What changed in this filing

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Item 1. Financial Statements

2025-05-07 compared with 2024-11-01 · 194 added, 360 removed, 526 unchanged (51% of the section changed)

4 unchanged sentences

(In thousands, except share data)

September 30, 2024

March 31, 2025

December 31, 2024

52 unchanged sentences

13,488 19,588

Long-term liabilities of discontinued operations

Total liabilities

3 unchanged sentences

40,000,000 shares authorized;

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

21,855,878 shares issued outstanding as of March 31, 2025;

and 21,774,350 shares issued and outstanding as of December 31, 2024

4 unchanged sentences

159,758 158,907

Treasury stock at cost;

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

( 131,472 ) ( 132,346 )

Accumulated other comprehensive income

9 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

FOR THE three months ended March 31, 2025 and 2024

(In thousands, except per share data)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Freight revenue

$ 243,219 $ 247,685

Fuel surcharge revenue

26,136 31,078

Total revenue

$ 269,355 $ 278,763

Operating expenses:

Salaries, wages, and related expenses

$ 104,952 $ 100,335

28,168 30,952

Operations and maintenance

15,750 13,596

Revenue equipment rentals and purchased transportation

56,805 66,751

Operating taxes and licenses

Insurance and claims

15,283 15,390

Communications and utilities

General supplies and expenses

13,595 20,830

Depreciation and amortization

Loss (gain) on disposition of property and equipment, net

21,795 21,108

Loss on disposition of property and equipment, net

Total operating expenses

261,728 274,428

Operating income

1 unchanged sentence

Income from equity method investment

( 3,776 ) ( 3,676 )

Income before income taxes

2 unchanged sentences

Income from discontinued operations, net of tax

$ 6,563 $ 3,974

Basic income per share:

Income from continuing operations

$ 0.25 $ 0.15

Income from discontinued operations

Net income per share

$ 0.25 $ 0.15

Diluted income per share:

Income from continuing operations

$ 0.24 $ 0.14

Income from discontinued operations

Net income per share

$ 0.24 $ 0.14

Basic weighted average shares outstanding

26,538 26,174

Diluted weighted average shares outstanding

27,877 27,600

Total may not sum due to rounding.

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

FOR THE three months ended March 31, 2025 and 2024

(Unaudited and in thousands )

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

$ 6,563 $ 3,974

Other comprehensive income:

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

( 435 ) 505 57 632

Reclassification of cash flow hedge gains into statement of operations, net of tax of $ 34 and $ 103 in 2024 and $ 35 and $ 95 in 2023, respectively

Unrealized (loss) gain on effective portion of cash flow hedges, net of tax of $ 67 in 2025 and ($ 126 ) in 2024, respectively

Reclassification of cash flow hedge gains into statement of operations, net of tax of $ 21 in 2025 and $ 35 in 2024, respectively

( 60 ) ( 99 )

Total other comprehensive (loss) income

( 531 ) 405 ( 237 ) 361

Comprehensive income

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

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

FOR THE three months ended March 31, 2025 and 2024

(Unaudited and in thousands)

For the Three and Nine Months Ended September 30, 2024

For the Three Months Ended

Comprehensive

5 unchanged sentences

- - - - ( 1,858 ) ( 1,858 )

Share repurchase

- - - - - - -

Other comprehensive income

8 unchanged sentences

$ 219 $ 47 $ 159,758 $ 782 $ 282,838 $ 443,644

- - - - - 12,194 12,194

Cash dividend ($ 0.11 per common share)

- - - - - ( 1,448 ) ( 1,448 )

Other comprehensive income

- - - - 34 - 34

Stock-based employee compensation expense

- - 765 - - - 765

Exercise of stock options

- - 195 386 - - 581

Issuance of restricted shares, net

- - ( 207 ) 207 - - -

Balances at June 30, 2024

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

- - - - - 13,033 13,033

Cash dividend ($ 0.11 per common share)

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

Other comprehensive income

- - - - ( 531 ) - ( 531 )

