: In turn, auditing management’s judgements regarding the assigned fair value involved a high degree of subjectivity due to the estimation uncertainty of management’s significant judgements.
−Removed: Our audit procedures related to this critical audit matter included the following, among others:
−Removed: We tested the operating effectiveness of controls relating to the identification of the acquired customer relationships, including the determination of the fair value.
−Removed: We tested management's process for determining the fair value of the acquired customer relationships.
−Removed: This included evaluating the appropriateness of the valuation method and testing the completeness and accuracy of historical and forecasted revenue and EBITDA used by management.
−Removed: We evaluated the reasonableness of management's significant assumptions, which included forecasted revenues and EBITDA.
−Removed: We tested whether these forecasts were reasonable and consistent with historical performance and third-party market data.
−Removed: We tested the reasonableness of the Company's discount rate applied to the present value of the estimated future cash flows model with the assistance of valuation specialists.
/s/ Grant Thornton LLP
11 unchanged sentences
Basis for opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting ("Management's Report").
+Added: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.
Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
5 unchanged sentences
We believe that our audit provides a reasonable basis for our opinion.
−Removed: Our audit of, and opinion on, the Company's internal control over financial reporting does not include the internal control over financial reporting of Sims Transport Services LLC and Lew Thompson & Son Trucking, Inc., wholly-owned subsidiaries, whose financial statements reflect total assets and revenues constituting 15 and 4 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.
−Removed: As indicated in Management's Report, Sims Transport Services LLC and Lew Thompson & Son Trucking, Inc.
−Removed: were acquired during 2023.
−Removed: Management's assertion on the effectiveness of the Company's internal control over financial reporting excluded internal control over financial reporting of Sims Transport Services LLC and Lew Thompson & Son Trucking, Inc.
Definition and limitations of internal control over financial reporting
11 unchanged sentences
Opinion on the Consolidated Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Transport Enterprise Leasing, LLC (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of income and changes in members’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Transport Enterprise Leasing, LLC as of December 31, 2023 and 2022, and the consolidated results of its operations and cash flows for the years then ended in conformity with the accounting principles generally accepted in the United States of America (GAAP).
+Added: We have audited the accompanying consolidated balance sheets of Transport Enterprise Leasing, LLC (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of income and changes in members’ equity and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Transport Enterprise Leasing, LLC as of December 31, 2024 and 2023, and the consolidated results of its operations and its cash flows for the years then ended in conformity with the accounting principles generally accepted in the United States of America (GAAP).
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
+Added: Our responsibility is to express an opinion on the these consolidated financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
23 unchanged sentences
Due to the volume and different types of transactions related to the Company’s revenues, we evaluated the different types of revenue, individual revenue transactions, and assertions related to the Company’s revenue recognition.
−Removed: Due to the volume of revenue transactions, the audit effort in evaluating the Company’s revenue recognition was extensive and required a high degree of auditor effort.
+Added: The audit effort in evaluating the Company’s revenue recognition was extensive and required a high degree of auditor effort.
Our principal audit procedures related to the Company's revenue recognition included the following:
1 unchanged sentence
We performed substantive tests of details using audit sampling to test whether revenue was recognized in conformity with GAAP and whether the revenue was recognized in the correct period.
−Removed: For operating lease revenues, we selected a sample of lease agreements from 2023 and performed certain procedures to support revenue recognition, including the following procedures:
+Added: For operating lease revenues and sales-type lease revenues, including selling profit or loss, we selected a sample of lease agreements from 2024 and performed certain procedures to support revenue recognition, including the following procedures:
Obtained and reviewed signed lease agreements and related source documents to support the contractual terms of the lease agreements.
71 unchanged sentences
Other long-term liabilities
+Added: 18,753 14,169
Other long-term liabilities of discontinued operations
10 unchanged sentences
5,000,000 shares authorized;
−Removed: 2,350,000 shares issued and outstanding
+Added: 4,700,000 shares issued and outstanding as of December 31, 2024;
+Added: 5,000,000 shares authorized;
+Added: 2,350,000 shares issued and outstanding as of December 31, 2023
Additional paid-in-capital
1 unchanged sentence
Treasury stock at cost;
−Removed: 5,404,269 and 4,918,216 shares as of December 31, 2023 and December 31, 2022, respectively
+Added: no and 5,404,269 shares as of December 31, 2024 and December 31, 2023, respectively
- ( 132,346 )
36 unchanged sentences
86,529 69,943 57,512
−Removed: Gain on disposition of property and equipment, net
+Added: Loss (gain) on disposition of property and equipment, net
1,630 ( 12,585 ) ( 40,322 )
15 unchanged sentences
$ 35,921 $ 55,229 $ 108,682
−Removed: $ 55,229 $ 108,682 $ 60,731
Basic income per share:
23 unchanged sentences
(In thousands)
−Removed: Other comprehensive income:
+Added: Other comprehensive income (loss):
Unrealized gain on effective portion of cash flow hedges, net of tax of ($ 205 ), ($ 36 ), and ($ 776 ) in 2024, 2023, and 2022, respectively
Reclassification of cash flow hedge losses into statement of operations, net of tax of $ 129 , $ 130 , and ($ 47 ) in 2024, 2023, and 2022, respectively
−Removed: Unrealized holding gain on investments classified as available-for-sale
−Removed: Total other comprehensive income
+Added: Total other comprehensive income (loss)
Comprehensive income
10 unchanged sentences
- - - - - 108,682 108,682
+Added: Cash dividend
+Added: - - - - - ( 4,287 ) ( 4,287 )
Share repurchase
- - - ( 84,723 ) - - ( 84,723 )
−Removed: Other comprehensive loss
+Added: Other comprehensive income
- - - - 2,392 - 2,392
1 unchanged sentence
- - 6,587 - - - 6,587
+Added: Exercise of stock options
+Added: - - 50 334 - - 384
Issuance of restricted shares, net
7 unchanged sentences
- - - ( 25,430 ) - - ( 25,430 )
−Removed: Other comprehensive income
+Added: Other comprehensive loss
- - - - ( 270 ) - ( 270 )
10 unchanged sentences
- - - - - ( 5,796 ) ( 5,796 )
−Removed: Share repurchase
−Removed: - - - ( 25,430 ) - - ( 25,430 )
Other comprehensive income
2 unchanged sentences
- - 3,691 - - - 3,691
+Added: Stock split through dividend
+Added: 57 23 ( 80 ) 130,911 - ( 130,911 ) -
Exercise of stock options
15 unchanged sentences
( 23 ) ( 258 ) 367
−Removed: (Reversal) deferral of gain on sales to equity method investee, net
+Added: Reversal of gain on sales to equity method investee, net
( 40 ) ( 16 ) ( 39 )
11 unchanged sentences
3,675 9,800 14,700
−Removed: Gain on disposition of property and equipment
+Added: Gain (loss) on disposition of property and equipment
1,630 ( 12,585 ) ( 40,322 )
−Removed: Return on investment in available-for-sale securities
Changes in operating assets and liabilities:
16 unchanged sentences
( 597 ) ( 2,204 ) ( 241 )
−Removed: Redemption of available-for-sale securities
Acquisition of property and equipment
2 unchanged sentences
50,440 91,824 53,002
−Removed: Net cash flows (used) provided by investing activities
+Added: Net cash flows used by investing activities
( 107,675 ) ( 235,921 ) ( 86,208 )
1 unchanged sentence
Change in checks outstanding in excess of bank balances
−Removed: - ( 216 ) ( 1,215 )
Cash dividend
3 unchanged sentences
Proceeds from exercise of stock options
+Added: 1,756 236 384
Repayments of notes payable
32 unchanged sentences
$ - $ 11,802 $ 16,210
+Added: Non-cash debt reduction
+Added: $ 26,240 $ - $ -
Other contingent liabilities
10 unchanged sentences
The consolidated financial statements include the accounts of Covenant Logistics Group, Inc., a holding company incorporated in the state of Nevada in 1994, and its wholly owned subsidiaries:
−Removed: Covenant Transport, Inc., a Tennessee corporation;
+Added: Covenant Transport, LLC, a Tennessee limited liability company;
Star Transportation, LLC, a Tennessee limited liability company, each d/b/a Covenant Transport Services and Covenant Logistics;
−Removed: Southern Refrigerated Transport, LLC, an Arkansas limited liability company;
Covenant Transport Solutions, LLC, a Nevada limited liability company;
3 unchanged sentences
IQS Insurance Risk Retention Group, Inc., a Vermont corporation;
−Removed: Heritage Insurance, Inc., a Tennessee corporation;
Landair Holdings, Inc., a Tennessee corporation (collectively "Landair");
−Removed: Landair Transport, Inc., a Tennessee corporation;
−Removed: Landair Logistics, Inc., a Tennessee corporation;
+Added: Landair Transport, LLC, a Tennessee limited liability company;
+Added: Landair Logistics, LLC, a Tennessee limited liability company;
Landair Leasing, Inc., a Tennessee corporation;
−Removed: AAT Carriers, Inc., a Tennessee corporation ("AAT"), Lew Thompson & Son Trucking, Inc., an Arkansas corporation, Lew Thompson & Son Leasing, Inc., an Arkansas corporation, Lew Thompson & Son Dedicated Leasing Inc., an Arkansas corporation, Josh Thompson Trucking, Inc., an Arkansas corporation, Sims Transport Services LLC, a Georgia limited liability company, and Transport Management Services, LLC, a Tennessee limited liability company.
