9 unchanged sentences
Our Intermodal segment provides first- and last-mile high value intermodal container drayage services both to and from seaports and railheads.
−Removed: Intermodal also offers dedicated contract and CFS warehouse and handling services, and in select locations, linehaul and LTL services.
+Added: Intermodal also offers dedicated contract and Container Freight Station warehouse and handling services, and in select locations, linehaul and LTL services.
We plan to grow our Intermodal geographic footprint through acquisitions as well as greenfield start-ups where no suitable acquisition is available.
6 unchanged sentences
These key operating statistics are defined below and are referred to throughout the discussion of the financial results of our Expedited Freight and Intermodal reportable segments.
−Removed: Our key operating statistics should not be interpreted as better measurements of our results than income from operations as determined under U.S.
−Removed: generally accepted accounting principles.
+Added: Our key operating statistics should not be interpreted as better measurements of our results than income from operations as determined under GAAP.
Within our Expedited Freight reportable segment, our primary revenue focus is to increase density, which is shipment and tonnage growth within our existing LTL network.
33 unchanged sentences
Trends and Developments
−Removed: Expedited Freight Acquisition
+Added: Expedited Freight Acquisitions
In January 2023, we acquired certain assets of Land Air Express, Inc.
1 unchanged sentence
Land Air, headquartered in Bowling Green, Kentucky, offers a variety of less-than-truckload services including guaranteed, standard, exclusive, same day, hot shot and pickup and delivery, and operates in over 25 terminals across the United States.
−Removed: The acquisition of Land Air will accelerate the expansion of our national terminal footprint, particularly in the middle part of the United States, and it will strategically position us to better meet the current and future needs of customers.The acquisition was funded using cash flow from operations and proceeds from our credit facility.
+Added: The acquisition of Land Air will accelerate the expansion of our national terminal footprint, particularly in the middle part of the United States, and is expected to strategically position us to better meet the current and future needs of customers.The acquisition was funded using cash flow from operations and proceeds from our credit facility.
The results of Land Air have been included in our Condensed Consolidated Financial Statements as of and from the date of acquisition.
The associated goodwill has been included in our Expedited Freight reportable segment.
+Added: On August 10, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Omni Newco LLC (“Omni”) and certain other parties.
+Added: Omni, headquartered in Dallas, Texas, is an asset-light, high-touch logistics and supply chain management company with customer relationships in high-growth end markets.
+Added: Omni delivers domestic and international freight forwarding, fulfillment services, customs brokerage, distribution, and value-added services for time-sensitive freight to U.S.-based customers operating both domestically and internationally.
+Added: The Merger Agreement provides that we, through a series of transactions involving the our direct and indirect subsidiaries (collectively with the other transactions contemplated by the Merger Agreement and the other Transaction Agreements referred to therein, the “Transactions”), will acquire Omni for a combination of (a) $150 million in cash and (b) (i) common equity consideration representing 5,135,008 shares of our outstanding common stock on an as-converted and as-exchanged basis (the “Common Equity Consideration”) and (ii) non-voting, convertible perpetual preferred equity consideration representing, if the Conversion Approval (as defined below) is obtained, an additional 10,615,418 shares of our common stock on an as-converted and as-exchanged basis (the “Convertible Preferred Equity Consideration”).
+Added: The Common Equity Consideration will represent, as of the closing of the Transactions (the “Closing”) and before any Conversion Approval, 16.5% of our common stock, on a fully diluted, as-exchanged basis.
+Added: Conversion Approval is obtained, the Common Equity Consideration and the Convertible Preferred Equity Consideration together will represent as of Closing 37.7% of our common stock on a fully diluted, as-converted and as-exchanged basis.
+Added: Prior to the consummation of the Transactions, we will complete a restructuring, pursuant to which, among other things, we will contribute all of our operating assets to Clue Opco LLC, a newly formed subsidiary of us (“Opco”).
+Added: After giving effect to the consummation of the Transactions, Opco will be structured as an umbrella partnership C corporation through which the existing direct and certain indirect equityholders of Omni (“Omni Holders”) will at Closing hold (i) a portion of the Common Equity Consideration in the form of units of Opco designated as “Class B Units” (“Opco Class B Units”) and corresponding Series B Preferred Units (as defined below) and (ii) a portion of the Convertible Preferred Equity Consideration in the form of units of Opco designated as “Series C-2 Preferred Units” (“Opco Series C-2 Preferred Units”).
+Added: Following the Closing, we will operate its business through Opco, which will indirectly hold all of the assets and operations of us and Omni.
+Added: Opco will be governed by an amended and restated limited liability company agreement of Opco (“Opco LLCA”) to be entered into at Closing.
+Added: The portion of the transaction consideration payable to Omni Holders that is Common Equity Consideration will consist of (a) shares of our common stock and (b) Opco Class B Units and corresponding Series B Preferred Units that will be exchangeable at the option of the holders thereof into shares of our common stock pursuant to the Opco LLCA.
+Added: The portion of the transaction consideration payable to the Omni Holders that is Convertible Preferred Equity Consideration will consist of (a) Series C Preferred Units that will automatically convert into shares of our common stock upon the receipt of the Conversion Approval and (b) Opco Series C-2 Preferred Units that will be economically equivalent to the Series C Preferred Units and will automatically convert into Opco Class B Units and corresponding Series B Preferred Units upon receipt of the Conversion Approval pursuant to the Opco LLCA.
+Added: If the Conversion Approval is obtained, the Convertible Preferred Equity Consideration will convert into (i) the Company’s common stock and (ii) Opco Class B Units and corresponding Series B Preferred Units.
+Added: In connection with the Transactions, we have agreed to use its reasonable best efforts to obtain the approval of its shareholders to, among other things, convert the Series C Preferred Units to our common stock in accordance with the listing rules of NASDAQ (the “Conversion Approval”) at the first annual meeting of our shareholders following the Closing.
+Added: If we do not obtain the Conversion Approval at such annual meeting, then, so long as any Series C Preferred Units remain outstanding, we have agreed to continue to use its reasonable best efforts to obtain the Conversion Approval at each annual meeting of shareholders thereafter until the Conversion Approval is obtained.
+Added: We, Opco, Omni Holders and certain other parties will enter into a tax receivable agreement (the “Tax Receivable Agreement”), which sets forth the agreement among the parties regarding the sharing of certain tax benefits realized by us as a result of the Transactions.
+Added: Pursuant to the Tax Receivable Agreement, we will be generally obligated to pay certain Omni Holders 83.5% of (a) the total tax benefit that we realize as a result of increases in tax basis in Opco’s assets resulting from certain actual or deemed distributions and the future exchange of units of Opco for shares of securities of us (or cash) pursuant to the Opco LLCA, (b) certain pre-existing tax attributes of certain Omni Holders that are corporate entities for tax purposes, (c) the tax benefits that we realize from certain tax allocations that correspond to items of income or gain required to be recognized by certain Omni Holders, and (d) other tax benefits attributable to payments under the Tax Receivable Agreement.
+Added: The consummation of the Transactions is subject to customary closing conditions, including the expiration or termination of any waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and there not having occurred with respect to Omni’s business or our business a material adverse effect, subject to certain customary exceptions.
+Added: All approvals required from the Omni Holders have been obtained.
+Added: Neither the Conversion Approval nor the financing are conditions to Closing.
+Added: On September 28, 2023, the waiting period expired under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the Transactions.
We depend heavily upon the availability of adequate diesel fuel supplies, and recently, fuel availability and prices have fluctuated significantly.
5 unchanged sentences
Fuel shortages, changes in fuel prices, and the potential volatility in fuel surcharge revenue may impact our results of operations and overall profitability.
−Removed: Fuel surcharge revenue as a percentage of operating revenues decreased to 15.6% for the quarter ended June 30, 2023 compared to 18.4% for the quarter ended June 30, 2022 as a result of changes in fuel prices.
+Added: Fuel surcharge revenue as a percentage of operating revenues decreased to 16.9% for t he quarter ended September 30, 2023 compared to 17.7% for the quarter ended September 30, 2022 as a result of changes in fuel prices.
Our business is highly susceptible to changes in the economic conditions.
6 unchanged sentences
Like other providers of freight transportation services, our business has been impacted by the macroeconomic conditions of the past year.
−Removed: Industry freight volumes, as measured by the Cass Freight Index, decreased in the second quarter of 2023 compared to the second quarter of 2022.
−Removed: Transportation rates continue to decline as shippers in the United States manage through elevated inventory levels amidst slowing economic growth.
+Added: Industry freight volumes, as measured by the Cass Freight Index, decreased in the third quarter of 2023 compared to the third quarter of 2022.
+Added: Transportation rates continue to decline as carrier capacity during the third quarter of 2023 continued to exceed shipper demand in the United States.
+Added: While recently elevated inventory levels have largely stabilized, shippers continue to closely monitor consumer spending and carefully manage inventory restocking activities.
Consecutive quarters of weak consumer demand have nearly eliminated the challenges from port congestion and transportation equipment shortages.
−Removed: Despite the weak demand, new vessel deliveries continue to add capacity to the market, which suggests excess capacity may persist for several months even though steamship lines continue to rationalize services by reducing capacity where possible.
+Added: Despite the weak demand, new vessel deliveries continue to add capacity to the market, which suggests excess capacity may persist even though steamship lines continue to rationalize services by reducing capacity where possible.
The air freight market has also seen an increase in capacity resulting from increased commercial flight activity to support elevated consumer travel.
−Removed: These trends drove a decline in the volume of freight shipped by our customers in the second quarter of 2023 and is expected to continue into the third quarter of 2023.
+Added: Air freight capacity, however, tighten slightly following the end of the peak summer travel season.
+Added: For Intermodal, a key driver of volumes are imports into the United States, which have declined over several months due to inflation, customer demand and a shift of spending by consumers from goods to services.
+Added: For Truckload, the capacity contraction has created a sustained market of depressed spot market truckload rates with minimal signs of improvement.
+Added: These trends drove a decline in the volume of freight shipped by our customers and placed pressure on rates in an extended freight environment in the third quarter of 2023 and is expected to continue into the fourth quarter of 2023.
Results from Operations
−Removed: The following table sets forth our consolidated financial data for the three months ended June 30, 2023 and 2022 (unaudited and in thousands):
+Added: The following table sets forth our consolidated financial data for the three months ended September 30, 2023 and 2022 (unaudited and in thousands):
Three Months Ended
−Removed: 2023 June 30,
−Removed: 2022 Change Percent Change
+Added: September 30, 2023 September 30, 2022 Change Percent Change
Operating revenues:
24 unchanged sentences
Operating Revenues
−Removed: Operating revenues decreased $113,037, or 21.9%, to $402,182 for the three months ended June 30, 2023 compared to $515,219 for the three months ended June 30, 2022.
+Added: Operating revenues decreased $96,576, or 18.9%, to $413,447 for the three months ended September 30, 2023 compared to $510,023 for the three months ended September 30, 2022.
The decrease was driven primarily by lower revenue from our Expedited Freight segment of $44,289 due to decreased Network and Truckload revenue, and from our Intermodal segment of $52,238.
1 unchanged sentence
Operating Expenses
−Removed: Operating expenses decreased $67,703, or 15.4%, to $371,971 for the three months ended June 30, 2023 compared to $439,674 for the three months ended June 30, 2022.
−Removed: The decrease was primarily driven by a decrease in purchased transportation expense of $57,847 in both our Expedited Freight and Intermodal segments and other operating expenses of $12,951 in our Intermodal segment.
+Added: Operating expenses decreased $40,404, or 9.2%, to $397,954 for the three months ended September 30, 2023 compared to $438,358 for the three months ended September 30, 2022.
+Added: The decrease was primarily driven by a decrease in purchased transportation expense of $38,560 and a decrease in salaries, wages, and employee benefits of $2,596 in both our Expedited Freight and Intermodal segments.
Purchased transportation expense includes our independent contractor fleet owners and owner-operators, who lease their equipment to our motor carrier (“Leased Capacity Providers ”), third-party motor carriers and capacity secured by transportation intermediaries, while Company-employed drivers are included in salaries, wages and employee benefits.
−Removed: Purchased transportation expense primarily decreased due to the utilization of less third-party motor carriers over the same period in the prior year combined with a lower third-party motor carrier cost per mile.
−Removed: Other operating expenses decreased primarily due to lower expenses incurred to support the decreased accessorial revenues in our Intermodal segment, maintenance and repairs, and operating supplies, partially offset by higher contract labor and professional fees.
+Added: Purchased transportation expense primarily decreased due to fewer Network miles drive, Intermodal drayage shipments and Truckload loads moved over the same period in the prior year.
+Added: In addition, we utilized fewer third-party motor carriers over the same period in the prior year combined with a lower third-party motor carrier cost per mile.
+Added: Salaries, wages, and employee benefits decreased primarily due to a decrease in the reserve for incentive compensation, partially offset by an increase in the reserves for group health insurance claims over the same period in 2022.
Income from Operations and Segment Operations
−Removed: Income from continuing operations decreased $45,334, or 60.0%, to $30,211 for the three months ended June 30, 2023 compared to $75,545 for the three months ended June 30, 2022.
−Removed: The decrease was driven by a decrease in income from operations in our Expedited Freight segment of $32,158 and a decrease in our Intermodal segment of $10,937.
+Added: Income from decreased $56,172, or 78.4%, to $15,493 for the three months ended September 30, 2023 compared to $71,665 for the three months ended September 30, 2022.
+Added: The decrease was driven by a decrease in income from operations in our Other Operations of $24,353 and a decrease in our Expedited Freight segment of $19,953.
Interest Expense
−Removed: Interest expense was $2,585 for the three months ended June 30, 2023 compared to $1,193 for the three months ended June 30, 2022.
−Removed: The increase in interest expense was due to a higher variable interest rate during the second quarter of 2023.
−Removed: The weighted-average interest rate on the outstanding borrowings under our credit facility w as 6.32% and 2.14% du ring the three months ended June 30, 2023 and 2022, respectively.
−Removed: The effective tax rate on a continuing basis for the three months ended June 30, 2023 was 27.8% compared to 25.4% for the three months ended June 30, 2022.
−Removed: As a result of the foregoing factors, net income decreased $35,479, or 64.0%, to $19,951 for the three months ended June 30, 2023 compared to $55,430 for the three months ended June 30, 2022.
−Removed: Expedited Freight - Three Months Ended June 30, 2023 compared to Three Months Ended June 30, 2022
−Removed: The following table sets forth the financial data of our Expedited Freight segment for the three months ended June 30, 2023 and 2022 (unaudited and in thousands):
+Added: Interest expense, net was $2,655 for the three months ended September 30, 2023 compared to $1,544 for the three months ended September 30, 2022.
+Added: The increase in interest expense was due to a higher variable interest rate during the third quarter of 2023 on higher borrowings outstanding under the credit facility as compared to the same period in 2022.
+Added: The weighted-average interest rate on the borrowings under our credit facility was 6.62% and 3.33% during the three months ended September 30, 2023 and 2022, respectively.
+Added: The effective tax rate for the three months ended September 30, 2023 was 27.7% compared to 25.7% for the three months ended September 30, 2022.
+Added: As a result of the foregoing factors, net income decreased $42,845, or 82.2%, to $9,288 for the three months ended September 30, 2023 compared to $52,133 for the three months ended September 30, 2022.
+Added: Expedited Freight - Three Months Ended September 30, 2023 compared to Three Months Ended September 30, 2022
+Added: The following table sets forth the financial data of our Expedited Freight segment for the three months ended September 30, 2023 and 2022 (unaudited and in thousands):
Three Months Ended
−Removed: 2023 Percent of Revenue June 30,
−Removed: 2022 Percent of Revenue Change Percent Change
+Added: September 30, 2023 Percent of Revenue September 30, 2022 Percent of Revenue Change Percent Change
Operating revenues:
17 unchanged sentences
Three Months Ended
−Removed: 2023 June 30,
−Removed: 2022 Percent Change
+Added: September 30, 2023 September 30, 2022 Percent Change
Business days 63 64 (1.6) %
17 unchanged sentences
Operating Revenues
−Removed: Expedited Freight operating revenues decreased $70,861, or 17.3%, to $337,996 for the three months ended June 30, 2023 from $408,857 for the three months ended June 30, 2022.
−Removed: The decrease was attributable to decreased Network, Truckload, Final Mile and other revenue.
−Removed: Network revenue decreased due to a 7.7% decrease in tonnage and 7.0% decrease in revenue per hundredweight ex fuel as compared to the same period in the prior year.
−Removed: The decrease in tonnage reflects an increase in weight per shipment of 5.4% on 12.4% fewer number of shipments.
+Added: Expedited Freight operating revenues decreased $44,289, or 11.2%, to $351,346 for the three months ended September 30, 2023 from $395,635 for the three months ended September 30, 2022.
+Added: The decrease was driven by decreased Network, Truckload, and Final Mile revenue.
+Added: Network revenue decreased due to a 1.8% decrease in tonnage and 7.1% decrease in revenue per hundredweight ex fuel as compared to the same period in 2022.
+Added: The decrease in tonnage reflects an increase in weight per shipment of 7.7% on 8.8% fewer shipments.
The decrease in tonnage is due to softer demand for our services driven by the weak freight environment while the increase in weight per shipment was the result of more dense freight in our network driven by a change in the mix of services provided to customers.
Fuel surcharge revenue decreased $9,270, or 15.3% as a result of the decline in the average price of fuel and a decrease in tonnage in the Network.
−Removed: Truckload and Final Mile revenue decreased $19,712 and $4,468, respectively, primarily due to softer demand for our services driven by the weak freight environment.
−Removed: Other revenue, which includes warehousing and terminal handling, decreased $571 as a result of fewer shipments.
+Added: Truckload and Final Mile revenue decreased $16,807 and $4,351, respectively, primarily due to challenged market demand for our services driven by an extended weak freight environment.
+Added: Other revenue, which includes accessorial revenue, warehousing and terminal handling, increased $374.
Purchased Transportation
−Removed: Expedited Freight purchased transportation decreased $48,777, or 22.9%, to $163,798 for the three months ended June 30, 2023 from $212,575 for the three months ended June 30, 2022.
−Removed: Purchased transportation was 48.5% of Expedited Freight operating revenues for the three months ended June 30, 2023 compared to 52.0% for the same period in 2022.
+Added: Expedited Freight purchased transportation decreased $28,873, or 14.4%, to $171,910 for the three months ended September 30, 2023 from $200,783 for the three months ended September 30, 2022.
+Added: Purchased transportation was 48.9% of Expedited Freight operating revenues for the three months ended September 30, 2023 compared to 50.7% for the same period in 2022.
Expedited Freight purchased transportation includes Leased Capacity Providers and third-party motor carriers and transportation intermediaries, while Company-employed drivers are included in salaries, wages and employee benefits.
The decrease in purchased transportation was primarily due to lower volumes in Network, Truckload, and Final Mile and the change in the mix of freight capacity purchased from Leased Capacity Providers, third-party motor carriers and transportation intermediaries and Company-employed drivers for Network and Truckload services.
−Removed: For the three months ended June 30, 2023, we purchased 62.1%, 32.7% and 5.3% of our freight capacity from Leased Capacity Providers, third-party motor carriers and transportation intermediaries and Company-employed drivers, respectively.
+Added: For the three months ended September 30, 2023, we purchased 62.4%, 32.5% and 5.1% of our freight capacity from Leased Capacity Providers, third-party motor carriers and transportation intermediaries and Company-employed drivers, respectively.
This compares to 68.3%, 28.1% and 3.6% in the same period in 2022.
Salaries, Wages and Employee Benefits
−Removed: Expedited Freight salaries, wages and employee benefits increased $863, or 1.2%, to $70,360 for the three months ended June 30, 2023 from $69,497 for the three months ended June 30, 2022.
−Removed: Salaries, wages and employee benefits were 20.8% of Expedited Freight operating revenues for the three months ended June 30, 2023 compared to 17.0% for the same period in 2022.