Stock-based employee compensation expense

- - 988 - - - 988

Exercise of stock options

- - 45 94 - - 139

Balances at September 30, 2024

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

For the Three and Nine Months Ended September 30, 2023

For the Three Months Ended

Comprehensive

7 unchanged sentences

- - - - 260 - 260

Share repurchase

Exercise of stock options

- - 150 278 - - 428

5 unchanged sentences

$ 161 $ 24 $ 156,695 $ ( 132,159 ) $ 1,076 $ 381,450 $ 407,247

- - - - - 12,293 12,293

Cash dividend ($ 0.11 per common share)

- - - - - ( 1,442 ) ( 1,442 )

Other comprehensive income

- - - - 359 - 359

Share repurchase

- - - ( 4,683 ) - - ( 4,683 )

Stock-based employee compensation expense reversal

- - 1,774 - - - 1,774

Exercise of stock options

- - 42 194 - - 236

Issuance of restricted shares, net

- - ( 389 ) 354 - - ( 35 )

Balances at June 30, 2023

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

- - - - - 13,506 13,506

Cash dividend ($ 0.11 per common share)

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

Other comprehensive loss

- - - - 405 - 405

Stock-based employee compensation expense

- - 1,884 - - - 1,884

Balances at September 30, 2023

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

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE nine months ended September 30, 2024 and 2023

FOR THE three months ended March 31, 2025 and 2024

(Unaudited and in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

$ 6,563 $ 3,974

Adjustments to reconcile net income to net cash provided by operating activities:

Provision for losses on accounts receivable

Reversal of gain on sales to equity method investee

Depreciation and amortization

21,795 21,108

Deferred income tax expense

( 2,652 ) ( 5,259 )

Income tax expense arising from restricted share vesting and stock options exercised

( 288 ) ( 333 )

Stock-based compensation expense

Income from equity method investment

Return on investment from equity method investee

Loss (gain) on disposition of property and equipment

( 3,776 ) ( 3,676 )

Loss on disposition of property and equipment

Changes in operating assets and liabilities:

Receivables and advances

( 470 ) 3,812

Prepaid expenses and other assets

2 unchanged sentences

Accounts payable and accrued expenses

( 12,106 ) ( 8,548 )

Net cash flows provided by operating activities

24,830 21,701

Cash flows used by investing activities:

1 unchanged sentence

Other investments

( 137 ) ( 156 )

Purchase of property and equipment

( 33,425 ) ( 48,362 )

Proceeds from disposition of property and equipment

Net cash flows used by investing activities

( 24,080 ) ( 43,481 )

Cash flows from financing activities:

1 unchanged sentence

Cash dividend

Proceeds from issuance of notes payable

( 1,858 ) ( 1,443 )

Proceeds from notes payable

23,588 52,179

Repayments of notes payable

( 41,991 ) ( 10,540 )

Repayments of finance lease obligations

( 180 ) ( 162 )

Proceeds under revolving credit facility

Repayments under revolving credit facility and draw note

( 124 ) ( 26,130 )

Payment of contingent consideration liability

( 4,530 ) ( 7,023 )

Proceeds from exercise of stock options

Payment of minimum tax withholdings on stock compensation

Common stock repurchased

Net cash flows provided by financing activities

( 559 ) ( 339 )

Net cash flows (used in) provided by financing activities

( 25,130 ) 22,438

Net change in cash and cash equivalents

( 24,380 ) 658

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

$ 11,239 $ 2,952

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

7 unchanged sentences

and its wholly owned subsidiaries.

All significant intercompany balances and transactions have been eliminated in consolidation.

All intercompany balances and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10 -Q and Article 10 of Regulation S- X promulgated under the Securities Act of 1933.

6 unchanged sentences

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

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

therefore, operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 .

These condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10 -K for the year ended December 31, 2024 .

4 unchanged sentences

Depreciation of revenue equipment is our largest item of depreciation.

We generally depreciate new tractors over five years to salvage values ranging from approximately 0 % to 35 % of their cost, depending on the utilization profile of the equipment.

We generally depreciate new tractors over five years to salvage values ranging from approximately 0 % to 35 % of their cost, depending on the utilization profile of the equipment associated with its reportable segment.

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.

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

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

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

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

During the three months ended March 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 condensed consolidated statements of operations.

