What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-07 · 201 added, 152 removed, 568 unchanged (38% of the section changed)

4 unchanged sentences

(In thousands, except share data)

March 31, 2025

June 30, 2025

December 31, 2024

22 unchanged sentences

96,206 90,126

Other receivables

Other assets, net

4 unchanged sentences

Current liabilities:

Checks outstanding in excess of bank balances

Accounts payable

27 unchanged sentences

40,000,000 shares authorized;

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

21,855,878 shares issued and 20,346,273 outstanding as of June 30, 2025;

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

4 unchanged sentences

159,813 158,907

Treasury stock at cost;

1,550,490 and no shares as of June 30, 2025 and December 31, 2024, respectively

Accumulated other comprehensive income

9 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE three months ended March 31, 2025 and 2024

FOR THE three and six months ended June 30, 2025 and 2024

(In thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Freight revenue

13 unchanged sentences

Operating taxes and licenses

3,436 2,283 7,022 5,644

Insurance and claims

1 unchanged sentence

Communications and utilities

1,481 1,272 2,949 2,675

General supplies and expenses

3 unchanged sentences

Loss on disposition of property and equipment, net

295 837 621 1,539

Total operating expenses

1 unchanged sentence

Operating income

11,563 15,577 19,190 19,912

Interest expense, net

2,470 3,799 5,327 7,137

Income from equity method investment

1 unchanged sentence

Income before income taxes

13,361 15,872 21,907 20,545

Income tax expense

3,521 3,828 5,504 4,677

Income from continuing operations, net of tax

9,840 12,044 16,403 15,868

Income from discontinued operations, net of tax

4 unchanged sentences

Income from discontinued operations

- 0.01 - 0.01

Net income per share

4 unchanged sentences

Income from discontinued operations

- 0.01 - 0.01

Net income per share

9 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE three months ended March 31, 2025 and 2024

FOR THE three and six months ended June 30, 2025 and 2024

(Unaudited and in thousands )

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

$ 9,840 $ 12,194 $ 16,403 $ 16,168

Other comprehensive income:

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

Unrealized (loss) gain on effective portion of cash flow hedges, net of tax of $ 23 and $ 90 in 2025 and ($ 47 ) and ($ 172 ) in 2024, respectively

( 64 ) 133 ( 256 ) 492

Reclassification of cash flow hedge gains into statement of operations, net of tax of $ 21 and $ 42 in 2025 and $ 34 and $ 69 in 2024, respectively

( 60 ) ( 99 ) ( 120 ) ( 198 )

Total other comprehensive (loss) income(1)

( 124 ) 34 ( 376 ) 294

Comprehensive income

$ 9,716 $ 12,228 $ 16,027 $ 16,462

It is the Company’s policy to release income tax effects from accumulated other comprehensive income at such time as the earnings or loss of the related activity are recognized in earnings.

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE three months ended March 31, 2025 and 2024

FOR THE three and six months ended June 30, 2025 and 2024

(Unaudited and in thousands)

For the Three Months Ended

For the Three and Six Months Ended June 30, 2025

Comprehensive

5 unchanged sentences

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

Other comprehensive income

Other comprehensive loss

- - - - ( 253 ) - ( 253 )

7 unchanged sentences

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

For the Three Months Ended

- - - - - 9,840 9,840

Cash dividend ($ 0.07 per common share)

- - - - - ( 1,797 ) ( 1,797 )

Share repurchase

- - - ( 35,561 ) - - ( 35,561 )

Other comprehensive loss

- - - - ( 124 ) - ( 124 )

Stock-based employee compensation expense

- - 920 - - - 920

Issuance of restricted shares, net

- - ( 865 ) 817 - - ( 48 )

Balances at June 30, 2025

$ 219 $ 47 $ 159,813 $ ( 34,744 ) $ 658 $ 290,881 $ 416,874

For the Three and Six Months Ended June 30, 2024

Comprehensive

5 unchanged sentences

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

Other comprehensive loss

Other comprehensive income

- - - - 260 - 260

7 unchanged sentences

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

- - - - - 12,194 12,194

Cash dividend ($ 0.055 per common share)

