What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-05 compared with 2025-08-08 · 203 added, 196 removed, 566 unchanged (41% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

September 30,

Current assets:

31 unchanged sentences

15,721 14,569

Income tax payable

Current maturities of long-term debt

14 unchanged sentences

22,377,606 and 22,364,120 shares issued;

20,926,020 and 21,782,534 shares outstanding at June 30, 2025 and December 31, 2024, respectively

20,926,020 and 21,782,534 shares outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

1 unchanged sentence

Treasury stock, at cost;

1,451,586 and 581,586 shares at June 30, 2025 and December 31, 2024, respectively

1,451,586 and 581,586 shares at September 30, 2025 and December 31, 2024, respectively

( 28,924 ) ( 13,996 )

10 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

OPERATING REVENUES:

16 unchanged sentences

4,822 5,121 14,806 18,052

(Gain)/Loss on disposition of equipment

Gain on disposition of equipment

( 4,003 ) ( 209 ) ( 11,431 ) ( 109 )

1 unchanged sentence

155,975 180,268 482,711 547,188

OPERATING LOSS

OPERATING (LOSS)/INCOME

( 5,711 ) 2,309 ( 25,971 ) 928

3 unchanged sentences

( 4,479 ) ( 2,936 ) ( 12,553 ) ( 9,104 )

LOSS BEFORE INCOME TAXES

(LOSS)/INCOME BEFORE INCOME TAXES

( 7,662 ) 3,117 ( 31,247 ) ( 285 )

4 unchanged sentences

( 2,075 ) 705 ( 7,891 ) ( 68 )

NET (LOSS)/INCOME

$ ( 5,587 ) $ 2,412 $ ( 23,356 ) $ ( 217 )

LOSS PER COMMON SHARE:

(LOSS)/EARNINGS PER COMMON SHARE:

$ ( 0.27 ) $ 0.11 $ ( 1.10 ) $ ( 0.01 )

7 unchanged sentences

(in thousands)

Six Months Ended

Nine Months Ended

September 30,

OPERATING ACTIVITIES:

8 unchanged sentences

( 2,455 ) ( 3,907 )

(Gain) Loss on sale or disposition of equipment

Gain on sale or disposition of equipment

( 11,431 ) ( 109 )

(Gain)/loss on sale of marketable equity securities

( 1,308 ) 108

Changes in operating assets and liabilities:

4 unchanged sentences

Income taxes payable

1,774 ( 590 )

Trade accounts payable

10 unchanged sentences

Purchases of marketable equity securities

Net cash provided (used) by investing activities

Net cash provided (used in) by investing activities

21,911 ( 54,931 )

5 unchanged sentences

Borrowings of long-term debt

30,000 11,894

Repayments of long-term debt

41 unchanged sentences

20,926 $ 224 $ 41,274 $ ( 28,924 ) $ 232,340 $ 244,914

- - - - ( 5,587 ) ( 5,587 )

Stock based compensation

- - 185 - - 185

Balance at September 30, 2025

20,926 $ 224 $ 41,459 $ ( 28,924 ) $ 226,753 $ 239,512

Shares / Amount

17 unchanged sentences

21,755 $ 223 $ 41,171 $ ( 13,995 ) $ 279,275 $ 306,674

- - - - 2,412 2,412

Treasury stock repurchases

- - - ( 1 ) - ( 1 )

Restricted stock issued

Restricted stock net settlement

- - ( 329 ) - - ( 329 )

Stock based compensation

- - 157 - - 157

Balance at September 30, 2024

21,783 $ 224 $ 40,999 $ ( 13,996 ) $ 281,687 $ 308,914

See notes to condensed consolidated financial statements.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements (unaudited)

June 30, 2025

September 30, 2025

BASIS OF PRESENTATION

5 unchanged sentences

The consolidated balance sheet at December 31, 2024 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

Operating results for the six -month period ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Operating results for the nine -month period ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

For further information, refer to the consolidated financial statements and the footnotes thereto included in the Company’s annual report on Form 10 -K for the year ended December 31, 2024.

RECENT ACCOUNTING PRONOUNCEMENTS

In November 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update (“ASU”) 2023 - 07, Improvements to Reportable Segment Disclosures (Topic 280 ).

ASU 2023 - 07 expands disclosures related to a public entity's reportable segment and requires more enhanced information about significant segment expenses, including in interim periods.

This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, using a retrospective approach.

The Company adopted this standard on a retrospective basis for the 2024 annual period, and for interim periods beginning January 1, 2025.

See Note F, “Segment Information,” for further information.

ASU 2023 - 07 had no material impact on the Company’s financial condition, results of operations, or cash flows.

In December 2023, the FASB issued ASU 2023 - 09, Improvements to Income Tax Disclosures.

7 unchanged sentences

The Company has evaluated the new guidance and does not expect it to have a material impact on its financial condition, results of operations, or cash flows.

The Company has reviewed other recently issued accounting standards and determined they are not expected to have a material impact on its consolidated financial statements.

REVENUE RECOGNITION

22 unchanged sentences

For loads picked up during the reporting period, but delivered in a subsequent reporting period, revenue is allocated to each period based on the transit time in each period as a percentage of total transit time.

The contract asset, or the amount of remaining performance obligation relating to loads in process, at June 30, 2025 was $ 3.0 million compared to $ 2.3 million at December 31, 2024.

The contract asset, or the amount of remaining performance obligation relating to loads in process, at September 30, 2025 was $ 3.1 million compared to $ 2.3 million at December 31, 2024.

Recorded contract assets are included in the accounts receivable line item of the balance sheet.

Corresponding liabilities are recorded in the accrued expenses and other liabilities line items for the estimated expenses on these same in-process loads.

The Company had no contract liabilities associated with our operations as of June 30, 2025 and December 31, 2024, respectively.

The Company had no contract liabilities associated with our operations as of September 30, 2025 and December 31, 2024, respectively.

The Company recognizes operating lease revenue from leasing tractors and related equipment to third parties, including independent contractors.

6 unchanged sentences

The fair value of marketable equity securities is determined based on quoted market prices in active markets, as described in Note J.

The following table sets forth market value, cost, and unrealized gains on equity securities as of June 30, 2025 and December 31, 2024.

June 30, 2025

The following table sets forth market value, cost, and unrealized gains on equity securities as of September 30, 2025 and December 31, 2024.

September 30, 2025

December 31, 2024

5 unchanged sentences

$ 17,981 $ 15,526

The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities as of June 30, 2025 and December 31, 2024.

June 30, 2025

The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities as of September 30, 2025 and December 31, 2024.

September 30, 2025

December 31, 2024

5 unchanged sentences

$ 17,981 $ 15,526

The following table shows the Company’s net realized gains during the three and six months ending on June 30, 2025 and 2024, respectively, on certain marketable equity securities.

The following table shows the Company’s net realized gains (losses) during the three and nine months ending on September 30, 2025 and 2024, respectively, on certain marketable equity securities.

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

3 unchanged sentences

1,477 90 2,510 2,905

Realized loss

Realized gain (loss)

$ 1,598 $ 76 $ 1,308 $ ( 108 )

For the quarter ended June 30, 2025, the Company recognized dividends received of approximately $ 392,000 in non-operating income in its condensed consolidated statements of operations.

For the six months ended June 30, 2025, the Company recognized dividends received of approximately $ 835,000 in non-operating income in its condensed consolidated statements of operations.

For the quarter ended September 30, 2025, the Company recognized dividends received of approximately $ 316,000 in non-operating income in its condensed consolidated statements of operations.

For the nine months ended September 30, 2025, the Company recognized dividends received of approximately $ 1,150,000 in non-operating income in its condensed consolidated statements of operations.

The Company’s equity securities are periodically used as collateral against any outstanding margin account borrowings.

As of June 30, 2025, the Company had outstanding borrowings of approximately $ 685,000 under its margin account, compared to no outstanding borrowings under its margin account at December 31,2024.

As of September 30, 2025, the Company had no outstanding borrowings under its margin account, which is no change from December 31, 2024 when the Company had no outstanding borrowings under the same account.

Margin account borrowings, when utilized, are used for the purchase of marketable equity securities and as a source of short-term liquidity and are included in accrued expenses and other liabilities on our condensed consolidated balance sheets.

Our marketable equity securities portfolio had a net unrealized pre-tax gain in market value of approximately $ 1,058,000 during the second quarter of 2025, and a net unrealized pre-tax loss in market value of approximately $ 1,153,000 during the second quarter of 2024, which were reported as non-operating income in its condensed consolidated statements of operations for the respective periods.

Our marketable equity securities portfolio had a net unrealized pre-tax gain in market value of approximately $ 1,392,000 during the third quarter of 2025, and a net unrealized pre-tax gain in market value of approximately $ 2,365,000 during the third quarter of 2024, which were reported as non-operating income in its condensed consolidated statements of operations for the respective periods.

STOCK-BASED COMPENSATION

4 unchanged sentences

The fair market value is determined by the closing price of the Company’s common stock, on its primary exchange, on the same date that the option or other award is granted.

During May 2025, the Company granted 2,862 shares of common stock to non-employee directors.

This stock award had a grant date fair value of $ 15.71 per share, based on the closing price of the Company’s stock on the date of grant, and vested immediately.

In August 2025, the Company granted awards of restricted stock units representing 100,000 shares of common stock to its Chief Executive Officer under the 2024 Plan.

The stock award had a grant date fair value of $ 12.15 per share, based on the closing price of the Company’s stock on the date of grant.

The awarded share units will vest in four equal installments beginning on February 9, 2026.

Prior to the 2024 Plan, the Company maintained the 2014 Amended and Restated Stock Option and Incentive Plan (the “2014 Plan”), which was adopted by the Company’s Board of Directors in March 2014 and approved by the Company’s shareholders in May 2014.

4 unchanged sentences

All outstanding unvested awards granted under the 2014 Plan, however, remain subject to the terms and conditions of the 2014 Plan.

The total grant date fair value of stock vested during the first six months of 2025 was approximately $ 437,000 .

The total pre-tax stock-based compensation expense, recognized in salaries, wages and benefits during the first six months of 2025, was approximately $ 140,000 and includes approximately $ 45,000 recognized as a result of the issuance of shares to certain non-employee directors.

The recognition of stock-based compensation expense decreased both diluted and basic earnings per common share by approximately $ 0.01 during the first six months of 2025.

As of June 30, 2025, the Company had stock-based compensation plans with total unvested stock-based compensation expense of approximately $ 1,147,000 , which is being amortized on a straight-line basis over the remaining vesting period.

The total grant date fair value of stock vested during the first nine months of 2025 was approximately $ 437,000 .

The total pre-tax stock-based compensation expense, recognized in salaries, wages and benefits during the first nine months of 2025, was approximately $ 325,000 and includes approximately $ 45,000 recognized as a result of the issuance of shares to certain non-employee directors.

The recognition of stock-based compensation expense decreased both diluted and basic earnings per common share by approximately $ 0.01 during the first nine months of 2025.

As of September 30, 2025, the Company had stock-based compensation plans with total unvested stock-based compensation expense of approximately $ 2,178,000 , which is being amortized on a straight-line basis over the remaining vesting period.

As a result, the Company expects to recognize approximately $ 228,000 in additional compensation expense related to unvested stock awards during the remainder of 2025 and to recognize approximately $ 644,000 , $ 545,000 , and $ 537,000 in additional compensation expense related to unvested stock-based awards during the years 2026, 2027, and 2028, respectively.

The total grant date fair value of stock vested during the first six months of 2024 was approximately $ 550,000 .

The total pre-tax stock-based compensation expense, recognized in salaries, wages and benefits during the first six months of 2024, was approximately $ 393,000 and included approximately $ 38,000 recognized as a result of the issuance of shares to certain non-employee directors.

The recognition of stock-based compensation expense decreased both diluted and basic earnings per common share by approximately $ 0.01 during the first six months of 2024.

As of June 30, 2024, the Company had stock-based compensation plans with total unvested stock-based compensation expense of approximately $ 1,779,000 , which was being amortized on a straight-line basis over the remaining vesting period.

A summary of the status of the Company’s non-vested stock awards as of June 30, 2025, and changes during the six months ended June 30, 2025, is as follows:

The total grant date fair value of stock vested during the first nine months of 2024 was approximately $ 928,000 .

The total pre-tax stock-based compensation expense, recognized in salaries, wages and benefits during the first nine months of 2024, was approximately $ 550,000 and included approximately $ 38,000 recognized as a result of the issuance of shares to certain non-employee directors.

The recognition of stock-based compensation expense decreased both diluted and basic earnings per common share by approximately $ 0.02 during the first nine months of 2024.

As of September 30, 2024, the Company had stock-based compensation plans with total unvested stock-based compensation expense of approximately $ 1,536,000 , which was being amortized on a straight-line basis over the remaining vesting period.

A summary of the status of the Company’s non-vested stock awards as of September 30, 2025, and changes during the nine months ended September 30, 2025, is as follows:

Average Grant

3 unchanged sentences

Unrestricted Shares Issued

102,862 16.09

Restricted Stock Units Issued 200,000 14.13

Canceled/forfeited/expired

1 unchanged sentence

( 15,862 ) 27.52

Non-vested at June 30, 2025

Non-vested at September 30, 2025

174,262 $ 14.49

7 unchanged sentences

Truckload Services revenues and Brokerage and Logistics Services revenues, each before fuel surcharges, were as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands)

7 unchanged sentences

The table below presents revenue dollars and percentages, each including fuel surcharges, by geographic area:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in thousands, except percentage data)

8 unchanged sentences

The Company’s stock repurchase program has been extended and expanded several times, most recently in July 2023, when the Board of Directors reauthorized 500,000 shares of common stock for repurchase under the initial September 2011 authorization.

As of June 30, 2025, there remain 474,016 shares of common stock authorized for repurchase under this plan.

As of September 30, 2025, there remain 474,016 shares of common stock authorized for repurchase under this plan.

On April 3, 2025, the Company commenced a tender offer to repurchase up to 435,000 shares of the Company’s outstanding common stock at a price of not greater than $ 17.00 nor less than $ 14.00 per share.

2 unchanged sentences

The number of shares purchased by the Company reflects the Company’s right to purchase additional shares in the tender offer up to an additional 2 % of its outstanding shares.

The Company funded the purchase of the accepted shares tendered with available cash and accounted for the repurchase of these shares as treasury stock on the Company’s condensed consolidated balance sheet as of June 30, 2025.

The Company accounts for treasury stock using the cost method.

As of June 30, 2025, 1,451,586 shares were held in the treasury at an aggregate cost of approximately $ 28,924,000 .

As of September 30, 2025, 1,451,586 shares were held in the treasury at an aggregate cost of approximately $ 28,924,000 .

EARNINGS PER SHARE

4 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands, except per share data)

Net (Loss)/Income

$ ( 5,587 ) $ 2,412 $ ( 23,356 ) $ ( 217 )

4 unchanged sentences

20,926 21,825 21,305 21,911

Basic loss per share

Basic (loss)/earnings per share

$ ( 0.27 ) $ 0.11 $ ( 1.10 ) $ ( 0.01 )

Diluted loss per share

Diluted (loss)/earnings per share

$ ( 0.27 ) $ 0.11 $ ( 1.10 ) $ ( 0.01 )

4 unchanged sentences

If negative conditions exist which indicate a valuation allowance might be necessary, consideration is then given to what effect the future reversals of existing taxable temporary differences and the availability of tax strategies might have on future taxable income to determine the amount, if any, of the required valuation allowance.

As of June 30, 2024, management determined that the future reversals of existing taxable temporary differences and available tax strategies would generate sufficient future taxable income to realize its tax assets and therefore a valuation allowance was not necessary.

As of September 30, 2025, management determined that the future reversals of existing taxable temporary differences and available tax strategies would generate sufficient future taxable income to realize its tax assets and therefore a valuation allowance was not necessary.

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the position will be sustained on examination by taxing authorities, based on the technical merits of the position.

As of June 30, 2025, an adjustment to the Company’s condensed consolidated financial statements for uncertain tax positions has not been required as management believes that the Company’s tax positions taken in income tax returns filed or to be filed are supported by clear and unambiguous income tax laws.

As of September 30, 2025, an adjustment to the Company’s condensed consolidated financial statements for uncertain tax positions has not been required as management believes that the Company’s tax positions taken in income tax returns filed or to be filed are supported by clear and unambiguous income tax laws.

The Company recognizes interest and penalties related to uncertain income tax positions, if any, in income tax expense.

During the six months ended June 30, 2025 and 2024, the Company has not recognized or accrued any interest or penalties related to uncertain income tax positions.

The Company’s effective income tax rates were 24.7 % and 22.7 % for the six months ended June 30, 2025 and 2024, respectively.

Our effective tax rate for the six months ended June 30, 2025 differs from amounts computed by applying the United States federal statutory rates to pre-tax income primarily due to state income taxes.

During the nine months ended September 30, 2025 and 2024, the Company has not recognized or accrued any interest or penalties related to uncertain income tax positions.

The Company’s effective income tax rates were 25.3 % and 23.8 % for the nine months ended September 30, 2025 and 2024, respectively.

Our effective tax rate for the nine months ended September 30, 2025 differs from amounts computed by applying the United States federal statutory rates to pre-tax income primarily due to state income taxes.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law.

Among other provisions, the legislation reinstated 100% bonus depreciation for qualifying property acquired and placed in service after January 19, 2025, and modified the limitation on business interest expense under Internal Revenue Code Section 163 (j) to be based on 30% of adjusted taxable income determined using an EBITDA measure, rather than EBIT.

These provisions are effective for tax years beginning after December 31, 2024, and therefore apply to the Company’s 2025 tax year.

As a result of these provisions, the Company recorded accelerated depreciation deductions and recognized previously disallowed interest expense, which collectively increased current-year deductible expenses and are expected to result in a projected federal net operating loss position for the year ending December 31, 2025.

The enactment of the OBBBA resulted in a material impact to the Company’s current and deferred income tax balances reflected on the condensed consolidated balance sheet and income statement for the quarter ended September 30, 2025.

The net operating loss partially offset previously recorded deferred tax balances, resulting in a net decrease of $ 8.5 million in deferred tax liabilities as of September 30, 2025 compared to December 31, 2024.

The effects of the OBBBA have been reflected in the Company’s current and deferred tax calculations as of September 30, 2025, in accordance with ASC 740 - 10 - 45 - 15, which requires the Company to recognize the impact of enacted changes in tax laws on both current tax expense and deferred tax assets and liabilities in the period of enactment, and to provide sufficient disclosure so that users of the financial statements understand the effect of such changes on the Company’s financial position and results of operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

11 unchanged sentences

The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

At June 30, 2025, the following items are measured at fair value on a recurring basis:

At September 30, 2025, the following items are measured at fair value on a recurring basis:

(in thousands)

5 unchanged sentences

For long-term debt other than the lines of credit, the fair values are estimated using discounted cash flow analyses, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

The carrying value and estimated fair value of this other long-term debt at June 30, 2025 was as follows:

The carrying value and estimated fair value of this other long-term debt at September 30, 2025 was as follows:

(in thousands)

3 unchanged sentences

NOTES PAYABLE

During the first six months of 2025, the Company’s subsidiaries entered into installment obligations totaling approximately $ 45.5 million for the purpose of purchasing revenue equipment and other assets.

During the first nine months of 2025, the Company’s subsidiaries entered into installment obligations totaling approximately $ 76.3 million for the purpose of purchasing revenue equipment and other assets.

These obligations are payable in monthly installments and are recorded in long-term debt and current maturities on the condensed consolidated balance sheets.

7 unchanged sentences

However, if we experience claims that are not covered by our insurance or that exceed our estimated claim reserve, it could increase the volatility of our earnings and have a materially adverse effect on our financial condition, results of operations or cash flows.

During the first six months of 2025, we maintained a revolving line of credit with a borrowing limit of $ 60.0 million that contains certain restrictive covenants, which must be maintained by the Company on a consolidated basis.

Under the terms of the loan agreement, the Company must maintain a debt to adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization, excluding gains/losses on equity securities and extraordinary items, calculated on a rolling four -quarter basis) ratio of less than 4.00 to 1.00 as of the end of each calendar quarter.

As of June 30, 2025, the Company was not in compliance with this financial covenant.

The elevated debt to adjusted EBITDA ratio was primarily the result of increased funded debt related to the purchase of $ 144.2 million of revenue equipment during 2024, most of which was financed, combined with a decrease in trailing twelve -month adjusted EBITDA due to the phasing out of earlier, more favorable quarters from the rolling four -quarter calculation.

The loan agreement provides a 45 -day cure period for financial covenant violations, during which the Company is not deemed to be in default of the loan agreement.

On August 7, 2025, within the permitted cure period, the Company received a written waiver from the lender for the covenant violation applicable to the period ended June 30, 2025.

As a result of the waiver, the Company was not in default under the terms of the credit facility as of June 30, 2025 or as of the date of this filing.

The Company is in compliance with all other covenants under the agreement.

At June 30, 2025 we had no outstanding borrowings against the line of credit and approximately $ 0.2 million of outstanding letters of credit, with availability to borrow $ 59.8 million.

The Company currently leases shop, office and parking spaces in various locations in the United States and Mexico.

9 unchanged sentences

Right-of-Use Leases

In May 2025, the Company entered into an operating lease for shop and office space for an initial term of three years that does not provide an option for early cancellation.

In accordance with the provisions of ASC Topic 842, this lease resulted in the recognition of a right-of-use asset and corresponding operating lease liability of $ 0.9 million as of June 30, 2025.

The Company is party to an operating lease with initial terms of three years and does not provide an option for early cancellation.

In accordance with the provisions of ASC Topic 842, this lease resulted in the recognition of a right-of-use asset and corresponding operating lease liability of $ 0.8 million as of September 30, 2025.

These assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date, using the Company’s incremental borrowing rate as of the respective dates of lease inception, as the rate implicit in each lease is not readily determinable.

The right-of-use assets are recorded in other assets, and the lease liability is recorded in accrued expenses and other liabilities and in other long-term liabilities on our condensed consolidated balance sheet at June 30, 2025.

Lease expense is recorded on a straight-line basis over the lease term and is recorded in rent and purchased transportation in our condensed consolidated statements of operations.

While these lease agreements may contain provisions to extend after the initial term for an additional five years, the Company is not reasonably certain these extension options will be exercised.

Therefore, potential lease payments that might occur under this extension period are not included in amounts recorded in our condensed consolidated balance sheets as of June 30, 2025.

Scheduled amounts and timing of cash flows arising from future right-of-use operating lease payments at June 30, 2025, are:

While this lease agreement may contain provisions to extend after the initial term for an additional five years, the Company is not reasonably certain these extension options will be exercised.

Therefore, potential lease payments that might occur under this extension period are not included in amounts recorded in our condensed consolidated balance sheets as of September 30, 2025.

Scheduled amounts and timing of cash flows arising from future right-of-use operating lease payments at September 30, 2025, are:

Maturity of Lease Liabilities

11 unchanged sentences

Other Information

Weighted-average remaining lease term for operating leases (years)

Weighted-average remaining lease term for operating leases (in years)

Weighted-average discount rate for operating leases

A right-of-use asset of $ 1.0 million was recognized as a non-cash asset addition that resulted from new operating lease liabilities during the three months ended June 30, 2025.

Cash paid for amounts included in the present value of operating lease liabilities was $ 0.05 million during the three months ended June 30, 2025 and is included in operating cash flows.

No new right-of-use assets were recognized as a non-cash asset addition that resulted from new operating lease liabilities during the three months ended September 30, 2025.

Cash paid for amounts included in the present value of operating lease liabilities was $ 0.1 million during the nine months ended September 30, 2025 and is included in operating cash flows within the condensed consolidated statement of cash flows.

Operating Lease Costs

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

5 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

7 unchanged sentences

In the event that an owner-operator defaults on their lease, the Company generally leases the truck to another independent contractor.

As of June 30, 2025, the gross carrying value of trucks underlying these leases was $ 67.5 million and accumulated depreciation was $ 33.9 million.

As of September 30, 2025, the gross carrying value of trucks underlying these leases was $ 67.3 million and accumulated depreciation was $ 36.1 million.

Depreciation is calculated on a straight-line basis over the estimated useful life of the equipment, down to an estimated salvage value.

1 unchanged sentence

In other cases, where salvage values are not guaranteed, estimates of salvage value are based on the expected market values of equipment at the time of disposal.

During the quarter ended June 30, 2025, the Company incurred $ 2.4 million of depreciation expense for these assets.

During the quarter ended September 30, 2025, the Company incurred $ 2.4 million of depreciation expense for these assets.

The Company leases dock space to a related party at our Laredo, Texas, terminal.

2 unchanged sentences

Lease Receivables

Future minimum operating lease payments receivable at June 30, 2025:

Future minimum operating lease payments receivable at September 30, 2025:

(in thousands)

3 unchanged sentences

NONCASH INVESTING AND FINANCING ACTIVITIES

The Company financed approximately $ 15.5 million in equipment purchases during the first six months of 2025 utilizing noncash financing, compared to approximately $ 39.9 million during the same period of 2024.

SUBSEQUENT EVENTS

On July 4, 2025, the “One Big Beautiful Bill Act” was enacted into law.

Among other provisions, the legislation reinstates 100% bonus depreciation for qualifying property placed in service after December 31, 2024, and modifies the limitation on business interest expense under Internal Revenue Code Section 163 (j) to be based on 30% of adjusted taxable income determined using an EBITDA measure, rather than EBIT.

These provisions are effective for tax years beginning after December 31, 2024, and therefore apply to the Company’s 2025 tax year.

As the legislation was enacted after the balance sheet date, its provisions did not impact the Company’s income tax provision or financial position as of June 30, 2025.

The Company is currently evaluating the impact of the new law on its income tax position, cash flows, and financial statements for the remainder of 2025 and future periods.

Based on a preliminary assessment, the Company expects the reinstatement of 100% bonus depreciation and the revised business interest limitation to accelerate tax deductions in the second half of 2025.

These changes are expected to reduce the Company’s estimated income tax payable recorded as of June 30, 2025 by approximately $ 4.5 million, resulting in the recognition of a net tax receivable and a corresponding increase in deferred tax liabilities of approximately $ 4.5 million.

The Company financed approximately $ 46.3 million in equipment purchases during the first nine months of 2025 utilizing noncash financing, compared to approximately $ 75.0 million during the same period of 2024.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations.

40 unchanged sentences

The Company’s chief operating decision maker, the Chief Executive Officer, utilizes the metrics of net income and operating ratio to evaluate company performance and in competitive analysis when comparing to competing companies.

Truckload services revenues, excluding fuel surcharges, represented 69.4% and 66.5% of total revenues, excluding fuel surcharges, for the quarters ended June 30, 2025, and 2024, respectively.

Truckload services revenues, excluding fuel surcharges, represented 68.6% and 68.8% of total revenues, excluding fuel surcharges, for the quarters ended September 30, 2025, and 2024, respectively.

The remaining operating revenues, before fuel surcharges, for the same periods were generated from brokerage and logistics services, representing 31.4% and 31.2%, respectively.

2 unchanged sentences

In discussing our results of operations, we use revenue, before fuel surcharge (and fuel expense, net of fuel surcharge), because management believes that eliminating the impact of this sometimes volatile source of revenue allows a more consistent basis for comparing our results of operations from period to period.

During the three months ended June 30, 2025 and 2024, approximately $17.3 million and $22.7 million, respectively, of the Company’s total revenue was generated from fuel surcharges.

During the six months ended June 30, 2025 and 2024, approximately $36.0 million and $44.4 million, respectively, of the Company’s total revenue was generated from fuel surcharges.

During the three months ended September 30, 2025 and 2024, approximately $17.3 million and $21.8 million, respectively, of the Company’s total revenue was generated from fuel surcharges.

During the nine months ended September 30, 2025 and 2024, approximately $53.3 million and $66.1 million, respectively, of the Company’s total revenue was generated from fuel surcharges.

We may also discuss certain changes in our expenses as a percentage of revenue, before fuel surcharge, rather than absolute dollar changes.

4 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(percentages)

11 unchanged sentences

Loss before income taxes

THREE MONTHS ENDED JUNE 30, 2025 VS.

THREE MONTHS ENDED JUNE 30, 2024

During the second quarter of 2025, truckload services revenue, before fuel surcharges, decreased 12.9% to $92.8 million as compared to $106.6 million during the second quarter of 2024.

The decrease relates primarily to an 11.9% decrease in total miles travelled from 45.8 million for the second quarter of 2024 to 40.4 million for the second quarter of 2025 and to a 2.4% decrease in our rate per mile, from $2.09 for the second quarter of 2024 to $2.04 for the second quarter of 2025.

The reduction in total miles was primarily driven by a 10.7% reduction in the average number of trucks operated while the average miles driven by each truck for the second quarter of 2025 compared to the second quarter of 2024 remained relatively flat.

THREE MONTHS ENDED SEPTEMBER 30, 2025 VS.

THREE MONTHS ENDED SEPTEMBER 30, 2024

During the third quarter of 2025, truckload services revenue, before fuel surcharges, decreased 17.6% to $91.2 million as compared to $110.6 million during the third quarter of 2024.

The decrease relates primarily to a 10.7% decrease in total miles travelled from 46.5 million for the third quarter of 2024 to 41.5 million for the third quarter of 2025 and to a 2.4% decrease in our rate per mile, from $2.10 for the third quarter of 2024 to $2.06 for the third quarter of 2025.

The reduction in total miles was primarily driven by a 10.0% reduction in the average number of trucks operated while the average miles driven by each truck for the third quarter of 2025 compared to the third quarter of 2024 remained relatively flat.

The reduction in truck count and miles is a result of the ongoing freight recession, characterized by an oversupply of available trucks in the market compared to available freight.

Salaries, wages and benefits increased from 38.6% of revenues, before fuel surcharges, in the second quarter of 2024 to 41.7% of revenues, before fuel surcharges, during the second quarter of 2025.

Salaries, wages and benefits increased from 38.2% of revenues, before fuel surcharges, in the third quarter of 2024 to 40.9% of revenues, before fuel surcharges, during the third quarter of 2025.

The percentage-based increase relates primarily to the interaction of a decrease in operating revenues with the fixed-cost nature of employing human capital.

Operating supplies and expenses increased from 11.5% of revenues, before fuel surcharges, during the second quarter of 2024 to 12.3% of revenues, before fuel surcharges, during the second quarter of 2025.

Operating supplies and expenses increased from 11.7% of revenues, before fuel surcharges, during the third quarter of 2024 to 12.6% of revenues, before fuel surcharges, during the third quarter of 2025.

The increase relates primarily to the interaction of expenses with fixed-cost characteristics, such as rents, driver training schools and operating taxes and licenses with a decrease in revenue.

Rent and purchased transportation increased from 26.7% of revenues, before fuel surcharges, during the second quarter of 2024 to 30.2% of revenues, before fuel surcharges, during the second quarter of 2025.

The increase was primarily due to a quarter-over-quarter increase in the percentage of miles driven by third-party owner-operators as opposed to company-employed drivers.

Depreciation increased from 17.3% of revenues, before fuel surcharges, during the second quarter of 2024 to 23.0% of revenues, before fuel surcharges, during the second quarter of 2025.

The increase is primarily attributed to management’s change in accounting estimates related to the salvage values and useful lives of revenue equipment during the year ended December 31, 2024.

During 2024, the Company conducted a review of its revenue equipment and determined that changes in market conditions and expected asset usage warranted a revision to the estimated useful lives and salvage values of certain equipment.

Rent and purchased transportation decreased slightly to 26.2% of revenues, before fuel surcharges for the quarter ended September 30, 2025, from 26.7% of revenues, before fuel surcharges during the third quarter of 2024.

The decrease was primarily attributable to reduced use of third-party carriers within the Truckload division, as the Company hauled a higher proportion of freight with Company equipment and contracted owner-operators.

Depreciation increased from 15.8% of revenues, before fuel surcharges, during the third quarter of 2024 to 21.3% of revenues, before fuel surcharges, during the third quarter of 2025.

The increase is primarily attributed to management’s change in accounting estimates related to the salvage values and useful lives of revenue equipment during the quarter ended December 31, 2024.

During the fourth quarter of 2024, the Company conducted a review of its revenue equipment and determined that changes in market conditions and expected asset usage warranted a revision to the estimated useful lives and salvage values of certain equipment.

As a result, during the year ended December 31, 2024, the Company reduced the estimated useful lives of its trailer equipment and lowered the estimated salvage values of revenue equipment to better reflect their expected residual values at the end of their service periods.

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In addition to the effect from the Company’s previous change in accounting estimate, the year-over-year increase can also be attributed to the interaction of a decrease in operating revenues with the fixed-cost nature of depreciation expense.

Gain on disposition of equipment increased from 0.1% of revenues, before fuel surcharges, during the second quarter of 2024 to 4.8% of revenues, before fuel surcharges, during the second quarter of 2025.The increase was primarily due to the disposition of revenue equipment effected by management’s change in accounting estimates related to the salvage value and useful lives of revenue equipment during the year ended December 31, 2024.

The reduced estimated salvage values had a direct impact on gains recognized when disposing revenue equipment during the six months ended June 30, 2025.

Non-operating income increased from 0.1% of revenues, before fuel surcharges, during the second quarter of 2024 to 2.4% of revenues, before fuel surcharges, during the second quarter of 2025.

The increase was primarily driven by growth in the market value of our marketable equity securities as of June 30, 2025, compared to the same date in 2024.

Interest expense increased from 2.9% of revenues, before fuel surcharges, during the second quarter of 2024 to 4.2% of revenues, before fuel surcharges, during the second quarter of 2025.

The increase is attributed to the Company’s increased long-term debt from $266.0 million at June 30, 2024 to $331.2 million at June 30, 2025, coupled with an increase in interest rates as the Company’s weighted average interest rate increased from 4.55% in 2024 to 5.10% in 2025.

The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased from 103.7% for the second quarter of 2024 to 112.5% for the second quarter of 2025.

SIX MONTHS ENDED JUNE 30, 2025 VS.

SIX MONTHS ENDED JUNE 30, 2024

For the six months ended June 30, 2025, truckload services revenue, before fuel surcharges, decreased 11.3% to $185.3 million as compared to $208.8 million for the six months ended June 30, 2024.

The decrease relates primarily to a 9.3% decrease in total miles travelled from 89.9 million during the first six months of 2024 to 81.6 million for the first six months of 2025 and to a 2.8% decrease in our rate per mile, from $2.10 for the first six months of 2024 to $2.04 for the first six months of 2025.

The reduction in total miles was primarily driven by a 7.2% reduction in the average number of trucks operated while the average miles driven by each truck remained relatively flat when comparing the six months ending June 30, 2025 to the six months ending June 30, 2024.

Gain on disposition of equipment increased from 0.2% of revenues, before fuel surcharges, during the third quarter of 2024 to 4.4% of revenues, before fuel surcharges, during the third quarter of 2025.

The increase was primarily due to the disposition of revenue equipment effected by management’s change in accounting estimates related to the salvage value and useful lives of revenue equipment during the year ended December 31, 2024.

The reduced estimated salvage values had a direct impact on gains recognized when disposing revenue equipment during the nine months ended September 30, 2025.

Non-operating income decreased from 3.3% of revenues, before fuel surcharges, during the third quarter of 2024 to 2.8% of revenues, before fuel surcharges, during the third quarter of 2025.

The decrease was primarily attributable to smaller unrealized gains reflecting slower market appreciation in the value of the Company’s marketable equity securities, partially offset by higher realized gains from sales of marketable equity securities during the third quarter of 2025 compared to the same period in 2024.

Interest expense increased from 2.5% of revenues, before fuel surcharges, during the third quarter of 2024 to 4.8% of revenues, before fuel surcharges, during the third quarter of 2025.

The increase is attributed to the Company’s increased long-term debt from $288.7 million at September 30, 2024 to $342.4 million at September 30, 2025, coupled with an increase in interest rates as the Company’s weighted average interest rate increased from 4.73% in 2024 to 5.19% in 2025.

The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased from 100.5% for the third quarter of 2024 to 106.7% for the third quarter of 2025.

NINE MONTHS ENDED SEPTEMBER 30, 2025 VS.

NINE MONTHS ENDED SEPTEMBER 30, 2024

For the nine months ended September 30, 2025, truckload services revenue, before fuel surcharges, decreased 13.4% to $276.4 million as compared to $319.4 million for the nine months ended September 30, 2024.

The decrease relates primarily to an 11.8% decrease in total miles travelled from 139.5 million during the first nine months of 2024 to 123.1 million for the first nine months of 2025 and to a 2.6% decrease in our rate per mile, from $2.10 for the first nine months of 2024 to $2.05 for the first nine months of 2025.

The reduction in total miles was primarily driven by an 8.1% reduction in the average number of trucks operated while the average miles driven by each truck remained relatively flat when comparing the nine months ending September 30, 2025 to the nine months ending September 30, 2024.

The reduction in truck count and miles is a result of the ongoing freight recession, characterized by an oversupply of available trucks in the market compared to available freight.

Salaries, wages and benefits increased from 39.5% of revenues, before fuel surcharges, in the first six months of 2024 to 41.5% of revenues, before fuel surcharges, during the first six months of 2025.

Salaries, wages and benefits increased from 39.0% of revenues, before fuel surcharges, in the first nine months of 2024 to 41.3% of revenues, before fuel surcharges, during the first nine months of 2025.

The percentage-based increase relates primarily to the interaction of a decrease in operating revenues with the fixed-cost nature of employing human capital.

Operating supplies and expenses increased from 12.0% of revenues, before fuel surcharges, in the first six months of 2024 to 12.9% of revenues, before fuel surcharges, during the first six months of 2025.

Operating supplies and expenses increased from 11.9% of revenues, before fuel surcharges, in the first nine months of 2024 to 12.8% of revenues, before fuel surcharges, during the first nine months of 2025.

The increase relates primarily to the interaction of expenses with fixed-cost characteristics, such as rents, driver training schools and operating taxes and licenses with a decrease in revenue.

Rent and purchased transportation increased from 24.5% of revenues, before fuel surcharges, in the first six months of 2024 to 28.0% of revenues, before fuel surcharges, during the first six months of 2025.

The increase was primarily due to a quarter-over-quarter increase in the percentage of miles driven by third-party owner-operators as opposed to company-employed drivers.

Depreciation increased from 17.8% of revenues, before fuel surcharges, during the first six months of 2024 to 23.4% of revenues, before fuel surcharges, during the first six months of 2025.

Rent and purchased transportation increased from 25.3% of revenues, before fuel surcharges, in the first nine months of 2024 to 27.4% of revenues, before fuel surcharges, during the first nine months of 2025.

The increase was primarily due to a year-over-year increase in the percentage of miles driven by third-party owner-operators as opposed to company-employed drivers.

Depreciation increased from 17.1% of revenues, before fuel surcharges, during the first nine months of 2024 to 22.7% of revenues, before fuel surcharges, during the first nine months of 2025.

The increase is primarily attributed to management’s change in accounting estimates related to the salvage values and useful lives of revenue equipment during the year ended December 31, 2024.

Gain on disposition of equipment increased from 0.0% of revenues, before fuel surcharges, during the first six months of 2024 to 4.0% of revenues, before fuel surcharges, during the first six months of 2025.

Gain on disposition of equipment increased from 0.0% of revenues, before fuel surcharges, during the first nine months of 2024 to 4.1% of revenues, before fuel surcharges, during the first nine months of 2025.

The reduced estimated salvage values had a direct impact on gains recognized when disposing revenue equipment during the six months ended June 30, 2025.

Non-operating income increased from 1.8% of revenues, before fuel surcharges, during the first six months of 2024 to 2.5% of revenues, before fuel surcharges, during the first six months of 2025.

The increase was primarily driven by growth in the market value of our marketable equity securities as of June 30, 2025, compared to the same date in 2024.

Interest expense increased from 2.7% of revenues, before fuel surcharges, during the first six months of 2024 to 4.2% of revenues, before fuel surcharges, during the first six months of 2025.

The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased from 103.9% for the first six months of 2024 to 111.7% for the first six months of 2025.

The reduced estimated salvage values had a direct impact on gains recognized when disposing revenue equipment during the nine months ended September 30, 2025.

Non-operating income increased from 2.3% of revenues, before fuel surcharges, during the first nine months of 2024 to 2.6% of revenues, before fuel surcharges, during the first nine months of 2025.

Although gains on marketable equity securities were relatively consistent year over year, the increase in non-operating income as a percentage of revenue reflects lower operating revenues in 2025 compared to the prior-year period.

Interest expense increased from 2.6% of revenues, before fuel surcharges, during the first nine months of 2024 to 4.4% of revenues, before fuel surcharges, during the first nine months of 2025.

The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased from 102.8% for the first nine months of 2024 to 110.0% for the first nine months of 2025.

RESULTS OF OPERATIONS – LOGISTICS AND BROKERAGE SERVICES

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(percentages)

8 unchanged sentences

Income before income taxes

THREE MONTHS ENDED JUNE 30, 2025 VS.

THREE MONTHS ENDED JUNE 30, 2024

During the second quarter of 2025, logistics and brokerage services revenue, before fuel surcharges, decreased 23.6% to $41.0 million as compared to $53.7 million during the second quarter of 2024.

The decrease was primarily related to a 33.7% decrease in the number of brokered loads during the second quarter 2025 as compared to 2024.

Rents and purchased transportation increased from 86.4% of revenues, before fuel surcharges, during the second quarter of 2024 to 89.9% of revenues, before fuel surcharges, during the second quarter of 2025.

THREE MONTHS ENDED SEPTEMBER 30, 2025 VS.

THREE MONTHS ENDED SEPTEMBER 30, 2024

During the third quarter of 2025, logistics and brokerage services revenue, before fuel surcharges, decreased 16.8% to $41.8 million as compared to $50.2 million during the third quarter of 2024.

The decrease was primarily related to a 28.8% decrease in the number of brokered loads during the third quarter 2025 as compared to 2024.

Rents and purchased transportation increased from 86.8% of revenues, before fuel surcharges, during the third quarter of 2024 to 90.2% of revenues, before fuel surcharges, during the third quarter of 2025.

The increase results from paying third-party carriers a larger percentage of customer revenue.

The logistics and brokerage services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased from 93.9% for the second quarter of 2024 to 98.7% for the second quarter of 2025.

SIX MONTHS ENDED JUNE 30, 2025 VS.

SIX MONTHS ENDED JUNE 30, 2024

During the first six months of 2025, logistics and brokerage services revenue, before fuel surcharges, decreased 24.2% to $85.3 million as compared to $112.4 million during the first six months of 2024.

The decrease was primarily related to a 30.9% decrease in the number of brokered loads during the first six months of 2025 as compared to the first six months of 2024.

Rents and purchased transportation increased from 86.2% of revenues, before fuel surcharges, during the first six months of 2024 to 89.1% of revenues, before fuel surcharges, during the first six months of 2025.

The logistics and brokerage services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased from 94.3% for the third quarter of 2024 to 99.1% for the third quarter of 2025.

NINE MONTHS ENDED SEPTEMBER 30, 2025 VS.

NINE MONTHS ENDED SEPTEMBER 30, 2024

During the first nine months of 2025, logistics and brokerage services revenue, before fuel surcharges, decreased 21.9% to $127.0 million as compared to $162.6 million during the first nine months of 2024.

The decrease was primarily related to a 29.8% decrease in the number of brokered loads during the first nine months of 2025 as compared to the first nine months of 2024.

Rents and purchased transportation increased from 86.4% of revenues, before fuel surcharges, during the first nine months of 2024 to 89.4% of revenues, before fuel surcharges, during the first nine months of 2025.

The increase results from paying third-party carriers a larger percentage of customer revenue.

The logistics and brokerage services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased from 93.9% for the first six months of 2024 to 98.3% for the first six months of 2025.

The logistics and brokerage services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased from 94.0% for the first nine months of 2024 to 98.6% for the first nine months of 2025.

RESULTS OF OPERATIONS – COMBINED SERVICES

THREE MONTHS ENDED JUNE 30, 2025 VS.

THREE MONTHS ENDED JUNE 30, 2024

Net loss for all divisions was approximately $9.6 million, or 7.2% in excess of revenues, before fuel surcharges, for the second quarter of 2025 as compared to net loss of $2.9 million, or 1.8% in excess of revenues, before fuel surcharges, for the second quarter of 2024.

The decrease in net income resulted in diluted loss per share of $0.46 for the second quarter of 2025 as compared to diluted loss per share of $0.13 for the second quarter of 2024.

SIX MONTHS ENDED JUNE 30, 2025 VS.

SIX MONTHS ENDED JUNE 30, 2024

For the first six months of 2025, net loss for all divisions was approximately $17.8 million, or 6.6% in excess of revenues, before fuel surcharges as compared to net loss of $2.6 million, or 0.8% of revenues, before fuel surcharges for the first six months of 2024.

The decrease in net income resulted in a diluted loss per share of $0.83 for the first six months of 2025 as compared to diluted loss per share of $0.12 for the first six months of 2024.

THREE MONTHS ENDED SEPTEMBER 30, 2025 VS.

THREE MONTHS ENDED SEPTEMBER 30, 2024

Net loss for all divisions was approximately $5.6 million, or 4.2% in excess of revenues, before fuel surcharges, for the third quarter of 2025 as compared to net income of $2.4 million, or 1.5% of revenues, before fuel surcharges, for the third quarter of 2024.

The decrease in net income resulted in diluted loss per share of $0.27 for the third quarter of 2025 as compared to diluted earnings per share of $0.11 for the third quarter of 2024.

NINE MONTHS ENDED SEPTEMBER 30, 2025 VS.

NINE MONTHS ENDED SEPTEMBER 30, 2024

For the first nine months of 2025, net loss for all divisions was approximately $23.4 million, or 5.8% in excess of revenues, before fuel surcharges as compared to net loss of $0.2 million, or 0.1% in excess of revenues, before fuel surcharges for the first nine months of 2024.

The decrease in net income resulted in a diluted loss per share of $1.10 for the first nine months of 2025 as compared to diluted loss per share of $0.01 for the first nine months of 2024.

LIQUIDITY AND CAPITAL RESOURCES

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Our primary sources of liquidity have been funds provided by operations, proceeds from the sales of revenue equipment, borrowings under our lines of credit, installment notes, investment margin account, and issuances of equity securities.

During the first six months of 2025, we generated $17.2 million in cash from operating activities.

Investing activities generated $7.7 million in cash in the first six months of 2025.

Financing activities used $24.0 million in cash in the first six months of 2025.

During the first nine months of 2025, we generated $23.1 million in cash from operating activities.

Investing activities generated $21.9 million in cash in the first nine months of 2025.

Financing activities used $44.4 million in cash in the first nine months of 2025.

Our primary use of funds is for the purchase of revenue equipment.

We typically use installment notes with fixed interest rates and terms ranging from 36 to 84 months, our existing line of credit on an interim basis, proceeds from the sale or trade of equipment, and cash flows from operations to finance capital expenditures and repay long-term debt.

During the first six months of 2025, we utilized cash on hand and long-term debt to finance purchases of revenue equipment and other assets of approximately $18.1 million.

During the first nine months of 2025, we utilized cash on hand and long-term debt to finance purchases of revenue equipment and other assets of approximately $21.6 million.

In addition, we acquired approximately $46.3 million of revenue equipment through vendor-direct financing arrangements.

These non-cash financing arrangements provide an additional source of liquidity for acquiring new equipment but do not result in cash inflows or outflows and, accordingly, are not reflected in the consolidated statement of cash flows.

During the remainder of 2025, we expect to purchase approximately 94 new trucks and 650 new trailers while continuing to sell or trade older equipment, which we expect to result in net capital expenditures of approximately $33.0 million.

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We currently intend to retain our future earnings to finance our growth and do not anticipate paying cash dividends in the foreseeable future.

During the first six months of 2025, we maintained a revolving line of credit with a borrowing limit of $60.0 million.

Under this credit facility, amounts outstanding under the line bear interest at Term SOFR plus 1.85% (6.20% at June 30, 2025), are secured by our trade accounts receivable and mature on July 1, 2027.

During the first nine months of 2025, we maintained a revolving line of credit with a borrowing limit of $60.0 million.

Under this credit facility, amounts outstanding bear interest at Term SOFR plus 3.35% (7.70% at September 30, 2025), are secured by our trade accounts receivable, and mature on July 1, 2027.

The credit facility also establishes an “unused fee” of 0.25% if average borrowings are less than $18.0 million.

At June 30, 2025, we had no outstanding borrowings against the line of credit and approximately $0.2 million of outstanding letters of credit, with availability to borrow $59.8 million.

The loan agreement requires us to maintain a debt to adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization, excluding gains and losses on equity securities and extraordinary items, calculated on a rolling four-quarter basis) ratio of less than 4.00 to 1.00 as of the end of each calendar quarter.

As of June 30, 2025, we were not in compliance with this financial covenant.

The elevated debt to adjusted EBITDA ratio was primarily the result of increased funded debt related to the purchase of $144.2 million of revenue equipment during 2024, most of which was financed, combined with a decrease in trailing twelve-month adjusted EBITDA due to the phasing out of earlier, more favorable quarters from the rolling four-quarter calculation.

The agreement provides a 45-day cure period for financial covenant violations, during which we are not deemed to be in default of the loan agreement.

On August 7, 2025, within the permitted cure period, we received a written waiver from the lender for the covenant violation applicable to the period ended June 30, 2025.

We remain in compliance with all other covenants under the agreement as of the date of this filing.

We are currently working with the lender to amend the financial covenant terms of the agreement on a prospective basis and anticipate having a revised covenant metric in place prior to the end of the quarter, ending September 30, 2025.

However, we cannot guarantee that we will reach an agreement with the lender to revise this metric for future quarters on terms favorable to us or at all.

If we are unable to reach an agreement with the lender to revise the financial covenant and do not meet the current covenant as of September 30, 2025, we would need to seek an additional waiver from the lender or obtain an alternative source of funding to supplement our cash flows.

While we have not borrowed any funds under the line of credit during 2025, any failure to meet this covenant in a future quarter or obtain a waiver from the lender within the applicable cure period would accelerate our payment obligations with respect to any future amounts that we may borrow under the credit facility and prevent us from making further borrowings under the facility, either of which could materially and adversely affect our future liquidity.

Prepaid expenses and deposits decreased from $11.6 million at December 31, 2024 to $8.5 million at June 30, 2025.

At September 30, 2025, we had no outstanding borrowings under the line of credit and approximately $0.2 million of outstanding letters of credit, with availability to borrow $59.8 million.

Prepaid expenses and deposits decreased from $11.6 million at December 31, 2024 to $8.0 million at September 30, 2025.

The decrease relates to the normal amortization of items prepaid as of December 31, 2024.

Our marketable equity securities portfolio grew $5.8 million during the first six months of 2025 from $42.6 million at December 31, 2024 to $48.4 million at June 30, 2025.

Our marketable equity securities portfolio grew $4.2 million during the first nine months of 2025 from $42.6 million at December 31, 2024 to $46.8 million at September 30, 2025.

The increase was driven entirely by unrealized gains due to favorable market value changes in the underlying equity holdings.

Revenue equipment decreased from $733.2 million at December 31, 2024 to $672.6 million at June 30, 2025.

The decrease is primarily due to the disposition of aging trucks and trailers during the first six months of 2025, partially offset by purchases of new trucks and trailers during the first six months of 2025.

During the first six months of 2025, our current income tax position shifted from a net refundable asset of $2.3 million at December 31, 2024 to a net payable liability of $1.8 million at June 30, 2025.

This change was primarily driven by the reversal of previously recognized temporary differences, most notably those related to accelerated depreciation.

The transition was expected and reflects the normal timing of cash tax obligations in relation to book-tax differences.

In connection with these reversals, our deferred income tax liability also decreased from $92.5 million at December 31, 2024 to $81.8 million at June 30, 2025.

The reduction primarily reflects the realization of deferred tax liabilities established in prior periods for the same temporary differences, most notably those related to accelerated depreciation.

In July 2025, the federal government enacted new tax legislation that includes several provisions applicable to tax years beginning after December 31, 2024.

Two provisions are particularly relevant to our business.

First, the law restores 100% bonus depreciation for qualifying capital assets placed in service after 2024, reversing the previously scheduled phase-down.

This change is expected to increase our near-term deductions for fleet and facility investments and may reduce our cash tax obligations in future periods.

Second, the legislation reinstates the more favorable EBITDA-based limitation on the deductibility of business interest under Section 163(j), replacing the prior EBIT-based calculation.

As a capital-intensive operator that finances a portion of its asset base, this change will enhance our ability to deduct interest expense and reduce future cash tax liabilities.

Since the legislation was enacted after June 30, 2025, it did not affect our income tax provision or financial position as of that date.

We are currently evaluating the broader implications of the new law on our liquidity, effective tax rate, and capital planning strategies for the remainder of 2025 and future periods.

These changes are expected to reduce the Company’s estimated income tax payable recorded as of June 30, 2025 by approximately $4.5 million, resulting in the recognition of a net tax receivable and a corresponding increase in deferred tax liabilities of approximately $4.5 million.

Accounts payable and accrued expenses remained relatively flat over the quarter, with balances of $31.0 million and $16.6 million, respectively at June 30, 2025 compared to $31.2 million and $14.6 million, respectively, at December 31, 2024.

Revenue equipment decreased from $733.2 million at December 31, 2024 to $681.7 million at September 30, 2025.

The decrease is primarily due to the disposition of aging trucks and trailers during the first nine months of 2025, partially offset by purchases of new trucks and trailers during the first nine months of 2025.

During the first nine months of 2025, the Company’s current income tax position remained a net refundable asset of $2.5 million at September 30, 2025 compared a net refundable asset of $2.3 million at December 31, 2024.

The refundable current tax asset is a product of significant temporary differences recognized in the current year, most notably those related to accelerated depreciation.

The Company’s deferred income tax liability decreased from $92.5 million at December 31, 2024 to $84.0 million at September 30, 2025.

In July 2025, the federal government enacted new tax legislation, the One Big Beautiful Bill Act (the “OBBBA”), applicable to tax years beginning after December 31, 2024.

While the enactment of the OBBBA restored 100% bonus depreciation for qualifying capital assets and reinstated the EBITDA-based limitation on interest deductibility under Section 163(j)—both of which increased temporary differences and, all else equal, would have increased deferred tax liabilities—the overall decrease reflects the offsetting effect of net operating losses generated in the period.

As a result, the deferred tax liability decreased despite these legislative changes.

The OBBBA’s restoration of 100% bonus depreciation for qualifying capital assets acquired and placed in service after January 19, 2025 is expected to increase near-term deductions for fleet and facility investments and may reduce cash tax obligations in future periods.

The reinstatements of the EBITDA-based limitation on the deductibility of business interest under Section 163(j), replacing the prior EBIT-based calculation is expected to enhance the Company’s ability to deduct interest expense and reduce future cash tax liabilities.

The Company continues to evaluate the impact of this legislation on its deferred and current tax positions, including potential effects on future periods.

Accounts payable and accrued expenses remained relatively flat over the quarter, with balances of $33.1 million and $15.7 million, respectively at September 30, 2025 compared to $31.2 million and $14.6 million, respectively, at December 31, 2024.

Long-term debt and current maturities of long term-debt are reviewed on an aggregate basis, as the classification of amounts in each category are typically affected merely by the passage of time.

Long-term debt and current maturities of long-term debt, on an aggregate basis, increased from $325.6 million at December 31, 2024 to $331.2 million at June 30, 2025.

The increase was primarily related to the financing of additional revenue equipment during the first six months of 2025.

Long-term debt and current maturities of long-term debt, on an aggregate basis, increased from $325.6 million at December 31, 2024 to $342.4 million at September 30, 2025.

The increase was attributed entirely to the financing of additional revenue equipment during the first nine months of 2025.

NEW ACCOUNTING PRONOUNCEMENTS

1 unchanged sentence

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What changed 10-Q

Item 1. Financial Statements