+Added: AAT Carriers, Inc., a Tennessee corporation ("AAT"), Lew Thompson & Son Trucking, LLC, an Arkansas limited liability company, Lew Thompson & Son Leasing, LLC, an Arkansas limited liability company, Lew Thompson & Son Dedicated Leasing LLC, an Arkansas limited liability company, Josh Thompson Trucking, LLC, an Arkansas limited liability company, Sims Transport Services LLC, a Georgia limited liability company, and Transport Management Services, LLC, a Tennessee limited liability company.
References in this report to "it," "we," "us," "our," the "Company," and similar expressions refer to Covenant Logistics Group, Inc.
36 unchanged sentences
If that occurs, we will be operating with less liability coverage insurance at various levels of our insurance tower.
−Removed: For the policy period that ran from April 1, 2018 to March 31, 2021, the aggregate limits available in the coverage layer $ 9.0 million in excess of $ 1.0 million were fully eroded based on claims expense accruals.
−Removed: We replaced our $9.0 million in excess of $1.0 million layer with a new $ 7.0 million in excess of $ 3.0 million policy that runs from January 28, 2021 to April 1, 2024.
+Added: For the policy period that ran from April 1, 2018 to March 31, 2021, the aggregate limits available in the coverage layer $ 9.0 million in excess of $ 1.0 million were fully eroded.
+Added: We replaced our $9.0 million in excess of $1.0 million layer with a new $ 7.0 million in excess of $ 3.0 million policy that we continue to maintain.
Due to the erosion of the $9.0 million in excess of $1.0 million layer, any adverse developments in claims filed between April 1, 2018 and March 31, 2021, could result in additional expense accruals.
+Added: We have maintained our retention and limits set in place during the prior renewal cycle.
Due to these developments, we may experience additional expense accruals, increased insurance and claims expenses, and greater volatility in our insurance and claims expenses, which could have a material adverse effect on our business, financial condition, and results of operations.
8 unchanged sentences
We recognized in-process revenue of $ 0.7 million, $ 1.1 million, and $ 1.4 million for the years ended December 31, 2024 , 2023 , and 2022 , respectively.
−Removed: We had accounts receivable, net of allowance for credit losses, of $ 142.5 million and $ 119.8 million at December 31, 2023 and 2022 , respectively.
+Added: We had accounts receivable, net of allowance for credit losses, of $ 141.6 million, $ 142.5 million, $ 119.8 million and at December 31, 2024 , 2023 , and 2022, respectively.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make decisions based upon estimates, assumptions, and factors we consider as relevant to the circumstances.
16 unchanged sentences
During 2024 , 2023 , and 2022 , our top ten customers generated 45 %, 44 %, and 43 % of total revenue, respectively.
−Removed: There was one customer in 2023 , and none in 2022 or 2021 that accounted for more than 10% of our consolidated revenue.
+Added: There was one customer in 2024 and 2023 and none in 2022 that accounted for more than 10% of our consolidated revenue.
The carrying amount reported in the consolidated balance sheet for accounts receivable approximates fair value based on the fact that the receivables collection averaged approximately 49 days and 49 days in 2024 and 2023 , respectively.
24 unchanged sentences
We generally depreciate new trailers over seven years for refrigerated trailers and ten years for dry van trailers to salvage values of approximately 20 % and 25 % of their cost, respectively.
−Removed: We annually 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.
+Added: We annually, or whenever events or 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.
+Added: 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.
+Added: This change resulted in an additional $ 6.4 million of depreciation expense during the year ended December 31, 2024.
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.
+Added: During the year ended December 31, 2023, we sold a Tennessee terminal resulting in a $ 7.6 million gain which is included in gain on disposition of property and equipment, net in the consolidated statements of operations.
We lease certain revenue equipment under finance and operating leases with terms of approximately 48 to 84 months.
6 unchanged sentences
We classify intangible assets into two categories:
−Removed: (i) intangible assets with finite lives subject to amortization and (ii) goodwill.
+Added: (i) goodwill and (ii) intangible assets with finite lives subject to amortization.
We test goodwill for impairment annually and whenever events or changes in circumstances indicate that impairment may have occurred.
1 unchanged sentence
Such conditions may include an economic downturn in a geographic market or a change in the assessment of future operations.
−Removed: We record an impairment charge when the carrying value of the finite lived intangible asset is not recoverable by the cash flows generated from the use of the asset.
+Added: We record an impairment charge when the cost exceeds the fair value of the finite lived intangible asset.
We determine the useful lives of our identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset.
2 unchanged sentences
Impairment of Long-Lived Assets
−Removed: Pursuant to applicable accounting standards, revenue equipment and other long-lived assets are tested for impairment whenever an event occurs that indicates an impairment may exist.
−Removed: Expected future cash flows are used to analyze whether an impairment has occurred.
−Removed: If the sum of expected undiscounted cash flows is less than the carrying value of the long-lived asset, then an impairment loss is recognized.
−Removed: We measure the impairment loss by comparing the fair value of the asset less its disposal cost to its carrying value.
−Removed: Fair value is determined based on a discounted cash flow analysis or the appraised value of the assets, as appropriate.
Pursuant to applicable accounting standards, revenue equipment and other long-lived assets are tested for impairment whenever an event occurs that indicates impairment may exist.
3 unchanged sentences
Fair value is determined based on a discounted cash flow analysis or the appraised value of the assets, as appropriate.
−Removed: There were no impairment events during the twelve months ended December 31, 2023 , 2022 , and 2021 .
+Added: There were no impairment events during the years ended December 31, 2024 , 2023 , and 2022 .
Accrued Expenses
4 unchanged sentences
At December 31, 2024 , our insurance program involves self-insurance with the following risk retention levels (before giving effect to any commutation of an auto liability policy):
−Removed: auto liability - $ 7.0 million in excess of $ 3.0 million policy that runs from January 28, 2021 to April 1, 2024
+Added: auto liability - $ 7.0 million in excess of $ 3.0 million policy that runs from April 1, 2024 to April 1, 2027
workers' compensation - $ 1.5 million
11 unchanged sentences
Additionally, we accrue claims above our self-insured retention and record a corresponding receivable for amounts we expect to collect from insurers upon settlement of such claims.
−Removed: We have $ 0.0 million and $ 0.7 million as other short-term assets and a corresponding accrual in the short-term portion of insurance and claims accruals and $ 1.3 million and $ 0.0 million as other long-term assets and as a corresponding accrual in the long-term portion of insurance and claims accruals on our consolidated balance sheet for claims above our self-insured retention for which we believe it is reasonably assured that the insurers will provide their portion of such claims at December 31, 2023 and 2022 , respectively.
+Added: We have $ 0.6 million and $ 1.3 million as other long-term assets and as a corresponding accrual in the long-term portion of insurance and claims accruals on our consolidated balance sheet for claims above our self-insured retention for which we believe it is reasonably assured that the insurers will provide their portion of such claims at December 31, 2024 and 2023 , respectively.
We evaluate collectability of the receivables based on the credit worthiness and surplus of the insurers, along with our prior experience and contractual terms with each.
8 unchanged sentences
Interest is capitalized based on the average interest rate on related debt.
−Removed: Capitalized interest was $ 0.3 million, $ 0.3 million, and less than $ 0.1 million in 2023 , 2022 , and 2021 , respectively.
+Added: Capitalized interest was less than $ 0.1 million, $ 0.3 million, and $ 0.3 million in 2024 , 2023 , and 2022 , respectively.
Fair Value of Financial Instruments
44 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.
−Removed: There were approximately 245,000 shares, 358,000 shares, and 217,000 shares issuable upon conversion of unvested restricted shares for the years ended December 31, 2023 , 2022 , and 2021 , respectively.
−Removed: There were no unvested shares excluded from the calculation of diluted earnings per share as the effect of any assumed exercise of the related awards would not have been anti-dilutive for the years ended December 31, 2023 , 2022 , and 2021 .
−Removed: There were approximately 541,000 shares, 161,000 shares, and no shares issuable upon conversion of unvested employee stock options for the years ended December 31, 2023 , 2022 , and 2021 , respectively.
−Removed: There were no , 104 , and 124,000 unvested options excluded from the calculation of diluted earnings per share since the effect of any assumed exercise of the related awards would be anti-dilutive for the years ended December 31, 2023 , 2022 , and 2021 , respectively.
The following table sets forth the calculation of net income per share included in the consolidated statements of operations for each of the three years ended December 31:
4 unchanged sentences
$ 35,921 $ 55,229 $ 108,682
−Removed: $ 55,229 $ 108,682 $ 60,731
Denominator for basic income per share – weighted-average shares
3 unchanged sentences
Equivalent shares issuable upon conversion of unvested employee stock options
+Added: 1,246 1,083 321
Denominator for diluted income per share adjusted weighted-average shares and assumed conversions
15 unchanged sentences
( 1 ) Total may not sum due to rounding.
+Added: There were no unvested shares excluded from the calculation of diluted earnings per share as the effect of any assumed exercise of the related awards would not have been anti-dilutive for the years ended December 31, 2024 , 2023 , and 2022 .
+Added: There were no , no , and 208 unvested options excluded from the calculation of diluted earnings per share since the effect of any assumed exercise of the related awards would be anti-dilutive for the years ended December 31, 2024 , 2023 , and 2022 , respectively.
Stock-Based Employee Compensation
5 unchanged sentences
Awards that are only subject to time vesting provisions are amortized using the straight-line method.
+Added: Reclassifications
+Added: Certain reclassifications were made to the prior year’s consolidated financial statements to conform to the current year presentation.
Recent Accounting Pronouncements
Accounting Standards not yet adopted
−Removed: In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.
−Removed: 2023 - 07, Improvements to Reportable Segment Disclosures (Topic 280 ).
−Removed: This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss.
−Removed: This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources.
−Removed: The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
−Removed: Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements.
−Removed: Early adoption is also permitted.
−Removed: This ASU will likely result in us including the additional required disclosures when adopted.
−Removed: We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024.
+Added: In November 2024, the Financial Accounting Standards Board ("FASB") issued ASU 2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 ):
+Added: Disaggregation of Income Statement Expenses.
+Added: This guidance requires disclosure of disaggregated information about certain income statement expense line items in the notes to the financial statements.
+Added: The guidance in this ASU is effective for all public entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.
+Added: The update may be applied either prospectively or retrospectively.
+Added: Early adoption is permitted.
+Added: The Company is currently evaluating the effects adoption of this guidance will have on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023 - 09, Improvements to Income Tax Disclosures.
5 unchanged sentences
Accounting Standards adopted
−Removed: In June 2016, FASB issued ASU 2016 - 13, Financial Instruments - Measurement of Credit Losses on Financial Instruments , which will require an entity to measure credit losses for certain financial instruments and financial assets, including trade receivables.
−Removed: Under this update, on initial recognition and at each reporting period, an entity will be required to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument.
−Removed: This update became effective for us for our annual reporting period beginning January 1, 2023, including interim periods within that reporting period.
+Added: In November 2023, the FASB issued ASU No.
+Added: 2023 - 07, Improvements to Reportable Segment Disclosures (Topic 280 ).
+Added: This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss.
+Added: This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources.
+Added: This ASU became effective for us for our annual reporting period beginning January 1, 2024, and interim reporting periods beginning January 1, 2025.
+Added: Adoption of the ASU has been applied retrospectively to all prior periods presented in the financial statements.
The adoption of this standard had an immaterial impact on our consolidated financial statements.
3 unchanged sentences
(i) was a component of the entity, (ii) met the criteria as held for sale, and (iii) had a material effect on the Company's operations and financial results.
−Removed: On July 8, 2020, we closed on the disposition of substantially all of the operations and assets of TFS, which included substantially all of the assets and operations of our Factoring reportable segment.
+Added: On July 8, 2020, we closed on the disposition of substantially all of the operations and assets of Transport Financial Services (“TFS”), which included substantially all of the assets and operations of our Factoring reportable segment.
The sale consisted primarily of $ 103.3 million of net accounts receivable, which included $ 108.7 million of gross accounts receivable, less advances and rebates of $ 5.4 million.
We have reflected the former Factoring reportable segment as discontinued operations in the consolidated statements of operations for all periods presented.
−Removed: Prior periods have been adjusted to confirm to the current presentation.
The following table summarizes the results of our discontinued operations for the twelve months ended December 31, 2024 , 2023 , and 2022 :
21 unchanged sentences
Total assets from discontinued operations
−Removed: $ 409 $ 1,025
Current liabilities:
−Removed: Accounts payable
−Removed: Current liabilities of discontinued operations
−Removed: Contingent liabilities
+Added: Noncurrent contingent liabilities
+Added: $ 835 $ 1,635
Total liabilities from discontinued operations
10 unchanged sentences
The fair value calculation also includes an amount for risk of non-performance of our counterparties using "significant unobservable inputs" such as estimates of current credit spreads to evaluate the likelihood of default, which we have determined to be insignificant to the overall fair value of our interest rate swap agreements.
−Removed: The fair value of available-for-sale securities is based upon quoted prices in active markets.
−Removed: There were no available-for-sale securities recorded as of December 31, 2023 or December 31, 2022.
−Removed: The fair value of the contingent consideration arrangement is based on inputs that are not observable in the market and is estimated using a probability-weighted method.
−Removed: The significant unobservable inputs used in the fair value of the contingent consideration liability include the financial projections over the earn-out period, the volatility of the underlying financial metrics, and estimated discount rates.
+Added: The fair value of the life insurance policies was determined by the underwriting insurance company’s valuation models and represents the guaranteed value we would receive upon surrender of these policies as of the reporting date.