−Removed: The increase in salaries, wages and employee benefits expense was due to incremental Company drivers hired in the second quarter of 2023 and an increase in salaries and wages, partially offset by a decreased reserve for incentive compensation as compared to the same period in 2022.
+Added: Expedited Freight salaries, wages and employee benefits decreased $2,075, or 2.9%, to $69,468 for the three months ended September 30, 2023 from $71,543 for the three months ended September 30, 2022.
+Added: Salaries, wages and employee benefits were 19.8% of Expedited Freight operating revenues for the three months ended September 30, 2023 compared to 18.1% for the same period in 2022.
+Added: The decrease in salaries, wages and employee benefits expense was primarily due to a decrease in the reserve for incentive compensation, partially offset by incremental Company drivers hired in the first half of 2023 and an increase in salaries and wages as compared to the same period in 2022.
Operating Leases
−Removed: Expedited Freight operating leases increased $3,556, or 22.3%, to $19,489 for the three months ended June 30, 2023 from $15,933 for the three months ended June 30, 2022.
−Removed: Operating leases were 5.8% of Expedited Freight operating revenues for the three months ended June 30, 2023 compared to 3.9% for the same period in 2022.
−Removed: The increase in operating lease expense was primarily due to higher facility expense as a result of new locations in the second quarter of 2023 as compared to the same period in 2022.
+Added: Expedited Freight operating leases increased $1,699, or 10.7%, to $17,518 for the three months ended September 30, 2023 from $15,819 for the three months ended September 30, 2022.
+Added: Operating leases were 5.0% of Expedited Freight operating revenues for the three months ended September 30, 2023 compared to 4.0% for the same period in 2022.
+Added: The increase in operating lease expense was primarily due to higher facility expense as a result of new locations added in the first half of 2023 and higher facility costs in the third quarter of 2023 as compared to the same period in 2022.
Depreciation and Amortization
−Removed: Expedited Freight depreciation and amortization increased $1,890, or 24.2%, to $9,707 for the three months ended June 30, 2023 from $7,817 for the three months ended June 30, 2022.
−Removed: Depreciation and amortization was 2.9% of Expedited Freight operating revenues for the three months ended June 30, 2023 compared to 1.9% for the same period in 2022.
−Removed: The increase in depreciation and amortization expense was primarily due to an increase in equipment depreciation in the second quarter of 2023 as compared to the same period in 2022.
+Added: Expedited Freight depreciation and amortization increased $2,179, or 26.8%, to $10,319 for the three months ended September 30, 2023 from $8,140 for the three months ended September 30, 2022.
+Added: Depreciation and amortization was 2.9% of Expedited Freight operating revenues for the three months ended September 30, 2023 compared to 2.1% for the same period in 2022.
+Added: The increase in depreciation and amortization expense was primarily due to an increase in equipment depreciation in the third quarter of 2023 as compared to the same period in 2022 as the result of purchasing and placing in service new equipment in 2023.
Insurance and Claims
−Removed: Expedited Freight insurance and claims increased $2,392, or 28.8%, to $10,703 for the three months ended June 30, 2023 from $8,311 for the three months ended June 30, 2022.
−Removed: Insurance and claims was 3.2% of Expedited Freight operating revenues for the three months ended June 30, 2023 compared to 2.0% for the same period in 2022.
−Removed: The increase in insurance and claims expense was primarily due to an increase in vehicle liability claims and equipment repairs in the second quarter of 2023 as compared to the same period in 2022 .
+Added: Expedited Freight insurance and claims increased $994, or 10.8%, to $10,190 for the three months ended September 30, 2023 from $9,196 for the three months ended September 30, 2022.
+Added: Insurance and claims was 2.9% of Expedited Freight operating revenues for the three months ended September 30, 2023 compared to 2.3% for the same period in 2022.
+Added: The increase in insurance and claims expense was primarily due to an increase in equipment repair claims in the third quarter of 2023 as compared to the same period in 2022.
See additional discussion over the consolidated change in self-insurance reserves in the “Other Operations ” section below.
−Removed: Expedited Freight fuel expense decreased $646, or 20.0%, to $2,583 for the three months ended June 30, 2023 from $3,229 for the three months ended June 30, 2022.
−Removed: Fuel expense was 0.8% of Expedited Freight operating revenues for the three months ended June 30, 2023 compared to 0.8% and for the same period in 2022.
−Removed: Expedited Freight fuel expense decreased due to a decrease in the average price of fuel, partially offset by additional miles driven by Company-employed drivers in the second quarter of 2023 as compared to the same period in 2022.
+Added: Expedited Freight fuel expense increased $153, or 5.3%, to $3,026 for the three months ended September 30, 2023 from $2,873 for the three months ended September 30, 2022.
+Added: Fuel expense was 0.9% of Expedited Freight operating revenues for the three months ended September 30, 2023 compared to 0.7% and for the same period in 2022.
+Added: Expedited Freight fuel expense increased due to additional miles driven by Company-employed drivers, partially offset by a decrease in the average price of fuel in the third quarter of 2023 as compared to the same period in 2022.
Other Operating Expenses
−Removed: Expedited Freight other operating expenses increased $2,019, or 7.1%, to $30,407 for the three months ended June 30, 2023 from $28,388 for the three months ended June 30, 2022.
−Removed: Other operating expenses were 9.0% of Expedited Freight operating revenues for the three months ended June 30, 2023 compared to 7.0% for the same period in 2022.
−Removed: Other operating expenses include equipment maintenance, facility expenses, legal and professional fees, and other over-the-road costs.
−Removed: The increase in other operating expenses was primarily driven by an increase in contract labor, software license fees and professional fees, partially offset by a decrease in operating supplies in the second quarter of 2023 as compared to the same period in 2022.
+Added: Expedited Freight other operating expenses increased $1,587, or 5.1%, to $32,564 for the three months ended September 30, 2023 from $30,977 for the three months ended September 30, 2022.
+Added: Other operating expenses were 9.3% of Expedited Freight operating revenues for the three months ended September 30, 2023 compared to 7.8% for the same period in 2022.
+Added: Other operating expenses include contract labor, equipment maintenance, facility expenses, legal and professional fees, and other over-the-road costs.
+Added: The increase in other operating expenses was primarily driven by an increase in software license and subscription fees, professional fees, and bad debt expense, partially offset by a decrease in maintenance and repair expense, outside services, and contract labor in the third quarter of 2023 as compared to the same period in 2022.
Income from Operations
−Removed: Expedited Freight income from operations decreased $32,158, or 51.0%, to $30,949 for the three months ended June 30, 2023 compared to $63,107 for the three months ended June 30, 2022.
−Removed: Income from operations was 9.2% of Expedited Freight operating revenues for the three months ended June 30, 2023 compared to 15.4% for the same period in 2022.
+Added: Expedited Freight income from operations decreased $19,953, or 35.4%, to $36,351 for the three months ended September 30, 2023 compared to $56,304 for the three months ended September 30, 2022.
+Added: Income from operations was 10.3% of Expedited Freight operating revenues for the three months ended September 30, 2023 compared to 14.2% for the same period in 2022.
The decrease in income from operations as a percentage of operating revenues was driven by decreased tonnage and revenue per hundredweight ex fuel combined with lower fuel surcharge revenue, partially offset by the change in the mix of freight capacity purchased from Leased Capacity Providers, third-party motor carriers and transportation intermediaries and Company-employed drivers for Network and Truckload.
−Removed: Intermodal - Three Months Ended June 30, 2023 compared to Three Months Ended June 30, 2022
−Removed: The following table sets forth the financial data of our Intermodal segment for the three months ended June 30, 2023 and 2022 (unaudited and in thousands):
+Added: Intermodal - Three Months Ended September 30, 2023 compared to Three Months Ended September 30, 2022
+Added: The following table sets forth the financial data of our Intermodal segment for the three months ended September 30, 2023 and 2022 (unaudited and in thousands):
Three Months Ended
−Removed: 2023 Percent of Revenue June 30,
−Removed: 2022 Percent of Revenue Change Percent Change
+Added: September 30, 2023 Percent of Revenue September 30, 2022 Percent of Revenue Change Percent Change
Operating revenues $ 62,183 100.0 % $ 114,421 100.0 % $ (52,238) (45.7) %
11 unchanged sentences
Three Months Ended
−Removed: 2023 June 30,
−Removed: 2022 Percent Change
+Added: September 30, 2023 September 30, 2022 Percent Change
Drayage shipments 68,576 89,236 (23.2) %
1 unchanged sentence
Operating Revenues
−Removed: Intermodal operating revenues decreased $42,160, or 39.6%, to $64,251 for the three months ended June 30, 2023 from $106,411 for the three months ended June 30, 2022.
−Removed: The decrease in operating revenues was primarily attributable to a 28.2% decrease in drayage shipments as well as a decrease in drayage revenue per shipment of 16.9% over the same period in 2022.
−Removed: The decrease in drayage revenue per shipment was driven by a weaker freight environment and lower accessorial revenue to support customers in the second quarter of 2023 as compared to the same period in 2022.
+Added: Intermodal operating revenues decreased $52,238, or 45.7%, to $62,183 for the three months ended September 30, 2023 from $114,421 for the three months ended September 30, 2022.
+Added: The decrease in operating revenues was primarily due to a 23.2% decrease in drayage shipments and a decrease in drayage revenue per shipment of 31.6% as compared to the same period in 2022.
+Added: The decrease in drayage shipments and lower accessorial revenues to support customers was primarily due to challenged market demand for our services driven by an extended weak freight environment in the third quarter of 2023 as compared to the same period in 2022.
+Added: In addition, fuel surcharge revenue decreased $7,007, or 44.9%, as a result of the decline in the average price of fuel.
Purchased Transportation
−Removed: Intermodal purchased transportation decreased $9,054, or 33.6%, to $17,909 for the three months ended June 30, 2023 from $26,963 for the three months ended June 30, 2022.
−Removed: Purchased transportation was 27.9% of Intermodal operating revenues for the three months ended June 30, 2023 compared to 25.3% for the same period in 2022.
−Removed: Intermodal purchased transportation includes Leased Capacity Providers, third-party motor carriers, while Company-employed drivers are included in salaries, wages and employee benefits.
−Removed: The decrease in purchased transportation costs was primarily due to fewer drayage shipments and the change in the mix of freight capacity purchased from Leased Capacity Providers, third-party motor carriers and Company-employed drivers.
+Added: Intermodal purchased transportation decreased $9,665, or 33.8%, to $18,945 for the three months ended September 30, 2023 from $28,610 for the three months ended September 30, 2022.
+Added: Purchased transportation was 30.5% of Intermodal operating revenues for the three months ended September 30, 2023 compared to 25.0% for the same period in 2022.
+Added: Intermodal purchased transportation includes Leased Capacity Providers and third-party motor carriers, while Company-employed drivers are included in salaries, wages and employee benefits.
+Added: The decrease in purchased transportation was primarily due to fewer drayage shipments and the change in the mix of freight capacity purchased from Leased Capacity Providers, third-party motor carriers and Company-employed drivers compared to the same period in 2022.
Salaries, Wages and Employee Benefits
−Removed: Intermodal salaries, wages and employee benefits decreased $2,181, or 11.6%, to $16,650 for the three months ended June 30, 2023 compared to $18,831 for the three months ended June 30, 2022.
−Removed: Salaries, wages and employee benefits were 25.9% of Intermodal operating revenues for the three months ended June 30, 2023 compared to 17.7% for the same period in 2022.
−Removed: The decrease in salaries, wages and employee benefits expense was primarily due to fewer employees in response to the lower volumes, partially offset by higher salaries and wages as compared to the same period in 2022.
+Added: Intermodal salaries, wages and employee benefits decreased $1,827, or 10.2%, to $16,118 for the three months ended September 30, 2023 compared to $17,945 for the three months ended September 30, 2022.
+Added: Salaries, wages and employee benefits were 25.9% of Intermodal operating revenues for the three months ended September 30, 2023 compared to 15.7% for the same period in 2022.
+Added: The decrease in salaries, wages and employee benefits expense was primarily due to a decreased reserve for incentive compensation and fewer Company-employed drivers in response to the lower volumes, partially offset by higher salaries and wages as compared to the same period in 2022.
Operating Leases
−Removed: Intermodal operating leases decreased $831, or 11.0%, to $6,695 for the three months ended June 30, 2023 compared to $7,526 for the three months ended June 30, 2022.
−Removed: Operating leases were 10.4% of Intermodal operating revenues for the three months ended June 30, 2023 compared to 7.1% for the same period in 2022.
−Removed: The decrease in operating leases expense was primarily due to lower equipment lease expense in the second quarter of 2023 as compared to the same period in 2022.
+Added: Intermodal operating leases decreased $4,002, or 43.8%, to $5,144 for the three months ended September 30, 2023 compared to $9,146 for the three months ended September 30, 2022.
+Added: Operating leases were 8.3% of Intermodal operating revenues for the three months ended September 30, 2023 compared to 8.0% for the same period in 2022.
+Added: The decrease in operating leases expense was primarily due to lower equipment lease expense incurred to support the decreased accessorial revenues in the third quarter of 2023 as compared to the same period in 2022.
Depreciation and Amortization
−Removed: Intermodal depreciation and amortization increased $1,090, or 29.3%, to $4,806 for the three months ended June 30, 2023 from $3,716 for the three months ended June 30, 2022.
−Removed: Depreciation and amortization was 7.5% of Intermodal operating revenues for the three months ended June 30, 2023 compared to 3.5% for the same period in 2022 .
+Added: Intermodal depreciation and amortization increased $1,058, or 25.6%, to $5,187 for the three months ended September 30, 2023 from $4,129 for the three months ended September 30, 2022.
+Added: Depreciation and amortization was 8.3% of Intermodal operating revenues for the three months ended September 30, 2023 compared to 3.6% for the same period in 2022 .
The increase in depreciation and amortization expense was primarily due to the additional depreciation and amortization expense as a result of the equipment and intangible assets acquired in connection with the acquisitions completed in 2022.
Insurance and Claims
−Removed: Intermodal insurance and claims increased $477, or 20.4%, to $2,815 for the three months ended June 30, 2023 from $2,338 for the three months ended June 30, 2022.
−Removed: Insurance and claims were 4.4% of Intermodal operating revenues for the three months ended June 30, 2023 compared to 2.2% for the same period in 2022.
−Removed: The increase in insurance and claims expense was primarily due to an increase in vehicle liability claims and equipment repairs during the second quarter of 2023 as compared to the same period in 2022.
+Added: Intermodal insurance and claims increased $517, or 23.1%, to $2,758 for the three months ended September 30, 2023 from $2,241 for the three months ended September 30, 2022.
+Added: Insurance and claims were 4.4% of Intermodal operating revenues for the three months ended September 30, 2023 compared to 2.0% for the same period in 2022.
+Added: The increase in insurance and claims expense was primarily due to an increase in vehicle liability claims and equipment repair claims during the third quarter of 2023 as compared to the same period in 2022.
See additional discussion over the consolidated change in self-insurance reserves in the “Other Operations ” section below.
−Removed: Intermodal fuel expense decreased $2,393, or 47.1%, to $2,691 for the three months ended June 30, 2023 from $5,084 for the three months ended June 30, 2022.
−Removed: Fuel expense was 4.2% of Intermodal operating revenues for the three months ended June 30, 2023 compared to 4.8% for the same period in 2022.
−Removed: Intermodal fuel expense decreased due to fewer miles driven by Company-employed drivers in the second quarter of 2023 and a decrease in the average price of fuel as compared to the same period in 2022.
+Added: Intermodal fuel expense decreased $1,007, or 25.8%, to $2,892 for the three months ended September 30, 2023 from $3,899 for the three months ended September 30, 2022.
+Added: Fuel expense was 4.7% of Intermodal operating revenues for the three months ended September 30, 2023 compared to 3.4% for the same period in 2022.
+Added: Intermodal fuel expense decreased due to fewer miles driven by Company-employed drivers and a decrease in the average price of fuel in the third quarter of 2023 as compared to the same period in 2022.
Other Operating Expenses
−Removed: Intermodal other operating expenses decreased $18,331, or 68.6%, to $8,373 for the three months ended June 30, 2023 from $26,704 for the three months ended June 30, 2022.
−Removed: Other operating expenses were 13.0% of Intermodal operating revenues for the three months ended June 30, 2023 compared to 25.1% for the same period in 2022.
−Removed: Other operating expenses include equipment maintenance, facility expenses, legal and professional fees, and accessorial storage costs.
−Removed: The decrease in Intermodal other operating expenses was driven by lower accessorial storage costs incurred to support the decreased accessorial revenues, partially offset by higher contract labor in the second quarter of 2023 as compared to the same period in 2022.
+Added: Intermodal other operating expenses decreased $25,446, or 79.9%, to $6,395 for the three months ended September 30, 2023 from $31,841 for the three months ended September 30, 2022.
+Added: Other operating expenses were 10.3% of Intermodal operating revenues for the three months ended September 30, 2023 compared to 27.8% for the same period in 2022.
+Added: Other operating expenses include contract labor, equipment maintenance, facility expenses, legal and professional fees, and accessorial storage costs.
+Added: The decrease in other operating expenses was driven by lower accessorial storage costs incurred to support the decreased accessorial revenues, maintenance and repair expense, and professional fees, partially offset by higher software license and subscription fees in the third quarter of 2023 as compared to the same period in 2022.
Income from Operations
−Removed: Intermodal income from operations decreased $10,937, or 71.7%, to $4,312 for the three months ended June 30, 2023 compared to $15,249 for the three months ended June 30, 2022.
−Removed: Income from operations was 6.7% of Intermodal operating revenues for the three months ended June 30, 2023 compared to 14.3% for the same period in 2022.
−Removed: The decrease in income from operations as a percentage of operating revenues was driven by decreased drayage revenue per shipment on fewer drayage shipments and a change in mix of freight capacity purchased from Leased Capacity Providers, third-party motor carriers, while Company-employed drivers..
−Removed: Other Operations - Three Months Ended June 30, 2023 compared to Three Months Ended June 30, 2022
−Removed: Other operations included a $5,050 operating loss during the three months ended June 30, 2023 compared to an $2,811 operating loss during the three months ended June 30, 2022.
−Removed: The change in the operating loss was driven by professional fees incurred for non-recurring strategic initiatives, an increase in the reserves for group health insurance claims and workers compensation claims, partially offset by the reversal of an accrual for an incentive program established for certain employees in 2021, and a decrease in the reserves for vehicle liability claims, legal reserves and bad debt expense related to other receivables.
−Removed: The decrease in the self-insurance reserves for vehicle liability claims was due to the favorable loss development factor of historical claims.
+Added: Intermodal income from operations decreased $11,866, or 71.4%, to $4,744 for the three months ended September 30, 2023 compared to $16,610 for the three months ended September 30, 2022.
+Added: Income from operations was 7.6% of Intermodal operating revenues for the three months ended September 30, 2023 compared to 14.5% for the same period in 2022.
+Added: The decrease in income from operations as a percentage of operating revenues was driven by lower drayage revenue per shipment on fewer drayage shipments, partially offset by the a change in mix of freight capacity purchased from Leased Capacity Providers, third-party motor carriers, and Company-employed drivers.
+Added: Other Operations - Three Months Ended September 30, 2023 compared to Three Months Ended September 30, 2022
+Added: Other operations included a $25,602 operating loss during the three months ended September 30, 2023 compared to an $1,249 operating loss during the three months ended September 30, 2022.
+Added: The change in the operating loss was primarily driven by $22,371 of professional fees incurred for due diligence and transaction costs incurred in connection with the acquisition of Omni, an increase in the reserves for group health insurance claims, and an increase in the reserves for vehicle liability claims.
+Added: The increase in the self-insurance reserves for vehicle liability claims was due to the unfavorable loss development factor of historical claims.
Results from Operations
−Removed: The following table sets forth our consolidated financial data for the six months ended June 30, 2023 and 2022 (unaudited and in thousands):
−Removed: Six Months Ended
−Removed: 2023 June 30,
−Removed: 2022 Change Percent Change
+Added: The following table sets forth our consolidated financial data for the nine months ended September 30, 2023 and 2022 (unaudited and in thousands):
+Added: Nine Months Ended
+Added: September 30, 2023 September 30, 2022 Change Percent Change
Operating revenues:
24 unchanged sentences
Operating Revenues
−Removed: Operating revenues decreased $152,932, or 15.6% to $829,248 for the six months ended June 30, 2023 compared to $982,180 for the six months ended June 30, 2022.