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

Other comprehensive income

- - - - 34 - 34

Exercise of stock options

- - 195 386 - - 581

Stock-based employee compensation expense

- - 765 - - - 765

Issuance of restricted shares, net

- - ( 207 ) 207 - - -

Balances at June 30, 2024

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

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE three months ended March 31, 2025 and 2024

FOR THE six months ended June 30, 2025 and 2024

(Unaudited and in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

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

( 3,776 ) ( 3,676 )

Return on investment from equity method investee

Loss on disposition of property and equipment

1 unchanged sentence

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

( 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 )

Repayments under revolving credit facility

Payment of contingent consideration liability

( 4,530 ) ( 7,023 )

Proceeds from exercise of stock options

Payment of minimum tax withholdings on stock compensation

( 559 ) ( 339 )

Common stock repurchased

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.

16 unchanged sentences

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

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 .

therefore, operating results for the six months ended June 30, 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 .

7 unchanged sentences

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

During the quarter ended June 30, 2024, we performed a review of our estimates and, due to a weak used revenue equipment market, we increased the rate of depreciation on revenue equipment in the period resulting in an additional $ 2.6 million of depreciation expense during the three months ended June 30, 2024 .

Recent Accounting Pronouncements

12 unchanged sentences

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

Reclassification of Previously Issued Financial Statements

Certain amounts in the prior period have been reclassified in the condensed consolidated financial statements to conform to the current year presentation.

There has been no impact on previously reported net income or stockholders' equity from such reclassification.

Income Per Share

5 unchanged sentences

Three Months Ended

Six Months Ended

Income from continuing operations

$ 6,563 $ 3,824

Income from discontinued operations

$ 6,563 $ 3,974

Denominator for basic income per share – weighted-average shares

26,538 26,174

Effect of dilutive securities:

2 unchanged sentences

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

27,877 27,600

Basic income per share (1) :

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

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.

There were approximately 1,000 and no unvested shares excluded from the calculation of diluted earnings per share as anti-dilutive for the three and six months ended June 30, 2025, respectively, and no unvested shares excluded from the calculation of diluted earnings per share as anti-dilutive for the three and six months ended June 30, 2024.

There were no unvested employee stock options excluded from the calculation of diluted earnings per share as anti-dilutive for the three and six months ended June 30, 2025 and 2024 , respectively.

Fair Value of Financial Instruments

14 unchanged sentences

(in thousands)

March 31, 2025

June 30, 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 March 31, 2025 , 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 June 30, 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.

1 unchanged sentence

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 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.

During the three months ended June 30, 2025, there were contingent payments made of $ 0.1 million as a result of the Asset Acquisition.

During the six months ended June 30, 2025, there were contingent payments made of $12.5 million based on LTST's results for the first calendar year following closing and $ 0.1 million as a result of the Asset Acquisition.

During the three months ended June 30, 2024, there were no contingent payments made.

During the six months ended June 30, 2024, there were contingent payments made of $ 10.0 million based on AAT's results for the second post-acquisition year.

Of the $ 12.6 million paid for the contingent consideration liability during 2025, $ 4.6 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.

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

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 June 30, 2025 and 2024, respectively and $ 1.4 million and $ 8.8 million related to a change in the fair value for the LTST contingent consideration for the six months ended June 30, 2025 and 2024, respectively.

Additionally, contingent consideration increased $ 5.0 million for the six months ended June 30, 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, 2024 Additions Adjustments to fair market value Payments March 31, 2025

December 31, 2024 Additions Adjustments to fair market value Payments June 30, 2025

Contingent consideration $ ( 27,794 ) $ ( 5,000 ) $ ( 1,418 ) $ 12,552 $ ( 21,660 )

5 unchanged sentences

Equipment is either owned or leased by the Company.

The Dedicated reportable segment also provides shuttle and switching services related to shuttling containers and trailers in or around freight yards and to/from warehouses for Dedicated customers.

Managed Freight:

3 unchanged sentences

The Warehousing reportable segment provides day-to-day warehouse management services to customers who have chosen to outsource this function.