A three -tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:
7 unchanged sentences
Interest rate swaps
+Added: $ 1,397 $ 1,101 2
Contingent consideration
−Removed: Contingent consideration arrangements require us to pay up to $ 20.0 million of additional consideration to AAT's former shareholders based on AAT's results during the first two post-acquisition years, up to $ 30.0 million of additional consideration to Lew Thompson & Son Trucking, Inc.'s ("LTST's") former shareholders based on LTST's results during the first three calendar years following closing, and up to $ 12.0 million of additional consideration to Sims Transport Services LLC's ("Sims") former shareholders based on Sims' results during the first four calendar years following closing.
−Removed: Refer to Note 7, "Acquisition of Lew Thompson & Son Trucking, Inc.", for additional information regarding the LTST acquisition and Note 6, "Acquisition of Sims Transport Services LLC", for additional information regarding the Sims acquisition.
+Added: $ ( 27,794 ) $ ( 21,802 ) 3
+Added: Cash surrender value life insurance policies $ 3,370 $ 2,424 2
+Added: Contingent consideration arrangements require us to pay up to $ 20.0 million of additional consideration to AAT's former shareholders based on AAT's results during the first two post-acquisition years, up to $ 30.0 million of additional consideration to Lew Thompson & Son Trucking, LLC's ("LTST's") former shareholders based on LTST's results during the first three calendar years following closing, and up to $ 12.0 million of additional consideration to Sims Transport Services LLC's ("Sims") former shareholders based on Sims' results during the first four calendar years following closing.
+Added: Refer to Note 8, "Acquisition of AAT Carriers, Inc.", for additional information regarding the AAT acquisition, Note 7, "Acquisition of Lew Thompson & Son Trucking, LLC", for additional information regarding the LTST acquisition and Note 6, "Acquisition of Sims Transport Services LLC", for additional information regarding the Sims acquisition.
The fair value of the contingent consideration is adjusted at each reporting period based on changes to the expected cash flows and related assumptions.
+Added: There were contingent consideration payments made during the years ended December 31, 2024 and 2023 of $ 10.0 million and $ 10.0 million, respectively, based on AAT's results for the first and second post-acquisition years.
+Added: 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.
+Added: 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.
During the year ended December 31, 2024, the fair value of the contingent consideration increased to $ 27.8 million from $ 21.8 million at December 31, 2023.
−Removed: Of the $ 4.8 million increase, $ 10.0 million and $ 1.8 million relates to the initial valuation of the contingent consideration arrangements for LTST and Sims, respectively, and $ 3.0 million is the result of the subsequent adjustment to fair market value.
−Removed: These increases were partially offset by $ 10.0 million paid based on AAT's results for the first post-acquisition year.
−Removed: 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 our consolidated statement of cash flows.
+Added: Of the $ 6.0 million increase $ 16.0 million is the result of the subsequent adjustment to fair market value partially offset by the aforementioned $ 10.0 million payment.
+Added: During the year ended December 31, 2023, the fair value of the contingent consideration increased to $ 21.8 million from $ 17.0 million at December 31, 2022.
+Added: Of the $ 4.8 million increase, $ 10.0 million and $ 1.8 million relates to the initial valuation of the contingent consideration arrangements for LTST and Sims, respectively, and $ 3.0 million is the result of the subsequent adjustment to fair market value partially offset by the aforementioned $ 10.0 million payment.
The adjustment to the fair value of the contingent consideration liability was recorded as a component of general supplies and expenses within the consolidated statements of operations.
−Removed: The contingent consideration liability is included in accrued expenses and other long-term liabilities in our consolidated balance sheets.
−Removed: The following table provides a summary (in thousands) of the activity for the contingent consideration liability for 2023 :
+Added: The contingent consideration liability is included in accounts payable and other long-term liabilities in our consolidated balance sheets.
+Added: The following table provides a summary (in thousands) of the activity for the contingent consideration liability for 2024 , 2023, and 2022:
(in thousands)
−Removed: December 31, 2022
+Added: Beginning balance January 1,
Adjustments to fair market value
−Removed: Payments December 31, 2023
−Removed: Contingent consideration
+Added: Payments Ending balance December 31,
$ ( 21,802 ) $ - $ ( 15,992 ) $ 10,000 $ ( 27,794 )
+Added: 2023 $ ( 17,023 ) $ ( 11,802 ) $ ( 2,977 ) $ 10,000 $ ( 21,802 )
+Added: 2022 $ - $ ( 16,210 ) $ ( 813 ) $ - $ ( 17,023 )
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, non-employee directors, and eligible participants under various types of options, restricted share awards, or other equity instruments.
−Removed: At December 31, 2023 , 1,271,739 of the 4,775,000 shares noted above were available for award under the Incentive Plan.
+Added: At December 31, 2024 , 2,126,457 shares were available for award under the Incentive Plan.
No awards may be made under the Incentive Plan after May 1, 2033.
3 unchanged sentences
All the stock compensation expense recorded in 2024 , 2023 , and 2022 relates to restricted shares granted, other than $ 0.6 million, $ 3.9 million, and $ 2.2 million in 2024 , 2023 , and 2022 , respectively, which relates to stock options.
−Removed: Associated with stock compensation expense was $ 2.2 million and $ 0.4 million, of income tax benefit in 2023 , 2022 , respectively, and $ 0.3 million of income tax expense in 2021 , related to the exercise of restricted share vesting.
+Added: Associated with stock compensation expense was $ 0.4 million, $ 2.2 million, and $ 0.4 million of income tax benefit in 2024 , 2023 , and 2022 , respectively, related to the exercise of restricted share vesting.
We received $ 1.8 million, $ 0.2 million, and $ 0.4 million related to the exercise of stock options during 2024 , 2023 , and 2022 .
13 unchanged sentences
( 706 ) $ 9.24
−Removed: ( 5 ) $ 13.94
Unvested at December 31, 2023
( 142 ) $ 15.14
+Added: ( 77 ) $ 11.09
Unvested at December 31, 2024
12 unchanged sentences
Options granted
−Removed: 450 $ 21.24 $ 9.85
Options exercised
−Removed: Options forfeited
( 48 ) $ 7.89 $ 2.45
+Added: Options forfeited
Outstanding at December 31, 2022
14 unchanged sentences
1,921 $ 9.17 $ 4.26 6.0 years
−Removed: Unrecognized compensation cost for outstanding options was $ 0.6 million at December 31, 2023 which is probable to be recognized over a weighted average period of approximately 0.2 years.
+Added: There was no unrecognized compensation cost for outstanding options at December 31, 2024 .
PROPERTY AND EQUIPMENT
15 unchanged sentences
Depreciation expense was $ 77.0 million, $ 62.4 million, and $ 53.2 million in 2024 , 2023 , and 2022 , respectively.
−Removed: This depreciation expense excludes net gains on the sale of property and equipment totaling $ 12.6 million, $ 40.3 million, and $ 3.8 million in 2023 , 2022 , and 2021 , respectively.
+Added: This depreciation expense excludes net losses on the sale of property and equipment totaling $ 1.6 million in 2024 and net gains on the sale of property and equipment totaling $ 12.6 million and $ 40.3 million in 2023 and 2022 , respectively.
We lease certain revenue equipment under finance and operating leases with terms of approximately 48 to 84 months.
9 unchanged sentences
The total purchase price, including any earnout achieved, is expected to range from $ 9.8 million to $ 20.0 million depending on the results achieved by Sims.
−Removed: Sims' results have been included in the consolidated financial statements since the date of acquisition and are reported within our Managed Freight reportable segment.
−Removed: The preliminary acquisition date fair value of the consideration transferred consisted of the following:
+Added: The acquisition date fair value of the consideration transferred consisted of the following:
August 18, 2023
8 unchanged sentences
Refer to Note 3, "Fair Value of Financial Instruments" for information regarding changes in the contingent consideration arrangement.
−Removed: Goodwill related to the acquisition is not tax deductible.