+Added: Operating revenues decreased $249,508, or 16.7% to $1,242,695 for the nine months ended September 30, 2023 compared to $1,492,203 for the nine months ended September 30, 2022.
The decrease was primarily driven by lower revenue from our Expedited Freight segment revenue of $152,807 due to decreased Network and Truckload revenue, and from our Intermodal segment of $96,669, The results for our two reportable segments are discussed in detail in the following sections.
Operating Expenses
−Removed: Operating expenses decreased $100,756, or 11.9%, to $748,528 for the six months ended June 30, 2023 compared to $849,284 for the six months ended June 30, 2022.
+Added: Operating expenses decreased $141,160, or 11.0%, to $1,146,482 for the nine months ended September 30, 2023 compared to $1,287,642 for the nine months ended September 30, 2022.
The decrease was primarily driven by an decrease in purchased transportation expense of $136,022 in both our Expedited Freight and Intermodal segments.
Purchased transportation expense includes our Leased Capacity Providers, third-party motor carriers and capacity secured by transportation intermediaries, while Company-employed drivers are included in salaries, wages and employee benefits.
−Removed: Purchased transportation expense primarily decreased due to the utilization of less third-party motor carriers over the same period in the prior year combined with a lower third-party motor carrier cost per mile.
+Added: Purchased transportation expense primarily decreased due to fewer Network miles driven, Intermodal drayage shipments and Truckload loads moved over the same period in the prior year.
+Added: In addition, we utilized fewer third-party motor carriers over the same period in the prior year combined with a lower third-party motor carrier cost per mile.
Income from Operations and Segment Operations
−Removed: Income from operations decreased $52,176, or 39.3%, to $80,720 for the six months ended June 30, 2023 compared to $132,896 for the six months ended June 30, 2022.
−Removed: The decrease was primarily driven by a decrease in income from operations in our Expedited Freight segment of $46,840 and a decrease in our Intermodal segment of $10,880.
+Added: Income from operations decreased $108,348, or 53.0%, to $96,213 for the nine months ended September 30, 2023 compared to $204,561 for the nine months ended September 30, 2022.
+Added: The decrease was primarily driven by a decrease in income from operations in our Expedited Freight segment of $66,793, in our Intermodal segment of $22,746, and in Other Operations of $18,809.
Interest Expense
−Removed: Interest expense was $4,940 for the six months ended June 30, 2023 compared to $1,977 for the six months ended June 30, 2022.
−Removed: The increase in interest expense was due to higher borrowings outstanding under our credit facility and higher variable interest rates during the six months ended June 30, 2023, The interest rate on the outstanding borrowings under our credit facility was 6.05% and 1.80% during the six months ended June 30, 2023 and 2022, respectively.
−Removed: The effective tax rate on a continuing basis for the six months ended June 30, 2023 was 25.7% compared to a rate of 25.1% for the six months ended June 30, 2022.
−Removed: As a result of the foregoing factors, net income decreased $41,797, or 42.6%, to $56,319 for the six months ended June 30, 2023 compared to $98,116 for the six months ended June 30, 2022.
−Removed: Expedited Freight - Six Months Ended June 30, 2023 compared to Six Months Ended June 30, 2022
−Removed: The following table sets forth the financial data of our Expedited Freight segment for the six months ended June 30, 2023 and 2022:
+Added: Interest expense, net was $7,595 for the nine months ended September 30, 2023 compared to $3,521 for the nine months ended September 30, 2022.
+Added: The increase in interest expense was due to higher variable interest rates during the nine months ended September 30, 2023 on higher borrowings outstanding under credit facility as compared to the same period in 2022.
+Added: The weighted-average interest rate on the borrowings under our credit facility was 6.24% and 2.27% during the nine months ended September 30, 2023 and 2022, respectively.
+Added: The effective tax rate for the nine months ended September 30, 2023 was 26.0% compared to a rate of 25.3% for the nine months ended September 30, 2022.
+Added: As a result of the foregoing factors, net income decreased $84,642, or 56.3%, to $65,607 for the nine months ended September 30, 2023 compared to $150,249 for the nine months ended September 30, 2022.
+Added: Expedited Freight - Nine Months Ended September 30, 2023 compared to Nine Months Ended September 30, 2022
+Added: The following table sets forth the financial data of our Expedited Freight segment for the nine months ended September 30, 2023 and 2022:
Expedited Freight Segment Information
(unaudited and in thousands)
−Removed: Six Months Ended
−Removed: 2023 Percent of Revenue June 30,
−Removed: 2022 Percent of Revenue Change Percent Change
+Added: Nine Months Ended
+Added: September 30, 2023 Percent of Revenue September 30, 2022 Percent of Revenue Change Percent Change
Operating revenues:
16 unchanged sentences
Expedited Freight Operating Statistics
−Removed: Six Months Ended
−Removed: 2023 June 30,
−Removed: 2022 Percent Change
+Added: Nine Months Ended
+Added: September 30, 2023 September 30, 2022 Percent Change
Business days 191 192 (0.5) %
17 unchanged sentences
Operating Revenues
−Removed: Expedited Freight operating revenues decreased $108,518, or 13.8%, to $676,930 for the six months ended June 30, 2023 from $785,448 for the six months ended June 30, 2022.
−Removed: The decrease was primarily attributable to decreased Network, Truckload and Final Mile revenue.
−Removed: Network revenue decreased due to a 10.0% decrease in tonnage, a 10.5% decrease in shipments and a 3.9% decrease in revenue per hundredweight as compared to the prior year.
−Removed: The decrease in tonnage reflects an increase in weight per shipment of 0.6%, on 10.5% fewer number of shipments.
−Removed: The decrease in tonnage is due to softer demand for our services driven by the weak freight environment, while the increase in weight per shipment was the result of more dense freight in our network driven by a change in the mix of services provided to customers.
−Removed: Fuel surcharge revenue decreased $21,195, or 18.5% as a result of the decline in the average price of fuel and a decrease in the Network tonnage.
−Removed: Truckload and Final Mile revenue decreased $33,876 and $869, primarily due to softer demand for our services driven by the weak freight environment.
−Removed: Other revenue, which includes warehousing and terminal handling, increased $106.
+Added: Expedited Freight operating revenues decreased $152,807, or 12.9%, to $1,028,276 for the nine months ended September 30, 2023 from $1,181,083 for the nine months ended September 30, 2022.
+Added: The decrease was driven by decreased Network, Truckload and Final Mile revenue.
+Added: Network revenue decreased due to a 7.3% decrease in tonnage and 5.0% decrease in revenue per hundredweight ex fuel as compared to the same period in the prior year.
+Added: The decrease in tonnage reflects an increase in weight per shipment of 3.0% on 9.9% fewer shipments.
+Added: The decrease in tonnage is due to softer market demand for our services driven by an extended weak freight environment while the increase in weight per shipment was the result of more dense freight in our network driven by a change in the mix of services provided to customers.
+Added: Fuel surcharge revenue decreased $30,465, or 17.4% as a result of the decline in the average price of fuel and a decrease in tonnage in the Network.
+Added: Truckload and Final Mile revenue decreased $50,683 and $5,220, primarily due to challenged market demand for our services driven by an extended weak freight environment.
+Added: Other revenue, which includes accessorial revenue, warehousing and terminal handling, increased $480.
Purchased Transportation
−Removed: Expedited Freight purchased transportation decreased $83,571, or 20.3%, to $329,038 for the six months ended June 30, 2023 from $412,609 for the six months ended June 30, 2022.
−Removed: Purchased transportation was 48.6% of Expedited Freight operating revenue for the six months ended June 30, 2023 compared to 52.5% for the same period in 2022.
+Added: Expedited Freight purchased transportation decreased $112,444, or 18.3%, to $500,948 for the nine months ended September 30, 2023 from $613,392 for the nine months ended September 30, 2022.
+Added: Purchased transportation was 48.7% of Expedited Freight operating revenue for the nine months ended September 30, 2023 compared to 51.9% for the same period in 2022.
Expedited Freight purchased transportation includes Leased Capacity Providers and third-party motor carriers and transportation intermediaries, while Company-employed drivers are included in salaries, wages and employee benefits.
−Removed: The decrease in purchased transportation was primarily due to lower volumes in the Network, Truckload and Final Mile tonnage and the change in the mix of freight capacity purchased from Leased Capacity Providers, third-party motor carriers and transportation intermediaries and Company-employed drivers for Network and Truckload services.
−Removed: For the six months ended June 30, 2023, we purchased 66.5%, 28.8% and 4.7% of our freight capacity from Leased Capacity Providers, third-party motor carriers and transportation intermediaries and Company-employed drivers, respectively.
+Added: The decrease in purchased transportation was primarily due to lower volumes in the Network, Truckload and Final Mile and the change in the mix of freight capacity purchased from Leased Capacity Providers, third-party motor carriers and transportation intermediaries and Company-employed drivers for Network and Truckload services.
+Added: For the nine months ended September 30, 2023, we purchased 65.1%, 30.1% and 4.8% of our freight capacity from Leased Capacity Providers, third-party motor carriers and transportation intermediaries and Company-employed drivers, respectively.
This compares to 65.7%, 30.9% and 3.4% in the same period in 2022.
Salaries, Wages, and Employee Benefits
−Removed: Expedited Freight salaries, wages and employee benefits increased $1,434, or 1.0%, to $139,151 for the six months ended June 30, 2023 from $137,717 for the six months ended June 30, 2022.
−Removed: Salaries, wages and employee benefits were 20.6% of Expedited Freight operating revenues for the six months ended June 30, 2023 compared to 17.5% for the same period in 2022.
−Removed: The increase in salaries, wages and employee benefits expense was primarily due to the additional employees from the Land Air Express, LLC acquisition, incremental company drivers hired in 2023, and an increase in salaries and wages, partially offset by a decreased reserve for incentive compensation as compared to the same period in 2022.
+Added: Expedited Freight salaries, wages and employee benefits decreased $640, or 0.3%, to $208,619 for the nine months ended September 30, 2023 from $209,259 for the nine months ended September 30, 2022.
+Added: Salaries, wages and employee benefits were 20.3% of Expedited Freight operating revenues for the nine months ended September 30, 2023 compared to 17.7% for the same period in 2022.
+Added: The decrease in salaries, wages and employee benefits expense was primarily due to a decrease in the reserve for incentive compensation, partially offset by incremental Company drivers hired in the first half of 2023 and an increase in salaries and wages compared to the same period in 2022.
Operating Leases
−Removed: Expedited Freight operating leases increased $6,738, or 21.3%, to $38,402 for the six months ended June 30, 2023 from $31,664 for the six months ended June 30, 2022.
−Removed: Operating leases were 5.7% of Expedited Freight operating revenues for the six months ended June 30, 2023 compared to 4.0% for the same period in 2022.
−Removed: The increase in operating leases expense was primarily due to higher facility expense as a result of new locations for the six months ended June 30, 2023, as compared to the same period in 2022.
+Added: Expedited Freight operating leases increased $8,437, or 17.8%, to $55,920 for the nine months ended September 30, 2023 from $47,483 for the nine months ended September 30, 2022.
+Added: Operating leases were 5.4% of Expedited Freight operating revenues for the nine months ended September 30, 2023 compared to 4.0% for the same period in 2022.
+Added: The increase in operating leases expense was primarily due to higher facility expense as a result of new locations added in the first half of 2023 and higher facility costs for the nine months ended September 30, 2023, as compared to the same period in 2022.
Depreciation and Amortization
−Removed: Expedited Freight depreciation and amortization increased $3,298, or 21.6%, to $18,596 for the six months ended June 30, 2023 from $15,298 for the six months ended June 30, 2022.
−Removed: Depreciation and amortization was 2.7% of Expedited Freight operating revenues for the six months ended June 30, 2023 compared to 1.9% for the same period in 2022.
−Removed: The increase in depreciation and amortization expense was primarily due to an increase in equipment depreciation expense for he six months ended June 30, 2023, as compared to the same period in 2022.
+Added: Expedited Freight depreciation and amortization increased $5,477, or 23.4%, to $28,915 for the nine months ended September 30, 2023 from $23,438 for the nine months ended September 30, 2022.
+Added: Depreciation and amortization was 2.8% of Expedited Freight operating revenues for the nine months ended September 30, 2023 compared to 2.0% for the same period in 2022.
+Added: The increase in depreciation and amortization expense was primarily due to an increase in equipment depreciation expense for the nine months ended September 30, 2023 as compared to the same period in 2022 as the result of purchasing and placing in service new equipment in 2023.
Insurance and Claims
−Removed: Expedited Freight insurance and claims increased $3,384, or 19.8%, to $20,446 for the six months ended June 30, 2023 from $17,062 for the six months ended June 30, 2022.
−Removed: Insurance and claims were 3.0% of Expedited Freight operating revenues for the six months ended June 30, 2023 compared to 2.2% for the same period in 2022.
−Removed: The increase in insurance and claims expense was primarily due to an increase in vehicle liability claims and equipment repairs, partially offset by a decrease in cargo claims for the six months ended June 30, 2023 as compared to the same period in 2022.
+Added: Expedited Freight insurance and claims increased $4,378, or 16.7%, to $30,636 for the nine months ended September 30, 2023 from $26,258 for the nine months ended September 30, 2022.
+Added: Insurance and claims were 3.0% of Expedited Freight operating revenues for the nine months ended September 30, 2023 compared to 2.2% for the same period in 2022.
+Added: The increase in insurance and claims expense was primarily due to an increase in vehicle liability claims, equipment repair claims, and insurance premiums, partially offset by a decrease in cargo claims for the nine months ended September 30, 2023 as compared to the same period in 2022.
See additional discussion over the consolidated change in self-insurance reserves in the “Other Operations ” section below.
−Removed: Expedited Freight fuel expense decreased $685, or 11.7%, to $5,194 for the six months ended June 30, 2023 from $5,879 for the six months ended June 30, 2022.
−Removed: Fuel expense was 0.8% of Expedited Freight operating revenues for the six months ended June 30, 2023 compared to 0.7% for the same period in 2022.
−Removed: Expedited Freight fuel expense decreased due to decrease in the average price of fuel, partially offset by additional miles driven by Company-employed drivers for the six months ended June 30, 2023 as compared to the same period in 2022.
+Added: Expedited Freight fuel expense decreased $532, or 6.1%, to $8,220 for the nine months ended September 30, 2023 from $8,752 for the nine months ended September 30, 2022.
+Added: Fuel expense was 0.8% of Expedited Freight operating revenues for the nine months ended September 30, 2023 compared to 0.7% for the same period in 2022.
+Added: Expedited Freight fuel expense decreased due to a decrease in the average price of fuel, partially offset by additional miles driven by Company-employed drivers for the nine months ended September 30, 2023 as compared to the same period in 2022.
Other Operating Expenses
−Removed: Expedited Freight other operating expenses increased $7,724, or 14.2%, to $62,156 for the six months ended June 30, 2023 from $54,432 for the six months ended June 30, 2022.
−Removed: Other operating expenses were 9.2% of Expedited Freight operating revenues for the six months ended June 30, 2023 compared to 6.9% for the same period in 2022.
−Removed: Other operating expenses include equipment maintenance, facility expenses, legal and professional fees, and other over-the-road costs.
−Removed: The increase in other operating expenses was primarily driven by an increase in contract labor, software license fees, professional fees, partially offset by a decrease in operating supplies and equipment maintenance.
+Added: Expedited Freight other operating expenses increased $9,310, or 10.9%, to $94,720 for the nine months ended September 30, 2023 from $85,410 for the nine months ended September 30, 2022.
+Added: Other operating expenses were 9.2% of Expedited Freight operating revenues for the nine months ended September 30, 2023 compared to 7.2% for the same period in 2022.
+Added: Other operating expenses include contract labor, equipment maintenance, facility expenses, legal and professional fees, and other over-the-road costs.
+Added: The increase in other operating expenses was primarily driven by an increase in contract labor, software license and subscription fees, professional fees, and bad debt expense, partially offset by a decrease in operating supplies and maintenance and repair expense for nine months ended September 30, 2023 as compared to the same period in 2022.
Income from Operations
−Removed: Expedited Freight income from operations decreased $46,840, or 42.3%, to $63,947 for the six months ended June 30, 2023 compared to $110,787 for the six months ended June 30, 2022.
−Removed: Income from operations was 9.4% of Expedited Freight operating revenues for six months ended June 30, 2023 compared to 14.1% for the same period in 2022.
−Removed: The decrease in income from operations as a percentage of operating revenues was primarily driven by decreased tonnage and revenue per hundredweight ex fuel combined with lower fuel surcharge revenue, partially offset by the change in mix of freight capacity purchased from Leased Capacity Providers, third-party motor carriers and Company-employed drivers for Network and Truckload.
−Removed: Intermodal - Six Months Ended June 30, 2023 compared to Six Months Ended June 30, 2022
−Removed: The following table sets forth the financial data of our Intermodal segment for the six months ended June 30, 2023 and 2022:
+Added: Expedited Freight income from operations decreased $66,793, or 40.0%, to $100,298 for the nine months ended September 30, 2023 compared to $167,091 for the nine months ended September 30, 2022.
+Added: Income from operations was 9.8% of Expedited Freight operating revenues for nine months ended September 30, 2023 compared to 14.1% for the same period in 2022.
+Added: The decrease in income from operations as a percentage of operating revenues was primarily driven by decreased tonnage and revenue per hundredweight ex fuel combined with lower fuel surcharge revenue, partially offset by the change in the mix of freight capacity purchased from Leased Capacity Providers, third-party motor carriers and transportation intermediaries and Company-employed drivers for Network and Truckload.
+Added: Intermodal - Nine Months Ended September 30, 2023 compared to Nine Months Ended September 30, 2022
+Added: The following table sets forth the financial data of our Intermodal segment for the nine months ended September 30, 2023 and 2022:
Intermodal Segment Information
(unaudited and in thousands)
−Removed: Six Months Ended
−Removed: 2023 Percent of Revenue June 30,
−Removed: 2022 Percent of Revenue Change Percent Change
+Added: Nine Months Ended
+Added: September 30, 2023 Percent of Revenue September 30, 2022 Percent of Revenue Change Percent Change
Operating revenue $ 214,603 100.0 % $ 311,272 100.0 % $ (96,669) (31.1) %
10 unchanged sentences
Intermodal Operating Statistics
−Removed: Six Months Ended
−Removed: 2023 June 30,
−Removed: 2022 Percent Change
+Added: Nine Months Ended
+Added: September 30, 2023 September 30, 2022 Percent Change
Drayage shipments 209,221 272,534 (23.2) %
1 unchanged sentence
Operating Revenues
−Removed: Intermodal operating revenues decreased $44,431, or 22.6%, to $152,420 for the six months ended June 30, 2023 from $196,851 for the six months ended June 30, 2022.
−Removed: The decrease in operating revenues was primarily attributable to a 23.3% decrease in drayage shipments, partially offset by a 2.5% increase in drayage revenue per shipment as compared to the same period in 2022.
−Removed: The decrease in drayage shipments was driven by a weaker freight environment and lower accessorial revenue to support customers for the six months ended June 30, 2023, as compared to the same period in 2022.
+Added: Intermodal operating revenues decreased $96,669, or 31.1%, to $214,603 for the nine months ended September 30, 2023 from $311,272 for the nine months ended September 30, 2022.
+Added: The decrease in operating revenues was primarily due to a 23.2% decrease in drayage shipments and a decrease in drayage revenue per shipment of 10.4% as compared to the same period in 2022.
+Added: The decrease in drayage shipments and lower accessorial revenue to support customers was primarily due to challenged market demand for our services driven by an extended weak freight environment for the nine months ended September 30, 2023 as compared to the same period in 2022.
+Added: In addition, fuel surcharge revenue decreased $12,803 or 32.3% as a result of the decline in the average price of fuel.
Purchased Transportation
−Removed: Intermodal purchased transportation decreased $13,908, or 26.8%, to $37,923 for the six months ended June 30, 2023 from $51,831 for the six months ended June 30, 2022.
−Removed: Purchased transportation was 24.9% of Intermodal operating revenues for the six months ended June 30, 2023 compared to 26.3% for the same period in 2022.
+Added: Intermodal purchased transportation decreased $23,573, or 29.3%, to $56,868 for the nine months ended September 30, 2023 from $80,441 for the nine months ended September 30, 2022.
+Added: Purchased transportation was 26.5% of Intermodal operating revenues for the nine months ended September 30, 2023 compared to 25.8% for the same period in 2022.
Intermodal purchased transportation includes Leased Capacity Providers and third-party motor carriers, while Company-employed drivers are included in salaries, wages and employee benefits.
−Removed: The decrease in purchased transportation was primarily due to fewer drayage shipments and the change in mix of freight capacity purchased from Lease Capacity Providers, third-party motor carriers and Company-employed drivers compared to the same period in 2022.
+Added: The decrease in purchased transportation was primarily due to fewer drayage shipments and the change in the mix of freight capacity purchased from Lease Capacity Providers, third-party motor carriers and Company-employed drivers compared to the same period in 2022.
Salaries, Wages, and Employee Benefits
−Removed: Intermodal salaries, wages and employee benefits decreased $1,202, or 3.3%, to $35,564 for the six months ended June 30, 2023 compared to $36,766 for the six months ended June 30, 2022.
−Removed: Salaries, wages and employee benefits were 23.3% of Intermodal operating revenues for the six months ended June 30, 2023 compared to 18.7% for the same period in 2022.
−Removed: The decrease in salaries, wages and employee benefits expense was primarily due to fewer employees in response to the lower volumes, partially offset by higher salaries and wages as compared to the same period in 2022.
+Added: Intermodal salaries, wages and employee benefits decreased $3,029, or 5.5%, to $51,682 for the nine months ended September 30, 2023 compared to $54,711 for the nine months ended September 30, 2022.
+Added: Salaries, wages and employee benefits were 24.1% of Intermodal operating revenues for the nine months ended September 30, 2023 compared to 17.6% for the same period in 2022.
+Added: The decrease in salaries, wages and employee benefits expense was primarily due to a decreased reserve for incentive compensation and fewer Company-employed drivers in response to the lower volumes, partially offset by higher salaries and wages as compared to the same period in 2022.
Operating Leases
−Removed: Intermodal operating leases increased $563, or 3.9%, to $15,030 for the six months ended June 30, 2023 from $14,467 for the six months ended June 30, 2022.
−Removed: Operating leases were 9.9% of Intermodal operating revenues for the six months ended June 30, 2023 compared to 7.3% for the same period in 2022.
−Removed: The increase in operating leases expense was primarily due to higher facility expense for the the six months ended June 30, 2023 as compared to the same period in 2022.
+Added: Intermodal operating leases decreased $3,439, or 14.6%, to $20,174 for the nine months ended September 30, 2023 from $23,613 for the nine months ended September 30, 2022.
+Added: Operating leases were 9.4% of Intermodal operating revenues for the nine months ended September 30, 2023 compared to 7.6% for the same period in 2022.
+Added: The decrease in operating leases expense was primarily due to decreased equipment rental expense incurred to support the decreased accessorial revenues for the the nine months ended September 30, 2023 as compared to the same period in 2022.
Depreciation and Amortization
−Removed: Intermodal depreciation and amortization increased $2,226, or 30.4%, to $9,552 for the six months ended June 30, 2023 from $7,326 for the six months ended June 30, 2022.
−Removed: Depreciation and amortization was 6.3% of Intermodal operating revenues for the six months ended June 30, 2023 compared to 3.7% for the same period in 2022 .
+Added: Intermodal depreciation and amortization increased $3,284, or 28.7%, to $14,739 for the nine months ended September 30, 2023 from $11,455 for the nine months ended September 30, 2022.
+Added: Depreciation and amortization was 6.9% of Intermodal operating revenues for the nine months ended September 30, 2023 compared to 3.7% for the same period in 2022 .
The increase in depreciation and amortization expense was primarily due to the additional depreciation and amortization expense as a result of the equipment and intangible assets acquired in connection with the acquisitions completed in 2022.
Insurance and Claims
−Removed: Intermodal insurance and claims increased $766, or 17.4%, to $5,164 for the six months ended June 30, 2023 from $4,398 for the six months ended June 30, 2022.
−Removed: Insurance and claims were 3.4% of Intermodal operating revenues for the six months ended June 30, 2023 compared to 2.2% for the same period in 2022.
−Removed: The increase in insurance and claims expense was primarily due to an increase in vehicle liability claims and equipment repairs for the six months ended June 30, 2023 as compared to the same period in 2022.
+Added: Intermodal insurance and claims increased $1,283, or 19.3%, to $7,922 for the nine months ended September 30, 2023 from $6,639 for the nine months ended September 30, 2022.
+Added: Insurance and claims were 3.7% of Intermodal operating revenues for the nine months ended September 30, 2023 compared to 2.1% for the same period in 2022.
+Added: The increase in insurance and claims expense was primarily due to an increase in vehicle liability claims and equipment repair claims for the nine months ended September 30, 2023 as compared to the same period in 2022.
See additional discussion over the consolidated change in self-insurance reserves in the “Other Operations ” section below.
−Removed: Intermodal fuel expense decreased $2,435, or 29.3%, to $5,864 for the six months ended June 30, 2023 from $8,299 for the six months ended June 30, 2022.
−Removed: Fuel expense was 3.8% of Intermodal operating revenues for the six months ended June 30, 2023 compared to 4.2% for the same period in 2022.
−Removed: Intermodal fuel expense decreased due to fewer miles driven by Company-employed drivers and a decrease in the average price of fuel for the six months ended June 30, 2023 as compared to the same period in 2022.
+Added: Intermodal fuel expense decreased $3,442, or 28.2%, to $8,756 for the nine months ended September 30, 2023 from $12,198 for the nine months ended September 30, 2022.
+Added: Fuel expense was 4.1% of Intermodal operating revenues for the nine months ended September 30, 2023 compared to 3.9% for the same period in 2022.
+Added: Intermodal fuel expense decreased due to fewer miles driven by Company-employed drivers and a decrease in the average price of fuel for the nine months ended September 30, 2023 as compared to the same period in 2022.
Other Operating Expenses
−Removed: Intermodal other operating expenses decreased $19,561, or 41.3%, to $27,808 for the six months ended June 30, 2023 compared to $47,369 for the six months ended June 30, 2022.
−Removed: Other operating expenses were 18.2% of Intermodal operating revenues for the six months ended June 30, 2023 compared to 24.1% from the same period in 2022.
−Removed: Other operating expenses include equipment maintenance, facility expenses, legal and professional fees, and accessorial storage costs.
−Removed: The decrease in Intermodal other operating expenses was driven by lower accessorial storage costs incurred to support the decreased accessorial revenues, partially offset by higher contract labor and software license fees for the six months ended June 30, 2023 as compared to the same period in 2022.
+Added: Intermodal other operating expenses decreased $45,007, or 56.8%, to $34,203 for the nine months ended September 30, 2023 compared to $79,210 for the nine months ended September 30, 2022.
+Added: Other operating expenses were 15.9% of Intermodal operating revenues for the nine months ended September 30, 2023 compared to 25.4% for the same period in 2022.
+Added: Other operating expenses include contract labor, equipment maintenance, facility expenses, legal and professional fees, and accessorial storage costs.
+Added: The decrease in other operating expenses was driven by lower accessorial storage costs incurred to support the decreased accessorial revenues, maintenance and repair expense, and professional fees, partially offset by higher contract labor and software license and subscription fees for the nine months ended September 30, 2023 as compared to the same period in 2022.
Income from Operations
−Removed: Intermodal income from operations decreased by $10,880, or 41.2%, to $15,515 for the six months ended June 30, 2023 compared to $26,395 for the six months ended June 30, 2022.
−Removed: Income from operations was 10.2% of Intermodal operating revenue for the six months ended June 30, 2023 compared to 13.4% for the same period in 2022.
−Removed: The decrease in income from operations as a percentage of operating revenues was driven by decreased drayage shipments and change in mix of freight capacity purchased from Leased Capacity Providers, third-party motor carriers and Company-employed drivers.
−Removed: Other Operations - Six Months Ended June 30, 2023 compared to Six Months Ended June 30, 2022
−Removed: Other operations included $1,258 operating income during the six months ended June 30, 2023 compared to a $4,286 operating loss during the six months ended June 30, 2022 .
−Removed: The change in other operating income was primarily driven the 2022 reversal of an accrual for an incentive program established for certain employees in 2021, a decrease in the reserves for vehicle liability claims, legal reserves and bad debt expense related to other receivables, partially offset by professional fees incurred for nonrecurring strategic initiatives, an increase in a reserve for group health insurance claims and workers compensation claims.
−Removed: The decrease in the self-insurance reserves for vehicle liability claims was due to the favorable loss development factors on historical claims.
+Added: Intermodal income from operations decreased by $22,746, or 52.9%, to $20,259 for the nine months ended September 30, 2023 compared to $43,005 for the nine months ended September 30, 2022.
+Added: Income from operations was 9.4% of Intermodal operating revenue for the nine months ended September 30, 2023 compared to 13.8% for the same period in 2022.
+Added: The decrease in income from operations as a percentage of operating revenues was driven by lower drayage revenue per shipment on fewer drayage shipments, partially offset by the change in mix of freight capacity purchased from Leased Capacity Providers, third-party motor carriers and Company-employed drivers.
+Added: Other Operations - Nine Months Ended September 30, 2023 compared to Nine Months Ended September 30, 2022
+Added: Other operations included a $24,344 operating loss during the nine months ended September 30, 2023 compared to a $5,535 operating loss during the nine months ended September 30, 2022.
+Added: The change in the operating loss was primarily driven by $27,871 of professional fees incurred for due diligence and transaction costs incurred in connection with the acquisition of Omni, an increase in the reserves for group health insurance claims and an increase in the reserves for workers compensation claims, partially offset by the 2022 reversal of an accrual for an incentive program established for certain employees in 2021, and a decrease in the reserves for vehicle liability claims.
+Added: The decrease in the self-insurance reserves for vehicle liability claims was due to the favorable loss development factor of historical claims.
Critical Accounting Policies
19 unchanged sentences
with the remaining unpaid principal being due on July 20, 20 26.
−Removed: As of June 30, 2023, we were in compliance with our financial convents contained in the credit facility and expect to maintain such compliance.
+Added: As of September 30, 2023, we were in compliance with our financial convents contained in the credit facility and expect to maintain such compliance.
In the event that we encounter difficulties, our historical relationships with our lenders has been strong and we anticipate their continued long-term support of our business.
Refer to Note 6, Indebtedness, to our Condensed Consolidated Financial Statements for additional information regarding our credit facility.
−Removed: Net cash provided by operating activities was $129,566 for the six months ended June 30, 2023 compared to $112,820 for the six months ended June 30, 2022.
−Removed: The increase in net cash provided by operating activities was primarily due to the change in accounts receivable, partially offset by the change in accounts payable and accrued expenses and, the decrease in net income from operations after consideration of non-cash items.
+Added: Senior Secured Note s
+Added: On September 20, 2023, we announced that, in connection with the Merger Agreement, the Escrow Issuer commenced a private offering of $725,000 aggregate principal amount of our 9.50% senior secured notes due 2031 (the “Notes”) in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) (the “Notes Offering”).
+Added: On October 2, 2023, the Escrow Issuer closed its Notes Offering and the Notes were issued pursuant to an indenture (the “Indenture”), dated as of October 2, 2023, between the Escrow Issuer and U.S.
+Added: Bank Trust Company, National Association, as trustee and notes collateral agent.
+Added: In connection with the Merger Agreement, the Escrow Issuer would be merged with and into Opco, with Opco surviving the merger as a wholly owned subsidiary of us (the “Escrow Merger”).
+Added: Upon consummation of the Escrow Merger, Opco would assume the obligations of the Escrow Issuer under the Notes and the Indenture and become the “Issuer” thereunder of executing a supplemental indenture to the Indenture.
+Added: The Notes and the related future guarantees have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
+Added: Net cash provided by operating activities was $159,431 for the nine months ended September 30, 2023 compared to $196,814 for the nine months ended September 30, 2022.
+Added: The decrease in net cash provided by operating activities was primarily due to the decrease in net income from operations after consideration of non-cash items, and the change in accounts payable and accrued expenses, partially offset by the change in accounts receivable.
The accounts receivable balance changed due to the decrease in operating revenues and a higher amount of cash collected in 2023.
−Removed: Net cash used in investing activities was $71,107 for the six months ended June 30, 2023 compared to $58,339 for the six months ended June 30, 2022.
−Removed: Capital expenditures for the first six months of 2023 were $17,575, which primarily related to the purchase of technology and operating equipment.
−Removed: Capital expenditures for the first six months of 2022 were $18,673, which primarily related to the investment in the expansion of our national hub in Columbus, Ohio and the purchase of operating equipment.
−Removed: Investing activities for the first six months of 2023 included the acquisition of Land Air Express, Inc.
−Removed: for a preliminary purchase price of $56,567.
−Removed: While investing activities for the first six months of 2022 included the acquisition of Edgmon Trucking, LLC for a preliminary purchase price of $40,433.
−Removed: Net cash used in financing activities was $86,000 for the six months ended June 30, 2023 compared to $44,411 for the six months ended June 30, 2022.
−Removed: The change in the net cash used in financing activities was primarily due to the net proceeds from the credit facility, partially offset by the increase in repurchases and retirement of common stock for the first six months of 2023 as compared to the same period in 2022.
−Removed: During the first six months of 2023 , net proceeds from the credit facility were $14,250 as compared to during the first six months of 2022 payments on the credit facility were $8,250.
+Added: Net cash used in investing activities was $76,846 for the nine months ended September 30, 2023 compared to $64,411 for the nine months ended September 30, 2022.
+Added: Capital expenditures for the first nine months of 2023 were $23,418, which primarily related to the purchase of technology and operating equipment.
+Added: Capital expenditures for the first nine months of 2022 were $25,401, which primarily related to the investment in the expansion of our national hub in Columbus, Ohio and the purchase of technology and operating equipment.
+Added: Investing activities for the first nine months of 2023 included the acquisition of Land Air Express, Inc.
+Added: for a preliminary purchase price of $56,567, while investing activities for the first nine months of 2022 included the acquisition of Edgmon Trucking, LLC for a preliminary purchase price of $40,433.
+Added: Net cash used in financing activities was $109,564 for the nine months ended September 30, 2023 compared to $122,873 for the nine months ended September 30, 2022.
+Added: The change in the net cash used in financing activities was primarily due to the net proceeds from the credit facility, partially offset by the increase in repurchases and retirement of common stock for the first nine months of 2023 as compared to the same period in 2022.
+Added: During the first nine months of 2023, net proceeds from the credit facility were $13,875 as compared to during the first nine months of 2022 payments on the credit facility were $48,625.
Share Repurchase Program
−Removed: During the six months ended June 30, 2023 and 2022, we repurchased 759 and 176 shares of our common stock, respectively, for approximately $79,792 and $17,780, respectively, through open market transactions.
+Added: During the nine months ended September 30, 2023 and 2022, we repurchased 883 and 466 shares of our common stock, respectively, for approximately $93,811 and $47,774, respectively, through open market transactions.
All shares received were retired upon receipt, and the excess of the purchase price over the par value per share was recorded to “Retained Earnings” in our Condensed Consolidated Balance Sheets.
7 unchanged sentences
any statements of plans, strategies, and objectives of management for future operations;
−Removed: any statements regarding our yield management process and any improvements in operating efficiencies;
+Added: any statements regarding future debt and financing levels and expectations regarding the transactions involving Omni, including whether such transactions are consummated and, if consummated, whether such transactions meet expectations regarding timing, completion and outcome thereof;
+Added: any statements regarding our yield management process, any improvements in operating efficiencies and our ability to create synergies across our services;
any statements regarding fuel shortages, changes in fuel prices and volatility in fuel surcharge revenue, and the impact on our business;
1 unchanged sentence
any statements regarding future insurance, claims and litigation and any associated estimates or projections;
−Removed: any statements regarding an increase in the cost of new equipment;
any statements concerning proposed or intended, new services, developments or integration measures;
−Removed: any statements regarding our technology and information systems, including the effectiveness of each;
any statements regarding competition, including our specific advantages, the capabilities of our segments, including the integration of services and our geographic location;
−Removed: any statement regarding our properties;
−Removed: any statements regarding intended expansion through acquisition or greenfield startups;
+Added: any statements regarding intended expansion through acquisitions or greenfield startups, and the impact of any such acquisition;
+Added: any statement regarding the expected timeline for completing valuations;
any statements regarding future business, economic conditions or performance;
4 unchanged sentences
The following is a list of factors, among others, that could cause actual results to differ materially from those contemplated by the forward-looking statements:
−Removed: economic factors such as recessions, inflation, higher interest rates and downturns in customer business cycles, our ability to manage our growth and ability to grow, in part, through acquisitions, while being able to successfully integrate such acquisitions, our ability to secure terminal facilities in desirable locations at reasonable rates, more limited liquidity than expected which limits our ability to make key investments, the creditworthiness of our customers and their ability to pay for services rendered, our inability to maintain our historical growth rate because of a decreased volume of freight or decreased average revenue per pound of freight moving through our network, the availability and compensation of qualified Leased Capacity Providers and freight handlers as well as contracted, third-party motor carriers needed to serve our customers’ transportation needs, our inability to manage our information systems and inability of our information systems to handle an increased volume of freight moving through our network, the occurrence of cybersecurity risks and events, market acceptance of our service offerings, claims for property damage, personal injuries or workers’ compensation, enforcement of and changes in governmental regulations, environmental, tax, insurance and accounting matters, the handling of hazardous materials, changes in fuel prices, loss of a major customer, increasing competition and pricing pressure, our dependence on our senior management team and the potential effects of changes in employee status, seasonal trends, the occurrence of certain weather events, restrictions in our charter and bylaws, the cost of new equipment, the impact and efficacy of our disclosure controls and procedures, and the risks described in our Annual Report on Form 10-K for the year ended December 31, 2022.
+Added: economic factors such as recessions, inflation, higher interest rates and downturns in customer business cycles, the outcome and related impact of the proposed acquisition of Omni, continued weakening of the freight environment, future debt and financing levels, the outcome of the transactions involving Omni, including any legal proceedings related to such transactions, our ability to manage our growth and ability to grow, in part, through acquisitions, (including the acquisition involving Omni) while being able to successfully integrate such acquisitions, our ability to secure terminal facilities in desirable locations at reasonable rates, more limited liquidity than expected which limits our ability to make key investments, the creditworthiness of our customers and their ability to pay for services rendered, our inability to maintain our historical growth rate because of a decreased volume of freight or decreased average revenue per pound of freight moving through our network, the availability and compensation of qualified Leased Capacity Providers and freight handlers as well as contracted, third-party motor carriers needed to serve our customers’ transportation needs, our inability to manage our information systems and inability of our information systems to handle an increased volume of freight moving through our network, the occurrence of cybersecurity risks and events, market acceptance of our service offerings, claims for property damage, personal injuries or workers’ compensation, enforcement of and changes in governmental regulations, environmental, tax, insurance and accounting matters, the handling of hazardous materials, changes in fuel prices, loss of a major customer, increasing competition and pricing pressure, our dependence on our senior management team and the potential effects of changes in employee status, seasonal trends, the occurrence of certain weather events, restrictions in our charter and bylaws, the cost of new equipment, the impact and efficacy of our disclosure controls and procedures, and the risks described in our Annual Report on Form 10-K for the year ended December 31, 2022.
As a result of the foregoing, no assurance can be given as to future financial condition, cash flows or results of operations.
1 unchanged sentence
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.