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

The Warehousing reportable segment also provides shuttle and switching services related to shuttling containers and trailers in or around freight yards and to/from warehouses for Warehousing customers.

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.

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

2 unchanged sentences

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 :

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 and six months ended June 30, 2025 and 2024 :

(in thousands)

Year Ended March 31, 2025

Three Months Ended June 30, 2025

Managed Freight

22 unchanged sentences

1 4,222 22 476

Gain on disposition of property and equipment, net

Loss on disposition of property and equipment, net

Total allocated overhead

4 unchanged sentences

$ 7,466 $ 6,213 $ 4,462 $ 1,916 $ 20,057

Other operating loss (2)

Total consolidated operating income

Interest expense, net

Income from equity method investment

Income before income taxes

(in thousands)

Year Ended March 31, 2024

Three Months Ended June 30, 2024

Managed Freight

Freight revenue

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

Fuel surcharge revenue (1)

18,871 11,887 - 320 31,078

Total revenue

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

Operating expenses:

Salaries, wages, and related expenses

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

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

Interest expense, net

Income from equity method investment

Income before income taxes

(in thousands)

Six Months Ended June 30, 2025

Managed Freight

Freight revenue

Fuel surcharge revenue (1)

Total revenue

Operating expenses:

Salaries, wages, and related expenses

Operations and maintenance

Revenue equipment rentals and purchased transportation

Operating taxes and licenses

Insurance and claims

Communications and utilities

General supplies and expenses

Depreciation and amortization

Loss on disposition of property and equipment, net

Total allocated overhead

Segment operating expenses

Segment operating income

Total consolidated operating income

Interest expense, net

Income from equity method investment

Income before income taxes

(in thousands)

Six Months Ended June 30, 2024

Managed Freight

Freight revenue

Fuel surcharge revenue (1)

Total revenue

Operating expenses:

Salaries, wages, and related expenses

Operations and maintenance

Revenue equipment rentals and purchased transportation

Operating taxes and licenses

Insurance and claims

Communications and utilities

General supplies and expenses

Depreciation and amortization

Gain on disposition of property and equipment, net

Total allocated overhead

Segment operating expenses

Segment operating income

Total consolidated operating income

Interest expense, net

Income from equity method investment

Income before income taxes

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.

Other represents indirect costs not directly attributable to any one reportable segment, amortization of intangible assets, and contingent consideration liability adjustments to match the information our CODM uses to evaluate the operating results of our reportable segments.

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

5 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 March 31, 2025 is unchanged since December 31, 2024 .

Our liability recorded for uncertain tax positions as of June 30, 2025 is unchanged since December 31, 2024 .

The net deferred tax liability of $ 114.1 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 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.

The Company has determined that a valuation allowance was not necessary at June 30, 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.

7 unchanged sentences

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 :

Current and long-term debt and lease obligations consisted of the following as of June 30, 2025 and December 31, 2024 :

(in thousands)

March 31, 2025

June 30, 2025

December 31, 2024

3 unchanged sentences

Revenue equipment installment notes;

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

weighted average interest rate of 5.2 % at June 30, 2025, and 5.4 % at December 31, 2024, due in monthly installments with final maturities at various dates ranging from February 2028 to June 2031, secured by related revenue equipment

49,780 173,784 62,860 170,629

Real estate notes;

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

interest rate of 6.1 % at June 30, 2025 and 6.3 % at December 31, 2024 due in monthly installments with a fixed maturity at August 2035, secured by related real estate

1,379 15,760 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 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.

We had $ 24.6 million borrowings outstanding under the Credit Facility as of June 30, 2025 , undrawn letters of credit outstanding of approximately $ 19.9 million, and available borrowing capacity of $ 65.5 million.

As of June 30, 2025 , there were $ 6.6 million base rate and $ 18.0 million SOFR loans.

Based on availability as of June 30, 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.

3 unchanged sentences

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

The notes included in the funding are due in monthly installments with final maturities at various dates ranging from February 2028 to March 2031 .