−Removed: A deferred tax liability of $ 1.6 million was recorded arising from the intangible assets related to the acquisition.
−Removed: The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date.
+Added: All goodwill related to the acquisition is deductible for tax purposes and there are no deferred income taxes arising from the acquisition.
+Added: The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date.
(in thousands)
5 unchanged sentences
Accrued expenses
−Removed: Deferred tax liability
Total liabilities assumed
1 unchanged sentence
Net assets acquired
+Added: During the year ended December 31, 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 December 31, 2024.
The goodwill recognized is attributable primarily to expected cost synergies as a result of overhead support.
Refer to Note 9, "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.
+Added: Sims' results have been included in the consolidated financial statements since the date of acquisition and are reported within our Managed Freight reportable segment.
The amounts of revenue and earnings of Sims included in the Company’s consolidated results of operations from the acquisition date to the period ended December 31, 2024 are as follows:
1 unchanged sentence
December 31, 2024
+Added: December 31, 2023
Total revenue
−Removed: ACQUISITION OF LEW THOMPSON & SON TRUCKING, INC.
+Added: $ 10,398 $ 2,924
+Added: ACQUISITION OF LEW THOMPSON & SON TRUCKING, LLC
On April 26, 2023, we acquired 100 % of the outstanding stock of LTST and related entities, headquartered in Huntsville, AR.
4 unchanged sentences
The total purchase, including any earnout achieved, is expected to range from $ 114.5 million to $ 134.5 million depending on the results achieved by LTST.
−Removed: LTST's results have been included in the condensed consolidated financial statements since the date of acquisition and are reported within our Dedicated reportable segment.
−Removed: The preliminary acquisition date fair value of the consideration transferred consisted of the following:
+Added: The acquisition date fair value of the consideration transferred consisted of the following:
April 26, 2023
8 unchanged sentences
Refer to Note 3, "Fair Value of Financial Instruments" for information regarding changes in the contingent consideration arrangement.
−Removed: The allocation of the preliminary purchase price is subject to change based on finalization of the valuation of long-lived intangible assets and contingent consideration, as well as our ongoing evaluation of LTST's accounting policies for consistency with ours.
Because of our 338 (h) 10 election, all goodwill related to the acquisition is deductible for tax purposes, and there are no deferred income taxes arising from the acquisition.
−Removed: The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date.
+Added: The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date.
(in thousands)
15 unchanged sentences
Net assets acquired
−Removed: Since acquisition we recognized measurement period adjustments which increased goodwill recognized for LTST by $ 1.7 million to $ 12.4 million as of December 31, 2023.
−Removed: Goodwill and other intangible assets may change upon the finalization of the valuation of the contingent consideration liability and intangible assets as part of the purchase accounting for the LTST acquisition.
−Removed: The goodwill recognized is attributable primarily to expected cost synergies in the areas of fuel and purchases of revenue equipment, and may change as a result of our ongoing evaluation of LTST’s accounting principles for consistency with ours.
+Added: Since acquisition we recognized measurement period adjustments which increased goodwill recognized for LTST by $ 4.9 million, primarily related to the Section 338 (h) 10 election to $ 17.3 million as of December 31, 2024.
+Added: The goodwill recognized is attributable primarily to expected cost synergies in the areas of fuel and purchases of revenue equipment.
Refer to Note 9, "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.
+Added: LTST's results have been included in the consolidated financial statements since the date of acquisition and are reported within our Dedicated reportable segment.
The amounts of revenue and earnings of LTST included in the Company’s consolidated results of operations from the acquisition date to the period ended December 31, 2024 are as follows:
1 unchanged sentence
December 31, 2024
+Added: December 31, 2023
Total revenue
+Added: $ 126,288 $ 41,838
+Added: $ 3,337 $ 4,726
The following unaudited pro forma consolidated results of operations assume that the acquisition of LTST occurred as of January 1, 2022:
2 unchanged sentences
December 31, 2023
+Added: December 31, 2022
Total revenue
15 unchanged sentences
The Stock Purchase Agreement includes an earnout component of up to an aggregate of $ 20.0 million based on AAT's adjusted earnings before interest, taxes, depreciation, and amortization reported for the first and second years following closing.
−Removed: The total purchase price, including any earnout achieved, is expected to range from $ 38.5 million to $ 57.0 million depending on the results achieved by AAT.
−Removed: AAT’s results have been included in the consolidated financial statements since the date of acquisition and are reported within our Expedited reportable segment.
+Added: The total purchase price, including the earnout achieved, was $ 57.0 million.
The acquisition date fair value of the consideration transferred consisted of the following:
28 unchanged sentences
Refer to Note 9, "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.
+Added: AAT’s results have been included in the consolidated financial statements since the date of acquisition and are reported within our Expedited reportable segment.
The amounts of revenue and earnings of AAT included in the Company’s consolidated results of operations from the acquisition date to the period ended December 31, 2024 are as follows:
2 unchanged sentences
December 31, 2023
+Added: December 31, 2022
Total revenue
1 unchanged sentence
$ 5,173 $ 10,679 $ 13,263
−Removed: GOODWILL AND OTHER ASSETS
+Added: GOODWILL, INTANGIBLES AND OTHER ASSETS
The Landair trade name has a residual value of $ 0.5 million.
44 unchanged sentences
6,590 ( 4,045 ) 2,545 110
+Added: Non-Compete agreement:
+Added: 4,670 ( 778 ) 3,892
+Added: Managed Freight
+Added: 380 ( 32 ) 348
+Added: Total non-compete agreement
+Added: 5,050 ( 810 ) 4,240 40
Customer relationships:
14 unchanged sentences
(In thousands)
−Removed: The assignment of goodwill and intangible assets to our reportable segments was not complete as of December 31, 2023 .
−Removed: The carrying amount of goodwill was $ 75.7 million at December 31, 2023 , compared to $ 58.2 million at December 31, 2022 , as a result of the LTST and Sims acquisitions.
+Added: The assignment of goodwill and intangible assets to our reportable segments was complete as of December 31, 2024 .
+Added: The carrying amount of goodwill was $ 78.9 million at December 31, 2024 , compared to $ 75.7 million at December 31, 2023 .
A summary of the changes in carrying amount of goodwill by reportable segment is as follows:
3 unchanged sentences
$ 15,699 $ 27,767 $ 10,531 $ 21,750
−Removed: Acquired goodwill for LTST
−Removed: Acquired goodwill for Sims
Post-acquisition goodwill adjustments
+Added: - 4,808 ( 1,614 ) -
Balance at December 31, 2024
8 unchanged sentences
$ 89,633 $ 78,067
−Removed: Other long-term receivables primarily represents amounts related to extended warranties on our revenue equipment on our consolidated balance sheet as of December 31, 2023 , and 2022, as well as amounts recorded as a receivable in other assets and as a corresponding accrual in the long-term portion of insurance and claims accruals on our consolidated balance sheet as of December 31, 2023, for claims above our self-insured retention for which we believe it is reasonably assured that the insurers will provide their portion of such claims.
+Added: Other long-term receivables primarily represents amounts related to extended warranties purchased on our revenue equipment on our consolidated balance sheet as of December 31, 2024 , and 2023 , as well as amounts recorded as a receivable in other assets and as a corresponding accrual in the long-term portion of insurance and claims accruals on our consolidated balance sheet as of December 31, 2024 and 2023, for claims above our self-insured retention for which we believe it is reasonably assured that the insurers will provide their portion of such claims.
The Company conducted its annual impairment assessments and tests of goodwill for each reporting unit as of October 1, 2024 .
−Removed: The first step of the goodwill impairment test is the Company's assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the reporting unit's carrying amount, including goodwill.
+Added: We may elect to perform an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the reporting unit's carrying amount, including goodwill.
When performing the qualitative assessment, the Company considers the impact of factors including, but not limited to, macroeconomic and industry conditions, overall financial performance of each reporting unit, litigation and new legislation.
16 unchanged sentences
Revenue equipment installment notes;
−Removed: weighted average interest rate of 5.2 % at December 31, 2023, and 4.7 % December 31, 2022, due in monthly installments with final maturities at various dates ranging from April 2028 to December 2028, secured by related revenue equipment
+Added: weighted average interest rate of 5.4 % at December 31, 2024, and 5.2 % 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
62,860 170,629 46,357 167,509
21 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.
−Removed: We had $ 11.6 million borrowings outstanding under the Credit Facility as of December 31, 2023 , undrawn letters of credit outstanding of approximately $ 21.8 million, and available borrowing capacity of $ 76.6 million.
+Added: We had no borrowings outstanding under the Credit Facility as of December 31, 2024 , undrawn letters of credit outstanding of approximately $ 19.8 million, and available borrowing capacity of $ 90.2 million.
Based on availability as of December 31, 2024 and 2023 , there was no fixed charge coverage requirement.
4 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.
−Removed: The notes included in the funding are due in monthly installments with final maturities at various dates ranging from April 2028 to December 2028 .
+Added: 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 $ 28.6 million are cross-defaulted with the Credit Facility.
10 unchanged sentences
Finance lease obligations are utilized to finance a portion of our revenue equipment and are entered into with certain finance companies who are not parties to our Credit Facility.
−Removed: The leases in effect at December 31, 2023 terminate in June 2028 through November 2033 and contain guarantees of the residual value of the related equipment by us.
+Added: The leases in effect at December 31, 2024 terminate in May 2025 through November 2033 and contain guarantees of the residual value of the related equipment by us.
As such, the residual guarantees are included in the related debt balance as a balloon payment at the end of the related term as well as included in the future minimum finance lease payments.
18 unchanged sentences
Variable lease cost
+Added: 266 1,024 232
Total lease cost
18 unchanged sentences
8.7 % 10.1 % 9.1 %
−Removed: During the year ended December 31, 2022, we recognized $ 7.5 million of expense related to the early abandonment and disposal charges related to revenue equipment held under operating leases as the equipment was a source of significant operational headwinds throughout the year due to poor fuel economy, unusually high maintenance costs, and elevated downtime.
At December 31, 2024 and 2023 , right-of-use assets of $ 40.0 million and $ 41.2 million for operating leases, respectively, and $ 4.6 million and $ 6.4 million for finance leases, are included in net property and equipment in our consolidated balance sheets.
+Added: During the year ended December 31, 2022, we recognized $ 7.5 million of expense related to the early abandonment and disposal charges related to revenue equipment held under operating leases as the equipment was a source of significant operational headwinds throughout the year due to poor fuel economy, unusually high maintenance costs, and elevated downtime.
Operating lease right-of-use asset amortization is included in revenue equipment rentals and purchased transportation, communication and utilities, and general supplies and expenses, depending on the underlying asset, in the consolidated statement of operations.
18 unchanged sentences
Revenue equipment rentals
+Added: $ 5,390 $ 12,735 $ 26,478
Building and lot rentals
+Added: 12,816 13,721 7,567
Other equipment rentals
Total rental expense
+Added: $ 18,733 $ 26,834 $ 34,395
Income tax expense for the years ended December 31, 2024 , 2023 , and 2022 is comprised of:
19 unchanged sentences
- ( 287 ) ( 230 )
−Removed: Valuation allowance, net
( 496 ) ( 329 ) ( 379 )
8 unchanged sentences
$ 10,545 $ 17,611 $ 34,860
−Removed: The amount of income tax expense (benefit) allocated to discontinued operations for TFS is $ 0.2 million expense for the years ended December 31, 2023 and 2022 , respectively and $ 0.8 million benefit for the year ended December 31, 2021.
+Added: The amount of income tax expense allocated to discontinued operations for TFS is $ 0.2 million for the years ended December 31, 2024 and 2023 , and 2022 , respectively.
Income tax expense varies from the amount computed by applying the applicable federal corporate income tax rate of 21 % for 2024 , 2023 , and 2022 , to income before income taxes primarily due to state income taxes, net of federal income tax effect, adjusted for permanent differences, the most significant of which are the effects of the per diem pay structure for drivers, executive compensation disallowance, and excess tax benefits on share-based compensation.
14 unchanged sentences
Accrued bonus
−Removed: Total deferred tax assets
+Added: Total gross deferred tax assets
37,532 49,947
+Added: Valuation allowance
+Added: Total deferred tax assets, net of valuation allowance
+Added: 37,490 49,947
Deferred tax liabilities:
6 unchanged sentences
( 343 ) ( 563 )
−Removed: ( 563 ) ( 894 )
Prepaid expenses
6 unchanged sentences
The carrying value of our deferred tax assets assumes that we will be able to generate, based on certain estimates and assumptions, sufficient future taxable income in certain tax jurisdictions to utilize these deferred tax benefits.
−Removed: If these estimates and related assumptions change in the future, we may be required to establish a valuation allowance against the carrying value of the deferred tax assets, which would result in additional income tax expense.
−Removed: On a periodic basis, we assess the need for adjustment of the valuation allowance.
−Removed: We determined that a valuation allowance was not necessary at December 31, 2023 for our deferred tax assets since it is more likely than not they will be realized from future reversals of temporary differences.
−Removed: 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.
−Removed: As of December 31, 2023 , we had a $ 0.1 million liability recorded for unrecognized tax benefits, which includes interest and penalties of less than $ 0.1 million.
+Added: The Company concluded that there is sufficient positive evidence to recognize existing deferred tax assets, with the exception of an immaterial amount of state attributes that are deemed unrealizable based on the timing of expiration and limited apportionable income.
+Added: As of December 31, 2024 , we had less than $ 0.1 million of liability recorded for unrecognized tax benefits, which includes interest and penalties of less than $ 0.1 million.
We recognize interest and penalties accrued related to unrecognized tax benefits in tax expense.
As of December 31, 2023 , we had a $ 0.1 million liability recorded for unrecognized tax benefits, which included interest and penalties of less than $ 0.1 million.
+Added: As of December 31, 2022, we had a $ 0.4 million liability recorded for unrecognized tax benefits, which included interest and penalties of less than $ 0.1 million.
Interest and penalties recognized for uncertain tax positions provided for de minimus expense in 2024, 2023, and 2022.
12 unchanged sentences
We do not anticipate total unrecognized tax benefits to materially change in the next twelve months.
−Removed: We generated a federal net operating loss of $ 50.0 million in 2023 which can be carried forward indefinitely.
−Removed: We have $ 0.4 million of federal tax credits available to carry back and offset tax in 2022.
+Added: We have $ 46.4 million of federal net operating loss offsetting current tax in 2024 with no federal net operating losses remaining.
Our state net operating loss carryforwards and state tax credits of $ 99.4 million and $ 0.6 million, respectively, expire beginning in 2024 and 2029 based on jurisdiction.
−Removed: On March 11, 2021, President Biden signed the American Rescue Plan Act of 2021 (the "ARPA") into law.
−Removed: The new law includes several provisions meant to stimulate the U.S.
+Added: The American Rescue Plan Act of 2021 (the "ARPA") includes several provisions meant to stimulate the U.S.
Of relevance to the Company, ARPA extended the reach of IRC Section 162 (m) to include compensation paid to the eight highest-paid individuals other than the chief executive officer and chief financial officer (rather than the three highest), however, this change is not effective until 2027.
There is no material impact to the financial statements at this time.
−Removed: President Biden signed the Inflation Reduction Act (the "IRA") into law on August 16, 2022.
−Removed: We do not anticipate the IRA will have a significant impact on income tax expense or on other taxes.
+Added: We do not anticipate the Inflation Reduction Act (the "IRA") will have a significant impact on income tax expense or on other taxes.
One of the most impactful provisions of the IRA includes the establishment of a Corporate Alternative Minimum Tax ("CAMT").
2 unchanged sentences
Additionally, the IRA enacted an excise tax on stock buybacks, which imposes a 1% tax on stock buybacks, subject to netting provisions regarding stock awarded to employees as part of their compensation.
−Removed: 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.
+Added: We do not currently have an active buyback program, but will continue to monitor IRS guidance and regulations on how the buyback tax will be imposed and administered.
On May 11, 2023, the Tennessee Works Act was signed into law by Governor Lee.
2 unchanged sentences
This resulted in the Company recording a $ 1.2 million benefit during 2023 related to revaluing our deferred tax balances for this change.
+Added: The original 2023 estimate was updated based on 2024 results and refined apportionment calculations.
+Added: The revision had minimal effect on the overall deferred tax balance at December 31, 2024.
+Added: The Organization for Economic Co-operation and Development ("OECD") has released the Base Erosion and Profit Shifting framework 2.0 ("Pillar Two") to introduce a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds.
+Added: As of December 31, 2024, we have no recorded effects for Pillar Two due to our operational jurisdiction being wholly domestic.
+Added: The United States has not yet enacted legislation to adopt Pillar Two.
+Added: We will continue to monitor the impact of this legislation going forward.
EQUITY METHOD INVESTMENT
3 unchanged sentences
There are no current put rights to purchase or sell with any owners.
−Removed: TEL’s majority owners are generally restricted from transferring their interests in TEL, other than to certain permitted transferees, without our consent.
+Added: TEL’s majority owners are generally restricted from transferring their interests in TEL, other than to certain permitted transferees, without our consent, similarly, we are generally restricted from transferring our interests in TEL, other than to certain permitted transferees, without their consent.
There are no third -party liquidity arrangements, guarantees, and/or other commitments that may affect the fair value or risk of our interest in TEL.
−Removed: For the years ended December 31, 2023 and 2022 , we sold no tractors and trailers to TEL while for 2021 we sold $ 0.3 million of tractors and trailers to TEL.
+Added: For the year ended December 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.
+Added: For the years ended December 31, 2023 and 2022 we sold no tractors and trailers to TEL.
We received $ 1.1 million, $ 0.9 million, and $ 0.8 million respectively, for providing various maintenance services, certain back-office functions, and for miscellaneous equipment.
−Removed: We purchased equipment from TEL for $ 4.1 million in 2023 and none in 2022 or 2021, respectively.
+Added: We purchased equipment from TEL for $ 0.6 million, $ 4.1 million, and none in 2024 , 2023 , and 2022 , respectively.
Additionally, we paid $ 1.8 million, $ 6.8 million, and $ 6.1 million to TEL for leases of revenue equipment and maintenance in 2024 , 2023 , and 2022 , respectively.
We had operating lease liabilities with TEL of $ 10.1 million and $ 4.1 million at December 31, 2024 and 2023 , respectively, for revenue equipment leased from TEL.
−Removed: We recorded net reversal of gains of less than $ 0.1 million for the years ended December 31, 2023 and 2022 and deferral of gains of approximately $ 0.1 million for the year ended December 31, 2021 , representing 49 % of the gains on tractors and trailers sold to TEL less any gains previously deferred and recognized when the equipment was sold to a third -party.
+Added: We recorded net reversal of gains of less than $ 0.1 million for the years ended December 31, 2024 , 2023 , and 2022 , representing 49 % of the gains on tractors and trailers sold to TEL less any gains previously deferred and recognized when the equipment was sold to a third -party.
Deferred gains totaling $ 0.2 million at December 31, 2024 and 2023 , respectively, are being carried as a reduction in our investment in TEL.
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 net income, which amounted to $ 14.7 million in 2024 , $ 21.4 million in 2023 , and $ 25.2 million in 2022 .
−Removed: We received an equity distribution from TEL for $ 9.8 million, and $ 14.7 million in 2023 and 2022 , which was distributed to each member based on its respective ownership percentage.
+Added: We received an equity distribution from TEL for $ 3.7 million, $ 9.8 million, and $ 14.7 million in 2024 , 2023 , and 2022, respectively, which was distributed to each member based on its respective ownership percentage.
Our accounts receivable and payable from TEL and investment in TEL as of December 31, 2024 and 2023 , are as follows:
41 unchanged sentences
Under the terms of the SSP, participants may elect to defer compensation on a pre-tax basis within annual dollar limits we establish.
−Removed: At December 31, 2023 and 2022 , there were 15 active participants in the SSP, respectively.
+Added: At December 31, 2024 and 2023 , there were 17 and 15 active participants in the SSP, respectively.
We may make discretionary contributions as we so determine each year.
23 unchanged sentences
These commitments are cancelable upon stated notice periods, subject to certain adjustments in the underlying obligations and benefits.
−Removed: These purchase commitments are expected to be financed by operating leases, finance leases, long-term debt, proceeds from sales of existing equipment, and/or cash flows from operations.
SEGMENT INFORMATION
1 unchanged sentence
Refer to Note 1, for a description of each of our reportable segments.
−Removed: The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.
−Removed: Substantially all intersegment sales prices are market based.
−Removed: We evaluate performance based on operating income of the respective business units.
−Removed: The following table summarizes our reportable segment information as used by our chief operating decision maker in making decisions regarding allocation of resources, etc., for 2023 , 2022 , and 2021 :
+Added: The Company's chief operating decision maker, the Chief Executive Officer, evaluates the operating results through reportable segment operating income, which includes certain corporate overhead allocations directly attributable to each of the segments.
+Added: We do not report our intersegment revenues by segment to our CODM and do not believe they are a meaningful metric for evaluating the performance of our reportable segments.
+Added: Each segment uses certain shared infrastructure and each segment is presented with its direct costs and an allocation of shared overhead costs.
+Added: Insurance and claims expense is charged to the segments based on their historic claims experience and an allocation of current insurance premiums.
+Added: The chief operating decision maker uses operating income for each segment in the annual budget and strategic planning process.
+Added: The chief operating decision maker considers budget-to-actual variances on a quarterly basis as well as month-over-month variances when making decisions about the allocation of operating and capital resources to each segment.
+Added: The chief operating decision maker also uses segment operating income for evaluating pricing strategy, to assess the performance of each segment by comparing the results of each segment with one another, and in determining the compensation of certain employees.
+Added: The following tables summarize our reportable segment information as used by our chief operating decision maker in making decisions regarding allocation of resources, etc., for 2024 , 2023 , and 2022 :
(in thousands)
1 unchanged sentence
Managed Freight
−Removed: Total revenue from external customers
+Added: Freight revenue
$ 346,697 $ 317,787 $ 248,939 $ 100,518 $ 1,013,941
−Removed: Intersegment revenue
+Added: Fuel surcharge revenue (1)
69,764 46,627 - 1,144 117,535
−Removed: Operating income
+Added: Total revenue
$ 416,461 $ 364,414 $ 248,939 $ 101,662 $ 1,131,476
+Added: Operating expenses:
+Added: Salaries, wages, and related expenses
+Added: 136,453 141,051 9,180 46,299
+Added: 64,661 50,063 - 1,473
+Added: Operations and maintenance
+Added: 39,651 36,983 1,421 5,419
+Added: Revenue equipment rentals and purchased transportation
+Added: 65,594 29,890 209,236 4,864
+Added: Operating taxes and licenses
+Added: 1,498 1,648 45 2,351
+Added: Insurance and claims
+Added: 26,321 15,882 913 792
+Added: Communications and utilities
+Added: General supplies and expenses
+Added: 987 2,243 3,041 16,816
Depreciation and amortization
23 12,238 84 1,759
+Added: Gain on disposition of property and equipment, net
+Added: - ( 107 ) - -
+Added: Total allocated overhead
+Added: 35,465 40,750 11,788 10,640
+Added: Segment operating expenses
+Added: 370,655 331,100 235,748 91,295 1,028,798
+Added: Segment operating income
+Added: $ 45,806 $ 33,314 $ 13,191 $ 10,367 $ 102,678
+Added: Other operating loss (2)
+Added: Total consolidated operating income
(in thousands)
1 unchanged sentence
Managed Freight
−Removed: Total revenue from external customers
+Added: Freight revenue
$ 343,779 $ 268,465 $ 258,903 $ 99,362 $ 970,509
−Removed: Intersegment revenue
+Added: Fuel surcharge revenue (1)
80,041 51,822 - 1,201 133,064
−Removed: Operating income (loss)
+Added: Total revenue
$ 423,820 $ 320,287 $ 258,903 $ 100,563 $ 1,103,573
+Added: Operating expenses:
+Added: Salaries, wages, and related expenses
+Added: 138,897 116,383 8,534 49,495
+Added: 75,671 55,686 - 1,544
+Added: Operations and maintenance
+Added: 45,836 32,061 1,228 5,658
+Added: Revenue equipment rentals and purchased transportation
+Added: 55,064 30,492 221,535 5,974
+Added: Operating taxes and licenses
+Added: 1,679 927 45 2,107
+Added: Insurance and claims
+Added: 25,500 14,929 2,812 1,699
+Added: Communications and utilities
+Added: General supplies and expenses
+Added: 1,072 2,173 2,282 17,141
Depreciation and amortization
2,074 5,187 388 765
+Added: Gain on disposition of property and equipment, net
+Added: ( 17 ) ( 94 ) - -
+Added: Total allocated overhead
+Added: 32,969 35,805 11,617 9,467
+Added: Segment operating expenses
+Added: 378,810 293,821 248,450 94,777 1,015,858
+Added: Segment operating income
+Added: $ 45,010 $ 26,466 $ 10,453 $ 5,786 $ 87,715
+Added: Other operating loss (2)
+Added: Total consolidated operating income
(in thousands)
1 unchanged sentence
Managed Freight
−Removed: Total revenue from external customers
+Added: Freight revenue
$ 355,360 $ 291,199 $ 320,985 $ 78,852 $ 1,046,396
−Removed: Intersegment revenue
+Added: Fuel surcharge revenue (1)
97,353 71,798 - 1,311 170,462
−Removed: Operating income
+Added: Total revenue
$ 452,713 $ 362,997 $ 320,985 $ 80,163 $ 1,216,858
−Removed: Depreciation and amortization
+Added: Operating expenses:
+Added: Salaries, wages, and related expenses
139,950 126,625 10,671 44,553
−Removed: (in thousands)
−Removed: For the years ended December 31,
−Removed: Total external revenues for reportable segments
88,574 76,254 9 1,660
−Removed: Intersegment revenues for reportable segments
+Added: Operations and maintenance
46,747 37,416 207 3,620
−Removed: Elimination of intersegment revenues
+Added: Revenue equipment rentals and purchased transportation
52,122 45,606 259,177 4,711
−Removed: Total consolidated revenues
+Added: Operating taxes and licenses
1,474 564 41 956
+Added: Insurance and claims
+Added: 23,069 20,867 1,712 865
+Added: Communications and utilities
+Added: 140 172 9 399
+Added: General supplies and expenses
+Added: 783 1,791 1,916 10,212
+Added: Depreciation and amortization
+Added: 895 22 71 672
+Added: Gain on disposition of property and equipment, net
+Added: Total allocated overhead
+Added: 34,286 30,624 8,564 8,169
+Added: Segment operating expenses
+Added: 388,270 340,008 282,412 75,836 1,086,526
+Added: Segment operating income
+Added: $ 64,443 $ 22,989 $ 38,573 $ 4,327 $ 130,332
+Added: Other operating loss (2)
+Added: Total consolidated operating income
+Added: ( 1 ) The chief operating decision maker does not receive fuel surcharge revenue and fuel expense individually, but is provided with fuel expense less fuel surcharge revenue (other than the fuel surcharge revenue we reimburse to independent contractors and other third parties which is included in purchased transportation), which we refer to as net fuel expense.
+Added: The chief operating decision maker uses net fuel expense to measure the effectiveness of our fuel surcharge program.
+Added: ( 2 ) Other operating loss is attributable to unallocated corporate expenses.
Balance sheet data by reportable segment is not maintained by the Company.
−Removed: On January 25, 2021, our Board approved the repurchase of up to $ 40.0 million of our outstanding Class A common stock.
−Removed: Under such authorization, we repurchased 0.5 million shares of our Class A common stock for $ 8.1 million during the three months ended March 31, 2021.
−Removed: On August 5, 2021, our Board increased such authorization to $ 40.0 million.
−Removed: As of January 1, 2022, there was approximately $ 38.0 million remaining under such authorization.
−Removed: On February 10, 2022, our Board of Directors adopted a 10b5 - 1 plan for the purchase of up to $ 30.0 million in shares subject to defined trading parameters.
−Removed: Under such authorization, we completed the repurchase program in May 2022 with a total of 1.4 million shares of our Class A common stock repurchased for $ 30.0 million.
+Added: On December 31, 2024, after market close, the Company effected a 2 for 1 forward split on its Class A common stock and Class B common stock outstanding in the form of a stock dividend, under which each stockholder of the Company's Class A common stock on that date received one additional share of the Company’s $ 0.01 par value Class A common stock for every one share owned and each stockholder of the Company's Class B common stock on that date received one additional share of the Company’s $ 0.01 par value Class B common stock for every one share owned.
+Added: All share and per share amounts presented in this Annual Report on Form 10 -K, including with respect to dividends and in the financial statement and notes hereto have been adjusted for the stock split, except for the share amounts presented in the stockholders' equity section of our consolidated balance sheets.
On May 18, 2022, our Board approved a new stock repurchase authorization of up to $ 75.0 million of our Class A common stock, with any remaining amount available under prior authorizations being excluded and no longer available.
−Removed: Under such authorization, we repurchased 2.0 million shares of our Class A common stock for $ 54.7 million during 2022.
+Added: Under such authorization, we repurchased 4.1 million shares of our Class A common stock for $ 57.5 million through January 30, 2023.
On January 30, 2023, the Board approved an amendment to the Company's stock repurchase program authorizing the purchase of up to an aggregate $ 55.0 million of our Class A common stock.
1 unchanged sentence
Between May 2022 and April 2023, we repurchased a total of 5.4 million shares of our Class A common stock.
−Removed: No additional shares have been repurchased since April 2023 ( through February 26, 2024).
+Added: The program expired on January 31, 2024.
On January 26, 2022, our Board declared a cash dividend of $ 0.03125 per share, which was paid on March 25, 2022, to stockholders of record on March 4, 2022.
5 unchanged sentences
On November 15, 2023, our Board declared a cash dividend of $ 0.055 per share which was paid on December 29, 2023, to stockholders of record on December 1, 2023.
+Added: On February 13, 2024, our Board declared a cash dividend of $ 0.055 per share which was paid on March 29, 2024, to stockholders of record on March 1, 2024.
+Added: On May 15, 2024, our Board declared a cash dividend of $ 0.055 per share which was paid on June 28, 2024, to stockholders of record on June 7, 2024.
+Added: On August 14, 2024, our Board declared a cash dividend of $ 0.055 per share which was paid on September 27, 2024, to stockholders of record on September 6, 2024.
+Added: On November 21, 2024, our Board declared a cash dividend of $ 0.055 per share which was paid on December 27, 2024, to stockholders of record on December 6, 2024.
SUBSEQUENT EVENTS
2 unchanged sentences
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.