Recent Accounting Pronouncements

Accounting standards not yet adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2023 - 07, Improvements to Reportable Segment Disclosures (Topic 280 ).

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.

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.

The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements.

Early adoption is also permitted.

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

In November 2024, the Financial Accounting Standards Board ("FASB") issued ASU 2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

Disaggregation of Income Statement Expenses.

This guidance requires disclosure of disaggregated information about certain income statement expense line items in the notes to the financial statements.

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.

The update may be applied either prospectively or retrospectively.

Early adoption is permitted.

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.

1 unchanged sentence

The amendments of this update are related to the rate reconciliation and income taxes paid, requiring ( 1 ) consistent categories and greater disaggregation of information in the rate reconciliation and ( 2 ) income taxes paid disaggregated by jurisdiction.

ASU 2023 - 09 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

ASU 2023 - 09 is effective for annual periods beginning after December 15, 2024.

The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.

2 unchanged sentences

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

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

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

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

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

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

2 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Income from continuing operations

2 unchanged sentences

$ 6,563 $ 3,974

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

Denominator for basic income per share – weighted-average shares

2 unchanged sentences

Equivalent shares issuable upon conversion of unvested restricted shares

75 254 71 247

Equivalent shares issuable upon conversion of unvested employee stock options

649 478 619 411

Denominator for diluted income per share adjusted weighted-average shares and assumed conversions

4 unchanged sentences

Income from discontinued operations

0.01 0.01 0.03 0.03

Net income per share

4 unchanged sentences

Income from discontinued operations

0.01 0.01 0.03 0.03

Net income per share

1 unchanged sentence

( 1 ) Total may not sum due to rounding.

There were no unvested shares or unvested options excluded from the calculation of diluted earnings per share as the effect of any assumed exercise of the related awards would have been anti-dilutive for the three months ended March 31, 2025 and 2024.

Fair Value of Financial Instruments

14 unchanged sentences

(in thousands)

September 30, 2024

March 31, 2025

December 31, 2024

Interest rate swaps

1,056 1,397 2

Contingent consideration

4 unchanged sentences

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

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

The fair value of our revenue equipment installment notes approximated the carrying value as of March 31, 2025 , as the weighted average interest rate on these notes approximates the market rate for similar debt.

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

Contingent consideration arrangements require us to pay up to $ 20.0 million of additional consideration to AAT Carriers, Inc.'s ("AAT's") former shareholders based on AAT's results during the first two post-acquisition years, of which the final installment was made during 2024, 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.

Refer to Note 13, "Acquisition of Lew Thompson & Son Trucking, Inc.", for additional information regarding the LTST acquisition and Note 12, "Acquisition of Sims Transport Services, LLC", for additional information regarding the Sims acquisition.

Contingent consideration arrangements require us to pay up to $ 20.0 million of additional consideration to AAT Carriers, Inc.'s ("AAT's") former shareholders based on AAT's results during the first two post-acquisition years, of which the final installment was made during 2024, 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, 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, and up to $ 5.0 million of additional consideration to the seller of the assets of a small, multi-stop distribution carrier we acquired in February 2025 ( the "Asset 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.

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

There were contingent consideration payments made during the three months ended March 31, 2025 and 2024 of $ 12.5 million based on LTST's results for the first calendar year following closing and $ 10.0 million based on AAT's results for the second post-acquisition year, respectively.

Of the $ 12.5 million paid for the contingent consideration liability during 2025, $ 4.5 million was classified as financing cash flows and $ 8.0 million was classified as operating cash flows within the condensed consolidated statements of cash flows.

Of the $ 10.0 million paid for the contingent consideration liability during 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.

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

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

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

The fair value of the contingent consideration increased $ 0.7 million and $ 8.1 million related to a change in the fair value for the LTST contingent consideration for the three months ended March 31, 2025 and 2024, respectively.

Additionally, contingent consideration increased $ 5.0 million for the three months ended March 31, 2025 as a result of the Asset Acquisition.

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

1 unchanged sentence

The following table provides a summary (in thousands) of the activity for the contingent consideration liability for 2025:

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

December 31, 2024 Additions Adjustments to fair market value Payments March 31, 2025

Contingent consideration $ ( 27,794 ) $ 5,000 $ ( 710 ) $ 12,500 $ ( 21,004 )

Discontinued Operations

As of June 30, 2020, our former Factoring reportable segment was classified as discontinued operations as it:

(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.

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 condensed consolidated statements of operations for all periods presented.

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

(in thousands)

Three Months Ended September 30,

Nine Months Ended September 30,

Reversal of contingent loss liability

$ ( 200 ) $ ( 200 ) $ ( 600 ) $ ( 600 )

Income before income taxes

200 200 600 600

Income tax expense

50 50 150 150

Income from discontinued operations, net of tax

$ 150 $ 150 $ 450 $ 450

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

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

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

(in thousands)

September 30, 2024

December 31, 2023

Noncurrent deferred tax asset

Noncurrent assets from discontinued operations

Total assets from discontinued operations

Long-term contingent loss liability

$ 1,035 $ 1,635

Long-term liabilities of discontinued operations

Total liabilities from discontinued operations

$ 1,035 $ 1,635

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

Segment Information

10 unchanged sentences

We also provide shuttle and switching services related to shuttling containers and trailers in or around freight yards and to/from warehouses.

The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies in our Form 10 -K for the year ended December 31, 2023 .

Substantially all intersegment sales prices are market based.

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

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

The Company's chief operating decision maker ("CODM"), 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.

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.

Each segment uses certain shared infrastructure and each segment is presented with its direct costs and an allocation of shared overhead costs.

Insurance and claims expense is charged to the segments based on their historic claims experience and an allocation of current insurance premiums.

The CODM uses operating income for each segment in the annual budget and strategic planning process.

The CODM 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.

The CODM 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.

The following table summarizes our total revenue by our four reportable segments, as used by our CODM in making decisions regarding allocation of resources etc., for the three months ended March 31, 2025 and 2024 :

(in thousands)

Three Months Ended September 30, 2024

Year Ended March 31, 2025

Managed Freight

Total revenue from external customers

Freight revenue

$ 80,249 $ 82,080 $ 56,850 $ 24,040 $ 243,219

Intersegment revenue

Fuel surcharge revenue (1)

14,444 11,529 - 163 26,136

Operating income

Total revenue

$ 94,693 $ 93,609 $ 56,850 $ 24,203 $ 269,355

Nine Months Ended September 30, 2024

Managed Freight

Total revenue from external customers

Operating expenses:

Salaries, wages, and related expenses

31,489 39,359 2,277 11,428

Intersegment revenue

14,934 13,086 - 175

Operating income

Operations and maintenance

10,843 10,614 ( 57 ) 1,150

Three Months Ended September 30, 2023

Managed Freight

Total revenue from external customers

Revenue equipment rentals and purchased transportation

16,561 8,343 47,631 1,077

Intersegment revenue

Operating taxes and licenses

336 608 57 790

Operating income

Insurance and claims

6,574 4,993 132 207

Nine Months Ended September 30, 2023

Managed Freight

Total revenue from external customers

Communications and utilities

General supplies and expenses

244 503 790 4,404

Intersegment revenue

Depreciation and amortization

3 4,067 22 481

Operating income

Gain on disposition of property and equipment, net

Total allocated overhead

8,118 9,706 2,447 2,408

Segment operating expenses

89,102 91,524 53,309 22,361 256,296

Segment operating income

$ 5,591 $ 2,085 $ 3,541 $ 1,842 $ 13,059

Other operating loss (2)

Total consolidated operating income

(in thousands)

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Total external revenues for reportable segments

Year Ended March 31, 2024

Managed Freight

Freight revenue

$ 86,600 $ 72,595 $ 62,917 $ 25,573 $ 247,685

Intersegment revenues for reportable segments

Fuel surcharge revenue (1)

18,871 11,887 - 320 31,078

Elimination of intersegment revenues

Total revenue

$ 105,471 $ 84,482 $ 62,917 $ 25,893 $ 278,763

Total consolidated revenues

Operating expenses:

Salaries, wages, and related expenses

34,787 31,494 1,976 12,119

Income tax expense in both 2024 and 2023 varies from the amount computed by applying the federal corporate income tax rates of 21 % 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 is the effect of the per diem pay structure for drivers.

