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 ) 31 Consolidated Balance Sheets - December 31, 2023 and December 31, 2022 32 Consolidated Statements of Income and Comprehensive Income – Years ended December 31, 2023, December 31, 2022 and December 31, 2021 33 Consolidated Statements of Stockholders’ Equity – Years ended December 31, 2023, December 31, 2022 and December 31, 2021 34 Consolidated Statements of Cash Flows – Years ended December 31, 2023, December 31, 2022 and December 31, 2021 35 Notes to Consolidated Financial Statements 36 Schedule II – Valuation and Qualifying Accounts S- 1 30 R EPORT 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, 2023 and 2022, 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, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with 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, 2023, 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 27, 2024 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, 2023, 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 $39.1 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 27, 2024 31 HUB GROUP, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts) December 31, 2023 2022 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 187,270 $ 286,642 Accounts receivable trade, net 600,197 716,190 Other receivables 3,358 3,967 Prepaid taxes 17,331 16,987 Prepaid expenses and other current assets 41,089 32,914 TOTAL CURRENT ASSETS 849,245 1,056,700 Restricted investments 20,763 18,065 Property and equipment, net 791,692 783,683 Right-of-use assets - operating leases 210,742 102,114 Right-of-use assets - financing leases 2,522 1,194 Other intangibles, net 304,607 197,386 Goodwill, net 733,695 629,402 Other assets 22,781 21,537 TOTAL ASSETS $ 2,936,047 $ 2,810,081 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable trade $ 349,378 $ 344,751 Accounts payable other 14,471 15,563 Accrued payroll 21,731 66,669 Accrued other 121,253 132,324 Lease liability - operating leases 44,690 29,547 Lease liability - financing leases 1,579 1,175 Current portion of long-term debt 105,108 101,741 TOTAL CURRENT LIABILITIES 658,210 691,770 Long-term debt 245,574 240,724 Non-current liabilities 55,287 43,505 Lease liability - operating leases 177,699 78,557 Lease liability - financing leases 865 - Deferred taxes 163,767 155,923 STOCKHOLDERS' EQUITY: Preferred stock, $ .01 par value; 2,000,000 shares authorized; no shares issued or outstanding in 2023 and 2022 - - Common stock Class A: $ .01 par value; 97,337,700 shares authorized; 75,524,189 shares issued in both 2023 and 2022; 62,200,921 shares outstanding in 2023 and 65,868,145 shares outstanding in 2022. 755 755 Class B: $ .01 par value; 662,300 shares authorized; 574,903 shares issued and outstanding in 2023 and 2022. 6 6 Additional paid-in capital 225,288 207,823 Purchase price in excess of predecessor basis, net of tax benefit of $ 10,306 ( 15,458 ) ( 15,458 ) Retained earnings 1,949,110 1,781,582 Accumulated other comprehensive loss ( 129 ) ( 214 ) Treasury stock; at cost, 13,323,268 shares in 2023 and 9,656,044 shares in 2022. ( 524,927 ) ( 374,892 ) TOTAL STOCKHOLDERS' EQUITY 1,634,645 1,599,602 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,936,047 $ 2,810,081 The accompanying notes to consolidated financial statements are an integral part of these statements. 32 HUB GROUP, INC. C ONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (in thousands, except per share amounts) Twelve Months Ended December 31, 2023 2022 2021 Operating revenue $ 4,202,585 $ 5,340,490 $ 4,232,383 Operating expenses: Purchased transportation and warehousing 3,145,595 4,036,503 3,172,122 Salaries and benefits 553,326 543,010 589,997 Depreciation and amortization 143,523 131,789 116,473 Insurance and claims 49,040 58,064 44,467 General and administrative 105,705 120,579 90,040 Gain on sale of assets, net ( 6,835 ) ( 24,176 ) ( 19,173 ) Total operating expenses 3,990,354 4,865,769 3,993,926 Operating income 212,231 474,721 238,457 Other income (expense): Interest expense ( 13,435 ) ( 7,506 ) ( 7,307 ) Interest income 10,011 874 5 Other, net 397 ( 131 ) ( 245 ) Total other expense, net ( 3,027 ) ( 6,763 ) ( 7,547 ) Income before provision for income taxes 209,204 467,958 230,910 Provision for income taxes 41,676 111,010 59,436 Net income 167,528 356,948 171,474 Other comprehensive income: Foreign currency translation adjustments 85 ( 7 ) ( 16 ) Total comprehensive income $ 167,613 $ 356,941 $ 171,458 Basic earnings per common share $ 2.65 $ 5.37 $ 2.56 Diluted earnings per common share $ 2.62 $ 5.32 $ 2.53 Basic weighted average number of shares outstanding 63,324 66,418 66,868 Diluted weighted average number of shares outstanding 63,954 67,118 67,784 The accompanying notes to consolidated financial statements are an integral part of these statements. 33 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, 2020 76,099,092 $ 761 $ 185,716 $ ( 15,458 ) $ 1,253,160 $ ( 191 ) ( 7,675,084 ) $ ( 266,065 ) $ 1,157,923 Stock tendered for payments of withholding taxes - - - - - - ( 268,658 ) ( 9,123 ) ( 9,123 ) Issuance of restricted stock awards, net of forfeitures - - ( 16,858 ) - - - 984,710 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 76,099,092 $ 761 $ 188,914 $ ( 15,458 ) $ 1,424,634 $ ( 207 ) ( 6,959,032 ) $ ( 258,330 ) $ 1,340,314 Stock tendered for payments of withholding taxes - - - - - - ( 206,094 ) ( 8,312 ) ( 8,312 ) Purchase of treasury stock - - - - - - ( 1,890,994 ) ( 75,000 ) ( 75,000 ) Purchase of treasury stock from related party (Note 17) - - - - - - ( 860,242 ) ( 34,767 ) ( 34,767 ) Issuance of restricted stock awards, net of forfeitures - - ( 1,517 ) - - - 260,318 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 76,099,092 $ 761 $ 207,823 $ ( 15,458 ) $ 1,781,582 $ ( 214 ) ( 9,656,044 ) $ ( 374,892 ) $ 1,599,602 Stock tendered for payments of withholding taxes - - - - - - ( 257,630 ) ( 10,148 ) ( 10,148 ) Purchase of treasury stock - - - - - - ( 3,762,968 ) ( 143,770 ) ( 143,770 ) Issuance of restricted stock awards, net of forfeitures - - ( 3,883 ) - - - 353,374 3,883 - Share-based compensation expense - - 21,348 - - - - - 21,348 Net income - - - - 167,528 - - - 167,528 Foreign currency translation adjustment - - - - - 85 - - 85 Balance December 31, 2023 76,099,092 $ 761 $ 225,288 $ ( 15,458 ) $ 1,949,110 $ ( 129 ) ( 13,323,268 ) $ ( 524,927 ) $ 1,634,645 The accompanying notes to consolidated financial statements are an integral part of these statements. 34 HUB GROUP, INC. C ONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Years Ended December 31, 2023 2022 2021 Cash flows from operating activities: Net Income $ 167,528 $ 356,948 $ 171,474 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of intangibles and right-of-use assets 184,449 153,726 130,629 Impairment of right-of-use asset 2,012 5,874 - Deferred taxes 9,587 4,448 ( 3,992 ) Compensation expense related to share-based compensation plans 21,348 20,426 20,056 Gain on sale of assets ( 6,835 ) ( 24,176 ) ( 19,173 ) Changes in operating assets and liabilities, net of acquisitions: Restricted investments ( 2,698 ) 6,191 ( 903 ) Accounts receivable, net 145,088 8,298 ( 115,568 ) Prepaid taxes ( 344 ) ( 14,796 ) ( 856 ) Prepaid expenses and other current assets ( 5,974 ) ( 3,111 ) ( 647 ) Other assets ( 3,732 ) ( 4,231 ) ( 2,883 ) Accounts payable 1,215 ( 89,103 ) 78,448 Accrued expenses ( 63,626 ) 57,613 9,686 Non-current liabilities ( 25,860 ) ( 19,944 ) ( 13,436 ) Net cash provided by operating activities 422,158 458,163 252,835 Cash flows from investing activities: Proceeds from sale of equipment 27,717 42,929 45,177 Purchases of property and equipment ( 140,068 ) ( 219,140 ) ( 132,952 ) Acquisitions, net of cash acquired ( 260,810 ) ( 102,661 ) ( 122,360 ) Net cash used in investing activities ( 373,161 ) ( 278,872 ) ( 210,135 ) Cash flows from financing activities: Purchase of treasury stock ( 143,770 ) ( 75,000 ) - Repayments of long-term debt ( 105,771 ) ( 111,482 ) ( 107,608 ) Stock tendered for payments of withholding taxes ( 10,148 ) ( 8,312 ) ( 9,123 ) Finance lease payments ( 2,708 ) ( 2,093 ) ( 2,682 ) Purchase of treasury stock from related party (Note 17) - ( 34,767 ) - Proceeds from issuance of debt 113,988 179,195 112,001 Net cash used in financing activities ( 148,409 ) ( 52,459 ) ( 7,412 ) Effect of exchange rate changes on cash and cash equivalents 40 26 ( 10 ) Net increase (decrease) in cash and cash equivalents ( 99,372 ) 126,858 35,278 Cash and cash equivalents beginning of the year 286,642 159,784 124,506 Cash and cash equivalents end of the year $ 187,270 $ 286,642 $ 159,784 Supplemental disclosures of cash paid for: Interest $ 12,510 $ 7,991 $ 7,602 Income taxes $ 34,882 $ 128,812 $ 58,593 The accompanying notes to consolidated financial statements are an integral part of these statements. 35 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 using 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 December 20, 2023, we acquired Forward Air Final Mile (“FAFM”). On August 22, 2022, we acquired TAGG Logistics, LLC (“TAGG”). On October 19, 2021, we acquired Choptank Transport, LLC (“Choptank”). Refer to Note 4 “ Acquisitions ” 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, 2023 and 2022 , 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, 2023 and 2022. 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 $ 34.7 million and $ 38.6 million as of December 31, 2023 and 2022 , 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. 36 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. Beginning with the first quarter of 2023, we concluded that we had two reportable segments and two reporting units: Intermodal and Transportation Solutions (“ITS”) and Logistics which are based primarily on the services each segment provides. 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 units is less than their 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 its reporting units to their fair value. If the fair value of a 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 2023 and 2022 as required and determined it was not more-likely-than-not that the fair value of our reporting units 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, 2023 and 2022, we had an accrual of approximately $ 39.1 million and $ 38.8 million, 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, 2023, 2022 and 2021 , one customer accounted for more than 10 % of our annual revenue in both segments. We review a custo mer’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. 37 The following table includes the one customer that represented 10% or more of our annual revenue by segment during the last three fiscal years: Years Ended Customer A December 31, 2023 2022 2021 ITS 13 % 14 % 14 % Logistics 11 % 12 % 15 % Total operating revenue 13 % 13 % 15 % 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 $ 1.2 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 . New Pronouncements: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 enhanced annual disclosures regarding the rate reconciliation and income taxes paid information. For public business entities, ASU 2023-09 is effective for annual periods beginning after December 15, 2024. We are assessing the impact of this guidance on our disclosures; it will not have an impact on our results of operations, cash flows, or financial condition. 38 In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires retrospective disclosure of significant segment expenses and other segment items on an annual and interim basis. Additionally, it requires disclosure of the title and position of the Chief Operating Decision Maker (“CODM”). This ASU will be effective for the Company’s fiscal December 31, 2024 year-end and interim periods beginning in fiscal 2025, with early adoption permitted. We are assessing the impact of this guidance on our disclosures; it will not have an impact on our results of operations, cash flows or financial condition. 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. Reclassifications: Due to presentation changes made in our consolidated statements of income, certain prior year amounts have been reclassified to conform with the current year presentation. On January 4, 2024, the Company announced a two-for-one stock split of the Company’s Class A and Class B common stock. The stock split was implemented in the form of a distribution of one additional Class A share for each share outstanding. The record date for the stock split was as of the close of business on January 16, 2024. The Company distribution date of the additional shares was January 26, 2024. As a result of the stock split, the number of authorized shares remained unchanged . Additionally, the par value per share of the common stock remains unchanged. All other sh are amounts in our consolidated balance sheets, consolidated statements of income and comprehensive income, consolidated statements of stockholders' equity and related footnote disclosures have been adjusted and presented as though the stock split had occurred on January 1, 2021. NOTE 2. Capital Structure We have authorized common stock comprised of Class A Common Stock and Cla ss 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. 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, 2023 2022 2021 Net income $ 167,528 $ 356,948 $ 171,474 Weighted average shares outstanding - basic 63,324 66,418 66,868 Dilutive effect of restricted stock 630 700 916 Weighted average shares outstanding - diluted 63,954 67,118 67,784 Earnings per share net income Basic $ 2.65 $ 5.37 $ 2.56 Diluted $ 2.62 $ 5.32 $ 2.53 NOTE 4. Acquisitions Forward Air Final Mile Acquisition On December 20, 2023 , we acquired 100 % of the equity interest of Forward Air Final Mile (“FAFM”). FAFM provides residential last mile delivery services and installation of big and bulky goods, with a focus on appliances, throughout the United States. Total consideration for the transaction was $ 261 million paid from cash on hand. The financial results of FAFM, since the date of acquisition, are included in our Logistics segment. 39 The acquisition of FAFM expanded our final mile services to include the delivery and installation of appliances. FAFM provides residential last mile delivery services through a non-asset business model, working with a network of over 350 carriers throughout the country. The initial accounting for the acquisition of FAFM 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. In addition, the Company is in the preparation and final review process of the applicable future cash flows used in determining the purchase accounting. Finally, certain post-closing activities outlined in the acquisition agreement remain incomplete. As a result, the amounts recorded in the consolidated financial statements related to the FAFM acquisition are preliminary and the measurement period remains open. The following table summarizes the preliminary allocation of the total consideration to the assets acquired and liabilities assumed as of the date of the acquisition (in thousands): December 20, 2023 Accounts receivable trade $ 28,574 Prepaid expenses and other current assets 2,305 Property and equipment 3,241 Right-of-use assets - operating leases 15,003 Other intangibles 134,456 Goodwill 103,922 Other assets 173 Total assets acquired $ 287,674 Accounts payable trade $ 155 Accounts payable other 2,177 Accrued payroll 1,271 Accrued other 8,132 Lease liability - operating leases short-term 6,145 Other long term liabilities 19 Lease liability - operating leases long-term 8,857 Total liabilities assumed $ 26,756 Total consideration $ 260,918 Cash paid, net $ 260,918 The FAFM 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 20, 2023 with the remaining unallocated purchase price recorded as goodwill. The goodwill recognized in the FAFM 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 $ 5.1 million of transaction costs associated with this transaction prior to the closing date that are reflected in general and administrative expense and insurance and claims expense in the accompanying Consolidated Statements of Income for the year ended December 31, 2023. The components of “Other intangibles” listed in the above table as of the acquisition date are preliminarily estimated based on prior final mile acquisitions as follows (in thousands): Accumulated Balance at Estimated Useful Amount Amortization December 31, 2023 Life Customer relationships $ 127,733 $ 355 $ 127,378 15 years Developed technology $ 6,723 $ 70 $ 6,653 4 years The above intangible assets are amortized using the straight-line method. Amortization expense related to this acquisition for the year ended December 20, 2023 was $ 0.4 million. The intangible assets have a weighted average useful life of approximately 14.37 years. 40 Amortization expense related to FAFM for the next five years is as follows (in thousands): Total 2024 $ 10,196 2025 10,196 2026 10,196 2027 10,126 2028 8,516 From the date of the acquisition through December 31, 2023, FAFM’s revenue was $ 6.4 million and operating income was $ 0.2 million. FAFM's actual results are included in our consolidated financial statements since the acquisition date of December 20, 2023. The following unaudited pro forma consolidated results of operations present the effects of FAFM as though it had been acquired as of January 1, 2022 (in thousands, except for per share amounts): Twelve Months Ended Twelve Months Ended December 31, 2023 December 31, 2022 Revenue $ 4,476,469 $ 5,634,259 Net income $ 192,371 $ 381,895 Earnings per share Basic $ 3.04 $ 5.75 Diluted $ 3.01 $ 5.69 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 and FAFM. 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 com bined 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 FAFM acquisition as of January 1, 2022. NOTE 5. Segment Reporting As we have continued to expand our service offerings and diversify our business, we have also made changes to the financial information that our CEO, who has been identified as our Chief Operating Decision Maker (CODM), uses to make operating and capital decisions. Beginning in the first quarter of 2023, we concluded that we have two reportable segments: Intermodal and Transportation Solutions (“ITS”) and Logistics which are based primarily on the services each segment provides. We have recast the prior period information to conform with the current year presentation. Our ITS segment includes our asset-light business lines: intermodal and dedicated trucking. Our Logistics segment includes our non-asset business lines: managed transportation, truck brokerage, final mile, consolidation, warehousing and fulfillment. We operate the following segments: Intermodal and Transportation Solutions. Our Intermodal and Transportation Solutions segment 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. This segment includes our trucking operations which provides our customers with local pickup and delivery as well as high service local and regional trucking transportation using equipment dedicated to their needs. In 2023 , approximately 78 % of our drayage services was provided by our own fleet. We arrange for the movement of our customers’ freight in one of our approximately 50,000 containers. As of December 31, 2023, 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. We contract with railroads to provide transportation for the long-haul portion of the shipment between rail terminals. Drayage between origin or destination and rail terminals are provided by our own trucking operations and third parties with whom we contract. 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. As of December 31, 2023, our trucking transportation operation consisted of approximately 2,300 tractors, 2,900 employee drivers and 4,300 trailers. We also contract for services with approximately 460 independent owner-operators. 41 Logistics . Our Logistics segment offers a wide range of services including transportation management, freight brokerage services, shipment optimization, load consolidation, mode selection, carrier management, load planning and execution, warehousing, fulfillment, cross-docking, consolidation services and final mile delivery. Logistics includes our brokerage business which consists of a full range of trucking transportation services, including dry van, expedited, less-than-truckload (“LTL”), refrigerated and flatbed, all of which is provided by third-party carriers with whom we contract. 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 ITS segment. Many of the customers for these solutions are consumer goods companies who sell into the retail channel. Our final mile delivery offering provides residential final mile delivery and installation of appliances and big and bulky goods. Final mile operates through a network of independent service providers in company, customer and third-party facilities throughout the continental United States. Our business operates or has access to approximately 11 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. Logistics also includes our brokerage business which provides third-party truckload, less-than-truckload (“LTL”), flatbed and temperature-controlled needs. The following table summarizes our financial and operating data by segment (in thousands): Years Ended Operating Revenue December 31, 2023 2022 2021 Intermodal and Transportation Solutions $ 2,495,663 $ 3,312,431 $ 2,661,160 Logistics 1,820,856 2,121,818 1,643,849 Inter-segment eliminations ( 113,934 ) ( 93,759 ) ( 72,626 ) Total operating revenue $ 4,202,585 $ 5,340,490 $ 4,232,383 Years Ended Operating Income December 31, 2023 2022 2021 Intermodal and Transportation Solutions $ 107,117 $ 348,537 $ 169,105 Logistics 105,114 126,184 69,352 Total operating income $ 212,231 $ 474,721 $ 238,457 Years Ended Depreciation and Amortization December 31, 2023 2022 2021 Intermodal and Transportation Solutions $ 108,916 $ 102,279 $ 94,916 Logistics 34,607 29,510 21,557 Total depreciation and amortization $ 143,523 $ 131,789 $ 116,473 Separate balance sheets are not presented by segment to our CODM. Our CEO uses consolidated asset information to make capital decisions. NOTE 6. Goodwill and Other Intangible Assets Due to the change in segments in the first quarter of 2023, consolidated goodwill was reallocated to the two new reporting units based on their relative fair values. The Company performed an evaluation before and after the change and concluded it was not more-likely-than-not that the fair value of our reporting units was less than its carrying value. There were no accumulated impairment losses of goodwill at the beginning of the period. 42 The following table presents the carrying amount of Goodwill by segment (in thousands): ITS Logistics Consolidated Balance at December 31, 2021 $ 371,641 $ 205,272 $ 576,913 Acquisitions - 52,489 52,489 Balance at December 31, 2022 $ 371,641 $ 257,761 $ 629,402 Acquisitions - 104,293 104,293 Balance at December 31, 2023 $ 371,641 $ 362,054 $ 733,695 The components of the "Other intangible assets” are as follows (in thousands): Net Gross Accumulated Carrying As of December 31, 2023: Amount Amortization Value Life Customer relationships $ 376,956 $ 92,827 $ 284,129 5 - 15 years Carrier network and agent relationships 15,000 8,563 6,437 4 years Developed technology 17,223 3,247 13,976 4 - 7 years Trade name 6,200 6,135 65 18 months Consolidated Total $ 415,379 $ 110,772 $ 304,607 Net Gross Accumulated Carrying As of December 31, 2022: Amount Amortization Value Life 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 4 - 7 years Trade name 6,200 5,118 1,082 18 months Consolidated Total $ 280,923 $ 83,537 $ 197,386 The above intangible assets are amortized using the straight-line method. Amortization expense was $ 27.2 million and $ 26.6 million for the years ended December 31, 2023 and 2022, respectively. The remaining weighted average life of all definite lived intangible assets was 11.32 years and 9.57 years for the years ended December 31, 2023 and 2022 , respectively. Amortization expense for the next five years is expected to be as follows (in thousands): Total Year 1 $ 34,448 Year 2 33,345 Year 3 30,645 Year 4 30,287 Year 5 27,385 NOTE 7. Income Taxes The following is a reconciliation of our effective tax rate to the federal statutory tax rate: Years Ended December 31, 2023 2022 2021 U.S. federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 0.4 3.5 3.5 Federal and state incentives ( 1.9 ) ( 1.4 ) ( 0.5 ) State law changes ( 0.2 ) 0.4 1.1 Permanent differences 0.6 0.2 0.6 Net effective rate 19.9 % 23.7 % 25.7 % 43 The following is a summary of our provision for income taxes (in thousands): Years Ended December 31, 2023 2022 2021 Current Federal $ 34,951 $ 85,831 $ 51,918 State and local ( 1,191 ) 25,162 13,876 Foreign 55 32 38 33,815 111,025 65,832 Deferred Federal 8,305 7,366 ( 5,125 ) State and local ( 432 ) ( 7,388 ) ( 1,254 ) Foreign ( 12 ) 7 ( 17 ) 7,861 ( 15 ) ( 6,396 ) Total provision $ 41,676 $ 111,010 $ 59,436 The following is a summary of our deferred tax assets and liabilities (in thousands): December 31, 2023 2022 Accrued compensation 9,884 21,035 Other reserves 32,060 30,588 Tax credit carryforwards 6,533 8,156 Operating loss carryforwards 151 166 Lease accounting liability 44,440 29,185 Total gross deferred income taxes 93,068 89,130 Valuation allowances ( 1,174 ) ( 1,567 ) Total deferred tax assets 91,894 87,563 Prepaids ( 6,444 ) ( 6,077 ) Property and equipment ( 153,790 ) ( 156,961 ) Intangibles ( 53,759 ) ( 54,796 ) Lease right-of-use asset ( 41,668 ) ( 25,652 ) Total deferred tax liabilities ( 255,661 ) ( 243,486 ) Total deferred taxes $ ( 163,767 ) $ ( 155,923 ) We are subject to income taxation in the United States, numerous state jurisdictions, Mexico, Canada, and India. 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. 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, 2024 , and December 31, 2042 . 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, 2024 , and December 31, 2027 . Management believes it is more likely than not that approximately $ 6.7 million of the incentive carryforward deferred tax assets will be realized and a valuation allowance of $ 1.2 million has been established for the remainder which are not expected to be realized. 44 As of December 31, 2023 and December 31, 2022 , the amount of unrecognized tax benefits was $ 12.9 million and $ 11.1 million, respectively. If recognized, these benefits would decrease our income tax provision by $ 10.2 million and $ 9.0 million, respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): 2023 2022 Gross unrecognized tax benefits - beginning of the year $ 11,116 $ 6,647 Gross increases related to prior year tax positions 761 425 Gross increases related to current year tax positions 1,460 4,665 Lapse of applicable statute of limitations ( 478 ) ( 621 ) Gross unrecognized tax benefits - end of year $ 12,859 $ 11,116 We recognize interest and penalties related to income tax liabilities in our provision for income taxes. In 2023, 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. 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, Though some provisions of the CARES Act and CAA 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, 2023, 2022 or 2021. 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. We do not anticipate any other material impact of these provisions. 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, 2023 and 2022. As of December 31, 2023, the fair value of the Company’s fixed-rate borrowings was $ 1.4 million less than the historical carrying value of $ 350.7 million. As of December 31, 2022, the $ 342.5 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, 2023 and 2022, 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 $ 20.8 million and $ 18.1 million as of December 31, 2023 and 2022, 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. 45 NOTE 9. Property and Equipment Property and equipment consist of the following (in thousands): December 31, 2023 2022 Land $ 24,724 $ 24,724 Building and improvements 90,257 90,233 Leasehold improvements 14,260 9,854 Computer equipment and software 185,284 169,309 Furniture and equipment 37,377 25,586 Transportation equipment 1,014,244 973,739 Construction in process - 902 1,366,146 1,294,347 Less: Accumulated depreciation ( 574,454 ) ( 510,664 ) Property and Equipment, net $ 791,692 $ 783,683 Depreciation expense related to property and equipment was $ 114.4 million, $ 103.1 million and $ 95.5 million for the years ended December 31, 2023, 2022 and 2021 , 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 expir e in 2024 . A s of December 31, 2023 and December 31, 2022, our letters of credit were $ 0.9 million and $ 43.4 million, respectively. As of December 31, 2023 and December 31, 2022, we ha d no borrowings under our respective credit agreements and our unused and available borrowings were $ 349.1 million and $ 306.6 million, respectively. We were in compliance with the financial covenants in our debt agreements as of December 31, 2023 and December 31, 2022. 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. 46 Our outstanding Notes are as follows (in thousands): December 31, December 31, 2023 2022 Interim funding for equipment received and expected to be converted to an equipment note in subsequent year; interest paid at a variable rate $ 3,265 $ 6,137 Secured Equipment Notes due on various dates in 2028 commencing on various dates in 2023 ; interest is paid monthly at a fixed annual rate between 5.21 % and 6.32 % 105,744 - 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 6.45 % 147,192 177,295 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 % 55,797 78,359 Secured Equipment Notes due on various dates in 2025 commencing on various dates in 2020 and 2021 ; interest is paid monthly at a fixed annual rate between 1.51 % and 1.80 % 30,930 43,955 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 % 7,754 20,751 Secured Equipment Notes due on various dates in 2023 commencing on various dates from 2016 to 2019 ; interest is paid monthly at a fixed annual rate between 2.70 % and 4.10 % - 15,968 350,682 342,465 Less current portion ( 105,108 ) ( 101,741 ) Total long-term debt $ 245,574 $ 240,724 Aggregate principal payments, in thousands, due subsequent to December 31, 2023, are as follows: Year 1 $ 105,108 Year 2 95,619 Year 3 80,699 Year 4 51,306 Year 5 17,950 $ 350,682 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, 2023, we recorded $ 213.3 million of ROU assets and $ 224.8 million of lease liabilities on our consolidated balance sheet. 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. 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. 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, 2023, 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. 47 As of December 31, 2023, 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 $ 7.1 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. As of December 31, 2023, we are in the process of evaluating the leases for the FAFM acquisition. 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, 2023 2022 2021 Amortization of finance right-of-use assets $ 2,650 $ 2,075 $ 2,304 Interest on finance lease liabilities 194 13 29 Finance lease cost 2,844 2,088 2,333 Operating lease cost 48,868 21,232 12,343 Short-term lease cost 300 379 171 Sublease income ( 1,051 ) ( 251 ) ( 327 ) Total lease cost $ 50,961 $ 23,448 $ 14,520 The following table represents the maturity of operating and finance lease liabilities (in thousands): December 31, 2023 Operating Leases Finance Leases Total Year 1 $ 55,516 $ 1,619 $ 57,135 Year 2 49,997 558 50,555 Year 3 41,650 303 41,953 Year 4 33,067 32 33,099 Year 5 26,363 - 26,363 Thereafter 54,863 - 54,863 Total 261,456 2,512 263,968 Imputed interest 39,067 68 39,135 Present value of lease payments 222,389 2,444 224,833 Less: current lease liabilities 44,690 1,579 46,269 Long-term lease liabilities $ 177,699 $ 865 $ 178,564 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 48 The following table presents supplemental cash flow and noncash information related to leases: Years Ended December 31, 2023 2022 2021 Operating cash flows from operating leases $ 36,073 $ 19,135 $ 11,523 Financing cash flows from finance leases 2,708 2,093 2,682 Operating cash flows from finance leases 194 13 29 Cash paid for lease liabilities $ 38,975 $ 21,241 $ 14,234 Right-of-use assets obtained in exchange for new $ ( 3,978 ) $ ( 2,017 ) $ ( 72 ) financing lease liabilities (net of disposals) Rights-of-use assets obtained in exchange for new $ 133,358 $ 77,178 $ 11,684 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, 2023 December 31, 2022 Weighted average remaining lease term — finance leases 2.14 years 0.6 years Weighted average remaining lease term — operating leases 5.66 years 4.06 years Weighted average discount rate — finance leases 4.29 % 1.20 % Weighted average discount rate — operating leases 5.47 % 4.51 % 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 $ 56.4 million and $ 57.3 million as of December 31, 2023 and 2022, respectively. The 2023 balance consists of capitalized implementation costs of $ 12.0 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 $ 44.4 million, net of accumulated amortization, which are classified in property and equipment in our consolidated balance sheet. The 2022 balance consists of capitalized implementation costs of $ 11.4 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 $ 45.9 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 $ 16.7 million and $ 15.7 million in 2023 and 2022 , 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. 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, 2023 , 2,888,438 shares were available for future grant under the 2022 Incentive Plan. 49 We have awarded time-based restricted stock to our employees and the Company’s non-employee directors (“Outside Directors”). This restricted stock generally 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 2023, 2022 and 2021, 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 2023, 2022 and 2021 was $ 21.2 million, $ 20.6 million and $ 20.1 million or $ 17.0 million, $ 15.7 million and $ 14.9 million, net of taxes, respectively. Included in the 2023, 2022 and 2021 share-based compensation expense was $ 6.3 million, $ 5.6 million and $ 5.8 million of performance-based share expenses or $ 4.8 million, $ 4.2 million and $ 4.3 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, 2023: 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, 2023 1,460,440 $ 33.61 307,700 $ 32.10 Granted 384,394 $ 37.53 201,830 $ 33.39 Vested ( 473,516 ) $ 29.87 ( 189,912 ) $ 26.25 Forfeited ( 206,022 ) $ 36.00 ( 26,828 ) $ 35.58 Non-vested at December 31, 2023 1,165,296 $ 36.51 292,790 $ 36.47 The following table summarizes the restricted stock granted during the respective years: Time-based restricted stock grants 2023 2022 2021 Employees 344,122 383,288 1,020,034 Outside directors 40,272 46,056 49,126 Total 384,394 429,344 1,069,160 Weighted average grant date fair value $ 37.53 $ 41.46 $ 33.01 Vesting period 1 - 5 years 1 - 5 years 1 - 5 years The performance-based restricted stock granted in 2021 earned a 200 % award therefore an additional 94,956 shares were issued to settle the award on the vesting date of January 2, 2024 . The 2023 grant of performance-based restricted stock resulted in the issuance of 106,874 shares. The performance-based restricted stock grants were 103,588 in 2022 and 159,216 in 2021. The weighted average grant date fair value of these shares was $ 39.75 in 2023 , $ 42.12 in 2022 , and $ 28.50 in 2021. The total fair value of restricted shares vested during the years ended December 31, 2023, 2022 and 2021 was $ 26.1 million, $ 22.7 million and $ 25.4 million, respectively. As of December 31, 2023, 2022, and 2021 , there was $ 34.0 million, $ 41.3 million and $ 45.5 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 2023, 2022, and 2021 of 2.75 years, 2.67 years and 3.11 years, respectively. Additionally, as of December 31, 2023, 2022, and 2021 there was $ 7.2 million, $ 7.6 million and $ 6.5 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 2023, 2022 and 2021. 50 During January 2024, we granted 437,166 shares of restricted stock, which includes 100,862 performance-based shares and 336,304 time-based shares, to certain employees and 35,088 shares of restricted stock to our Outside Directors with a weighted average grant date fair value of $ 45.62 . 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 $ 8.5 million in 2023 , $ 6.7 million in 2022 and $ 5.7 million in 2021. 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, 2023 and 2022. Both realized and unrealized gains and losses are included in inco me and expense and offset the change in the deferred compensation liability. 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 2023, 2022 and 2021. The liability related to the Plan as of December 31, 2023 and 2022 were $ 20.5 million and $ 17.8 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. The 2022 Program was terminated in October 2023 in conjunction with the authorization of the 2023 Program (as defined below) and as a result, no shares were purchased under the 2022 Program in the fourth quarter of 2023. In October 2023, the Board authorized the purchase of up to $ 250 million of our Class A Common Stock pursuant to a share repurchase program (the “ 2023 Program ” ), which replaces the 2022 Program. Under the 2023 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. We purchased 4,020,598 shares for $ 153.9 million during 2023 , 2,957,330 shares for $ 118.1 million during 2022 and 268,658 shares for $ 9.1 million in 2021. These amounts include the number of shares delivered to us by employees to satisfy the mandatory tax withholding requirement upon vesting of restricted stock, which do not reduce the repurchase authority under our share repurchase program. 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 685,456 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 51 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. NOTE 18. Subsequent Event On February 22, 2024, the Board declared a quarterly cash dividend of $ 0.125 per share on the Company’s Class A and Class B common stock. The dividend is scheduled to be paid on March 27, 2024 to stockholders of record as of March 8, 2024. The declaration and payment of the quarterly cash dividend are subject to the approval of the Board at its sole discretion and compliance with applicable laws and regulations. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.