The notes included in the funding are due in monthly installments with final maturities at various dates ranging from February 2028 to June 2031 .

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 $ 22.7 million are cross-defaulted with the Credit Facility.

8 unchanged sentences

Lease Obligations

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:

The finance leases in effect at June 30, 2025 terminate from June 2028 through November 2033 and contain guarantees of the residual value of the related equipment by us.

A summary of our lease obligations at June 30, 2025 and 2024 are as follows:

(dollars in thousands)

1 unchanged sentence

Three Months Ended

March 31, 2025

March 31, 2024

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Finance lease cost:

Amortization of right-of-use assets

$ 218 $ 123 $ 437 $ 246

Interest on lease liabilities

120 222 243 421

Operating lease cost

3,993 3,325 7,834 6,959

Variable lease cost

17 125 ( 68 ) 149

Short-term lease cost

1,473 914 2,679 1,974

Total lease cost

3 unchanged sentences

Operating cash flows from finance leases

120 222 243 421

Operating cash flows from operating leases

3,026 2,505 6,046 5,435

Financing cash flows from finance leases

185 203 365 365

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

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

1,484 8,970 4,359 8,970

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

3 unchanged sentences

Weighted-average discount rate—operating leases

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.

As of June 30, 2025 and December 31, 2024 , right-of-use assets of $ 38.0 million and $ 40.0 million for operating leases and $ 3.2 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 March 31, 2025 , are summarized as follows by lease category:

Our future minimum lease payments as of June 30, 2025 , are summarized as follows by lease category:

(in thousands)

7 unchanged sentences

current portion ( 10,796 ) ( 1,032 )

( 10,598 ) ( 772 )

Lease obligations, long-term $ 29,188 $ 2,546

$ 30,919 $ 2,991

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

( 1 ) Excludes the six months ended June 30, 2025 .

Stock -Based Compensation

2 unchanged sentences

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

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

As of June 30, 2025 , there were 1,787,975 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 for each of the three months ended March 31, 2025 and 2024 .

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 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 .

Included in salaries, wages, and related expenses within the condensed consolidated statements of operations is stock-based compensation expense of $ 0.7 million and $ 0.6 million for the three months ended June 30, 2025 and 2024 , respectively, and expense of $ 1.5 million and $ 1.3 million for the six months ended June 30, 2025 and 2024 , respectively.

Of the stock compensation expense recorded for the three months ended June 30, 2025 and 2024 , $ 0.7 million and $ 0.6 million relates to restricted shares, respectively, and, for the six months ended June 30, 2025 and 2024 , $ 1.5 million and $ 0.7 million relates to restricted shares, respectively.

There were no unvested employee stock options or related stock compensation expense for the six months ended June 30, 2025 .

For the six months ended June 30, 2024, $ 0.6 million of the stock compensation expense recorded related to unvested employee stock options.

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 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.

To satisfy withholding requirements for shares that vested through June 30, 2025 , certain participants elected to forfeit receipt of an aggregate of 22,790 shares of Class A common stock at a weighted average per share price of $ 26.69 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 $ 19.9 million and $ 19.8 million of outstanding and undrawn letters of credit as of March 31, 2025 and December 31, 2024 .

We had $ 19.9 million and $ 19.8 million of outstanding and undrawn letters of credit as of June 30, 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 TFS Settlement.

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

As of June 30, 2025 the remaining contingent liability was $ 0.4 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.

As of June 30, 2025 , we had a revenue equipment operating lease liability to TEL of $ 9.0 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.

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):

No other transactions with TEL were material for the three or six months ended June 30, 2025 and 2024 .

Our accounts receivable from TEL, accounts payable to TEL, and investment in TEL as of June 30, 2025 and December 31, 2024 are as follows (in thousands):

Balance Sheet Line Item:

March 31, 2025

June 30, 2025

December 31, 2024

4 unchanged sentences

Investment in TEL

$ 81,181 $ 77,405

Operating lease obligations

Current and long-term portion of operating lease obligations

$ 9,520 $ 10,092

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.

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.

During the six months ended June 30, 2025 we acquired an $ 11.2 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 $ 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:

Amortization expense of $ 5.1 million and $ 4.7 million for the six months ended June 30, 2025 and 2024 , respectively, was included in depreciation and amortization in the condensed consolidated statements of operations.

A summary of other intangible assets as of June 30, 2025 and December 31, 2024 is as follows:

(in thousands)

March 31, 2025

June 30, 2025

Gross intangible assets

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Remaining life (months)

$ 4,502 $ ( 2,532 ) $ 1,970

Managed Freight

1,089 ( 915 ) 174

999 ( 885 ) 114

Total trade name

6,590 ( 4,332 ) 2,258 95

Non-compete agreement:

4,670 ( 2,238 ) 2,432

Managed Freight

380 ( 150 ) 230

Total non-compete agreement

5,050 ( 2,388 ) 2,662 25

Customer relationships:

70,574 ( 13,111 ) 57,463

Managed Freight

7,312 ( 2,223 ) 5,089

12,436 ( 6,995 ) 5,441

Total customer relationships:

90,322 ( 22,329 ) 67,993 143

Credentialing:

32,000 ( 6,756 ) 25,244

Total credentialing

32,000 ( 6,756 ) 25,244 142

Total other intangible assets

$ 133,962 $ ( 35,805 ) $ 98,157 138

(in thousands)

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Remaining life (months)

$ 4,502 $ ( 2,479 ) $ 2,023

Managed Freight

1,089 ( 910 ) 179

999 ( 885 ) 114

Total trade name

6,590 ( 4,274 ) 2,316 98

Non-compete agreement:

4,670 ( 1,946 ) 2,724

Managed Freight

380 ( 127 ) 253

Total non-compete agreement

5,050 ( 2,073 ) 2,977 28

Customer relationships:

60,172 ( 12,142 ) 48,030

Managed Freight

7,312 ( 1,987 ) 5,325

12,436 ( 6,736 ) 5,700

Total customer relationships:

79,920 ( 20,865 ) 59,055 149

Credentialing:

32,000 ( 6,222 ) 25,778

Total credentialing

32,000 ( 6,222 ) 25,778 145

Total other intangible assets

$ 123,560 $ ( 33,434 ) $ 90,126 142

The expected amortization of these assets for the next five successive years is as follows:

(in thousands)

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

( 1 ) Excludes the six months ended June 30, 2025 .

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

1 unchanged sentence

(in thousands)

March 31, 2025

Managed Freight

Balance at December 31, 2024

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

Current period changes to goodwill

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

Balance at June 30, 2025

At June 30, 2025, our insurance program involves self-insurance to certain risk retention levels.

We accrue claims above our self-insured retention and record a corresponding receivable for the amounts we expect to collect from insurers upon settlement of such claims.

We have $ 17.9 million and $ 0.6 million as other long-term receivables and as a corresponding accrual in the long-term portion of insurance and claims accruals on our condensed consolidated balance sheet for claims above our self-insured retention for which we believe it is reasonably assured that the insurers will pay their portion of such claims at June 30, 2025 and December 31, 2024, respectively.

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.

6 unchanged sentences

On May 14, 2025, our Board declared a cash dividend of $ 0.07 per share which was paid on June 27, 2025, to stockholders of record on June 6, 2025.

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.

Under such authorization, we repurchased approximately 1.6 million shares of our Class A common stock for $ 35.2 million during the three months ended June 30, 2025 .

Subsequent Events

On July 4, 2025, President Trump signed The One Big Beautiful Bill Act ("OBBBA") into law.

The OBBBA, among other things, includes provisions for accelerated tax depreciation, domestic research and development cost expensing, modifications to the net interest deduction limitations, and the rollback of certain alternative energy provisions.

The Company is still evaluating the impacts of the bill that is effective for Q3 2025 financial reporting.

At this time, the Company is still determining the implications from the passage of this legislation.

On July 17, 2025, TBK Bank reimbursed us $ 3.8 million of the $ 37.3 million of indemnification payments we made pursuant to the TFS Settlement between 2020 and 2023.

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