17,818 12,789 - 438

Operations and maintenance

9,864 8,865 146 1,340

Revenue equipment rentals and purchased transportation

16,910 7,875 54,603 1,301

Operating taxes and licenses

473 243 13 537

Insurance and claims

6,553 3,587 219 197

Communications and utilities

General supplies and expenses

229 572 747 3,997

Depreciation and amortization

8 2,366 21 379

Gain on disposition of property and equipment, net

Total allocated overhead

8,492 17,649 2,721 2,729

Segment operating expenses

95,134 85,563 60,452 23,263 264,412

Segment operating income

$ 10,337 $ ( 1,081 ) $ 2,465 $ 2,630 $ 14,351

Other operating loss (2)

Total consolidated operating income

( 1 ) The CODM 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.

The CODM uses net fuel expense to measure the effectiveness of our fuel surcharge program.

( 2 ) Other operating loss is attributable to unallocated corporate expenses.

Balance sheet data by reportable segment is not maintained by the Company.

Income tax expense in both 2025 and 2024 varies from the amount computed by applying the federal corporate income tax rates of 21 % 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 is the effect of the per diem pay structure for drivers, executive compensation disallowance, and excess tax benefits on share-based compensation.

Drivers who meet the requirements to receive per diem receive non-taxable per-diem pay in lieu of a portion of their taxable wages.

3 unchanged sentences

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

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

Our liability recorded for uncertain tax positions as of March 31, 2025 is unchanged since December 31, 2024 .

The net deferred tax liability of $ 114.4 million primarily relates to differences in cumulative book versus tax depreciation of property and equipment, partially off-set by net operating loss carryovers and insurance claims that have been reserved but not paid.

2 unchanged sentences

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

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

The Company has determined that a valuation allowance was not necessary at March 31, 2025 for its deferred tax assets since it is more likely than not they will be realized from the future reversals of temporary differences.

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

On March 11, 2021, President Biden signed the American Rescue Plan ("ARPA") into law.

The law 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 the chief financial officers (rather than the three highest), however, this change is not effective until 2027.

The American Rescue Plan 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 the chief financial officers (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.

President Biden signed the Inflation Reduction Act (the "IRA") into law on August 16, 2022.

We do not anticipate the IRA will have a significant impact on income tax expense or on other taxes.

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.

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

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

We do not believe this will have a material impact on our active repurchase program.

Current and long-term debt and lease obligations consisted of the following as of March 31, 2025 and December 31, 2024 :

(in thousands)

September 30, 2024

March 31, 2025

December 31, 2024

3 unchanged sentences

Revenue equipment installment notes;

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

weighted average interest rate of 5.1 % at March 31, 2025, and 5.4 % at December 31, 2024, due in monthly installments with final maturities at various dates ranging from February 2028 to March 2031, secured by related revenue equipment

49,179 166,239 62,860 170,629

Real estate notes;

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

interest rate of 6.1 % at March 31, 2025 and 6.3 % at December 31, 2024 due in monthly installments with a fixed maturity at August 2035, secured by related real estate

1,364 16,110 1,350 16,456

18 unchanged sentences

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

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

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

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

We had no borrowings outstanding under the Credit Facility as of March 31, 2025 , undrawn letters of credit outstanding of approximately $ 19.9 million, and available borrowing capacity of $ 90.1 million.

As of March 31, 2025 , there were no base rate and no SOFR loans.

Based on availability as of March 31, 2025 and 2024 , there was no fixed charge coverage requirement.

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

11 unchanged sentences

We expect to be in compliance with our debt covenants for the next 12 months.

In connection with the settlement of a dispute related to the sale of TFS (the "TFS Settlement"), in September 2020, TBK Bank, SSB, as lender and agent for Triumph (“TBK Bank”), provided the Company with a $ 45 million line of credit (the “Draw Note”), the proceeds of which are to be used solely to satisfy our indemnification obligations under the TFS Settlement.

In connection with the settlement of a dispute related to the sale of Transport Financial Services (the "TFS Settlement"), in September 2020, TBK Bank, SSB, as lender and agent for Triumph (“TBK Bank”), provided the Company with a $ 45 million line of credit (the “Draw Note”), the proceeds of which are to be used solely to satisfy our indemnification obligations under the TFS Settlement.

We may borrow pursuant to the Draw Note until September 23, 2025.

Lease Obligations

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

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

The finance leases in effect at March 31, 2025 terminate from May 2025 through November 2033 and contain guarantees of the residual value of the related equipment by us.

A summary of our lease obligations at March 31, 2025 and 2024 are as follows:

(dollars in thousands)

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

March 31, 2025

March 31, 2024

Finance lease cost:

Amortization of right-of-use assets

$ 122 $ 54 $ 368 $ 567

Interest on lease liabilities

215 181 636 305

Operating lease cost

3,648 4,656 10,607 13,901

Variable lease cost

50 87 199 972

Short-term lease cost

802 1,497 2,776 5,630

Total lease cost

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Operating cash flows from finance leases

215 181 636 305

Operating cash flows from operating leases

2,851 3,436 8,286 10,614

Financing cash flows from finance leases

188 1,923 553 5,432

Right-of-use assets obtained in exchange for new finance lease liabilities

- 2,799 815 5,938

Right-of-use assets obtained in exchange for new operating lease liabilities

4,783 - 13,753 3,992

Weighted-average remaining lease term—finance leases (in years)

1 unchanged sentence

Weighted-average discount rate—finance leases

12.8 % 13.4 %

Weighted-average discount rate—operating leases

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

As of March 31, 2025 , and December 31, 2024 , right-of-use assets of $ 39.7 million and $ 40.0 million for operating leases and $ 3.5 million and $ 4.6 million for finance leases, respectively, are included in net property and equipment in our condensed consolidated balance sheets.

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

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

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

Our future minimum lease payments as of March 31, 2025 , are summarized as follows by lease category:

(in thousands)

10 unchanged sentences

$ 30,919 $ 2,991

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

( 1 ) Excludes the three months ended March 31, 2025 .

Stock -Based Compensation

Our Third Amended and Restated 2006 Omnibus Incentive Plan, as amended (the "Incentive Plan") governs the issuance of equity awards and other incentive compensation to management and members of the Board of Directors (the "Board").

On May 17, 2023, the stockholders, upon recommendation of the Board, approved the Third Amendment (the “Third Amendment”) to our Third Amended and Restated 2006 Omnibus Incentive Plan (the "Incentive Plan").

The Third Amendment (i) increased the number of shares of Class A common stock available for issuance under the Incentive Plan by an additional 575,000 shares, (ii) re-set the term of the plan to expire on May 1, 2033, and (iii) made other miscellaneous, administrative and conforming changes as necessary.

The Incentive Plan includes (i) a fungible share reserve feature, under which shares subject to stock options and stock appreciation rights will be counted as one share for every share granted and shares subject to all other awards will be counted as 1.80 shares for every share granted, (ii) a double-trigger vesting requirement upon a change in control, and (iii) a maximum award granted or payable to any one participant under the Incentive Plan for a calendar year of 1,000,000 shares of Class A common stock or $ 4,000,000 , in the event the award is paid in cash.

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

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

As of March 31, 2025 , there were 2,126,457 shares available for award under the Incentive Plan.

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

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

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

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

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

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

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

Included in salaries, wages, and related expenses within the condensed consolidated statements of operations is stock-based compensation expense of $ 0.8 million for each of the three months ended March 31, 2025 and 2024 .

Of the stock compensation expense recorded for the three months ended March 31, 2025 and March 31, 2024 , $ 0.8 million and $ 0.1 million relates to restricted shares, respectively.

There were no unvested employee stock options or related stock compensation expense for the three months ended March 31, 2025 and $ 0.7 million of stock compensation expense related to unvested employee stock options for the three months ended March 31, 2024 .

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

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

To satisfy withholding requirements for shares that vested through March 31, 2025 , certain participants elected to forfeit receipt of an aggregate of 20,649 shares of Class A common stock at a weighted average per share price of $ 27.11 based on the closing price of our Class A common stock on the dates the shares vested in 2025 , in lieu of the federal and state minimum statutory tax withholding requirements.

