Hub Group Inc.

11/01/2024 | Press release | Distributed by Public on 11/01/2024 14:11

Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024 or

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 0-27754

HUB GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

36-4007085

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

2001 Hub Group Way

Oak Brook, Illinois 60523

(Address, including zip code, of principal executive offices)

(630) 271-3600

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $.01 per share

HUBG

NASDAQ

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer☒ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company ☐Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

On October 25, 2024, the registrant had 60,787,701outstanding shares of Class A common stock, par value $.01 per share, and 574,903outstanding shares of Class B common stock, par value $.01 per share.


HUB GROUP, INC.

TABLE OF CONTENTS

Page

PART I. Financial Information

3

Item 1.Financial Statements

Condensed Consolidated Balance Sheets - September 30, 2024 (unaudited) and December 31, 2023

3

Unaudited Condensed Consolidated Statements of Income and Comprehensive Income - Three and Nine Months Ended September 30, 2024 and 2023

4

Unaudited Condensed Consolidated Statements of Stockholders' Equity - Three and Nine Months Ended September 30, 2024 and 2023

5

Unaudited Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2024 and 2023

6

Notes to Unaudited Condensed Consolidated Financial Statements

7

Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations

13

Item 3.Quantitative and Qualitative Disclosures about Market Risk

19

Item 4.Controls and Procedures

19

PART II. Other Information

20

Item 1.Legal Proceedings

20

Item 1A.Risk Factors

20

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

20

Item 3.Defaults Upon Senior Securities

20

Item 4.Mine Safety Disclosures

20

Item 5.Other Information

20

Item 6.Exhibits

21

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

HUB GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

September 30,

December 31,

2024

2023

ASSETS

(unaudited)

CURRENT ASSETS:

Cash and cash equivalents

$

186,139

$

187,270

Accounts receivable trade, net

576,352

600,197

Accounts receivable other

5,683

3,358

Prepaid taxes

11,026

17,331

Prepaid expenses and other current assets

26,196

41,089

TOTAL CURRENT ASSETS

805,396

849,245

Restricted investments

21,342

20,763

Property and equipment, net

741,753

791,692

Right-of-use assets - operating leases

228,137

210,742

Right-of-use assets - financing leases

1,226

2,522

Other intangibles, net

240,162

304,607

Goodwill

772,542

733,695

Other non-current assets

22,567

22,781

TOTAL ASSETS

$

2,833,125

$

2,936,047

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable trade

$

305,838

$

349,378

Accounts payable other

28,636

14,471

Accrued payroll

34,442

21,731

Accrued other

105,638

121,253

Lease liability - operating leases

42,853

44,690

Lease liability - financing leases

656

1,579

Current portion of long-term debt

99,850

105,108

TOTAL CURRENT LIABILITIES

617,913

658,210

Long-term debt

187,240

245,574

Other non-current liabilities

54,939

55,287

Lease liability - operating leases

193,851

177,699

Lease liability - financing leases

498

865

Deferred taxes

152,414

163,767

STOCKHOLDERS' EQUITY:

Preferred stock, $.01par value; 2,000,000shares authorized; noshares issued or outstanding in 2024 and 2023.

-

-

Common stock

Class A: $.01par value; 97,337,700shares authorized; 72,303,228shares issued in 2024 and 75,524,189shares issued in 2023; 60,818,637shares outstanding in 2024 and 62,200,921shares outstanding in 2023.

723

755

Class B: $.01par value; 662,300shares authorized; 574,903shares issued and outstanding in 2024 and 2023.

6

6

Additional paid-in capital

216,585

209,830

Retained earnings

2,005,539

1,949,110

Accumulated other comprehensive loss

(232

)

(129

)

Treasury stock; at cost, 11,484,591shares in 2024 and 13,323,268shares in 2023.

(596,351

)

(524,927

)

TOTAL STOCKHOLDERS' EQUITY

1,626,270

1,634,645

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

2,833,125

$

2,936,047

See notes to unaudited condensed consolidated financial statements.

3

HUB GROUP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF INCOME AND COMPREHENSIVE INCOME

(in thousands, except per share amounts)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2024

2023

2024

2023

Operating revenue

$

986,892

$

1,024,835

$

2,972,880

$

3,217,562

Operating expenses:

Purchased transportation and warehousing

739,995

772,650

2,207,403

2,403,190

Salaries and benefits

142,948

138,503

429,300

417,757

Depreciation and amortization

32,386

36,065

108,489

106,899

Insurance and claims

10,217

11,681

35,474

36,041

General and administrative

29,674

24,146

84,785

76,445

Gain on sale of assets, net

(427

)

(765

)

(1,337

)

(5,599

)

Total operating expenses

954,793

982,280

2,864,114

3,034,733

Operating income

32,099

42,555

108,766

182,829

Other income (expense):

Interest expense

(3,582

)

(3,537

)

(11,170

)

(9,623

)

Interest income

2,249

2,838

5,450

6,302

Other, net

(23

)

(188

)

(259

)

(81

)

Total other expense, net

(1,356

)

(887

)

(5,979

)

(3,402

)

Income before provision for income taxes

30,743

41,668

102,787

179,427

Provision for income taxes

7,140

11,209

23,116

40,684

Net income

23,603

30,459

79,671

138,743

Other comprehensive (loss) income:

Foreign currency translation adjustments

(32

)

(31

)

(103

)

47

Total comprehensive income

$

23,571

$

30,428

$

79,568

$

138,790

Basic earnings per common share

$

0.39

$

0.49

$

1.31

$

2.17

Diluted earnings per common share

$

0.39

$

0.48

$

1.30

$

2.15

Basic weighted average number of shares outstanding

60,374

62,278

60,803

63,816

Diluted weighted average number of shares outstanding

60,949

62,986

61,241

64,416

See notes to unaudited condensed consolidated financial statements.

4

HUB GROUP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands, except share amounts)

Class A & B

Accumulated

Common Stock

Additional

Other

Shares

Paid-in

Retained

Comprehensive

Treasury Stock

Issued

Amount

Capital

Earnings

(Loss) Income

Shares

Amount

Total

Balance June 30, 2023

76,099,092

$

761

$

198,556

$

1,889,867

$

(136

)

(10,900,657

)

$

(478,312

)

$

1,610,736

Stock tendered for payments of withholding taxes related to awards vested

-

-

-

-

-

(2,324

)

(185

)

(185

)

Purchase of treasury stock

-

-

-

-

-

(208,330

)

(17,326

)

(17,326

)

Issuance of restricted stock awards, net of forfeitures

-

-

475

-

-

(2,783

)

(475

)

-

Share-based compensation expense

-

-

5,416

-

-

-

-

5,416

Net income

-

-

-

30,459

-

-

-

30,459

Foreign currency translation adjustment

-

-

-

-

(31

)

-

-

(31

)

Balance September 30, 2023

76,099,092

$

761

$

204,447

$

1,920,326

$

(167

)

(11,114,094

)

$

(496,298

)

$

1,629,069

Balance June 30, 2024

72,878,131

$

729

$

211,346

$

1,989,600

$

(200

)

(10,650,225

)

$

(560,345

)

$

1,641,130

Stock tendered for payments of withholding taxes related to awards vested

-

-

-

-

-

(8,655

)

(400

)

(400

)

Purchase of treasury stock

-

-

-

-

-

(824,149

)

(35,335

)

(35,335

)

Federal excise tax on purchased treasury stock

-

-

-

-

-

-

(294

)

(294

)

Issuance of restricted stock awards, net of forfeitures

-

-

(23

)

-

-

(1,562

)

23

-

Share-based compensation expense

-

-

5,262

-

-

-

-

5,262

Dividends paid

-

-

-

(7,503

)

-

-

-

(7,503

)

Dividends accrued

-

-

-

(161

)

-

-

-

(161

)

Net income

-

-

-

23,603

-

-

-

23,603

Foreign currency translation adjustment

-

-

-

-

(32

)

-

-

(32

)

Balance September 30, 2024

72,878,131

$

729

$

216,585

$

2,005,539

$

(232

)

(11,484,591

)

$

(596,351

)

$

1,626,270

Balance December 31, 2022

76,099,092

$

761

$

192,365

$

1,781,582

$

(214

)

(9,656,044

)

$

(374,892

)

$

1,599,602

Stock tendered for payments of withholding taxes related to awards vested

-

-

-

-

-

(100,533

)

(8,003

)

(8,003

)

Purchase of treasury stock

-

-

-

-

-

(1,531,755

)

(117,352

)

(117,352

)

Issuance of restricted stock awards, net of forfeitures

-

-

(3,949

)

-

-

174,238

3,949

-

Share-based compensation expense

-

-

16,031

-

-

-

-

16,031

Net income

-

-

-

138,743

-

-

-

138,743

Foreign currency translation adjustment

-

-

-

-

47

-

-

47

Balance September 30, 2023

76,099,092

$

761

$

204,447

$

1,920,326

$

(167

)

(11,114,094

)

$

(496,298

)

$

1,629,069

Balance December 31, 2023

76,099,092

$

761

$

209,830

$

1,949,110

$

(129

)

(13,323,268

)

$

(524,927

)

$

1,634,645

Adjustment related to stock split

(3,220,961

)

(32

)

32

-

-

3,220,961

-

-

Stock tendered for payments of withholding taxes related to awards vested

-

-

-

-

-

(198,959

)

(9,064

)

(9,064

)

Purchase of treasury stock

-

-

-

-

-

(1,591,952

)

(68,273

)

(68,273

)

Federal excise tax on purchased treasury stock

-

-

-

-

-

-

(2,059

)

(2,059

)

Issuance of restricted stock awards, net of forfeitures

-

-

(7,972

)

-

-

408,627

7,972

-

Share-based compensation expense

-

-

14,695

-

-

-

-

14,695

Dividends paid

-

-

-

(22,733

)

-

-

-

(22,733

)

Dividends accrued

-

-

-

(509

)

-

-

-

(509

)

Net income

-

-

-

79,671

-

-

-

79,671

Foreign currency translation adjustment

-

-

-

-

(103

)

-

-

(103

)

Balance September 30, 2024

72,878,131

$

729

$

216,585

$

2,005,539

$

(232

)

(11,484,591

)

$

(596,351

)

$

1,626,270

Note: Some amounts may not foot due to rounding.

See notes to unaudited condensed consolidated financial statements.

5

HUB GROUP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Nine Months Ended September 30,

2024

2023

Cash flows from operating activities:

Net income

$

79,671

$

138,743

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization of intangibles and right-of-use assets

145,474

136,775

Impairment of right-of-use asset

-

2,012

Deferred taxes

(11,652

)

18,832

Non-cash share-based compensation expense

14,695

16,031

Gain on sale of assets, net

(1,337

)

(5,599

)

Changes in operating assets and liabilities, net of acquisitions:

Restricted investments

(579

)

(1,744

)

Accounts receivable, net

22,967

83,664

Prepaid taxes

6,305

(2,108

)

Prepaid expenses and other current assets

11,210

6,161

Other non-current assets

(2,083

)

(2,515

)

Accounts payable

(29,520

)

516

Accrued expenses

(10,106

)

(46,243

)

Non-current liabilities

(31,230

)

(21,848

)

Net cash provided by operating activities

193,815

322,677

Cash flows from investing activities:

Proceeds from sale of equipment

9,792

20,208

Purchases of property and equipment

(43,220

)

(105,667

)

Acquisitions, net of cash acquired

3,701

108

Net cash used in investing activities

(29,727

)

(85,351

)

Cash flows from financing activities:

Repayments of long-term debt

(81,356

)

(80,965

)

Purchase of treasury stock

(68,273

)

(117,352

)

Dividends paid

(22,733

)

-

Stock withheld for payments of withholding taxes

(9,064

)

(8,003

)

Finance lease payments

(1,532

)

(2,097

)

Proceeds from issuance of debt

17,764

85,107

Net cash used in financing activities

(165,194

)

(123,310

)

Effect of exchange rate changes on cash and cash equivalents

(25

)

28

Net (decrease) increase in cash and cash equivalents

$

(1,131

)

$

114,044

Cash and cash equivalents beginning of the period

$

187,270

$

286,642

Cash and cash equivalents end of the period

$

186,139

$

400,686

Supplemental disclosures of cash paid for:

Interest

$

11,301

$

9,547

Income taxes paid, net

$

28,406

$

23,260

See notes to unaudited condensed consolidated financial statements.

6

HUB GROUP, INC.

NOTES TO UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. Interim Financial Statements

Our accompanying unaudited condensed consolidated financial statements of Hub Group, Inc. (the "Company," "Hub," "we," "us" or "our") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements have been omitted pursuant to those rules and regulations. However, we believe that the disclosures contained herein are adequate to make the information presented not misleading.

The financial statements reflect, in our opinion, all material adjustments (which include only normal recurring adjustments) necessary to fairly present our financial position as of September 30, 2024 and results of operations for the three and nine months ended September 30, 2024 and 2023.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 10-K"). Results of operations in interim periods are not necessarily indicative of results to be expected for a full year due partially to seasonality.

On January 4, 2024, we announced a two-for-one stock split of our 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. Our 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 share amounts in our condensed consolidated balance sheets, condensed consolidated statements of income and comprehensive income, condensed consolidated statements of stockholders' equity and related footnote disclosures have been adjusted and presented as though the stock split had occurred as of the earliest period presented.

On February 22, 2024, the Board declared a quarterly cash dividend of $0.125per share on our Class A and Class B common stock. The dividend was paid on March 27, 2024 to stockholders of record as of March 8, 2024. On May 23, 2024, the Board declared a quarterly cash dividend of $0.125per share on our Class A and Class B common stock. The dividend was paid on June 26, 2024 to stockholders of record as of June 7, 2024. On August 27, 2024, the Board declared a quarterly cash dividend of $0.125per share on our Class A and Class B common stock. The dividend was paid on September 25, 2024 to stockholders of record as of September 6, 2024. The declarations and payments of the quarterly cash dividends were subject to the approval of the Board at its sole discretion and in compliance with applicable laws and regulations.

In October 2023, the Board authorized the purchase of up to $250million of our Class A Common Stock pursuant to a share repurchase program. During the quarter ended September 30, 2024, we purchased 824,149shares for approximately$35 million. During the nine months ended September 30, 2024, we purchased 1,591,952shares for approximately $68million.

We routinely evaluate the useful life attributed to our assets. During the third quarter ended September 30, 2024, we determined that the useful lives of certain transportation equipment should be increased to 20years based on historical experience related to the use of this equipment and our expectation of its future usability. In addition, we changed the estimated salvage values of the transportation equipment to reflect current expectations at the end of the revised useful life. We accounted for these items as changes in estimate that were applied prospectively, effective as of July 1, 2024.These changes in estimate resulted in a reduction of depreciation expense of $5.0million, an increase to net income of $3.8million and an increase in both basic and diluted earnings per share of $0.06, during the three months ended September 30, 2024.

Due to presentation changes made in our condensed consolidated balance sheets and condensed consolidated statement of shareholders' equity, certain prior year amounts have been reclassified to conform with the current year presentation.

7

NOTE 2. Earnings Per Share

The following is a reconciliation of our earnings per share (in thousands, except for per share data):

Three Months Ended September 30,

Nine Months Ended September 30,

2024

2023

2024

2023

Net income

$

23,603

$

30,459

$

79,671

$

138,743

Weighted average shares outstanding - basic

60,374

62,278

60,803

63,816

Dilutive effect of restricted stock

575

708

438

600

Weighted average shares outstanding - diluted

60,949

62,986

61,241

64,416

Earnings per share - basic

$

0.39

$

0.49

$

1.31

$

2.17

Earnings per share - diluted

$

0.39

$

0.48

$

1.30

$

2.15

NOTE 3. 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 $257.2million. $260.9million was paid in cash in December 2023 while $3.7million was received from the seller in the second quarter of 2024 as part of the post-closing true-up of net working capital. The financial results of FAFM, since the date of acquisition, are included in our Logistics segment.

The final mile acquisition 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 350carriers throughout the country.

The initial accounting for the final mile acquisition 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. The amounts recorded in the condensed consolidated financial statements related to the final mile acquisition are preliminary pending finalization of the fair market value analyses, 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

$

28,086

Prepaid expenses and other current assets

2,305

Property and equipment

2,488

Right-of-use assets - operating leases

15,258

Other intangibles

94,700

Goodwill

142,770

Other assets

173

Total assets acquired

$

285,780

Accounts payable trade

$

155

Accounts payable other

2,298

Accrued payroll

1,271

Accrued other

9,563

Lease liability - operating leases short-term

5,697

Other long-term liabilities

19

Lease liability - operating leases long-term

9,560

Total liabilities assumed

$

28,563

Total consideration, net

$

257,217

Cash paid, net

$

257,217

8

The final mile 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 condensed 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 final mile 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 15years.

The components of "Other intangibles" listed in the table above as of the acquisition date are preliminary and are pending finalization of the fair market valuations of the acquired intangibles. Amounts for these components are as follows (in thousands):

Estimated

Accumulated

Balance at

Useful

Amount

Amortization

September 30, 2024

Life

Customer relationships

$

92,500

$

5,633

$

86,867

13years

Developed technology

$

1,200

$

475

$

725

2years

Independent service provider network

$

1,000

$

792

$

208

1year

The above intangible assets are amortized using the straight-line method. Amortization expense related to this acquisition was $2.2million and $6.5million for the three months and nine months ended September 30, 2024, respectively. The intangible assets have a remaining weighted average useful life of approximately 12.05years.

Amortization expense related to FAFM for the next five years is expected to be as follows (in thousands):

Total

2024 (Remainder of year)

$

2,137

2025

7,690

2026

7,115

2027

7,115

2028

7,115

FAFM's actual results are included in our condensed consolidated financial statements since the acquisition date of December 20, 2023. The following unaudited pro forma condensed consolidated results of operations present the effects of FAFM as though it had been acquired as of January 1, 2023 (in thousands, except for per share amounts):

Three Months Ended

Nine Months Ended

September 30, 2023

September 30, 2023

Revenue

$

1,097,306

$

3,427,950

Net income

$

30,863

$

139,629

Earnings per share

Basic

$

0.50

$

2.19

Diluted

$

0.49

$

2.17

The unaudited pro forma condensed consolidated results for the periods above 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 combined results. The unaudited pro forma condensed consolidated results are not necessarily indicative of what our condensed consolidated results of operations actually would have been had we completed the final mile acquisition as of January 1, 2023.

9

NOTE 4. Segment Reporting

We have tworeportable segments: Intermodal and Transportation Solutions ("ITS") and Logistics which are based primarily on the services each segment provides. 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.

Intermodal and Transportation Solutions. Our ITS 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 (referred to as "drayage") as well as high service local and regional trucking transportation using equipment dedicated to their needs. We arrange for the movement of our customers' freight in one of our approximately 50,000containers. 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 September 30, 2024, our trucking transportation operation consisted of approximately 2,100tractors, 3,000employee drivers and 4,300trailers. We also contract for services with approximately 400independent owner-operators.

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. These services include a full range of trucking transportation services, including dry van, expedited, less-than-truckload, refrigerated and flatbed, all of which is provided by third party carriers with whom we contract. We also 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.

The following tables summarize our financial and operating data by segment (in thousands):

Three Months Ended

Nine Months Ended

Operating Revenue

September 30,

September 30,

2024

2023

2024

2023

Intermodal and Transportation Solutions

$

559,968

$

595,308

$

1,673,034

$

1,919,189

Logistics

460,847

460,309

1,400,159

1,382,999

Inter-segment eliminations

(33,923

)

(30,782

)

(100,313

)

(84,626

)

Total operating revenue

$

986,892

$

1,024,835

$

2,972,880

$

3,217,562

Three Months Ended

Nine Months Ended

Operating Income

September 30,

September 30,

2024

2023

2024

2023

Intermodal and Transportation Solutions

$

13,516

$

13,484

$

40,186

$

94,639

Logistics

18,583

29,071

68,580

88,190

Total operating income

$

32,099

$

42,555

$

108,766

$

182,829

Three Months Ended

Nine Months Ended

Depreciation and Amortization

September 30,

September 30,

2024

2023

2024

2023

Intermodal and Transportation Solutions

$

21,249

$

27,493

$

75,568

$

81,751

Logistics

11,137

8,572

32,921

25,148

Total depreciation and amortization

$

32,386

$

36,065

$

108,489

$

106,899

Separate balance sheets are not presented by segment to our Chief Operating Decision Maker ("CODM"). Our CODM uses consolidated asset information to make capital decisions.

10

NOTE 5. Fair Value Measurement

The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximated fair value as of September 30, 2024 and December 31, 2023. As of September 30, 2024, the fair value of our fixed-rate borrowings was $2.5million more than the historical carrying value of $287.1million. As of December 31, 2023, the fair value of our fixed-rate borrowings was $1.4million less than the historical carrying value of $350.7million. The fair value of the fixed-rate borrowings was estimated using an income approach based on current interest rates available to us 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 September 30, 2024 and December 31, 2023, 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 $21.3million and $20.8million as of September 30, 2024 and December 31, 2023, respectively, of mutual funds which are reported at fair value. These investments relate to our non-qualified deferred compensation plan and insurance deposits.

Our assets and liabilities measured at fair value are based on valuation techniques that 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, which are observable either directly or indirectly (Level 2), or unobservable inputs (Level 3). Cash and cash equivalents, mutual funds, accounts receivable and accounts payable 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.

NOTE 6. Long-Term Debt and Financing Arrangements

In February 2022, we entered into a five-year, $350million 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 100.0to 175.0basis points per annum. The specified margin for base rate loans varies from 0.0to 75.0basis points per annum. Hub must also pay (1) a commitment fee ranging from 10.0to 25.0basis points per annum (based upon the Total Net Leverage Ratio) on the aggregate unused commitments and (2) a letter of credit fee ranging from 100.0to175.0basis points per annum (based upon the Total Net Leverage Ratio) on the undrawn amount of letters of credit.

We have standby letters of credit that expire in 2025. As of September 30, 2024, and December 31, 2023, our letters of credit totaled $0.8million and $0.9million, respectively.

As of September 30, 2024 and December 31, 2023, we had noborrowings under the Credit Agreement and our unused and available borrowings were $349.2million and $349.1million, respectively. We were in compliance with our debt covenants as of September 30, 2024 and December 31, 2023.

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.

11

Our outstanding Notes are as follows (in thousands):

September 30,

December 31,

2024

2023

Interim funding for equipment received and expected to be converted to an equipment note in a subsequent period; interest paid at a variable rate

$

-

$

3,265

Secured Equipment Notes due on various dates in 2029commencing on various dates in 2024; interest is paid monthlyat a fixed annual rate between 5.11% and 6.24%

19,402

-

Secured Equipment Notes due on various dates in2028commencing on various dates in 2023; interest is paid monthlyat a fixed annual rate between 5.21% and 6.32%

90,168

105,744

Secured Equipment Notes due on various dates in 2027commencing on various dates in 2022and 2023; interest is paid monthlyat a fixed annual rate between 2.07% and 6.45%

118,196

147,192

Secured Equipment Notes due on various dates in 2026commencing on various dates in 2021; interest is paid monthlyat a fixed annual rate between 1.48% and 2.41%

42,178

55,797

Secured Equipment Notes due on various dates in 2025commencing on various dates in 2020; interest is paid monthlyat a fixed annual rate between 1.51% and 1.80%

16,523

30,930

Secured Equipment Notes due on various dates in 2024commencing on various dates in 2017, 2019and 2020; interest is paid monthlyat a fixed annual rate between 2.50% and 3.59%

623

7,754

Total debt

287,090

350,682

Less current portion of long-term debt

(99,850

)

(105,108

)

Total long-term debt

$

187,240

$

245,574

NOTE 7. Legal Matters

We are 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 our 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 our financial position, operating results or cash flows for any particular period.

NOTE 8. Subsequent Event

In October 2024, we entered into an investment agreement with Corporación Interamericana de Logística, S.A. de C.V. and certain associated entities (commonly known as "EASO"), a family-led, intermodal and trucking logistics provider headquartered in Mexico City to acquire a controlling interest in EASO. We funded the closing consideration of $51.0million with cash on hand in exchange for a 51% equity stake in EASO.

EASO specializes in intermodal, dedicated trucking, truckload and freight brokerage services. Through a network of terminals across Mexico, EASO serves the entire Mexican domestic market and main logistics hubs in the U.S. using its intermodal cross-border network.

EASO is the largest intermodal carrier in Mexico and will enable us to add significant scale to our intermodal and transportation solutions business. With a substantial increase in cross-border trade activity from nearshoring, this partnership improves our ability to provide a cross-border service offering and provides increased intermodal conversion opportunities.

12

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Statements in this section and other parts of this Quarterly Report on Form 10-Q that are not historical facts are forward-looking statements, provided pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that might cause our actual performance to differ materially from those expressed or implied by this discussion and, therefore, should be viewed with caution. Further information on the risks that may affect our business is included in filings it makes with the SEC from time to time, including those discussed under the "Risk Factors" section in the 2023 10-K and subsequent filings. We assume no obligation to update any such forward-looking statements.

EXECUTIVE SUMMARY

We are a leading supply chain solutions provider in North America that offers comprehensive transportation and logistics management services focused on reliability, visibility and value for our customers. Our service offerings include a full range of freight transportation and logistics services, some of which are provided by assets we own and operate, and some of which are provided by third parties with whom we contract. Our services include intermodal, truckload, less-than-truckload, flatbed, temperature-controlled, dedicated and regional trucking. Other services include full outsource logistics solutions, transportation management services, freight consolidation, warehousing and fulfillment, final mile delivery, parcel and international services.

We service a large and diversified customer base in a broad range of industries, including retail, consumer products and durable goods. We believe our strategy to offer multi-modal supply chain management solutions serves to strengthen and deepen our relationships with our customers and allows us to provide a more cost effective and higher service solution.

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 the first nine months of 2024, approximately 73% 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. 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 September 30, 2024, our trucking transportation operation consisted of approximately 2,100 tractors, 3,000 employee drivers and 4,300 trailers. We also contract for services with approximately 400 independent owner-operators. These assets and contractual services are used to support drayage for our intermodal service offering and to serve our customers who require high service local and regional trucking transportation using equipment dedicated to their needs. Our dedicated service operation offers fleets of equipment and drivers to each customer on a contract basis, as well as the management and infrastructure to operate according to the customer's high service expectations.

Logistics. Our Logistics segment offers a wide range of non-asset-based 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 7 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.

On December 20, 2023, we acquired 100% of the equity interest of Forward Air Final Mile ("FAFM"). Total consideration for the transaction was $257.2 million. $260.9 million was paid in cash in December 2023 while $3.7 million was received from the seller in the second quarter of 2024 as part of the post-closing true-up of net working capital.

13

We are focused on several margin enhancement projects including network optimization, matching of inbound and outbound loads, reducing empty miles, improving our recovery of accessorial costs, increasing our driver and asset utilization, reducing repositioning costs, providing holistic solutions and improving low profit freight. Hub's top 50 customers represent approximately 71% of revenue for the nine months ended September 30, 2024, while one customer accounted for more than 10% of our revenue in both segments for both the nine months ended September 30, 2024 and 2023. We use various performance indicators to manage our business. We closely monitor operating cash flow, profit levels for our top customers, daily sales outstanding by customer account and vendor cost changes. On-time performance, customer service, cost per load and vendor service levels are also monitored closely.

The following table includes the one customer that represented 10% or more of our revenue by segment for the nine months ending September 30, 2024 and 2023, respectively:

Nine Months Ended

Customer A

September 30,

2024

2023

ITS

19%

14%

Logistics

16%

11%

Total operating revenue

18%

13%

Uncertainties and risks to our outlook include inflation, increased healthcare costs, a slowdown in consumer spending (driven by, among other factors, inflation, increases in interest rates, an economic recession and geopolitical concerns), a shift by consumers to spending on services at the expense of goods, an increase of retailers' inventory levels, the ability of customers to pay our accounts receivable, elevated levels of transportation supply in the marketplace, aggressive pricing actions by our competitors and any inability to pass cost increases, such as transportation and warehouse costs, through to our customers, all of which could have a materially negative impact on our revenue, profitability and cash flow. Exiting of truckload capacity, retail inventory levels declining leading to restocking demand, a return of typical shipping peak season demands and a stronger used tractor market could have a materially positive impact on our revenue, profitability and cash flows.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023

The following table summarizes our operating revenue by segment (in thousands):

Three Months Ended

Operating Revenue

September 30,

2024

2023

Intermodal and Transportation Solutions

$

559,968

$

595,308

Logistics

460,847

460,309

Inter-segment eliminations

(33,923

)

(30,782

)

Total operating revenue

$

986,892

$

1,024,835

The following table summarizes our operating income by segment (in thousands):

Three Months Ended

Operating Income

September 30,

2024

2023

Intermodal and Transportation Solutions

$

13,516

$

13,484

Logistics

18,583

29,071

Total operating income

$

32,099

$

42,555

Total consolidated operating revenue decreased 4% to $987 million in 2024 from $1,025 million in 2023.

Intermodal and Transportation Solutions ("ITS") revenue decreased 6% to $560 million primarily due to a 17% decline in intermodal revenue per load mainly due to lower prices, fuel prices, accessorial revenue and mix, partially offset by a 12% increase in intermodal volume and a 2% increase in dedicated revenues due to growth with existing and new customers.

ITS operating income remained consistent at approximately $14 million in both 2024 and in 2023 and was 2% of revenue in both years. ITS experienced lower drayage costs, rail expenses and equipment costs, which were partially offset by lower revenue per load in intermodal. In third quarter of 2024, we decreased the portion of drayage handled on our own fleet to 71% as compared to 78% in the prior year. ITS operating income included approximately $1 million of transaction-related costs associated with the EASO investment agreement.

14

Logistics revenue remained consistent at approximately $461 million in both 2024 and 2023. Logistics experienced higher revenue due to the final mile acquisition, partially offset by lower revenue per load in our brokerage service line. Brokerage volume remained flat compared to the prior year. Operating income was 4% of revenue in 2024 as compared to 6% of revenue in 2023.

Logistics operating income was $19 million as compared to $29 million last year, as brokerage yields were lower than the prior year and we incurred approximately $8 million of incremental costs related to our network alignment initiative within consolidation and fulfillment.

The following is a summary of operating results and certain items in the condensed consolidated statements of income as a percentage of revenue (in thousands):

Three Months Ended

September 30,

2024

2023

Operating revenue

$

986,892

100.0%

$

1,024,835

100.0%

Operating expenses:

Purchased transportation and warehousing

739,995

75.0%

772,650

75.4%

Salaries and benefits

142,948

14.5%

138,503

13.5%

Depreciation and amortization

32,386

3.3%

36,065

3.5%

Insurance and claims

10,217

1.0%

11,681

1.1%

General and administrative

29,674

3.0%

24,146

2.4%

Gain on sale of assets, net

(427

)

-0.1%

(765

)

-0.1%

Total operating expenses

954,793

96.7%

982,280

95.8%

Operating income

$

32,099

3.3%

$

42,555

4.2%

Other income (expense):

Interest expense

(3,582

)

-0.3%

(3,537

)

-0.4%

Interest income

2,249

0.2%

2,838

0.3%

Other, net

(23

)

0.0%

(188

)

0.0%

Total other expense, net

(1,356

)

-0.1%

(887

)

-0.1%

Income before provision for income taxes

30,743

3.2%

41,668

4.1%

Provision for income taxes

7,140

0.7%

11,209

1.1%

Net income

$

23,603

2.5%

$

30,459

3.0%

Purchased Transportation and Warehousing

Purchased transportation and warehousing costs decreased 4% to $740 million in 2024 from $773 million in 2023.

Purchased transportation and warehousing costs declined as compared to prior year due to reductions in external third-party carrier costs and lower accessorial costs, partially offset by network alignment costs.

Salaries and Benefits

Salaries and benefits increased to $143 million in 2024 from $139 million in 2023. As a percentage of revenue, salaries and benefits increased to 14.5% in 2024 from 13.5% in 2023.

While an increase of $9 million was primarily due to the final mile acquisition on December 20, 2023, this increase was partially offset by decreases in driver costs of $5 million resulting from lower driver headcount.

Headcount, which includes drivers, warehouse personnel and office employees, was 5,900, which includes 572 employees of final mile, as of September 30, 2024 and 5,600 as of September 30, 2023, respectively. The increase in headcount of office and warehouse employees was primarily due to the final mile acquisition, partially offset by a decrease in the number of drivers.

15

Depreciation and Amortization

Depreciation and amortization expense decreased to $32 million in 2024 from $36 million in 2023. This decrease was primarily related to decreased container depreciation expense resulting from changes made in the third quarter of 2024 to the estimated useful lives of our containers. This decrease was partially offset by an increase in the amortization of intangibles related to the final mile acquisition. This expense, as a percentage of revenue, decreased to 3.3% in 2024 from 3.5% in 2023. Depreciation expense includes transportation equipment, technology investments, leasehold improvements, warehouse equipment, office equipment and building improvements.

Insurance and Claims

Insurance and claims expense decreased to $10 million in 2024 from $12 million in 2023. This decrease was primarily due to a decrease in auto liability expense related to claim costs. These expenses, as a percentage of revenue, decreased to 1.0% in 2024 from 1.1% in 2023.

General and Administrative

General and administrative expenses increased to $30 million in 2024 from $24 million in 2023. These expenses, as a percentage of revenue, increased to 3.0% in 2024 from 2.4% in 2023.

This increase in general and administrative expenses was primarily due to the final mile acquisition on December 20, 2023, as well as IT software expense and transaction-related costs associated with the EASO investment agreement.

Gain on Sale of Assets, Net

Net gains on the sale of equipment decreased to $0.4 million in 2024 from $0.8 million in 2023. This decrease resulted from both less units sold and a lower average gain per unit sold in 2024 as compared to 2023.

Other Income (Expense)

Other expense, net remained consistent at $1 million in both 2024 and 2023.

Provision for Income Taxes

The provision for income taxes decreased to $7 million in 2024 from $11 million in 2023 due primarily to a decrease in pre-tax income. We provided for income taxes using an effective rate of 23.2% in 2024 and an effective rate of 26.9% in 2023. The third quarter 2024 effective tax rate of 23.2% was lower than the 2023 effective tax rate as our state apportionment was lower is 2024 and there was a valuation allowance recorded for a state tax credit in 2023.

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023

The following table summarizes our operating revenue by segment (in thousands):

Nine Months Ended

Operating Revenue

September 30,

2024

2023

Intermodal and Transportation Solutions

$

1,673,034

$

1,919,189

Logistics

1,400,159

1,382,999

Inter-segment eliminations

(100,313

)

(84,626

)

Total operating revenue

$

2,972,880

$

3,217,562

The following table summarizes our operating income by segment (in thousands):

Nine Months Ended

Operating Income

September 30,

2024

2023

Intermodal and Transportation Solutions

$

40,186

$

94,639

Logistics

68,580

88,190

Total operating income

$

108,766

$

182,829

16

Total consolidated operating revenue decreased 8% to $2,973 million in 2024 from $3,218 million in 2023.

Intermodal and Transportation Solutions ("ITS") revenue decreased 13% to $1,673 million primarily due a 17% decrease in intermodal revenue per load mainly due to lower prices, fuel prices, accessorial revenue and mix, partially offset by a 3% increase in intermodal volume and a 2% increase in dedicated revenues due to growth with existing and new customers.

ITS operating income decreased to $40 million, 2% of revenue, as compared to $95 million, 5% of revenue in the prior year due to lower intermodal revenue per load, partially offset by lower rail costs, lower fuel costs, lower drayage costs and lower equipment costs.

Logistics revenue increased 1% to $1,400 million primarily driven by an increase in final mile driven by the 4thquarter final mile acquisition, partially offset by lower revenue per load in our brokerage service line, lower revenue in managed transportation and consolidation and fulfillment. Brokerage volumes decreased 1% compared to the prior year.

Logistics operating income was 5% of revenue in 2024 as compared to 6% of revenue in 2023. Operating income was $69 million as compared to $88 million last year primarily driven by lower yields in brokerage and we incurred approximately $8 million of incremental costs related to our network alignment initiative within consolidation and fulfillment.

The following is a summary of operating results and certain items in the condensed consolidated statements of income as a percentage of revenue (in thousands):

Nine Months Ended

September 30,

2024

2023

Operating revenue

$

2,972,880

100.0%

$

3,217,562

100.0%

Operating expenses:

Purchased transportation and warehousing

2,207,403

74.3%

2,403,190

74.7%

Salaries and benefits

429,300

14.4%

417,757

13.0%

Depreciation and amortization

108,489

3.6%

106,899

3.3%

Insurance and claims

35,474

1.2%

36,041

1.1%

General and administrative

84,785

2.9%

76,445

2.4%

Gain on sale of assets, net

(1,337

)

-0.1%

(5,599

)

-0.2%

Total operating expenses

2,864,114

96.3%

3,034,733

94.3%

Operating income

$

108,766

3.7%

$

182,829

5.7%

Other income (expense):

Interest expense

(11,170

)

-0.4%

(9,623

)

-0.3%

Interest income

5,450

0.2%

6,302

0.2%

Other, net

(259

)

0.0%

(81

)

0.0%

Total other expense, net

(5,979

)

-0.2%

(3,402

)

-0.1%

Income before provision for income taxes

102,787

3.5%

179,427

5.6%

Provision for income taxes

23,116

0.8%

40,684

1.3%

Net income

$

79,671

2.7%

$

138,743

4.3%

Purchased Transportation and Warehousing

Purchased transportation and warehousing costs decreased 8% to $2,207 million in 2024 from $2,403 million in 2023.

Purchased transportation and warehousing costs declined as compared to prior year due to reductions in external third-party carrier costs and lower accessorial costs, partially offset by network alignment costs.

17

Salaries and Benefits

Salaries and benefits increased to $429 million in 2024 from $418 million in 2023. As a percentage of revenue, salaries and benefits increased to 14.4% in 2024 from 13.0% in 2023.

The increase was due primarily to the final mile acquisition, as well as an increase in incentive compensation expense of $5 million, partially offset by decreases in driver related expenses of $16 million related to lower driver headcount, lower office compensation expense of $7 million and lower restricted stock expense of $2 million.

Depreciation and Amortization

Depreciation and amortization expense increased to $108 million in 2024 from $107 million in 2023. This increase was related primarily to the amortization of intangibles related to the final mile acquisition, as well as increased technology and warehouse equipment depreciation expense. These increases were partially offset by decreased container depreciation expense resulting from changes made in the third quarter of 2024 to the estimated useful lives of our containers. This expense, as a percentage of revenue, increased to 3.6% in 2024 from 3.3% in 2023. Depreciation expense includes transportation equipment, technology investments, leasehold improvements, warehouse equipment, office equipment and building improvements.

Insurance and Claims

Insurance and claims expense decreased to $35 million in 2024 from $36 million in 2023. This decrease was primarily due to less claim expenses related to both auto liability and workers compensation claims in 2024. These expenses, as a percentage of revenue, increased to 1.2% in 2024 from 1.1% in 2023.

General and Administrative

General and administrative expenses increased to $85 million in 2024 from $76 million in 2023. These expenses, as a percentage of revenue, increased to 2.9% in 2024 from 2.4% in 2023.

This expense increase was primarily due to the final mile acquisition on December 20, 2023, as well as transaction-related costs associated with the EASO investment agreement, increases in legal expense and IT software expense. These increases were partially offset by less impairment of right-of-use assets of $2 million and a decrease in bad debt expense.

Gain on Sale of Assets, Net

Net gains on the sale of equipment decreased to $1 million in 2024 from $6 million in 2023. This decrease resulted from both less units sold and a lower average gain per unit sold in 2024 as compared to 2023.

Other Income (Expense)

Other expense, net increased to $6 million in 2024 from $3 million in 2023 due primarily to an increase in interest expense due to higher interest rates on our debt as well as a decrease of $1 million of interest income due to lower average cash balances.

Provision for Income Taxes

The provision for income taxes decreased to $23 million in 2024 from $41 million in 2023 due primarily to a decrease in pre-tax income. We provided for income taxes using an effective rate of 22.5% in 2024 as compared to an effective rate of 22.7% in 2023. The lower effective tax rate in 2024 resulted primarily from lower state apportionment in 2024.

LIQUIDITY AND CAPITAL RESOURCES

Our financing and liquidity strategy is to fund operating cash payments and future dividends through cash received from the provision of services, cash on hand, and to a lesser extent, from cash received from the sale of equipment. As of September 30, 2024, we had $186 million of cash and cash equivalents and $21 million of restricted investments. We generally fund our purchases of transportation equipment through the issuance of secured, fixed rate Equipment Notes. In prior years, we have funded our business acquisitions from cash on hand. Our investment agreement with EASO in October 2024 is consistent with this approach. See Note 8 of the condensed consolidated financial statements for details to this transaction. Payments for our other investing activities, such as the construction of our office buildings and our capitalized technology investments, have been funded by cash on hand or cash flows from operations. Cash used in financing activities including the purchase of treasury stock has been funded by cash from operations or cash on hand. We have not historically used our Credit Facility to fund our operating, investing, or financing cash needs, though it is available to fund future cash requirements as needed. Based on past performance and current expectations, we believe cash on hand and cash received from the provision of services, along with other financing sources, will provide us the necessary capital to fund transactions and achieve our planned growth for the next twelve months and the foreseeable future.

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Cash provided by operating activities for the nine months ended September 30, 2024 was $194 million, which resulted primarily from net income of $80 million plus non-cash charges of $147 million, partially offset by the changes in operating assets and liabilities of $33 million.

Cash provided by operating activities totaled $194 million in 2024 compared to $323 million in 2023. The $129 million decrease in cash flow was primarily due to a decrease in net income of $59 million, a decrease in the change in assets and liabilities of $49 million and a decrease in non-cash charges of $21 million.

Net cash used in investing activities for the nine months ended September 30, 2024 was $30 million which included capital expenditures of $43 million, partially offset by proceeds from the sale of equipment of $10 million and $4 million related to the final mile acquisition. Capital expenditures of $43 million related primarily to tractors of $16 million, technology investments of $15 million, warehouse equipment of $7 million and the remainder for other transportation equipment.

Capital expenditures decreased by approximately $62 million in 2024 as compared to 2023. The 2024 decrease was due primarily to decreases in tractor purchases of $33 million, container purchases of $32 million as well as warehouse equipment and leasehold improvements of $2 million each. These decreases were partially offset by increased technology spend of $4 million.

In 2024, we estimate capital expenditures will range from $45 million to $65 million. Expected purchases include replacement tractors, technology projects and warehouse equipment. We plan to fund these expenditures with a combination of cash and debt.

Net cash used in financing activities for the nine months ended September 30, 2024 was $165 million which includes cash used for repayments of long-term debt of $81 million, the purchase of treasury stock of $68 million, dividends paid of $23 million, cash used for stock tendered for payments of withholding taxes of $9 million and finance lease payments of $2 million, partially offset by proceeds from the issuance of debt of $18 million. Debt incurred in 2024 was used to fund the purchase of transportation equipment.

The $42 million increase in cash used in financing activities for 2024 versus 2023 was primarily due to an increase in dividends paid of $23 million, an increase in cash paid for stock related to employee withholding taxes of $1 million and a decrease in proceeds from the issuance of debt of $67 million, partially offset by a decrease in the purchase of treasury stock of $49 million.

As a result of anticipated unfavorable timing differences, primarily related to depreciation and compensation, we expect our cash paid for income taxes in 2024 to exceed our income tax expense.

See Note 6 of the condensed consolidated financial statements for details related to interest rates and commitment fees.

We have standby letters of credit that expire in 2025. Our letters of credit were $1 million as of both September 30, 2024 and December 31, 2023.

As of September 30, 2024, and December 31, 2023, we had no borrowings under the Credit Agreement. Our unused and available borrowings were $349 million as of both September 30, 2024 and December 31, 2023. We were in compliance with our debt covenants as of September 30, 2024 and December 31, 2023.

We are continually evaluating the possible effects of current economic conditions and reasonable and supportable economic forecasts in operational cash flows, including the risks of declines in the overall freight market and our customers' liquidity and ability to pay. We are monitoring working capital on a daily basis and are in frequent communications with our customers.

We do not have any off-balance sheet transactions, arrangements, obligations (including contingent obligations) or liabilities.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Refer to our 2023 10-K for a complete discussion regarding our critical accounting policies and estimates. As of September 30, 2024, there were no material changes to our critical accounting policies and estimates.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our market risk as of September 30, 2024 from that presented in our 2023 10-K.

Item 4. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures. As of September 30, 2024, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as such term is defined in Exchange Act Rule 13a-15(e)). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2024.

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(b) Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) during the fiscal quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On December 20, 2023, we completed the acquisition of Forward Air Final Mile. We are currently integrating processes, employees, technologies and operations. Management will continue to evaluate our internal controls over financial reporting as we complete our integration.

PART II. Other Information

Item 1. Legal Proceedings

For information regarding legal proceedings, see Note 7 "Legal Matters" to the Condensed Consolidated Financial Statements included in Part I, Item 1. "Financial Statements."

Item 1A. Risk Factors

Investing in shares of our stock involves certain risks, including those identified and described in Part I, Item 1A of our 2023 10-K under the heading "Risk Factors." When any one or more of these risks materialize from time to time, our business and stock price can be materially and adversely affected. There have been no material changes to our risk factors since the 2023 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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"). 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.

During the three months ended September 30, 2024, we purchased 824,149 shares for approximately $35 million under the 2023 Program. During the nine months ended September 30, 2024, we purchased 1,591,952 shares for approximately $68 million under the 2023 Program.

During the three months ended September 30, 2024, we purchased 8,655 shares for approximately $0.4 million related to withholding upon vesting of restricted stock. During the nine months ended September 30, 2024, we purchased 198,959 shares for approximately $9.1 million related to withholding upon vesting of restricted stock.

The table below includes information on a monthly basis regarding shares purchased under the 2023 Program and the number of shares delivered to us to satisfy the mandatory tax withholding requirement upon vesting of restricted stock during the quarter ended September 30, 2024. Shares delivered to us to satisfy the mandatory tax withholding requirement upon vesting of restricted stock do not reduce the repurchase authority under the 2023 Program.

Maximum Value of

Total

Total Number of

Shares that May Yet

Number of

Average

Shares Purchased as

Be Purchased Under

Shares

Price Paid

Part of Publicly

the Program

Purchased

Per Share

Announced Plan

(in 000's)

July 2024

62,204

$

41.89

59,621

$

188,182

August 2024

766,084

$

42.95

764,528

$

155,348

September 2024

4,516

$

47.08

-

$

155,348

Total

832,804

$

42.89

824,149

$

155,348

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None of our directors or officers adopted, modifiedor terminateda Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during our fiscal quarter ended September 30, 2024, as such terms are defined under Item 408(a) of Regulation S-K.

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Item 6. Exhibits INDEX TO EXHIBITS

Number

Exhibit

31.1

Rule 13a-14(a) Certification of Phillip D. Yeager, Chief Executive Officer.

31.2

Rule 13a-14(a) Certification of Kevin W. Beth, Chief Financial Officer.

32.1

Section 1350 Certifications of Phillip D. Yeager and Kevin W. Beth, Chief Executive Officer and Chief Financial Officer, respectively.

101

Interactive data files for this Quarterly Report on Form 10-Q, formatted in Inline XBRL: (i) the Condensed Consolidated Balance Sheets (unaudited); (ii) the Unaudited Condensed Consolidated Statements of Income and Comprehensive Income; (iii) the Unaudited Condensed Consolidated Statements of Stockholders' Equity; (iv) the Unaudited Condensed Consolidated Statements of Cash Flows (unaudited); and (v) the Notes to Unaudited Condensed Consolidated Financial Statements. XBRL Instance Document-the XBRL Instance Document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document.

104

The cover page from this Quarterly Report on Form 10-Q (formatted in Inline XBRL and included in Exhibit 101).

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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HUB GROUP, INC.

DATE:

November 1, 2024

/s/ Kevin W. Beth

Kevin W. Beth

Executive Vice President, Chief Financial

Officer and Treasurer

(Principal Financial Officer)

/s/ Brent M. Rhodes

Brent M. Rhodes

Executive Vice President, Chief

Accounting Officer

(Principal Accounting Officer)

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