What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-07 · 73 added, 45 removed, 320 unchanged (27% of the section changed)

1 unchanged sentence

Condensed Consolidated Balance Sheets

March 31, December 31,

June 30, December 31,

(Dollars in millions, shares in thousands, except per share amounts) 2025 2024

29 unchanged sentences

10,000 shares authorized;

0 shares issued and outstanding as of March 31, 2025 and December 31, 2024

0 shares issued and outstanding as of June 30, 2025 and December 31, 2024

Common stock, $ 0.01 par value;

300,000 shares authorized;

163,912 and 162,517 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

163,970 and 162,517 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,915 1,904

5 unchanged sentences

Condensed Consolidated Statements of Operations

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(Dollars in millions, shares in thousands, except per share amounts) 2025 2024 2025 2024

6 unchanged sentences

Restructuring costs 3 2 17 13

Operating loss $ ( 30 ) $ ( 12 )

Operating income (loss) $ — $ — $ ( 30 ) $ ( 12 )

Other expense 2 — 2 1

3 unchanged sentences

Net loss $ ( 9 ) $ ( 7 ) $ ( 40 ) $ ( 22 )

Loss per share data

Loss per share

Basic $ ( 0.05 ) $ ( 0.06 ) $ ( 0.24 ) $ ( 0.19 )

5 unchanged sentences

Condensed Consolidated Statements of Comprehensive Loss

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In millions) 2025 2024 2025 2024

Net loss $ ( 9 ) $ ( 7 ) $ ( 40 ) $ ( 22 )

Other comprehensive income

Foreign currency translation gain

Other comprehensive income 2 —

Other comprehensive income (loss)

Foreign currency gain (loss) $ 3 $ ( 2 ) $ 5 $ ( 2 )

Other comprehensive income (loss) 3 ( 2 ) 5 ( 2 )

Comprehensive loss $ ( 6 ) $ ( 9 ) $ ( 35 ) $ ( 24 )

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31,

Six Months Ended June 30,

(In millions) 2025 2024

11 unchanged sentences

Accrued expenses, other current liabilities and other long-term liabilities ( 71 ) —

Net cash provided by (used in) operating activities ( 2 ) 7

Net cash provided by operating activities 21 2

Investing activities

Payment for purchases of property and equipment ( 29 ) ( 22 )

Proceeds from sale of property and equipment 1 —

Business acquisition, net of cash acquired ( 10 ) —

Other ( 5 ) —

Net cash used in investing activities ( 43 ) ( 22 )

2 unchanged sentences

Repayment of borrowings on revolving credit facilities ( 227 ) ( 92 )

Payment for equity issuance costs ( 1 ) —

Payment for tax withholdings related to vesting of stock compensation awards ( 18 ) ( 3 )

Repayment of debt and finance leases ( 1 ) ( 1 )

Other ( 10 ) ( 1 )

12 unchanged sentences

Condensed Consolidated Statements of Changes in Equity

(Dollars in millions, shares in thousands) Shares Amount Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Loss Total Equity

(Dollars in millions, shares in thousands) Shares Amount Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Equity

Balance as of March 31, 2025 163,912 $ 2 $ 1,908 $ ( 315 ) $ ( 8 ) $ 1,587

Net loss — — — ( 9 ) — ( 9 )

Other comprehensive income — — — — 3 3

Stock compensation expense — — 7 — — 7

Vesting of stock compensation awards 58 — — — — —

Balance as of June 30, 2025 163,970 $ 2 $ 1,915 $ ( 324 ) $ ( 5 ) $ 1,588

(Dollars in millions, shares in thousands) Shares Amount Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Equity

Balance as of December 31, 2024 162,517 $ 2 $ 1,904 $ ( 284 ) $ ( 10 ) $ 1,612

4 unchanged sentences

Tax withholdings related to vesting of stock compensation awards — — ( 3 ) — — ( 3 )

Balance as of June 30, 2025 163,970 $ 2 $ 1,915 $ ( 324 ) $ ( 5 ) $ 1,588

(Dollars in millions, shares in thousands) Shares Amount Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Equity

Balance as of March 31, 2024 117,544 $ 1 $ 593 $ ( 9 ) $ ( 3 ) $ 582

Net loss — — — ( 7 ) — ( 7 )

Other comprehensive loss — — — — ( 2 ) ( 2 )

Stock compensation expense — — 6 — — 6

Vesting of stock compensation awards 63 — — — — —

Balance as of June 30, 2024 117,607 $ 1 $ 599 $ ( 16 ) $ ( 5 ) $ 579

(Dollars in millions, shares in thousands) Shares Amount Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Loss Total Equity

1 unchanged sentence

Net loss — — — ( 22 ) — ( 22 )

Other comprehensive income — — — — — —

Other comprehensive loss — — — — ( 2 ) ( 2 )

Stock compensation expense — — 11 — — 11

1 unchanged sentence

Tax withholdings related to vesting of stock compensation awards — — ( 2 ) — — ( 2 )

Balance as of March 31, 2024 117,544 $ 1 $ 593 $ ( 9 ) $ ( 3 ) $ 582

Balance as of June 30, 2024 117,607 $ 1 $ 599 $ ( 16 ) $ ( 5 ) $ 579

See accompanying notes to condensed consolidated financial statements.

15 unchanged sentences

In management’s opinion, the condensed consolidated financial statements reflect all adjustments that are of a normal recurring nature and are necessary for a fair presentation of financial condition, results of operations and cash flows for the interim periods presented.

Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

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

Significant Accounting Policies

Our significant accounting policies are disclosed in Note 2 to the 2024 Form 10-K.

There have been no material changes to the Company’s significant accounting policies as of March 31, 2025.

There have been no material changes to the Company’s significant accounting policies as of June 30, 2025.

Restricted Cash

As of June 30, 2025, our restricted cash included in Other current assets on our Condensed Consolidated Balance Sheets was $ 1 million.

Accounting Pronouncements Issued but Not Yet Effective

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosure.” The ASU seeks to enhance income tax information primarily through changes in the rate reconciliation and income taxes paid information.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.” The ASU seeks to enhance income tax information primarily through changes in the rate reconciliation and income taxes paid information.

The amendments are effective for annual periods beginning after December 15, 2024 on a prospective basis.

The Company will adopt this standard beginning with the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025.

The Company does not except the adoption to have a material impact on our annual financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures:

Disaggregation of Income Statement Expenses”.

The ASU seeks to improve the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses in commonly presented expense captions.

The Company does not expect the adoption to have a material impact on our annual financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses.” The ASU seeks to improve the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses in commonly presented expense captions.

The amendments are effective for annual periods beginning after December 15, 2026 and interim reporting periods after December 15, 2027 on either a prospective or retrospective basis.

1 unchanged sentence

We are currently evaluating the impact of the new guidance.

On July 4, 2025, the U.S.

enacted into law H.R.1, commonly referred to as “The One Big Beautiful Bill Act” (the “Act”).

The Act contains several key tax provisions impacting businesses, including the permanent reinstatement of 100% bonus depreciation for qualified property and the restoration of immediate expensing of domestic research and experimental expenditures.

The Act also modifies the business interest deduction limitation as well as several international tax provisions.

The legislation has various effective dates of implementation from 2025 through 2027.

The Company is currently evaluating the impact of these tax law changes on the effective tax rate, deferred tax assets and liabilities, and cash taxes payable.

On September 16, 2024 (the “acquisition date”), the Company acquired the technology-driven, asset-light based truckload freight brokerage services business, as well as certain assets used to conduct haulage, dedicated transport and warehousing services in the United Kingdom (collectively, “Coyote”), from United Parcel Service of America, Inc.

40 unchanged sentences

The unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the acquisition been completed as of January 1, 2023 or of the results of our future operations of the combined business.

(In millions) Three Months Ended March 31, 2024

(In millions) Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

Revenue $ 1,567 $ 3,149

2 unchanged sentences

The tables below provide information about the Company’s reportable segment:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In millions) 2025 2024 2025 2024

3 unchanged sentences

Sales, general and administrative expense (1)

202 146 405 287

Other expense — — — 1

4 unchanged sentences

Restructuring and other costs 3 5 17 16

Other expense 2 — 2 —

Interest expense, net 8 8 17 16

1 unchanged sentence

(1) Excludes unallocated corporate expenses and other costs.

(In millions) March 31, 2025 December 31, 2024

(In millions) June 30, 2025 December 31, 2024

Segment assets $ 3,135 $ 3,345

6 unchanged sentences

Approximately 7 % and 8 % of our revenues were generated outside the U.S.

(primarily in Canada, Mexico, Europe and Asia) for the three months ended March 31, 2025 and 2024, respectively.

(primarily in Canada, Mexico, Europe and Asia) for the three months ended June 30, 2025 and 2024, respectively.

Approximately 7 % and 8 % of our revenues were generated outside the U.S.

(primarily in Canada, Mexico, Europe and Asia) for the six months ended June 30, 2025 and 2024, respectively.

Our revenue disaggregated by service offering is as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In millions) 2025 2024 2025 2024

5 unchanged sentences

Our revenue disaggregated by industry sector is as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In millions) 2025 2024 2025 2024

10 unchanged sentences

(i) have original expected durations of one year or less or (ii) contain variable consideration.

As of March 31, 2025, the fixed consideration component of our remaining performance obligations was approximately $ 31 million, and we expect approximately 96 % of that amount to be recognized over the next 3 years and the remainder thereafter.

As of June 30, 2025, the fixed consideration component of our remaining performance obligations was approximately $ 22 million, and we expect approximately 98 % of that amount to be recognized over the next 3 years and the remainder thereafter.

We estimate remaining performance obligations at a point in time and actual amounts may differ from these estimates due to contract revisions or terminations.

3 unchanged sentences

The following is a rollforward of the Company’s restructuring activity:

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

(In millions) Reserve Balance

December 31, 2024 Charges Incurred Payments Reserve Balance

March 31, 2025

June 30, 2025

Severance $ 5 $ 10 $ ( 9 ) $ 6

1 unchanged sentence

Total $ 20 $ 17 $ ( 12 ) $ 25

We expect the majority of the cash outlays related to the remaining restructuring liability at March 31, 2025 to be complete within twelve months.

We expect the majority of the cash outlays related to the remaining restructuring liability at June 30, 2025 to be complete within twelve months.

The following table summarizes the principal balance and carrying value of our debt:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(In millions) Principal Balance Carrying Value Principal Balance Carrying Value

6 unchanged sentences

Total long-term debt and obligations under finance leases $ 392 $ 387 $ 357 $ 351

(1) The carrying value of the 7.50 % Notes due 2027 is presented net of unamortized debt issuance cost and discount of $ 5 million and $ 6 million as of March 31, 2025 and December 31, 2024, respectively.

(1) The carrying value of the 7.50 % Notes due 2027 is presented net of unamortized debt issuance cost and discount of $ 5 million and $ 6 million as of June 30, 2025 and December 31, 2024, respectively.

Revolving Credit Facilities

2 unchanged sentences

The Company is required to pay a commitment fee on any unused commitment, based on pricing levels set forth in the agreement.

The effective interest rate on the Revolver was 8.00 % as of March 31, 2025.

The effective interest rate on the Revolver was 8.00 % as of June 30, 2025.

On November 2, 2023, the Company exercised a feature to increase the total commitments under the Revolver from $ 500 million to $ 600 million.

2 unchanged sentences

On August 8, 2024, the Company and lenders entered into an amendment, which, following the completion of the Coyote acquisition on September 16, 2024, increased the Company’s maximum consolidated leverage ratio to not greater than 4.50 :1.00.

At March 31, 2025, the Company was in compliance with the covenants of the Revolver.

There were no letters of credit outstanding on the Revolver at March 31, 2025.

At June 30, 2025, the Company was in compliance with the covenants of the Revolver.

There were no letters of credit outstanding on the Revolver at June 30, 2025.

In addition, the amendment extended, upon the completion date of the Coyote acquisition, the Revolver maturity date five years from the amendment date to September 16, 2029.

2 unchanged sentences

revolving credit facility with a maximum commitment of approximately $ 16 million.

This facility has a one-year term and we had $ 15 million outstanding as of March 31, 2025 classified as short-term debt.

This facility has a one-year term and we had $ 14 million outstanding as of June 30, 2025 classified as short-term debt.

On October 25, 2022, we completed an offering of $ 355 million in aggregate principal amount of unsecured notes (the “Notes” or the “ 7.50 % Notes due 2027”).

1 unchanged sentence

The Notes were issued at an issue price of 98.962 % of par.

The effective interest rate on the Notes was 8.13 % as of March 31, 2025.

The effective interest rate on the Notes was 8.13 % as of June 30, 2025.

We may redeem the Notes, in whole or in part, at any time at a redemption price equal to (i) 103.750 % of the principal amount to be redeemed if the redemption occurs during the 12-month period beginning on November 15, 2024, (ii) 101.875 % of the principal amount to be redeemed if the redemption occurs during the 12-month period beginning on November 15, 2025 and (iii) 100 % of the principal amount to be redeemed if the redemption occurs on or after November 15, 2026, in each case plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

2 unchanged sentences

The Notes contain covenants customary for debt securities of this nature.

At March 31, 2025, the Company was in compliance with the covenants of the Notes.

At June 30, 2025, the Company was in compliance with the covenants of the Notes.

Fair Value Measurements

8 unchanged sentences

The Company bases its fair value estimates on market assumptions and available information.

The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and short-term debt and current maturities of long-term debt approximated their fair values as of March 31, 2025 and December 31, 2024, due to their short-term nature and/or being receivable or payable on demand.

The carrying values of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and short-term debt and current maturities of long-term debt approximated their fair values as of June 30, 2025 and December 31, 2024, due to their short-term nature and/or being receivable or payable on demand.

The fair value of our debt and classification in the fair value hierarchy is as follows:

(In millions) Level March 31, 2025 December 31, 2024

(In millions) Level June 30, 2025 December 31, 2024

Revolver 3 $ 35 $ —

5 unchanged sentences

During 2023, the Company repurchased 100,000 shares of its common stock for $ 2 million at an average price of $ 20.53 per share, funded by available cash.

There were no share repurchases under the 2023 Share Repurchase Program in the three months ended March 31, 2025.

As of March 31, 2025, $ 123 million remained approved to be used for share repurchases under the 2023 Share Repurchase Program.

There were no share repurchases under the 2023 Share Repurchase Program in the three or six months ended June 30, 2025.

As of June 30, 2025, $ 123 million remained approved to be used for share repurchases under the 2023 Share Repurchase Program.

The 2023 Share Repurchase Program does not have an expiration date and may be suspended or discontinued at any time at the discretion of the Company’s Board of Directors.

2 unchanged sentences

The computations of basic and diluted loss per share are as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(Dollars in millions, shares in thousands, except per share data) 2025 2024 2025 2024

31 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements