Hub Group, Inc. 10-K

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 33 Consolidated Balance Sheets - December 31, 2022 and December 31, 2021 34 Consolidated Statements of Income and Comprehensive Income – Years ended December 31, 2022, December 31, 2021 and December 31, 2020 35 Consolidated Statements of Stockholders’ Equity – Years ended December 31, 2022, December 31, 2021 and December 31, 2020 36 Consolidated Statements of Cash Flows – Years ended December 31, 2022, December 31, 2021 and December 31, 2020 37 Notes to Consolidated Financial Statements 38 Schedule II – Valuation and Qualifying Accounts S- 1 32 REP ORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Hub Group, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Hub Group, Inc. (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of income and comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(b) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 24, 2023 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates. Claims Accruals Description of the Matter At December 31, 2022, the Company’s aggregate accrued liability related to auto and workers’ compensation claims, inclusive of amounts expected to be paid above its self-insured retention limits, was $38.8 million. As explained in Note 1 of the consolidated financial statements, the Company recognizes a liability at the time of an incident based upon the nature and severity of the claim and analyses provided by third-party claims administrators. The Company utilizes actuarial methods to estimate this liability. Auditing the Company's claims accruals is complex due to the uncertainty associated with the claims, the application of significant management judgment, and the use of actuarial methods. In addition, the estimate of the accrual can fluctuate based on the assumptions used in the actuarial studies, including the frequency and severity of claims, the loss development factors for existing claims and the estimates of incurred but not reported claims. These assumptions have a significant effect on the claims accruals. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the claims accrual process. For example, we tested the controls over management’s assessment of the assumptions and underlying data used in the determination of the measurement and valuation of the reserve. To evaluate the claims accruals, our audit procedures included, among others, testing the completeness and accuracy of the underlying claims data. Furthermore, we involved our actuarial specialist to assist in our evaluation of the methodologies applied and significant assumptions used by the Company in determining the calculated liability. We then compared the Company’s recorded liability amount to a range which our actuarial specialist developed based on independently selected assumptions. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2002. Chicago, Illinois February 24, 2023 33 HUB GROUP, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts) December 31, 2022 2021 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 286,642 $ 159,784 Accounts receivable trade, net 716,190 701,512 Other receivables 3,967 3,022 Prepaid taxes 16,987 2,191 Prepaid expenses and other current assets 32,914 27,779 TOTAL CURRENT ASSETS 1,056,700 894,288 Restricted investments 18,065 24,256 Property and equipment, net 783,683 681,451 Right-of-use assets - operating leases 102,114 44,036 Right-of-use assets - financing leases 1,194 1,252 Other intangibles, net 197,386 196,672 Goodwill, net 629,402 576,913 Other assets 21,537 18,426 TOTAL ASSETS $ 2,810,081 $ 2,437,294 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable trade $ 344,751 $ 424,923 Accounts payable other 15,563 12,493 Accrued payroll 66,669 56,938 Accrued other 132,324 82,827 Lease liability - operating leases 29,547 11,364 Lease liability - financing leases 1,175 1,251 Current portion of long-term debt 101,741 97,273 TOTAL CURRENT LIABILITIES 691,770 687,069 Long-term debt 240,724 177,479 Non-current liabilities 43,505 41,572 Lease liability - operating leases 78,557 34,916 Deferred taxes 155,923 155,944 STOCKHOLDERS' EQUITY: Preferred stock, $ .01 par value; 2,000,000 shares authorized; no shares issued or outstanding in 2022 and 2021 - - Common stock Class A: $ .01 par value; 97,337,700 shares authorized; 41,312,185 shares issued in 2022 and 41,224,792 shares issued in 2021; 32,646,621 shares outstanding in 2022 and 33,907,734 shares outstanding in 2021. 413 412 Class B: $ .01 par value; 662,300 shares authorized; 574,903 shares issued and outstanding in 2022 and 662,296 shares issued and outstanding in 2021. 6 7 Additional paid-in capital 208,165 189,256 Purchase price in excess of predecessor basis, net of tax benefit of $ 10,306 ( 15,458 ) ( 15,458 ) Retained earnings 1,781,582 1,424,634 Accumulated other comprehensive loss ( 214 ) ( 207 ) Treasury stock; at cost, 8,665,564 shares in 2022 and 7,317,058 shares in 2021. ( 374,892 ) ( 258,330 ) TOTAL STOCKHOLDERS' EQUITY 1,599,602 1,340,314 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,810,081 $ 2,437,294 The accompanying notes to consolidated financial statements are an integral part of these statements. 34 HUB GROUP, INC. C ONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (in thousands, except per share amounts) Years Ended December 31, 2022 2021 2020 Revenue $ 5,340,490 $ 4,232,383 $ 3,495,644 Transportation costs 4,450,985 3,632,743 3,070,207 Gross margin 889,505 599,640 425,437 Costs and expenses: Salaries and benefits 264,891 247,240 188,777 General and administrative 103,933 76,476 99,597 Depreciation and amortization 45,960 37,467 31,237 Total costs and expenses 414,784 361,183 319,611 Operating income 474,721 238,457 105,826 Other income (expense): Interest expense, net ( 6,632 ) ( 7,302 ) ( 9,343 ) Other, net ( 131 ) ( 245 ) ( 383 ) Total other expense, net ( 6,763 ) ( 7,547 ) ( 9,726 ) Income from continuing operations before income taxes 467,958 230,910 96,100 Income tax expense 111,010 59,436 22,541 Net income $ 356,948 $ 171,474 $ 73,559 Other comprehensive income (loss): Foreign currency translation adjustments ( 7 ) ( 16 ) ( 5 ) Total comprehensive income $ 356,941 $ 171,458 $ 73,554 Earnings per share net income Basic $ 10.75 $ 5.13 $ 2.22 Diluted $ 10.64 $ 5.06 $ 2.19 Basic weighted average number of shares outstanding 33,209 33,434 33,180 Diluted weighted average number of shares outstanding 33,559 33,892 33,543 The accompanying notes to consolidated financial statements are an integral part of these statements. 35 HUB GROUP, INC. C ONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, except shares) Purchase Price Class A & B in Excess of Accumulated Common Stock Additional Predecessor Other Treasury Shares Paid-in Basis, Net Retained Comprehensive Stock Issued Amount Capital of Tax Earnings Income Shares Amount Total Balance December 31, 2019 41,887,088 $ 419 $ 179,637 $ ( 15,458 ) $ 1,179,601 $ ( 186 ) ( 7,870,888 ) $ ( 268,734 ) $ 1,075,279 Stock tendered for payments of withholding taxes - - - - - - ( 148,242 ) ( 7,963 ) ( 7,963 ) Issuance of restricted stock awards, net of forfeitures - - ( 10,632 ) - - - 344,046 10,632 - Share-based compensation expense - - 17,053 - - - - - 17,053 Net income - - - - 73,559 - - - 73,559 Foreign currency translation adjustment - - - - - ( 5 ) - - ( 5 ) Balance December 31, 2020 41,887,088 $ 419 $ 186,058 $ ( 15,458 ) $ 1,253,160 $ ( 191 ) ( 7,675,084 ) $ ( 266,065 ) $ 1,157,923 Stock tendered for payments of withholding taxes - - - - - - ( 134,329 ) ( 9,123 ) ( 9,123 ) Issuance of restricted stock awards, net of forfeitures - - ( 16,858 ) - - - 492,355 16,858 - Share-based compensation expense - - 20,056 - - - - - 20,056 Net income - - - - 171,474 - - - 171,474 Foreign currency translation adjustment - - - - - ( 16 ) - - ( 16 ) Balance December 31, 2021 41,887,088 $ 419 $ 189,256 $ ( 15,458 ) $ 1,424,634 $ ( 207 ) ( 7,317,058 ) $ ( 258,330 ) $ 1,340,314 Stock tendered for payments of withholding taxes - - - - - - ( 103,047 ) ( 8,312 ) ( 8,312 ) Purchase of treasury stock - - - - - - ( 945,497 ) ( 75,000 ) ( 75,000 ) Purchase of treasury stock from related party (Note 17) - - - - - - ( 430,121 ) ( 34,767 ) ( 34,767 ) Issuance of restricted stock awards, net of forfeitures - - ( 1,517 ) - - - 130,159 1,517 - Share-based compensation expense - - 20,426 - - - - - 20,426 Net income - - - - 356,948 - - - 356,948 Foreign currency translation adjustment - - - - - ( 7 ) - - ( 7 ) Balance December 31, 2022 41,887,088 $ 419 $ 208,165 $ ( 15,458 ) $ 1,781,582 $ ( 214 ) ( 8,665,564 ) $ ( 374,892 ) $ 1,599,602 The accompanying notes to consolidated financial statements are an integral part of these statements. 36 HUB GROUP, INC. C ONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Years Ended December 31, 2022 2021 2020 Cash flows from operating activities: Net Income $ 356,948 $ 171,474 $ 73,559 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 153,726 130,629 123,679 Impairment of right-of-use asset 5,874 - - Deferred taxes 4,448 ( 3,992 ) 7,463 Compensation expense related to share-based compensation plans 20,426 20,056 17,053 (Gain) loss on sale of assets ( 24,176 ) ( 19,173 ) 907 Other operating activities - - 6,385 Changes in operating assets and liabilities, net of acquisitions: Restricted investments 6,191 ( 903 ) ( 752 ) Accounts receivable, net 8,298 ( 115,568 ) ( 47,219 ) Prepaid taxes ( 14,796 ) ( 856 ) ( 707 ) Prepaid expenses and other current assets ( 3,111 ) ( 647 ) ( 2,508 ) Other assets ( 4,231 ) ( 2,883 ) ( 2,177 ) Accounts payable ( 89,103 ) 78,448 5,594 Accrued expenses 57,613 9,686 ( 4,408 ) Non-current liabilities ( 19,944 ) ( 13,436 ) ( 1,915 ) Net cash provided by operating activities 458,163 252,835 174,954 Cash flows from investing activities: Proceeds from sale of equipment 42,929 45,177 3,289 Purchases of property and equipment ( 219,140 ) ( 132,952 ) ( 115,306 ) Acquisitions, net of cash acquired ( 102,661 ) ( 122,360 ) ( 84,845 ) Net cash used in investing activities ( 278,872 ) ( 210,135 ) ( 196,862 ) Cash flows from financing activities: Proceeds from issuance of debt 179,195 112,001 187,475 Repayments of long-term debt ( 111,482 ) ( 107,608 ) ( 198,741 ) Purchase of treasury stock ( 75,000 ) - - Purchase of treasury stock from related party (Note 17) ( 34,767 ) - - Stock tendered for payments of withholding taxes ( 8,312 ) ( 9,123 ) ( 7,963 ) Finance lease payments ( 2,093 ) ( 2,682 ) ( 3,066 ) Net cash used in financing activities ( 52,459 ) ( 7,412 ) ( 22,295 ) Effect of exchange rate changes on cash and cash equivalents 26 ( 10 ) ( 20 ) Net increase (decrease) in cash and cash equivalents 126,858 35,278 ( 44,223 ) Cash and cash equivalents beginning of the year 159,784 124,506 168,729 Cash and cash equivalents end of the year $ 286,642 $ 159,784 $ 124,506 Supplemental disclosures of cash paid for: Interest $ 7,991 $ 7,602 $ 9,458 Income taxes $ 128,812 $ 58,593 $ 18,388 The accompanying notes to consolidated financial statements are an integral part of these statements. 37 HUB GROUP, INC. N OTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. Description of Business and Summary of Significant Accounting Policies Business : Hub Group, Inc. (“Hub”, “we”, “us” or “our”) is a leading supply chain solutions provider that offers comprehensive transportation and logistics management services focused on reliability, visibility and value for our customers. Our service offerings include a full range of freight transportation and logistics services, some of which are provided by assets we own and operate, and some of which are provided by third parties with whom we contract. Our transportation services include intermodal, truckload, less-than-truckload, flatbed, temperature-controlled, dedicated and regional trucking. Our logistics services include full outsource logistics solutions, transportation management services, freight consolidation, warehousing and fulfillment, final mile delivery, parcel and international services. On August 22, 2022, we acquired TAGG Logistics, LLC (“TAGG”), o n October 19, 2021, we acquired Choptank Transport, LLC ("Choptank") and on December 9, 2020, we acquired NonstopDelivery, LLC (“NSD”). Refer to Note 4 “ Aquisitions ” for additional information. Principles of Consolidation : The consolidated financial statements include our accounts and all entities in which we have more than a 50 % equity ownership or otherwise exercise unilateral control. All significant intercompany balances and transactions have been eliminated. Cash and Cash Equivalents : We consider as cash equivalents all highly liquid instruments with an original maturity of three months or less. As of December 31, 2022 and 2021 , our cash and temporary investments were with high quality financial institutions in demand deposit accounts (“DDAs”), savings accounts, checking accounts and money market accounts. Accounts Receivable and Allowance for Uncollectible Accounts: The allowance for credit losses is a valuation account that is deducted from the trade receivables’ amortized cost basis to present the net amount expected to be collected on the receivables. Trade receivables are charged off against the allowance when we believe the uncollectibility of a receivable balance is confirmed, and the expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Management continuously reviews and assesses the environment and its potential impact on the credit worthiness and collectability of our accounts receivable with customers most affected by tighter financial conditions. Our allowance for credit losses is presented in the allowance for uncollectible trade accounts and is immaterial at December 31, 2022 and 2021. The allowance for uncollectible trade accounts also includes estimated adjustments to revenue for items such as billing disputes. Our reserve for uncollectible accounts was approximately $ 38.6 million and $ 20.1 million as of December 31, 2022 and 2021 , respectively. Receivables are written off once collection efforts have been exhausted. Recoveries of receivables previously charged off are recorded when received. Property and Equipment : Property and equipment are stated at cost. Depreciation of property and equipment is computed using the straight-line method at rates adequate to depreciate the cost of the applicable assets over their expected useful lives: building and improvements, up to 40 years; leasehold improvements, the shorter of useful life or lease term ; computer equipment and software, up to 10 years; furniture and equipment, up to 10 years; and transportation equipment up to 16 years. Direct costs related to internally developed software projects are capitalized and amortized over their expected useful life on a straight-line basis not to exceed 10 years. Interest is capitalized on qualifying assets under development for internal use. Maintenance and repairs are charged to operations as incurred and major improvements are capitalized. The cost of assets retired or otherwise disposed of and the accumulated depreciation thereon are removed from the accounts with any gain or loss realized upon sale or disposal charged or credited to operations. We review long-lived assets for impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In the event that the undiscounted future cash flows resulting from the use of the asset is less than the carrying amount, an impairment loss equal to the excess of the assets carrying amount over its fair value, less cost to dispose, is recorded. 38 Capitalized Internal Use Software and Cloud Computing Costs: We capitalize internal and external costs, which include costs related to the development of our cloud computing or hosting arrangements, incurred to develop internal use software per ASC Subtopic 350-40. Internal use software has both of the following characteristics: the software is acquired, internally developed, or modified solely to meet our needs and during the development or modification, no substantive plan exists or is being developed to market the software externally. Only costs incurred during the application development stage and costs to develop or obtain software that allows for access to or conversion of old data by new systems are capitalized. Capitalization of costs begins when the preliminary project stage is complete, management has committed to funding the project and it is probable the project will be completed, and the software will be used to perform its intended function. The measurement of the costs to capitalize include fees paid to third parties, costs incurred to obtain software from third parties, travel expenses incurred by employees in their duties associated with developing software, payroll related costs for employees who spend time directly on the project and interest costs incurred while developing internal-use software or implementing a hosting arrangement. Capitalization ceases no later than when the project is substantially complete and ready for its intended use, after all substantial testing is complete. Goodwill and Other Intangibles : Goodwill represents the excess of purchase price over the fair market value of net assets acquired in connection with our business combinations. Goodwill and intangible assets that have indefinite useful lives are not amortized but are subject to annual impairment tests. We test goodwill for impairment annually in the fourth quarter or when events or changes in circumstances indicate the carrying value of this asset might exceed the current fair value. We test goodwill for impairment at the reporting unit level. We only have one reporting unit. We assess qualitative factors such as current company performance and overall economic factors to determine if it is more-likely-than-not that the fair value of our reporting unit was less than its carrying value and whether it is necessary to perform the quantitative goodwill impairment test. In the quantitative goodwill test, a company compares the carrying value of a reporting unit to its fair value. If the fair value of the reporting unit is less than the carrying amount, then a goodwill impairment charge will be recognized in the amount by which carrying amount exceeds fair value, limited to the total amount of goodwill allocated to that reporting unit. We performed our annual assessment in the fourth quarter of 2022 and 2021 as required and determined it was not more-likely-than-not that the fair value of our reporting unit was less than its carrying value. We evaluate the potential impairment of finite-lived acquired intangible assets when impairment indicators exist. If the carrying value is no longer recoverable based upon the undiscounted future cash flows of the asset, the amount of the impairment is the difference between the carrying amount and the fair value of the asset. Claims Accruals: We purchase insurance coverage for a portion of expenses related to employee injuries, vehicular collisions, accidents, and cargo damage. Certain insurance arrangements include high self-insurance retention limits or deductibles applicable to each claim. We have umbrella policies to limit our exposure to large claim costs. Our claims accrual policy for all self-insured claims is to recognize a liability at the time of the incident based on our analysis of the nature and severity of the claims and analyses provided by third-party claims administrators, as well as legal and regulatory factors. Our safety and claims personnel work directly with representatives from the insurance companies to continually update the estimated cost of each claim. The ultimate cost of a claim develops over time as additional information regarding the nature, timing, and extent of damages claimed becomes available. Accordingly, we use an actuarial method to develop current claim information to derive an estimate of our ultimate claim liability. This process involves the use of loss-development factors based on our historical claims experience. In doing so, the recorded liability factors in future growth of claims and an allowance for incurred-but-not-reported claims. We do not discount our estimated losses. In addition, we record receivables for amounts expected to be reimbursed for payments made in excess of self-insurance levels on covered claims related to auto liability and workers’ compensation. At December 31, 2022 and 2021, we had an accrual of approxima tely $ 38.8 million an d $ 30.8 mil lion, respectively for estimated claims. We had no significant receivables recorded for payments in excess of our self-insu red levels. Our claims accruals are classified in accrued other and non-current liabilities in the consolidated balance sheets, based on when the claim is estimated to be paid. Concentration of Credit Risk : Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. We place our cash and temporary investments with high quality financial institutions in DDAs, savings accounts, checking accounts and money market accounts. We primarily serve customers located throughout the United States with no significant concentration in any one region. In each of the years ended December 31, 2022, 2021 and 2020 , one customer accounted for more than 10 % of our annual revenue. We revie w a customer’s credit history before extending credit. In addition, we routinely assess the financial strength of our customers and, as a consequence, believe that our trade accounts receivable risk is limited. 39 Revenue Recognition : In accordance with the Accounting Standards Codification (ASC) topic 606, “Revenue from Contracts with Customers” our significant accounting policy for revenue is as follows: Revenue is recognized when we transfer services to our customer in an amount that reflects the consideration we expect to receive. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We generally recognize revenue over time because of continuous transfer of control to the customer. Since control is transferred over time, revenue and related transportation costs are recognized based on relative transit time, which is based on the extent of progress towards completion of the related performance obligation. We enter into contracts that can include various combinations of services, which are capable of being distinct and accounted for as separate performance obligations. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Further, in most cases, we report our revenue on a gross basis because we are the primary obligor as we are responsible for providing the service desired by the customer. Our customers view us as responsible for fulfillment including the acceptability of the service. Service requirements may include, for example, on-time delivery, handling freight loss and damage claims, setting up appointments for pick-up and delivery and tracing shipments in transit. We have discretion in setting prices to our customers and as a result, the amount we earn varies. In addition, we have the discretion to select our vendors from multiple suppliers for the services ordered by our customers. These factors, discretion in setting prices and discretion in selecting vendors, further support reporting revenue on a gross basis for most of our revenue. Provision for Income Taxes: Significant judgment is required in determining and assessing the impact of complex tax laws and certain tax-related contingencies on our provision for income taxes. As part of our calculation of the provision for income taxes, we assess whether the benefits of our tax positions are at least more likely than not to be sustained upon audit based on the technical merits of the tax position. For tax positions that are not more likely than not to be sustained upon audit, we accrue the largest amount of the benefit that is not more likely than not to be sustained in our financial statements. Such accruals require us to make estimates and judgments, whereby actual results could vary materially from these estimates. Further, years may elapse before a particular matter for which we have established an accrual is audited and resolved or its statute of limitations expires. We recognize interest expense and penalties related to income tax liabilities in our provision for income taxes. Deferred income taxes are recognized for the future tax effects of temporary differences between financial statement and income tax reporting using tax rates in effect for the years in which the differences are expected to reverse. We believe that it is more likely than not that our deferred tax assets will be realized based on future taxable income projections, with one exception. We have established a valuation allowance of $ 1.6 mill ion related to federal and state tax credit carryforwards. In the event the probability of realizing the remaining deferred tax assets does not meet the more likely than not threshold in the future, a valuation allowance would be established for the deferred tax assets deemed unrecoverable. Earnings Per Common Share : Basic earnings per common share are based on the average quarterly weighted average number of Class A and Class B shares of common stock outstanding. Diluted earnings per common share are adjusted for restricted stock using the treasury stock method. Stock Based Compensation: Share-based compensation includes the restricted stock awards expected to vest based on the grant date fair value. Compensation expense is amortized straight-line over the vesting period and is included in salaries and benefits . Use of Estimates : The preparation of financial statements in conformity with United States generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Significant estimates include the allowance for uncollectible trade accounts, exposure for self-insured claims under our insurance policies, valuation of acquired goodwill and intangible assets and useful lives of assets. Actual results could differ from these estimates. NOTE 2. Capital Structure We have authorized common stock comprised of Class A Common Stock and Class B Common Stock. The rights of holders of Class A Common Stock and Class B Common Stock are identical, except each share of Class B Common Stock entitles its holder to approximately 84 votes, while each share of Class A Common Stock entitles its holder to one vote. We have authorized 2,000,000 shares of preferred stock. 40 NOTE 3. Earnings Per Share The following is a reconciliation of our earnings per share (in thousands, except for per share data): Years Ended December 31, 2022 2021 2020 Net income $ 356,948 $ 171,474 $ 73,559 Weighted average shares outstanding - basic 33,209 33,434 33,180 Dilutive effect of restricted stock 350 458 363 Weighted average shares outstanding - diluted 33,559 33,892 33,543 Earnings per share net income Basic $ 10.75 $ 5.13 $ 2.22 Diluted $ 10.64 $ 5.06 $ 2.19 NOTE 4. Acquisitions TAGG Logistics, LLC Acquisition On August 22, 2022 , we acquired 100 % of the equity interests of TAGG Logistics, LLC (“TAGG”), a provider of e-commerce, B2B and omnichannel fulfillment solutions, including warehousing and transportation services. Total consideration for the transaction was $ 103.4 million. $ 103.5 million was paid in cash during the third quarter of 2022 while $ 0.1 million is due back from the seller in the first quarter of 2023 as part of the post-closing true-up. TAGG is a nationwide provider with over 4 million square feet of warehousing space throughout the United States allowing for responsive e-commerce and B2B fulfillment services. The acquisition improved our presence in the consolidation and fulfillment space and added a complementary e-commerce offering to serve our customers' multimodal transportation and logistics needs. The acquisition added scale to our logistics service line and has resulted in complementary cross-selling opportunities. The initial accounting for the acquisition of TAGG is incomplete as we, with the support of our valuation specialist, are in the process of finalizing the fair market value calculations of the acquired net assets including the review of the applicable future cash flows used in determining the purchase accounting. As a result, the amounts recorded in the consolidated financial statements related to the TAGG acquisition are preliminary and the measurement period remains open. The following table summarizes the preliminary allocation of the total purchase consideration to the net assets acquired and liabilities assumed as of the date of the acquisition (in thousands): August 22, 2022 Cash and cash equivalents $ 839 Accounts receivable trade 24,409 Prepaid expenses and other current assets 2,024 Property and equipment 6,453 Right of use assets - operating leases 56,689 Other intangibles 27,300 Goodwill 52,062 Other assets 1,705 Total assets acquired $ 171,481 Accounts payable trade $ 9,497 Accrued payroll 2,500 Accrued other 1,373 Lease liability - operating leases short-term 14,465 Lease liability - operating leases long-term 40,254 Total liabilities assumed $ 68,089 Total consideration $ 103,392 Cash paid, net $ 102,661 41 The TAGG acquisition was accounted for as a purchase business combination in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying consolidated balance sheet at their estimated fair values as of August 22, 2022 with the remaining unallocated purchase price recorded as goodwill. The goodwill recognized in the TAGG acquisition was primarily attributable to potential expansion and future development of the acquired business. Tax history and attributes are not inherited in an equity purchase of this kind, however, the goodwill and other intangibles recognized in this purchase will be fully tax deductible over a period of 15 years. We incurred approximately $ 3.1 million of transaction costs associated with this transaction prior to the closing date that are reflected in general and administrative expense in the accompanying Consolidated Statements of Income for the year ended December 31, 2022. The components of “Other intangibles” listed in the above table as of the acquisition date are summarized as follows (in thousands): Accumulated Balance at Estimated Useful Amount Amortization December 31, 2022 Life Customer relationships $ 22,600 $ 801 $ 21,799 10 years Developed technology $ 4,000 $ 288 $ 3,712 5 years Trade name $ 700 $ 168 $ 532 18 months The above intangible assets are amortized using the straight-line method. Amortization expense related to this acquisition for the year ended December 31, 2022 was $ 1.3 million. The intangible assets have a weighted average useful life of approximately 8.86 years. Amortization expense related to TAGG for the next five years is as follows (in thousands): Total 2023 $ 3,527 2024 3,125 2025 3,060 2026 3,060 2027 2,772 From the date of the acquisition through December 31, 2022, TAGG's revenue was $ 64.0 million and operating income was $ 1.1 million. Choptank Transport, LLC Acquisition On October 19, 2021 , we acquired 100 % of the equity interests of Choptank Transport, LLC (“Choptank”). Total consideration for the transaction was $ 127.6 million in cash and the settlement of accounts receivable due from Choptank of $ 0.3 million. In connection with the acquisition, we granted approximately $ 22 million of restricted stock to Choptank's owners and senior management team, which is subject to certain vesting conditions. The grants of restricted stock were made pursuant to award agreements and issued under our 2017 Long Term Incentive Plan. The acquisition of Choptank enhanced our refrigerated trucking transportation solutions offering and complemented our growing fleet of refrigerated intermodal containers. Choptank has developed a proprietary technology platform that we will leverage to enhance our truck brokerage service line. 42 The following table summarizes the allocation of the total consideration to the assets acquired and liabilities assumed as of the date of the acquisition (in thousands): October 19, 2021 Cash and cash equivalents $ 5,596 Accounts receivable trade 70,989 Prepaid expenses and other current assets 419 Property and equipment 169 Right of use assets - operating leases 922 Other intangibles 60,500 Goodwill 54,980 Total assets acquired $ 193,575 Accounts payable trade $ 60,970 Accrued payroll 3,458 Accrued other 359 Lease liability - operating leases short-term 309 Lease liability - operating leases long-term 613 Total liabilities assumed $ 65,709 Total consideration $ 127,866 Cash paid, net $ 122,270 The Choptank acquisition was accounted for as a purchase business combination in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying consolidated balance sheet at their estimated fair values as of October 19, 2021 with the remaining unallocated purchase price recorded as goodwill. The goodwill recognized in the Choptank acquisition was primarily attributable to potential expansion and future development of the acquired business. Tax history and attributes are not inherited in an equity purchase of this kind, however, the goodwill and other intangibles recognized in this purchase will be fully tax deductible over a period of 15 years. We incurred approximately $ 1.1 million of transaction costs associated with this transaction prior to the closing date that are reflected in general and administrative expense in the accompanying Consolidated Statements of Income for the year ended December 31, 2021. The components of “Other intangibles” listed in the above table as of the acquisition date are preliminarily estimated as follows (in thousands): Accumulated Balance at Estimated Useful Amount Amortization December 31, 2022 Life Customer relationships $ 36,300 $ 3,025 $ 33,275 15 years Carrier network $ 14,400 $ 4,500 $ 9,900 4 years Developed technology $ 6,500 $ 1,161 $ 5,339 7 years Trade name $ 3,300 $ 2,750 $ 550 18 months The above intangible assets are amortized using the straight-line method. Amortization expense related to this acquisition for the years ended December 31, 2022 and 2021 was $ 9.1 million and $ 2.3 million, respectively. The intangible assets have a weighted average useful life of approximately 10.51 years. Amortization expense related to Choptank for the next five years is as follows (in thousands): Total 2023 $ 7,499 2024 6,949 2025 6,049 2026 3,349 2027 3,349 43 NonstopDelivery, LLC Acquisition On December 9, 2020 , we acquired 100 % of the equity interests of NSD. Total consideration for the transaction was $ 105.9 million which consisted of cash paid of $ 89.8 million, of which $ 0.1 million was paid in the second quarter of 2021 as part of the post-closing true-up, and the settlement of Hub’s accounts receivable due from NSD of $ 16.1 million. The acquisition of NSD expanded our logistics service offering to include final mile logistics. NSD provides residential final mile delivery services through a non-asset business model, working with a network of nearly 200 carriers throughout the country. The financial results, since the acquisition date, of NSD are included in our logistics line of business. The following table summarizes the allocation of the total consideration to the assets acquired and liabilities assumed as of the date of the acquisition (in thousands): December 9, 2020 Cash and cash equivalents $ 4,775 Accounts receivable trade 25,927 Prepaid expenses and other current assets 207 Property and equipment 1,018 Right of use assets - operating leases 1,295 Goodwill, net 38,156 Other intangibles 47,700 Other assets 14 Total assets acquired $ 119,092 Accounts payable trade $ 9,972 Accrued payroll 1,324 Accrued other 578 Lease liability - operating leases short-term 373 Lease liability - operating leases long-term 922 Total liabilities assumed $ 13,169 Total consideration $ 105,923 Cash paid, net $ 84,989 The NSD acquisition was accounted for as a purchase business combination in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying consolidated balance sheet at their estimated fair values as of December 9, 2020 with the remaining unallocated purchase price recorded as goodwill. The goodwill recognized in the NSD acquisition was primarily attributable to potential expansion and future development of the acquired business. Tax history and attributes are not inherited in an equity purchase of this kind, however, the goodwill and other intangibles recognized in this purchase will be fully tax deductible over a period of 15 years . We incurred approximately $ 1.0 million of transaction costs associated with this transaction prior to the closing date that are reflected in general and administrative expense in the accompanying Consolidated Statements of Income for the year ended December 31, 2020. The components of “Other intangibles” listed in the above table as of the acquisition date are estimated as follows (in thousands): Accumulated Balance at Estimated Useful Amount Amortization December 31, 2022 Life Customer relationships $ 46,200 $ 6,417 $ 39,783 15 years Trade name $ 900 $ 900 $ - 18 months Agent relationships $ 600 $ 313 $ 287 4 years The above intangible assets are amortized using the straight-line method. Amortization expense related to this acquisition for the years ended December 31, 2022 and 2021 was $ 3.5 million and $ 3.7 million, respectively. The intangible assets have a weighted average useful life of approximately 12.84 years. 44 While TAGG's actual results are included since August 22, 2022, Choptank's actual results are included since October 19, 2021 and NSD's actual results are included since December 9, 2020, the following unaudited pro forma consolidated results of operations present the effects of TAGG as though it had been acquired as of January 1, 2021 and Choptank and NSD as though they had been acquired as of January 1, 2020 (in thousands, except for per share amounts): Years Ended December 31, 2022 December 31, 2021 December 31, 2020 Revenue $ 5,470,840 $ 4,796,521 $ 3,887,189 Net income $ 358,054 $ 172,977 $ 79,578 Earnings per share Basic $ 10.78 $ 5.17 $ 2.40 Diluted $ 10.67 $ 5.10 $ 2.37 The unaudited pro forma consolidated results for the annual periods were prepared using the acquisition method of accounting and are based on the historical financial information of Hub, TAGG, Choptank and NSD. The historical financial information has been adjusted to give effect to the pro forma adjustments that are: (i) directly attributable to the acquisition, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results. The unaudited pro forma consolidated results are not necessarily indicative of what our consolidated results of operations actually would have been had we completed the TAGG acquisition as of January 1, 2021 and the Choptank and NSD acquisitions on January 1, 2020. NOTE 5. Revenue from Contracts with Customers See Note 1 – Description of Business and Summary of Significant Accounting Policies for significant accounting policy for revenue. Hub offers comprehensive multimodal solutions throughout the United States, Canada and Mexico. As part of our profit improvement initiatives, we have focused on realizing efficiencies between our drayage trucking operation (which supports our intermodal service) and our dedicated trucking operation, including through the sharing of equipment and drivers, and by leveraging a combined set of driver support services including driver recruiting, asset management and safety functions. As a result, in 2022, we report revenue for these operations under the “Intermodal and Transportation Solutions” line of business. We have recast the prior period information to conform with current year presentation. We operate the following lines of business: Intermodal and transportation solutions. Our intermodal and transportation solutions line of business offers high service, nationwide door-to-door intermodal transportation, providing value, visibility and reliability in both transcontinental and local lanes by combining rail transportation with local trucking. Our service offering is well positioned to assist our customers in reducing their transportation spend and achieving their carbon emissions objectives. As an intermodal provider, we arrange for the movement of our customers’ freight in one of our containers, typically over long distances of 750 miles or more. We contract with railroads to provide transportation for the long-haul portion of the shipment between rail terminals. Local pickup and delivery services (referred to as “drayage”) between origin or destination and rail terminals are provided by our own trucking operations and third parties with whom we contract. Our predictive track and trace technology monitors the shipment to ensure that it arrives as scheduled and provides notification to our customer service personnel if there are service delays. During 2022, approximately 55 % of Hub’s drayage needs were provided by our own drivers and tractors, or by owner operators with whom we contracted. As of December 31, 2022, we operated trucking terminals at 26 locations throughout the United States, with locations in many large metropolitan areas. We also contract for services with independent owner-operators who supply their own equipment and operate under our regulatory authority. These assets and contractual services are used to support drayage for our intermodal service offering and to serve our customers who require high service local and regional trucking transportation using equipment dedicated to their needs. Our dedicated service operation offers fleets of equipment and drivers to each customer on a contract basis, as well as the management and infrastructure to operate according to the customer’s high service expectations. Truck Brokerage. We operate one of the largest truck brokerage operations in the United States, providing customers with a trucking option for their transportation needs. Our brokerage does not operate any trucks; instead we match customers’ needs with trucking carriers’ capacity to provide the most effective combination of service and price. We have contracts with a substantial base of carriers allowing us to meet the varied needs of our customers. Approximately half of our truck brokerage volume is generated from transactions in which we offer lane-based pricing at a fixed rate for periods of up to one year (referred to as “committed” pricing). The remaining portion of our volume is generated based on shorter term transactional lane-based rates (referred to as “transactional” pricing). In a typical truck brokerage transaction, the customer places an order with us for trucking transportation. We identify a third-party trucking carrier to handle the load and coordinate a delivery appointment. Once we receive confirmation that the freight has been picked up, we monitor the movement of the shipment until it reaches its destination and the delivery has been confirmed. 45 We offer a full range of trucking transportation services, including dry van, expedited, less-than-truckload, refrigerated and flatbed. We substantially increased the size of our brokerage service line and increased our refrigerated transportation capabilities through the acquisition of Choptank in October 2021. Logistics . Our logistics business offers a wide range of transportation management services and technology solutions including shipment optimization, load consolidation, mode selection, carrier management, load planning and execution, and shipment visibility. We offer multi-modal transportation services including full truckload, LTL, intermodal, final mile, railcar, small parcel and international transportation. We leverage proprietary technology along with collaborative relationships with third-party service providers to deliver cost savings and performance-enhancing supply chain services to our clients. Our transportation management offering also serves as a source of volume for our intermodal and truck brokerage service lines. Our logistics offering also includes warehousing, fulfillment, cross-docking and consolidation services. Many of the customers for these solutions are consumer goods companies who sell into the retail channel. Our business operates or has access to approximately 9.5 million square feet of warehousing and cross-dock space across North America, to which our customers ship their goods to be stored and distributed to destinations including residences, retail stores and other commercial locations. These services offer our customers shipment visibility, transportation cost savings, high service and compliance with retailers’ increasingly stringent supply chain requirements. In August 2022, we acquired TAGG which enhanced our presence in the consolidation and fulfillment space and added a complementary e-commerce offering to serve our customers' multimodal transportation and logistics needs. The acquisition added scale to our logistics service line and has resulted in cross-selling opportunities. In December 2020, we acquired NSD which added residential final mile transportation services to our logistics offering. Our final mile services include warehousing, product assembly, inbound transportation to warehouses, delivery of goods to residential locations, and revers e logistics services. Customers for our final mile services include retailers and consumer goods companies. We contract with nearly 200 vendors ac ross the United States who provide warehousing and transportation to support our final mile offering. The following table summarizes our disaggregated revenue by business line (in thousands) for the years ended December 31: 2022 2021 2020 Intermodal and transportation solutions $ 3,301,835 $ 2,656,128 $ 2,297,238 Truck brokerage 1,049,733 688,867 431,127 Logistics 988,922 887,388 767,279 Total revenue $ 5,340,490 $ 4,232,383 $ 3,495,644 NOTE 6. Goodwill and Other Intangible Assets In accordance with the FASB issued guidance in the Intangibles-Goodwill and Other Topic of the Codification, we completed the required annual impairment test. We performed a qualitative and quantitative assessment on goodwill and determined it was not more-likely-than-not that the fair value of our reporting unit was less than its carrying value. There were no accumulated impairment losses of goodwill at the beginning of the period. The following table presents the carrying amount of goodwill (in thousands): Goodwill Balance at December 31, 2020 $ 508,555 Acquisition $ 68,395 Other ( 37 ) Balance at December 31, 2021 $ 576,913 Acquisitions 52,489 Balance at December 31, 2022 $ 629,402 The change noted as “other” in the table above for 2021 refers to the amortization of the income tax benefit of tax goodwill in excess of financial statement goodwill. 46 The components of the “Other intangible assets” are as follows (in thousands): Net Gross Accumulated Carrying Amount Amortization Value Life As of December 31, 2022: Customer relationships $ 249,223 $ 72,157 $ 177,066 5 - 15 years Carrier network and agent relationships $ 15,000 $ 4,813 $ 10,187 4 years Developed technology $ 10,500 $ 1,449 $ 9,051 5 - 7 years Trade name $ 6,200 $ 5,118 $ 1,082 18 months Total $ 280,923 $ 83,537 $ 197,386 Net Gross Accumulated Carrying Amount Amortization Value Life As of December 31, 2021: Customer relationships $ 226,623 $ 53,156 $ 173,467 5 - 15 years Carrier network and agent relationships $ 15,000 $ 1,063 $ 13,937 4 years Developed technology $ 6,500 $ 232 $ 6,268 7 years Trade name $ 5,500 $ 2,500 $ 3,000 18 months Total $ 253,623 $ 56,951 $ 196,672 The above intangible assets are amortized using the straight-line method. Amortization expense was $ 26.6 million and $ 18.7 million for the years ended December 31, 2022 and 2021 , respectively. The remaining weighted average life of all definite lived intangible assets was 9.57 years and 10.30 years for the years ended December 31, 2022 and 2021 , respectively. Amortization expense for the next five years is expected to be as follows (in thousands): Total Year 1 $ 26,810 Year 2 24,251 Year 3 23,149 Year 4 20,449 Year 5 20,160 NOTE 7. Income Taxes The following is a reconciliation of our effective tax rate to the federal statutory tax rate: Years Ended December 31, 2022 2021 2020 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 3.5 3.5 3.6 Federal and state incentives ( 1.4 ) ( 0.5 ) ( 1.1 ) State law changes 0.4 1.1 ( 0.2 ) Permanent differences 0.2 0.6 0.2 Net effective rate 23.7 % 25.7 % 23.5 % 47 The following is a summary of our provision for income taxes (in thousands): Years Ended December 31, 2022 2021 2020 Current Federal $ 85,831 $ 51,918 $ 11,913 State and local 25,162 13,876 3,597 Foreign 32 38 11 111,025 65,832 15,521 Deferred Federal 7,366 ( 5,125 ) 6,548 State and local ( 7,388 ) ( 1,254 ) 465 Foreign 7 ( 17 ) 7 ( 15 ) ( 6,396 ) 7,020 Total provision $ 111,010 $ 59,436 $ 22,541 The following is a summary of our deferred tax assets and liabilities (in thousands): December 31, 2022 2021 Accrued compensation 21,035 19,226 Other reserves 30,588 17,896 Tax credit carryforwards 8,156 8,286 Operating loss carryforwards 166 881 Lease accounting liability 29,185 11,956 Total gross deferred income taxes 89,130 58,245 Valuation allowances ( 1,567 ) ( 5,023 ) Total deferred tax assets 87,563 53,222 Prepaids ( 6,077 ) ( 6,607 ) Property and equipment ( 156,961 ) ( 135,768 ) Intangibles ( 54,796 ) ( 55,466 ) Lease right-of-use asset ( 25,652 ) ( 11,325 ) Total deferred tax liabilities ( 243,486 ) ( 209,166 ) Total deferred taxes $ ( 155,923 ) $ ( 155,944 ) We are subject to income taxation in the United States, numerous state jurisdictions, Mexico and Canada. Because income tax return formats vary among the states, we file both unitary and separate company state income tax returns. We do not permanently reinvest our foreign earnings, all amounts are accrued and accounted for, though not material. We acquired a federal net operating loss carryforward of $ 4.1 million through the acquisition by way of merger with CaseStack, LLC in December 2018. The Internal Revenue Service ("IRS") loss limitation rules allowed us to utilize $ 1.3 million in each of the 2021, 2020 and 2019 tax years. The remaining net operating loss of $ 0.2 million was fully utilized in 2022. Our state tax net operating losses total $ 0.2 million. Some of those state losses have no expiration date while others will expire between December 31, 2023 , and December 31, 2041 . Management believes it is more likely than not that the loss carryforward deferred tax assets will be fully realized. Our federal incentive tax credit carryforward of $ 0.1 million expires between December 31, 2025 , and December 31, 2028 . Our state incentive tax credit carryforwards of $ 8.1 million expire between December 31, 2023 , and December 31, 2027 . Management believes it is more likely than not that approximately $ 6.6 million of the incentive carryforward deferred tax assets will be realized and a valuation allowance of $ 1.6 million has been established for the remainder which are not expected to be realized. 48 As of December 31, 2022 and December 31, 2021 , the amount of unrecognized tax benefits was $ 11.1 million and $ 6.6 million, respectively. If recognized, these benefits would decrease our income tax provision by $ 9.0 million and $ 5.4 million, respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): 2022 2021 Gross unrecognized tax benefits - beginning of the year $ 6,647 $ 4,292 Gross increases related to prior year tax positions 425 997 Gross increases related to current year tax positions 4,665 1,794 Lapse of applicable statute of limitations ( 621 ) ( 436 ) Gross unrecognized tax benefits - end of year $ 11,116 $ 6,647 We recognize interest and penalties related to income tax liabilities in our provision for income taxes. In 2022, we included $ 0.1 million in our provision for income taxes. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") was enacted in response to the COVID-19 pandemic. Among other things, the CARES Act includes provisions related to refundable payroll tax credits, deferment of the employer portion of social security payments, net operating loss carryback periods, modifications to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property. Though some provisions of the CARES Act do impact the Company, there was no material effect on the Company’s consolidated financial condition or results of operations for the years ended December 31, 2022, December 31, 2021 or December 31, 2020. On December 27, 2020, the Consolidated Appropriations Act (“CAA”) was enacted in further response to the COVID-19 pandemic, in combination with omnibus spending for the 2021 federal fiscal year. The CAA extended many of the provisions enacted by the CARES Act, the extension of which likewise did not have a material impact on the Company’s consolidated financial statements for the years ended December 31, 2022, December 31, 2021 or December 31, 2020. The Inflation Reduction Act of 2022 was signed into law on August 16, 2022, and the CHIPS and Science Act of 2022 was signed into law on August 9, 2022. These laws implement new tax provisions, primarily a 15 % corporate alternative minimum tax and a nondeductible 1 % excise tax on the fair market value of stock repurchased by publicly traded corporations. As of December 31, 2022, we do not anticipate any material impact of these provisions which are effective January 1, 2023. The two acts also provide various tax credits, several of which are transferable or refundable, for the investment in or production of clean-energy effective January 1, 2023. We will continue to evaluate potential tax benefits available under the acts as additional guidance is issued in future periods. NOTE 8. Fair Value Measurement The carrying value of cash and cash equivalents, accounts receivable and accounts payable materially approximated fair value as of December 31, 2022 and 2021. As of December 31, 2022, the fair value of the Company’s fixed-rate borrowings was $ 11.7 million less than the historical carrying value of $ 342.5 million. As of December 31, 2021, the $ 274.8 million carrying value of the Company's fixed-rate borrowings approximated the fair value. The fair value of the fixed-rate borrowings was estimated using an income approach based on current interest rates available to the Company for borrowings on similar terms and maturities. We consider as cash equivalents all highly liquid instruments with an original maturity of three months or less. As of December 31, 2022 and 2021, our cash and temporary investments were with high quality financial institutions in demand deposit accounts, savings accounts, checking accounts and money market accounts. Restricted investments included $ 18.1 million and $ 24.3 million as of December 31, 2022 and 2021, respectively, of mutual funds and other security investments which are reported at fair value. These investments relate to the nonqualified deferred compensation plan that is described in Note 14 and insurance deposits. Our assets and liabilities measured at fair value are based on valuation techniques which consider prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. These valuation methods are based on either quoted market prices (Level 1) or inputs, other than quoted prices in active markets, that are observable either directly or indirectly (Level 2), or unobservable inputs (Level 3). Cash and cash equivalents, accounts receivable, accounts payable and mutual funds and related liabilities are defined as “Level 1,” while long-term debt is defined as “Level 2” of the fair value hierarchy in the Fair Value Measurements and Disclosures Topic of the Codification. 49 NOTE 9. Property and Equipment Property and equipment consist of the following (in thousands): December 31, 2022 2021 Land $ 24,724 $ 24,724 Building and improvements 90,233 36,617 Leasehold improvements 9,854 7,955 Computer equipment and software 169,309 156,169 Furniture and equipment 25,586 14,775 Transportation equipment 973,739 863,956 Construction in process 902 45,248 1,294,347 1,149,444 Less: Accumulated depreciation ( 510,664 ) ( 467,993 ) Property and Equipment, net $ 783,683 $ 681,451 Depreciation expense related to property and equipment was $ 103.1 million, $ 95.5 million and $ 95.3 million for the years ended December 31, 2022, 2021 and 2020 , respectively. NOTE 10. Long-Term Debt and Financing Arrangements In February 2022, we entered into a five-year , $ 350 million unsecured credit agreement (the "Credit Agreement"). Borrowings under the Credit Agreement generally bear interest at a variable rate equal to (i) the secured overnight financing rate (published by the Federal Reserve Bank of New York, “SOFR”), plus a specified margin based on the term of such borrowing, plus a specified margin based upon Hub’s total net leverage ratio (as defined in the Credit Agreement) (the "Total Net Leverage Ratio"), or (ii) the base rate (which is the highest of (a) the administrative agent's prime rate, (b) the federal funds rate plus 0.50 % or (c) the sum of 1 % and one-month SOFR ) plus a specified margin based upon the Total Net Leverage Ratio. The specified margin for SOFR loans varies from 100.0 to 175.0 basis points per annum. The specified margin for base rate loans varies from 0.0 to 75.0 basis points per annum. Hub must also pay (1) a commitment fee ranging from 10.0 to 25.0 basis points per annum (based upon the Total Net Leverage Ratio) on the aggregate unused commitments and (2) a letter of credit fee ranging from 100.0 to 175.0 basis points per annum (based upon the Total Net Leverage Ratio) on the undrawn amount of letters of credit. We have standby letters of credit that expire in 2023 . As of December 31, 2022 and December 31, 2021, our letters of credit were $ 43.4 million and $ 41.3 million, respectively. As of December 31, 2022 and December 31, 2021 , we had no borrowings under our respective credit agreements and our unused and available borrowings were $ 306.6 million and $ 308.7 million, respectively. We were in compliance with the financial covenants in our debt agreements as of December 31, 2022 and December 31, 2021. We have entered into various Equipment Notes (“Notes”) for the purchase of tractors, trailers, containers and refrigeration units. The Notes are secured by the underlying equipment financed in the agreements. 50 Our outstanding Notes are as follows (in thousands): December 31, December 31, 2022 2021 Interim funding for equipment received and expected to be converted to an equipment note in subsequent year; interest paid at a variable rate $ 6,137 $ 17,186 Secured Equipment Notes due on various dates in 2027 commencing on various dates in 2022 ; interest is paid monthly at a fixed annual rate between 2.07 % and 5.82 % 177,295 - Secured Equipment Notes due on various dates in 2026 commencing on various dates in 2021 ; interest is paid monthly at a fixed annual rate between 1.48 % and 2.41 % 78,359 94,766 Secured Equipment Notes due on various dates in 2025 commencing on various dates in 2020 ; interest is paid monthly at a fixed annual rate between 1.51% and 1.80 % 43,955 63,308 Secured Equipment Notes due on various dates in 2024 commencing on various dates in 2017 , 2019 and 2020 ; interest is paid monthly at a fixed annual rate between 2.50 % and 3.59 % 20,751 34,432 Secured Equipment Notes due on various dates in 2023 commencing on various dates from 2015 to 2019 ; interest is paid monthly at a fixed annual rate between 2.20 % and 4.20 % 15,968 61,824 Secured Equipment Notes due on various dates in 2022 commencing on various dates from 2015 to 2017 ; interest is paid monthly at a fixed annual rate of between 2.20 % and 2.96 % - 3,236 342,465 274,752 Less current portion ( 101,741 ) ( 97,273 ) Total long-term debt $ 240,724 $ 177,479 Aggregate principal payments, in thousands, due subsequent to December 31, 2022, are as follows: Year 1 $ 101,741 Year 2 82,809 Year 3 73,645 Year 4 57,317 Year 5 26,953 $ 342,465 NOTE 11. Leases In accordance with ASC 842, “Leases,” (“ASC 842”) which requires lessees to recognize a right-of-use asset (“ROU”) and a lease obligation for all leases, we made an accounting policy election to not recognize an asset and liability for leases with a term of twelve months or less. As of December 31, 2022, we recorded $ 103.3 million of ROU assets and $ 109.3 million of lease liabilities on our consolidated balance sheet. As of December 31, 2021, we recorded $ 45.3 million of ROU assets and $ 47.5 million of lease liabilities on our consolidated balance sheet. The increase in ROU assets and lease liabilities was primarily the result of the TAGG acquisition. The lease liabilities recognized are measured based upon the present value of minimum future payments. The ROU assets are equal to lease liabilities upon initial recording, adjusted for prepaid and accrued rent balances which are recorded in the Consolidated Balance Sheets. 51 Hub currently does not have any variable lease payments that depend on an index or a rate (such as the Consumer Price Index or a market interest rate). Some leases have options to extend or terminate the agreement, which management assesses in determining the estimated lease term. If any of the options to extend a lease are exercised, this change will be reflected as a remeasurement of the ROU asset and lease liability accordingly. As of December 31, 2022, the ROU asset and lease liabilities do not reflect any options to extend or terminate a lease as management is not reasonably certain it will exercise any of these options. Also, current leases do not contain any restrictions or covenants imposed by the leases or residual value guarantees. As of December 31, 2022, Hub signed new property lease contracts which had not commenced. Based on the present value of the lease payments, the estimated ROU assets and lease liabilities related to these contracts will total approximately $ 74.4 million. Discount rates are not specified on the individual lease contracts at the commencement date. To determine the present value of the lease payments, Hub used its incremental borrowing rate which was determined based on Hub’s credit standing and factoring in the current 12-month SOFR rate published at the time of the lease commencement. This incremental borrowing rate represents the rate of interest that Hub would have to pay to borrow on a collateralized basis over a similar term and amounts equal to the lease payments in a similar economic environment. The following table summarizes the lease costs (in thousands), which are included in transportation costs and general and administrative costs in the accompanying consolidated statement of income: Years Ended December 31, 2022 2021 2020 Amortization of finance right-of-use assets $ 2,075 $ 2,304 $ 2,309 Interest on finance lease liabilities 13 29 135 Finance lease cost 2,088 2,333 2,444 Operating lease cost 21,232 12,343 10,946 Short-term lease cost 379 171 238 Sublease income ( 251 ) ( 327 ) ( 469 ) Total lease cost $ 23,448 $ 14,520 $ 13,159 The following table represents the maturity of operating and finance lease liabilities (in thousands): December 31, 2022 Operating Leases Finance Leases Total Year 1 $ 33,547 $ 1,179 $ 34,726 Year 2 29,618 - 29,618 Year 3 24,081 - 24,081 Year 4 16,300 - 16,300 Year 5 9,136 - 9,136 Thereafter 5,618 - 5,618 Total 118,300 1,179 119,479 Imputed interest 10,196 4 10,200 Present value of lease payments 108,104 1,175 109,279 Less: current lease liabilities 29,547 1,175 30,722 Long-term lease liabilities $ 78,557 $ - $ 78,557 52 December 31, 2021 Operating Leases Finance Leases Total Year 1 $ 12,253 $ 1,257 $ 13,510 Year 2 9,904 - 9,904 Year 3 8,133 - 8,133 Year 4 6,842 - 6,842 Year 5 5,320 - 5,320 Thereafter 6,436 - 6,436 Total 48,888 1,257 50,145 Imputed interest 2,608 6 2,614 Present value of lease payments 46,280 1,251 47,531 Less: current lease liabilities 11,364 1,251 12,615 Long-term lease liabilities $ 34,916 $ - $ 34,916 The following table presents supplemental cash flow and noncash information related to leases: Years Ended December 31, 2022 2021 2020 Operating cash flows from operating leases $ 19,135 $ 11,523 $ 9,419 Financing cash flows from finance leases 2,093 2,682 3,066 Operating cash flows from finance leases 13 29 135 Cash paid for lease liabilities $ 21,241 $ 14,234 $ 12,620 Right-of-use assets obtained in exchange for new $ ( 2,017 ) $ ( 72 ) $ ( 71 ) financing lease liabilities (net of disposals) Rights-of-use assets obtained in exchange for new $ 77,178 $ 11,684 $ 17,875 operating lease liabilities (net of disposals) The weighted average remaining lease term and discount rates as of December 31, are as follows (in thousands): December 31, 2022 December 31, 2021 Weighted average remaining lease term — finance leases 0.6 years 0.6 years Weighted average remaining lease term — operating leases 4.06 years 5.11 years Weighted average discount rate — finance leases 1.20 % 1.56 % Weighted average discount rate — operating leases 4.51 % 2.14 % NOTE 12. Internal-Use Software We capitalize internal and external costs, which include costs related to the development of our cloud computing or hosting arrangements, incurred to develop internal use software per ASC Subtopic 350-40. Refer to Note 1 "Description of Business and Summary of Significant Accounting Policies" for information regarding accounting policy. We had total capitalized internal use software costs, which include costs related to the development of our cloud computing or hosting arrangements, net of accumulated amortization, of $ 57.3 million and $ 58.7 million as of December 31, 2022 and 2021, respectively. The 2022 balance consists of capitalized implementation costs of $ 11.4 million, net of accumulated amortization, related to our cloud hosting arrangements, which are classified in other assets in our consolidated balance sheet and capitalized internal-use software costs of $ 45.9 million, net of accumulated amortization, which are classified in property and equipment in our consolidated balance sheet. The 2021 balance consists of capitalized implementation costs of $ 12.4 million, net of accumulated amortization, related our cloud hosting arrangements, which are classified in other assets in our consolidated balance sheet and capitalized internal-use software costs of $ 46.3 million, net of accumulated amortization, which are classified in property and equipment in our consolidated balance sheet. We capitalized total implementation and internal-use software costs of $ 15.7 million and $ 13.7 million in 2022 and 2021 , respectively. Implementation and internal-use software costs are amortized, once ready for intended use, over its expected useful life or the term of the associated hosting arrangements of generally up to 10 years. 53 NOTE 13. Stock-Based Compensation Plans The 2022 Long-Term Incentive Plan (the “2022 Incentive Plan”) was approved by the Board of Directors and subsequently approved by the Company’s stockholders at the 2022 annual meeting. Upon stockholder approval of the 2022 Incentive Plan, no further grants were authorized under the Company’s 2017 Long-Term Incentive Plan (referred to herein as the “2017 Incentive Plan”). The 2022 Incentive Plan authorizes a broad range of awards including stock options, stock appreciation rights, restricted stock and restricted stock units, performance shares or units, other stock-based awards, and cash incentive awards to all employees (including the Company’s executive officers), directors, consultants, independent contractors or agents of us or a related company. The 2022 Incentive Plan is effective as of May 24, 2022. As of December 31, 2022 , 1,548,848 shares were available for future grant under the 2022 Incentive Plan. We have awarded time-based restricted stock to our employees and the Company’s non-employee directors (“Outside Directors”). This restricted stock vests ratably (once per year) over a three to five-year period for recipients other than Outside Directors. Outside Directors’ restricted stock vests over a one-year period. In 2022, 2021 and 2020, we also granted performance-based restricted stock to our executive officers. The performance-based restricted stock vests upon the third anniversary of its issuance if certain financial targets are achieved. Share-based compensation expense for 2022, 2021 and 2020 was $ 20.6 million, $ 20.1 million and $ 17.1 million or $ 15.7 million, $ 14.9 million and $ 13.1 million, net of taxes, respectively. Included in the 2022, 2021 and 2020 share-based compensation expense was $ 5.6 million, $ 5.8 million and $ 4.5 million of performance-based share expenses or $ 4.2 million, $ 4.3 million and $ 3.5 million, net of taxes, respectively. The fair value of non-vested restricted stock is equal to the market price of our stock at the date of grant. The following table summarizes the non-vested restricted stock activity for the year ended December 31, 2022: Time-Based Performance-Based Restricted Stock Restricted Stock Weighted Weighted Time-Based Average Performance-Based Average Restricted Stock Grant Date Restricted Stock Grant Date Shares Fair Value Shares Fair Value Non-vested January 1, 2022 905,367 $ 59.00 128,954 $ 54.45 Granted 214,672 $ 82.91 55,794 $ 80.87 Vested ( 272,410 ) $ 55.02 ( 8,000 ) $ 37.20 Forfeited ( 117,409 ) $ 60.59 ( 22,898 ) $ 59.31 Non-vested at December 31, 2022 730,220 $ 67.22 153,850 $ 64.20 The following table summarizes the restricted stock granted during the respective years: Time-based restricted stock grants 2022 2021 2020 Employees 191,644 510,017 312,855 Outside directors 23,028 24,563 26,341 Total 214,672 534,580 339,196 Weighted average grant date fair value $ 82.91 $ 66.02 $ 52.07 Vesting period 1 - 5 years 1 - 5 years 1 - 5 years The performance-based restricted stock granted in 2020 earned a 200 % award therefore an additional 4,000 shares were issued to settle the award on the vesting date of January 2, 2023 . The 2022 grant of performance-based restricted stock resulted in the issuance of 51,794 shares. The performance-based restricted stock grants were 79,608 in 2021 and 75,288 in 2020. The weighted average grant date fair value of these shares was $ 84.24 in 2022 , $ 57.00 in 2021 , and $ 51.07 in 2020. The total fair value of restricted shares vested during the years ended December 31, 2022, 2021 and 2020 was $ 22.7 million, $ 25.4 million and $ 17.8 million, respectively. 54 As of December 31, 2022, 2021, and 2020 , there was $ 41.3 million, $ 45.5 million and $ 27.5 million of unrecognized compensation cost related to non-vested time-based compensation, respectively, that is expected to be recognized over a weighted average period for 2022, 2021, and 2020 of 2.67 years, 3.11 years and 2.47 years, respectively. Additionally, as of December 31, 2022, 2021, and 2020 there was $ 7.6 million, $ 6.5 million and $ 4.0 million of unrecognized compensation cost, respectively, related to the non-vested performance-based restricted stock compensation that is expected to be recognized over a weighted average period of 1.5 years for 2022, 2021 and 2020. During January 2023, we granted 205,488 shares of restricted stock, which includes 53,437 performance-based shares and 131,915 time-based shares, to certain employees and 20,136 shares of restricted stock to our Outside Directors with a weighted average grant date fair value of $ 79.49 . These time-based grants vest ratably (once per year) over a five-year period for employees and a one-year period for Outside Directors. Performance-based grants vest after three years . NOTE 14. Employee Benefit Plans We have a profit-sharing plan under section 401(k) of the Internal Revenue Code. At our discretion, we partially match qualified contributions made by employees to the plan. We incurred expense related to the employer match for this plan of $ 6.7 million in 2022 , $ 5.7 million in 2021 and $ 5.2 million in 2020. In January 2005, we established the Hub Group, Inc. Nonqualified Deferred Compensation Plan (the “Plan”) to provide added incentive for the retention of certain key employees. Under the Plan, which was amended in 2008, participants can elect to defer certain compensation. Accounts grow on a tax-deferred basis to the participant. Restricted investments included in the Consolidated Balance Sheets represent the fair value of the mutual funds and other security investments related to the Plan as of December 31, 2022 and 2021. Both realized and unrealized gains and losses are included in income and expense and offset the change in the deferred compensation liabilit y. We provide a 50 % match on the first 6% of employee compensation deferred under the Plan which vests over three years with a maximum match equivalent to 3 % of base salary. We incurred expense of $ 0.3 million per year related to the employer match for this plan in 2022, 2021 and 2020. The liabilities related to these plans as of December 31, 2022 and 2021 were $ 17.8 million and $ 24.1 million, respectively. NOTE 15. Legal Matters The Company is involved in certain claims and pending litigation arising from the normal conduct of business, including putative class-action lawsuits involving employment related claims. Based on management's present knowledge, management does not believe that any potential unrecorded loss contingencies arising from these pending matters are likely to have a material adverse effect on the Company's overall financial position, operating results, or cash flows after taking into account any existing accruals for settlements or losses determined to be probable and estimable. However, actual outcomes could be material to the Company's financial position, operating results, or cash flows for any particular period. NOTE 16. Stock Repurchase Plans In October 2022, the Board authorized the purchase of up to $ 200 million of our Class A Common Stock pursuant to a share repurchase program (the “ 2022 Program ” ). Under the 2022 Program, the shares may be repurchased in the open market or in privately negotiated transactions, from time to time subject to market and other conditions. The approved share repurchase program does not obligate us to repurchase any dollar amount or number of shares and the program may be modified, suspended, or discontinued at any time. 55 We purchased 1,478,665 shares for $ 118.1 million during 2022 , 134,329 shares for $ 9.1 million during 2021 and 148,242 shares for $ 8.0 million in 2020 . The table below summarizes the number of shares delivered to us by employees to satisfy the mandatory tax withholding requirement upon vesting of restricted stock during 2022. The shares repurchased to satisfy the mandatory tax withholding requirements do not reduce the repurchase authority under our share repurchase program. Shares purchased in connection with the related party transactions are presented as part of publicly announced plan because the transaction was separately approved by our Board of Directors. Refer to Note 17 “Related Party Transactions” for additional information. Maximum Value of Total Total Number of Shares that May Yet Number of Average Shares Purchased as Be Purchased Under Shares Price Paid Part of Publicly the Plan Purchased Per Share Announced Plan (in 000’s) 1/1/2022 - 1/31/2022 65,419 $ 84.24 - $ - 2/1/2022 - 2/28/2022 950 $ 78.31 - $ - 3/1/2022 - 3/31/2022 - $ - - $ - 4/1/2022 - 4/30/2022 1,154 $ 67.13 - $ - 5/1/2022 - 5/31/2022 553 $ 71.92 - $ - 6/1/2022 - 6/30/2022 164 $ 69.47 - $ - 7/1/2022 - 7/31/2022 769 $ 71.17 - $ 75,002 8/1/2022 - 8/31/2022 835,877 $ 82.67 835,849 $ 40,667 9/1/2022 - 9/30/2022 539,864 $ 75.34 539,769 $ - 10/1/2022 - 10/31/2022 23,905 $ 73.20 - $ 200,000 11/1/2022 - 11/30/2022 2,946 $ 78.12 - $ 200,000 12/1/2022 - 12/31/2022 7,064 $ 78.44 - $ 200,000 Total 1,478,665 $ 79.85 1,375,618 $ 200,000 NOTE 17. Related Party Transactions In August 2022, the Company entered into a Common Stock Exchange and Repurchase Agreement (the “Agreement”) with entities affiliated with David P. Yeager, then the Company’s Chairman of the Board of Directors and Chief Executive Officer (collectively, the “DPY Entities”) and entities affiliated with Mark A. Yeager, the brother of David P. Yeager (collectively, the “MAY Entities”). Pursuant to the Agreement, the MAY Entities transferred 243,755 shares of Class B Common Stock, $ 0.01 par value per share, to the DPY Entities in exchange for 342,728 shares of Class A Common Stock, $ 0.01 par value per share (the “Class A Exchange Shares”; such transfer in exchange for the Class A Exchange Shares is referred to herein as the “Exchange”) . Immediately after the consummation of the Exchange, the MAY Entities sold to the Company (i) all of the Class A Exchange Shares and (ii) 87,393 shares of Class B Common Stock (the “Remaining Class B Shares”), representing all of the remaining shares of Class B Common Stock owned by the MAY Entities, for an aggregate purchase price of $ 34.8 million (the “Repurchase” and, together with the “Exchange,” the “Transaction” ). The purchase price for the Repurchase was based on a price per share equal to the closing price of Class A Common Stock on the Nasdaq Global Market on the date of the Agreement. In accordance with the Company’s certificate of incorporation the Remaining Class B Shares acquired by the Company were cancelled and converted into Class A Common Stock upon acquisition and are not available for reissuance. The Transaction was approved by the Company’s Audit Committee of the Board pursuant to the Company’s Related Person Transaction Policy approval procedures. 56 NOTE 18. Subsequent Event We continually monitor and review our segment reporting structure in accordance with authoritative guidance to determine whether any changes have occurred that would impact our reportable segments. Because of the change in the Chief Operating Decision Maker (“CODM”) of the Company at the beginning of 2023, we are evaluating the potential realignment of the business and reportable segment information based on the information the CODM regularly reviews to evaluate performance for operating decision-making purposes, including evaluation and allocation of resources. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.