We remitted $ 0.6 million to the proper taxing authorities in satisfaction of the employees' minimum statutory withholding requirements.

1 unchanged sentence

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

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

We had $ 19.9 million and $ 19.8 million of outstanding and undrawn letters of credit as of March 31, 2025 and December 31, 2024 .

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

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

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

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

As of March 31, 2025 the remaining contingent liability was $ 0.6 million.

Equity Method Investment

5 unchanged sentences

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.

As of March 31, 2025, we had a revenue equipment operating lease liability to TEL of $ 9.5 million.

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

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

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

We have accounted for our investment in TEL using the equity method of accounting, and thus our financial results include our proportionate share of TEL's 2024 net income through September 30, 2024 , or $ 11.8 million.

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

No other transactions with TEL were material for the three months ended March 31, 2025 and 2024 .

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 2025 net income through March 31, 2025 , or $ 3.8 million.

Our accounts receivable from TEL, accounts payable to TEL, and investment in TEL as of March 31, 2025 and December 31, 2024 are as follows (in thousands):

Balance Sheet Line Item:

September 30, 2024

March 31, 2025

December 31, 2024

9 unchanged sentences

Our accounts receivable from TEL related to cash disbursements made pursuant to our performance of certain back-office and maintenance functions on TEL’s behalf.

Acquisition of Sims Transport Services, LLC

On August 18, 2023, we acquired 100 % of the equity interests of Sims, a specialized brokerage company, headquartered in Maysville, GA.

The acquisition date fair value of the consideration transferred was $ 9.8 million.

The Stock Purchase Agreement contains customary representations, warranties, covenants, and indemnification provisions.

The Stock Purchase Agreement includes an earnout component of up to an aggregate of $ 12.0 million based on Sims' adjusted earnings before interest, taxes, depreciation, and amortization reported for the first through fourth calendar years following closing.

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.

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 acquisition date fair value of the consideration transferred consisted of the following:

August 18, 2023

(in thousands)

Cash paid pursuant to Stock Purchase Agreement

Cash acquired included in historical book value of Sims' assets and liabilities

Contingent consideration

Net purchase price

The contingent consideration arrangement requires us to pay up to $ 12.0 million of additional consideration to Sim's former equity-holders based on Sims' results during the first four calendar years following closing.

We estimated the fair value of the contingent consideration using a probability-weighted model.

This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement.

Refer to Note 3, "Fair Value of Financial Instruments" for information regarding changes in the contingent consideration arrangement.

All goodwill related to the acquisition is deductible for tax purposes and there are no deferred income taxes arising from the acquisition.

The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date.

August 18, 2023

Accounts receivable

Other intangibles, net 6,090

Total identifiable assets acquired

Accounts payable

Accrued expenses

Total liabilities assumed

Net identifiable assets acquired

Net assets acquired

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

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

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

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

(in thousands)

Three months ended

Nine months ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

Total revenue

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

$ 361 $ 219 $ 982 $ 219

Acquisition of Lew Thompson & Son Trucking, Inc.

On April 26, 2023, we acquired 100 % of the outstanding stock of LTST and related entities, headquartered in Huntsville, AR.

LTST is a dedicated contract carrier specializing in poultry feed and live haul transportation in Northwest Arkansas and surrounding areas and was acquired to expand the Dedicated reportable segment into this niche market.

The acquisition date fair value of the consideration transferred was $ 114.5 million.

The Stock Purchase Agreement contains customary representations, warranties, covenants, and indemnification provisions.

The Stock Purchase Agreement includes an earnout component of up to an aggregate of $ 30.0 million based on LTST's adjusted earnings before interest, taxes, depreciation, and amortization reported for the first, second, and third calendar years following closing.

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.

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.

The acquisition date fair value of the consideration transferred consisted of the following:

April 26, 2023

(in thousands)

Cash paid pursuant to Stock Purchase Agreement

Cash acquired included in historical book value of LTST's assets and liabilities

Contingent consideration

Net purchase price

The contingent consideration arrangement requires us to pay up to $ 30.0 million of additional consideration to LTST's former shareholders based on LTST's results during the first three calendar years following closing.

We estimated the fair value of the contingent consideration using a probability-weighted model.

This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement.

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.

The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date:

April 26, 2023

Accounts receivable

Driver advances and other receivables

Inventory and supplies

Prepaid expenses

Net property and equipment

Other assets, net

Other intangibles, net

Total identifiable assets acquired

Accounts payable

Accrued expenses

Current portion of operating lease obligations

Current portion of insurance and claims accrual

Long-term portion of operating lease obligations

Total liabilities assumed

Net identifiable assets acquired

Net assets acquired

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

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

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

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

(in thousands)

Three months ended

Nine months ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

Total revenue

$ 35,730 $ 15,020 $ 88,857 $ 25,829

$ 3,058 $ 1,542 $ 8,211 $ 3,420

The following unaudited pro forma consolidated results of operations assume that the acquisition of LTST occurred as of January 1, 2023:

(in thousands)

Three months ended

Nine months ended

September 30, 2023

Total revenue

$ 303,741 $ 878,626

$ 14,687 $ 49,772

Basic net income per share

$ 1.13 $ 3.80

Diluted net income per share

$ 1.07 $ 3.62

The pro forma financial information for all periods presented above has been calculated after adjusting the results of LTST to reflect the business combination accounting effects resulting from this acquisition, including the amortization expense from acquired intangible assets as though the acquisition occurred as of the beginning of the Company’s fiscal year 2023.

The Company's historical consolidated financial statements have been adjusted in the pro forma combined financial statements to give effect to pro forma events that are directly attributable to the business combination and factually supportable.

The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the Company’s 2023 fiscal year.

Goodwill and Other Assets

Goodwill, Intangibles, and Other Assets

During the quarter ended March 31, 2025 we acquired a $ 10.4 million customer relationship for the Dedicated reportable segment through the Asset Acquisition.

The Landair Holdings, Inc.

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

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

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

Amortization expense of $ 2.4 million for each of the three months ended March 31, 2025 and 2024 , was included in depreciation and amortization in the condensed consolidated statements of operations.

A summary of other intangible assets as of March 31, 2025 and December 31, 2024 is as follows:

(in thousands)

September 30, 2024

March 31, 2025

Gross intangible assets

60 unchanged sentences

(in thousands)

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

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

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

( 1 ) Excludes the three months ended March 31, 2025 .

There were no changes to the carrying amount of goodwill from $ 78.9 million at December 31, 2024 .

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

(in thousands)

September 30, 2024

March 31, 2025

Managed Freight

1 unchanged sentence

$ 15,699 $ 32,575 $ 8,917 $ 21,750

Post-acquisition goodwill adjustments

- 4,808 ( 1,614 ) -

Current period changes to goodwill

$ 15,699 $ 32,575 $ 8,917 $ 21,750

On May 18, 2022, our Board approved a 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.

Under such authorization, we repurchased 2.0 million shares of our Class A common stock for $ 54.7 million during 2022.

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.

The amendment added an incremental approximately $ 37.5 million to the approximately $ 17.5 million that was then-remaining under the program.

Between May 2022 and April 2023, we repurchased a total of 2.7 million shares of our Class A common stock.

The program expired on January 31, 2024.

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.

All share and per share amounts presented in this Quarterly Report on Form 10 -Q, including with respect to dividends and in the financial statement and notes hereto have been adjusted for the stock split.

On February 15, 2023, our Board declared a cash dividend of $ 0.055 per share, which was paid on March 31, 2023, to stockholders of record on March 3, 2023.

On May 17, 2023, our Board declared a cash dividend of $ 0.055 per share which was paid on June 30, 2023, to stockholders of record on June 2, 2023.

On August 16, 2023, our Board declared a cash dividend of $ 0.055 per share which was paid on September 29, 2023, to stockholders of record on September 1, 2023.

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.

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.

1 unchanged sentence

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.

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

On April 23, 2025, our Board approved a stock repurchase authorization of up to $ 50.0 million of our Class A common stock.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements