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

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

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.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive oﬃcers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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. ☐

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

On April ~~29, 2022,~~28, 2023, the registrant had ~~33,997,814~~32,773,889 outstanding shares of Class A common stock, par value $.01 per share, and ~~662,296~~574,903 outstanding shares of Class B common stock, par value $.01 per share.


	March 31,			December 31,			March 31,			December 31,
	2022			2021			2023			2022
ASSETS	(unaudited)						(unaudited)
CURRENT ASSETS:
Cash and cash equivalents	$	206,896		$	159,784		$	342,570		$	286,642
Accounts receivable trade, net		766,579			701,512			696,789			716,190
Other receivables		3,153			3,022			4,300			3,967
Prepaid taxes		1,657			2,191			9,382			16,987
Prepaid expenses and other current assets		24,378			27,779			19,297			32,914
TOTAL CURRENT ASSETS		1,002,663			894,288			1,072,338			1,056,700

Restricted investments		21,497			24,256			19,187			18,065
Property and equipment, net		689,779			681,451			776,656			783,683
Right-of-use assets - operating leases		44,118			44,036			174,194			102,114
Right-of-use assets - financing leases		2,750			1,252			4,357			1,194
Other intangibles, net		190,252			196,672			190,235			197,386
Goodwill, net		576,847			576,913
Goodwill								629,407			629,402
Other assets		19,228			18,426			21,608			21,537
TOTAL ASSETS	$	2,547,134		$	2,437,294		$	2,887,982		$	2,810,081

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable trade	$	418,509		$	424,923		$	330,260		$	344,751
Accounts payable other		26,674			12,493			12,343			15,563
Accrued payroll		47,521			56,938			28,673			66,669
Accrued other		103,111			82,827			130,909			132,324
Lease liability - operating leases		12,131			11,364			35,248			29,547
Lease liability - financing leases		2,062			1,251			2,375			1,175
Current portion of long term debt		97,571			97,273			97,899			101,741
TOTAL CURRENT LIABILITIES		707,579			687,069			637,707			691,770

Long term debt		174,669			177,479			236,160			240,724
Non-current liabilities		42,183			41,572			47,725			43,505
Lease liability - operating leases		34,194			34,916			145,612			78,557
Lease liability - financing leases		681			0			1,890			-
Deferred taxes		160,857			155,944			159,840			155,923

STOCKHOLDERS' EQUITY:
Preferred stock: $.01 par value; 2,000,000 shares authorized; 0 shares issued or outstanding in 2022 and 2021	0			0
Preferred stock: $.01 par value; 2,000,000 shares authorized; no shares issued or outstanding in 2023 and 2022							-			-
Common stock
Class A: $.01 par value; 97,337,700 shares authorized and 41,224,792 shares issued in 2022 and 2021; 33,988,791 shares outstanding in 2022 and 33,907,734 shares outstanding in 2021		412			412
Class B: $.01 par value; 662,300 shares authorized; 662,296 shares issued and outstanding in 2022 and 2021		7			7
Class A: $.01 par value; 97,337,700 shares authorized; 41,312,185 shares issued in both 2023 and 2022; 32,760,635 shares outstanding in 2023 and 32,646,621 shares outstanding in 2022.								413			413
Class B: $.01 par value; 662,300 shares authorized; 574,903 shares issued and outstanding in both 2023 and 2022.								6			6
Additional paid-in capital		189,168			189,256			206,111			208,165
Purchase price in excess of predecessor basis, net of tax benefit of $10,306		(15,458	)		(15,458	)		(15,458	)		(15,458	)
Retained earnings		1,512,137			1,424,634			1,843,362			1,781,582
Accumulated other comprehensive loss		(187	)		(207	)		(180	)		(214	)
Treasury stock; at cost, 7,236,001 shares in 2022 and 7,317,058 shares in 2021		(259,108	)		(258,330	)
Treasury stock; at cost, 8,551,550 shares in 2023 and 8,665,564 shares in 2022.								(375,206	)		(374,892	)
TOTAL STOCKHOLDERS' EQUITY		1,426,971			1,340,314			1,659,048			1,599,602
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	2,547,134		$	2,437,294		$	2,887,982		$	2,810,081


	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2022			2021			2023			2022

Revenue	$	1,298,123		$	919,553
Transportation costs		1,083,106			810,806
Gross margin		215,017			108,747
Operating revenue							$	1,152,265		$	1,298,123

Costs and expenses:
Operating expenses:
Purchased transportation and warehousing								866,931			995,265
Salaries and benefits		68,926			56,951			137,431			128,739
Depreciation and amortization								35,449			31,289
Insurance and claims								12,683			9,293
General and administrative		20,076			19,243			25,541			23,222
Depreciation and amortization		10,955			8,502
Total costs and expenses		99,957			84,696
Gain on sale of assets, net								(3,975	)		(4,745	)
Total operating expenses								1,074,060			1,183,063

Operating income		115,060			24,051			78,205			115,060

Other income (expense):
Interest expense		(1,698	)		(1,904	)		(2,970	)		(1,703	)
Other income (expense), net		131			(93	)
Interest income								1,377			4
Other, net								38			132
Total other expense, net		(1,567	)		(1,997	)		(1,555	)		(1,567	)

Income before provision for income taxes		113,493			22,054			76,650			113,493

Provision for income taxes		25,990			4,824			14,870			25,990

Net income		87,503			17,230			61,780			87,503

Other comprehensive income:
Foreign currency translation adjustments		20			(10	)		34			20

Total comprehensive income	$	87,523		$	17,220		$	61,814		$	87,523

Basic earnings per common share	$	2.60		$	0.52		$	1.90		$	2.60

Diluted earnings per common share	$	2.58		$	0.51		$	1.88		$	2.58

Basic weighted average number of shares outstanding		33,644			33,419			32,549			33,644
Diluted weighted average number of shares outstanding		33,966			33,775			32,838			33,966


								Purchase Price																								Purchase Price
	Class A & B							of Excess of					Accumulated												Class A & B							of Excess of					Accumulated
	Common Stock				Additional			Predecessor					Other			Treasury									Common Stock				Additional			Predecessor					Other			Treasury
	Shares				Paid-in			Basis, Net			Retained		Comprehensive			Stock									Shares				Paid-in			Basis, Net			Retained		Comprehensive			Stock
	Issued		Amount		Capital			of Tax			Earnings		Income			Shares			Amount			Total			Issued		Amount		Capital			of Tax			Earnings		Income			Shares			Amount			Total
Balance December 31, 2020		41,887,088	$	419	$	186,058		$	(15,458	)	$	1,253,160	$	(191	)		(7,675,084	)	$	(266,065	)	$	1,157,923
Stock withheld for payments of withholding taxes		-		-		-			-			-		-			(65,979	)		(3,759	)		(3,759	)
Issuance of restricted stock awards, net of forfeitures		-		-		(9,170	)		-			-		-			271,307			9,170			-
Share-based compensation expense		-		-		5,117			-			-		-			-			-			5,117
Net income		-		-		-			-			17,230		-			-			-			17,230
Foreign currency translation adjustment		-		-		-			-			-		(10	)		-			-			(10	)
Balance March 31, 2021		41,887,088	$	419	$	182,005		$	(15,458	)	$	1,270,390	$	(201	)		(7,469,756	)	$	(260,654	)	$	1,176,501


Balance December 31, 2021		41,887,088	$	419	$	189,256		$	(15,458	)	$	1,424,634	$	(207	)		(7,317,058	)	$	(258,330	)	$	1,340,314			41,887,088	$	419	$	189,256		$	(15,458	)	$	1,424,634	$	(207	)		(7,317,058	)	$	(258,330	)	$	1,340,314
Stock withheld for payments of withholding taxes		-		-		-			-			-		-			(66,369	)		(5,585	)		(5,585	)
Stock tendered for payments of withholding taxes																										-		-		-			-			-		-			(66,369	)		(5,585	)		(5,585	)
Issuance of restricted stock awards, net of forfeitures		-		-		(4,807	)		-			-		-			147,426			4,807			-			-		-		(4,807	)		-			-		-			147,426			4,807			-
Share-based compensation expense		-		-		4,719			-			-		-			-			-			4,719			-		-		4,719			-			-		-			-			-			4,719
Net income		-		-		-			-			87,503		-			-			-			87,503			-		-		-			-			87,503		-			-			-			87,503
Foreign currency translation adjustment		-		-		-			-			-		20			-			-			20			-		-		-			-			-		20			-			-			20
Balance March 31, 2022		41,887,088	$	419	$	189,168		$	(15,458	)	$	1,512,137	$	(187	)		(7,236,001	)	$	(259,108	)	$	1,426,971			41,887,088	$	419	$	189,168		$	(15,458	)	$	1,512,137	$	(187	)		(7,236,001	)	$	(259,108	)	$	1,426,971


Balance December 31, 2022																										41,887,088	$	419	$	208,165		$	(15,458	)	$	1,781,582	$	(214	)		(8,665,564	)	$	(374,892	)	$	1,599,602
Stock tendered for payments of withholding taxes																										-		-		-			-			-		-			(95,514	)		(7,606	)		(7,606	)
Issuance of restricted stock awards, net of forfeitures																										-		-		(7,292	)		-			-		-			209,528			7,292			-
Share-based compensation expense																										-		-		5,238			-			-		-			-			-			5,238
Net income																										-		-		-			-			61,780		-			-			-			61,780
Foreign currency translation adjustment																										-		-		-			-			-		34			-			-			34
Balance March 31, 2023																										41,887,088	$	419	$	206,111		$	(15,458	)	$	1,843,362	$	(180	)		(8,551,550	)	$	(375,206	)	$	1,659,048


	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2022			2021			2023			2022
Cash flows from operating activities:
Net Income	$	87,503		$	17,230
Net income							$	61,780		$	87,503
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		35,193			32,111			45,810			35,193
Deferred taxes		5,286			4,325			4,901			5,286
Compensation expense related to share-based compensation plans		4,719			5,117			5,238			4,719
Gain on sale of assets		(4,745	)		(1,924	)
Gain on sale of assets, net								(3,975	)		(4,745	)
Changes in operating assets and liabilities, net of acquisition:
Restricted investments		2,759			1,618			(1,122	)		2,759
Accounts receivable, net		(65,288	)		8,389			18,951			(65,288	)
Prepaid taxes		535			350			7,605			535
Prepaid expenses and other current assets		3,403			8,825			13,617			3,403
Other assets		(1,516	)		(189	)		(653	)		(1,516	)
Accounts payable		7,771			36,820			(17,705	)		7,771
Accrued expenses		7,130			18,695			(40,065	)		7,130
Non-current liabilities		(2,540	)		(3,994	)		(5,007	)		(2,540	)
Net cash provided by operating activities		80,210			127,373			89,375			80,210

Cash flows from investing activities:
Proceeds from sale of equipment		6,444			14,933			10,172			6,444
Purchases of property and equipment		(30,927	)		(9,522	)		(26,845	)		(30,927	)
Net cash (used in) provided by investing activities		(24,483	)		5,411
Acquisitions								108			-
Net cash used in investing activities								(16,565	)		(24,483	)

Cash flows from financing activities:
Repayments of long-term debt		(26,024	)		(33,381	)		(29,237	)		(26,024	)
Stock withheld for payments of withholding taxes		(5,585	)		(3,759	)		(7,606	)		(5,585	)
Finance lease payments		(526	)		(772	)		(888	)		(526	)
Proceeds from issuance of debt		23,512			6,894			20,831			23,512
Net cash used in financing activities		(8,623	)		(31,018	)		(16,900	)		(8,623	)


Effect of exchange rate changes on cash and cash equivalents		8			(8	)		18			8

Net increase in cash and cash equivalents		47,112			101,758			55,928			47,112
Cash and cash equivalents beginning of the period		159,784			124,506			286,642			159,784
Cash and cash equivalents end of the period	$	206,896		$	226,264		$	342,570		$	206,896

Supplemental disclosures of cash paid for:
Interest	$	1,870		$	2,005		$	3,320		$	1,870
Income taxes	$	620		$	317		$	1,290		$	620

~~NOTE 2. Acquisition~~

~~Choptank Transport, LLC Acquisition~~

On ~~October 19, 2021, we acquired~~ ~~100% of the equity interests of Choptank Transport, LLC (“Choptank”). Total consideration for the transaction was $127.6~~ ~~million in cash and the settlement of accounts receivable due from Choptank of $0.3~~ ~~million. In connection with the acquisition, we granted approximately $~~22 million of restricted stock to Choptank's owners and senior management team, which is subject to certain vesting conditions. The grants of restricted stock were made pursuant to award agreements and issued under our 2017 Long Term Incentive Plan.

The acquisition of Choptank enhanced our refrigerated trucking transportation solutions offering and complemented our growing fleet of refrigerated intermodal containers. Choptank has developed a proprietary technology platform that we will leverage to enhance our truck brokerage service line.

The initial accounting for the acquisition of Choptank 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. Certain post-closing activities outlined in the acquisition agreement remain incomplete. As a result, the amounts recorded in the consolidated financial statements related to the Choptank acquisition are preliminary and subject to change.

~~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):~~

October 19, 2021

Cash and cash equivalents
$
5,596

Accounts receivable trade

71,482

Prepaid expenses and other current assets

419

Property and equipment

169

Right of use assets - operating leases

922

Goodwill, net

54,487

Other intangibles

60,500

Total assets acquired
$
193,575

Accounts payable trade
$
60,970

Accrued payroll

3,458

Accrued other

359

Lease liability - operating leases short-term

309

Lease liability - operating leases long-term

613

Total liabilities assumed
$
65,709

Total consideration
$
127,866

Cash paid, net
$
122,270

7Reclassifications:

~~The Choptank acquisition was accounted for as a purchase business combination~~Due to presentation changes made in ~~accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded in the accompanying~~our consolidated ~~balance sheet at their estimated fair values as of October 19, 2021~~income statement, certain prior year amounts have been reclassified to conform with the remaining unallocated purchase price recorded as goodwill. The goodwill recognized in the Choptank acquisition was primarily attributable to potential expansion and future development of the acquired business.

~~The following table presents the carrying amount of goodwill (in thousands):~~

Total

Balance at December 31, 2021
$
576,913

Acquisition

(66
)
Balance at March 31, 2022
$
576,847

~~The changes noted as "acquisition" in the above table refer to purchase accounting adjustments related to the Choptank acquisition.~~

~~Tax history and attributes are not inherited in an equity purchase of this kind, however, the goodwill and other intangibles recognized in this purchase will be fully tax deductible over a period of~~ 15 ~~years.~~

~~The components of “Other intangibles” listed in the above table as of the acquisition date are preliminarily estimated as follows (in thousands):~~

Accumulated

Balance at

Estimated Useful

Amount

Amortization

March 31, 2022

Life
Customer relationships
$
36,300

$
1,210

$
35,090

15 years
Carrier network
$
14,400

$
1,800

$
12,600

4 years
Developed technology
$
6,500

$
464

$
6,036

7 years
Trade name
$
3,300

$
1,100

$
2,200

18 months

~~The above intangible assets are amortized using the straight-line method. Amortization expense related to this acquisition for the three months ended March 31, 2022 was $2.3~~ ~~million. The intangible assets have a weighted average useful life of approximately~~ ~~10.63~~ ~~years.~~ ~~Amortization expense related to Choptank for the next five years is as follows (in thousands):~~

Total

Remainder of 2022

$
6,861

2023

7,499

2024

6,949

2025

6,049

2026

3,349

~~The following unaudited pro forma consolidated results of operations present the effects of Choptank as though it had been acquired as of January 1, 2021 (in thousands, except for per share amounts):~~

Three Months Ended

March 31, 2021

Revenue
$
1,013,931

Net income
$
16,538

Earnings per share

Basic
$
0.49

Diluted
$
0.49

The unaudited pro forma consolidated results for the annual periods were prepared using the acquisition method of accounting and are based on the historical financial information of Hub and Choptank. The historical financial information has been adjusted to give effect to the pro forma adjustments that are: (i) directly attributable to the acquisition, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results. The unaudited pro forma consolidated results are not necessarily indicative of what our consolidated results of operations actually would have been had we completed the Choptank acquisition as of January 1, 2021.current year presentation.

NOTE ~~4. Revenue from Contracts with 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.3. Segment Reporting

As ~~part of our profit improvement initiatives,~~ we have ~~focused on realizing efficiencies between~~continued to expand our ~~drayage trucking operation (which supports~~service offerings and diversify our ~~intermodal service)~~business, we have also made changes to the financial information that our CEO, who has been identified as our Chief Operating Decision Maker (CODM), uses to make operating and our dedicated trucking operation, including through the sharing of equipment and drivers, and by leveraging a combined set of driver support services including driver recruiting, asset management and safety functions. Our dedicated and drayage teams are now one combined organization. As a result, beginning incapital decisions. Beginning with the first quarter of ~~2022,~~2023, we ~~reported revenue for these operations under the “Intermodal~~concluded that we had two reportable segments: Intermodal and Transportation ~~Solutions” line of business. We~~Solutions (“ITS”) and Logistics which are based primarily on the services each segment provides. Results for the quarter ended March 31, 2022 have been recast ~~the prior period information~~below to conform with the current ~~year~~period presentation. Our ITS Segment includes our asset-light business lines: intermodal and dedicated trucking. Our Logistics Segment includes our non-asset business lines: managed transportation, truck brokerage, final mile, consolidation, warehousing and fulfillment.

Intermodal and Transportation Solutions. ~~We offer~~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. Our service offering is well positioned to assist our customers in reducing their transportation spend and achieving their carbon emissions objectives. As an intermodal provider, we arrange for the movement of our customers’ freight in containers, typically over long distances of 750 miles or more. We contract with railroads to provide transportation for the long-haul portion of the shipment between rail terminals. Local pickup and delivery services between origin or destination and rail terminals (referred to as “drayage”) are provided by our own trucking operation and third-party local trucking companies.

~~As of March 31, 2022,~~This segment also includes our trucking ~~transportation operation consisted of approximately~~ ~~2,300~~ ~~tractors,~~ ~~2,400~~ ~~employee drivers and~~ ~~4,800~~ ~~trailers. We also contract for services with approximately~~ ~~800~~ ~~independent owner-operators. These assets and contractual services are used to support~~operations which provides drayage ~~transportation~~ for our intermodal service offering and ~~to serve~~serves our customers who require high service local and regional trucking transportation using equipment dedicated to their needs. ~~We offer~~Our dedicated service operation offers fleets of equipment and drivers to ~~these customers,~~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 March 31, 2023, our trucking transportation operation consisted of approximately 2,300 tractors, 3,300 employee drivers and 4,400 trailers. We also contract for services with approximately 650 independent owner-operators. We arrange for the movement of our customers’ freight in one of our approximately 48,000 containers.

~~Truck Brokerage.~~ Logistics~~We operate one of the largest truck brokerage operations in the United States, providing customers with a trucking option for their transportation needs.~~. Our brokerage does not operate any trucks; instead we match customers’ needs with trucking carriers’ capacity to provide the most effective combination of service and price. We have contracts with a substantial base of carriers allowing us to meet the varied needs of our customers. Approximately half of our truck brokerage volume is generated from transactions in which we offer lane-based pricing at a fixed rate for periods of up to one year. The remaining portion of our volume is generated based on shorter term transactional lane-based rates which expire in a short time.

~~We offer~~Logistics segment offers a full range of trucking transportation services, including dry van, expedited, less-than-truckload, refrigerated and ~~flatbed. We substantially increased the size~~flatbed, all of ~~our brokerage service line and increased our refrigerated transportation capabilities through the acquisition of Choptank in October 2021.~~

~~Logistics. Our logistics business~~which is provided by third party carriers with whom we contract. This segment also offers a wide range of logistics services including transportation management, ~~services and technology solutions including~~ shipment optimization, load consolidation, mode selection, carrier management, load planning and execution, warehousing, fulfillment, cross-docking and shipment visibility. We offer multi-modal transportation services including full truckload, less-than-truckload (“LTL”), intermodal, final mile, railcar, small parcel and international transportation.consolidation services. We leverage proprietary technology along with collaborative relationships with third party service providers to deliver cost savings and performance-enhancing supply chain services to our clients. Our transportation management offering also serves as a source of volume for our intermodal and transportation solutions ~~and truck brokerage service lines.~~segment.

Separate balance sheets are not prepared by segment, and as a result, assets are not separately identifiable or presented by segment. Our logistics offering also includes warehousing, cross-docking and consolidation services. Many of the customers for these solutions are consumer goods companies who sell into the retail channel. We do not own or operate any warehouses or cross-docks. We contract with third-party warehouse providers in seven markets across North AmericaCEO uses consolidated asset information to which our customers ship their goods to be stored and consolidated, along with goods from other customers, into full truckload shipments destined to major retailers. These services offer our customers shipment visibility, transportation cost savings, high service and compliance with retailers’ increasingly stringent supply chain requirements.make capital decisions.

The following ~~table summarizes~~tables summarize our ~~disaggregated revenue~~financial and operating data by ~~business line~~segment (in thousands):


	Three Months Ended				Three Months Ended
	March 31,
Operating Revenue					March 31,
	2022		2021		2023			2022
Intermodal and Transportation Solutions	$	773,576	$	575,256	$	709,249		$	776,570
Truck Brokerage		295,605		127,262
Logistics		228,942		217,035		469,141			540,984
Total revenue	$	1,298,123	$	919,553
Inter-segment eliminations						(26,125	)		(19,431	)
Total operating revenue					$	1,152,265		$	1,298,123


	Three Months Ended
Operating Income	March 31,
	2023		2022
Intermodal and Transportation Solutions	$	49,379	$	85,696
Logistics		28,826		29,364
Total operating income	$	78,205	$	115,060


	Three Months Ended
Depreciation and Amortization	March 31,
	2023		2022
Intermodal and Transportation Solutions	$	27,142	$	24,375
Logistics		8,307		6,914
Total depreciation and amortization	$	35,449	$	31,289

Our assets and liabilities measured at fair value are based on valuation techniques which consider prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. These valuation methods are based on either quoted market prices (Level 1) or inputs, other than quoted prices in active markets, that are observable either directly or indirectly (Level 2), or unobservable inputs (Level 3). Cash and cash equivalents, accounts receivable, accounts payable and mutual funds and related liabilities are defined as “Level 1,” while long-term debt is defined as “Level 2” of the fair value hierarchy in the Fair Value Measurements and Disclosures Topic of the Codification.

NOTE 6.5. Long-Term Debt and Financing Arrangements

In February 2022, we entered into a five-year, $350 million unsecured credit agreement (the "Credit Agreement"). Borrowings under the Credit Agreement generally bear interest at a variable rate equal to (i) the secured overnight financing rate (published by the Federal Reserve Bank of New York, “SOFR”), plus a specified margin based on the term of such borrowing, plus a specified margin based upon Hub’s total net leverage ratio (as defined in the Credit Agreement) (the "Total Net Leverage Ratio"), or (ii) the base rate (which is the highest of (a) the administrative agent's prime rate, (b) the federal funds rate plus 0.50% or (c) the sum of 1% and one-month SOFR) plus a specified margin based upon the Total Net Leverage Ratio. The specified margin for SOFR loans varies from 100.0 to 175.0 basis points per annum. The specified margin for base rate loans varies from 0.0 to 75.0 basis points per annum. Hub must also pay (1) a commitment fee ranging from 10.0 to 25.0 basis points per annum (based upon the Total Net Leverage Ratio) on the aggregate unused commitments and (2) a letter of credit fee ranging from 100.0 to 175.0 basis points per annum (based upon the Total Net Leverage Ratio) on the undrawn amount of letters of credit.

We have standby letters of credit that expire in ~~2022~~2023. As of March 31, 2023 and December 31, 2022, our letters of credit were $~~41.3~~43.4 million.

As March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, we had 0no borrowings under the Credit Agreement and our unused and available borrowings were $~~308.7~~306.6 million. We were in compliance with our debt covenants as of March 31, ~~2022~~2023 and December 31, ~~2021.~~2022.

We have entered into various Equipment Notes (“Notes”) for the purchase of tractors, trailers, containers and refrigeration units. The Notes are secured by the underlying equipment financed in the agreements.

Our outstanding Notes are as follows (in thousands):

March 31,

December 31,

2022

2021

Interim funding for equipment received and expected to be converted to an equipment note in subsequent period; interest paid at a variable rate
$
3,046

$
17,186

Secured Equipment Notes due on various dates in 2027 commencing on various dates in 2022; interest is paid monthly at a fixed annual rate between 2.07% and 3.33%

37,070

-

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

90,108

94,766

Secured Equipment Notes due on various dates in 2025 commencing on various dates in 2020 and 2021; interest is paid monthly at a fixed annual rate between 1.51% and 1.80%

59,276

63,308

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

31,008

34,432

Secured Equipment Notes due on various dates in 2023 commencing on various dates from 2016 to 2019; interest is paid monthly at a fixed annual rate between 2.20% and 4.20%

50,593

61,824

Secured Equipment Notes due on various dates in 2022 commencing on various dates from 2015 to 2017; interest is paid monthly at a fixed annual rate of between 2.20% and 2.90%

1,139

3,236

272,240

274,752

Less current portion

(97,571
)

(97,273
)
Total long-term debt
$
174,669

$
177,479


	March 31,			December 31,
	2023			2022

Interim funding for equipment received and expected to be converted to an equipment note in subsequent year; interest paid at a variable rate	$	4,124		$	6,137

Secured Equipment Notes due on various dates in 2028 commencing on various dates in 2023; interest is paid monthly at a fixed annual rate between 5.21% and 5.57%		17,627			-

Secured Equipment Notes due on various dates in 2027 commencing on various dates in 2022 and 2023; interest is paid monthly at a fixed annual rate between 2.07% and 5.82%		173,504			177,295

Secured Equipment Notes due on various dates in 2026 commencing on various dates in 2021; interest is paid monthly at a fixed annual rate between 1.48% and 2.41%		73,257			78,359

Secured Equipment Notes due on various dates in 2025 commencing on various dates in 2020; interest is paid monthly at a fixed annual rate between 1.51% and 1.80%		40,079			43,955

Secured Equipment Notes due on various dates in 2024 commencing on various dates in 2017, 2019 and 2020; interest is paid monthly at a fixed annual rate between 2.50% and 3.59%		17,202			20,751

Secured Equipment Notes due on various dates in 2023 commencing on various dates from 2016 to 2019; interest is paid monthly at a fixed annual rate between 2.20% and 4.10%		8,266			15,968

		334,059			342,465

Less current portion		(97,899	)		(101,741	)
Total long-term debt	$	236,160		$	240,724

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

The information contained in this quarterly report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “hopes,” “believes,” “intends,” “targets,” “estimates,” “anticipates,” “predicts,” “projects,” “potential,” “may,” “could,” “might,” “should,” and variations of these words and similar expressions are intended to identify these forward-looking statements. In particular, information appearing under “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” includes forward-looking statements. Forward-looking statements are neither historical facts nor assurance of future performance. Instead, they are based on our beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Such factors include, but are not limited to, uncertainties caused by adverse economic conditions, including, without limitation, as a result of extraordinary events or circumstances such as the coronavirus (COVID-19) pandemic, and their impact on our customers’ or suppliers' businesses and workforce levels, disruptions of our business and operations, or the operations of our ~~customers.~~customers and suppliers.

Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. All forward-looking statements made by us in this report are based upon information available to us on the date of this report and speak only as of the date in which they are made. Except as required by law, we expressly disclaim any obligations to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements, in addition to those identified in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 (the ~~“2021~~“2022 10-K”) include the following as they may be affected, either individually, or in the aggregate, by the effect of the ongoing COVID-19 pandemic, including any spikes, outbreaks or variants of the virus, as well as any future government actions taken in response to the pandemic, including on our business operations, as well as its impact on general economic and financial market conditions and on our customers, counterparties, employees and third-party service providers:

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 ~~transportation~~ services include intermodal, truckload, less-than-truckload, flatbed, temperature-controlled, dedicated and regional trucking. ~~Our logistics~~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.

As part of our profit improvement initiatives, we have focused on realizing efficiencies between our drayage trucking operation (which supports our intermodal service) and our dedicated trucking operation, including through the sharing of equipment and drivers, and by leveraging a combined set of driver support services including driver recruiting, asset management and safety functions. Our dedicated and drayage teams are now one combined organization. As a result, beginningBeginning in first quarter ~~of 2022,~~2023, we ~~reported revenue for these operations under the “Intermodal~~have two reportable segments - Intermodal and Transportation ~~Solutions” line of business.~~Solutions, and Logistics, which are based primarily on the services each segment provides. Results for the quarter ended March 31, 2022, have been recast to conform with the current period presentation.

~~We provide services in three lines of business.~~ Intermodal and Transportation Solutions. Our ~~intermodal~~Intermodal and ~~transportation solutions line of business~~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 also includes our trucking operations which provides drayage for our intermodal service offering and serves 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. We arrange for the movement of our customers’ freight in one of our approximately ~~44,000~~48,000 containers. We contract with railroads to provide transportation for the long-haul portion of the shipment between rail terminals. Local pickup and delivery services (referred to as “drayage”) between origin or destination and rail terminals are provided by our own trucking operations and third-parties with whom we contract. As of March 31, ~~2022,~~2023, our trucking transportation operation consisted of approximately 2,300 tractors, ~~2,400~~3,300 employee drivers and ~~4,800~~4,400 trailers. We also contract for services with approximately ~~800~~650 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 ~~truck brokerage operation~~Logistics segment offers a full range of trucking transportation ~~on a non-asset basis, as we match customers’ shipping needs with trucking carriers’ capacity to provide the most effective combination of service and price. Our~~ services, ~~include~~including dry van, expedited, less-than-truckload, refrigerated and ~~flatbed. We substantially increased the size~~flatbed, all of our brokerage service line, and increased our refrigerated transportation capabilities, through the acquisition of Choptank Transport, LLC (“Choptank”) in October 2021. Approximately half of our truck brokerage volumewhich is ~~generated from committed pricing transactions,~~provided by third party carriers with ~~the remainder consisting of loads that are priced on a transactional basis.~~

~~Our logistics business~~whom we contract. This segment also offers a wide range of logistics services including transportation ~~and logistics~~ management, ~~services and technology solutions including~~ shipment optimization, load consolidation, mode selection, carrier management, load planning and execution, warehousing, fulfillment, cross-docking and ~~shipment visibility. We offer multi-modal transportation services including full truckload, less-than-truckload, intermodal, final mile, railcar, small parcel~~consolidation services. Many of the customers for these solutions are consumer goods companies who sell into the retail channel. Our business operates or has access to approximately 9.5 million square feet of warehousing and international transportation. All of our services are provided on a non-asset basis, as underlying transportation or warehousing services are provided by other of Hub’s business lines or by third parties.

~~In 2021 and in the first quarter of 2022, we experienced favorable market conditions for our services. Demand for our services continued~~cross-dock space across North America, to ~~show strength, as North American consumer spending, particularly on the types of goods that~~which our customers ship their goods to be stored and distributed to destinations including residences, retail stores and other commercial locations. These services offer ~~remained robust. Retail inventory levels remain near historically low levels, indicating a need by~~ our customers ~~to move goods as they restock their distribution centers~~shipment visibility, transportation cost savings, high service and stores. The response to the COVID-19 pandemic caused many changes in consumer behavior, including a propensity for consumers to shift spending from services toward goods, and also to increase spending on household goods.compliance with retailers’ increasingly stringent supply chain requirements

Available transportation capacity in North America continues to be constrained by high levels of demand, shortages of available drivers, and challenges with the production of new tractors and other equipment. These factors resulted in strong demand forIn August 2022, we acquired TAGG Logistics, LLC which enhanced our ~~transportation capacity in 2021 and~~presence in the ~~first quarter of 2022, as well as rising prices for~~consolidation and fulfillment space and added a complementary e-commerce offering to serve our ~~services~~customers' multimodal transportation and ~~those of~~logistics needs. The acquisition added scale to our ~~competitors.~~logistics segment.

We expect these conditions to continue throughout 2022. In order to meet customer demand, we have taken several important actions. We are increasing our capacity to handle additional volume by ordering approximately 6,500 new containers, substantially all of which we expect will be delivered in 2022. Included in this order is a significant expansion of our refrigerated intermodal container fleet, as we believe there is a large opportunity to sell this expanded service to our existing customer base.

We are working on several ~~margin~~yield 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 63% of revenue for the three months ended March 31, ~~2022~~2023, while one customer accounted for more than 10% of our quarterly revenue in ~~2022.~~2023. We use various performance indicators to manage our business. We closely monitor ~~margin and gains and losses~~profit levels for our top 50 customers. We also evaluate on-time performance, customer service, cost per load and daily sales outstanding by customer account. Vendor cost changes and vendor service ~~issues~~levels are also monitored closely.

Uncertainties and risks to our outlook include the following: inflation, a slowdown in consumer spending (driven by, among other factors, rising inflation, rapid increases in gasoline prices, recession, increases in interest rates, and geopolitical concerns), a shift by consumers to spending on services at the expense of goods, an increase of retailers' inventory levels, a significant increase in transportation supply in the marketplace, aggressive pricing actions by our ~~competitors;~~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 in ~~the remainder of 2022.~~2023.

Three Months Ended March 31, ~~2022~~2023 Compared to the Three Months Ended March 31, ~~2021~~2022

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

Total consolidated operating revenue decreased 11% to $1,152 million in 2023 from $1,298 million in 2022.

Intermodal and Transportation Solutions (“ITS”) revenue decreased 9% to $709 million primarily due to a 12% decrease in intermodal volume, partially offset by a 3% increase in intermodal revenue per load (price, fuel, and mix) and a 5% increase in dedicated revenue resulting from growth of existing customers. ITS operating income decreased to $49 million, 7% of revenue, as compared to $86 million, 11% of revenue, in the prior year due to lower volume, higher equipment costs and lower surcharges. These headwinds were partially offset by lower drayage costs as we increased the portion of drayage handled on our own fleet to 74% in first quarter 2023 as compared to 58% in the prior year, as well as an improvement in profitability at our Dedicated service line.

Logistics revenue decreased 13%to $469 million primarily due to lower revenue per load in our brokerage business line and lower managed transportation business line revenue, partially offset by revenue from TAGG. First quarter operating income was 6% of revenue as compared to 5% last year. Operating income was unchanged at $29 million, as lower revenue was offset by lower purchased transportation costs and our yield management initiatives.

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

Revenue increased 41% to $1,298 million in 2022 from $920 million in 2021. Intermodal and Transportation Solutions (“ITS”) revenue increased 35% to $774 million primarily due to a 35% increase in intermodal revenue per load (price, fuel, and mix) and a 4% increase in intermodal volume. Truck brokerage revenue increased 132% to $296 million primarily due to the acquisition of Choptank as well as growth in the existing operations resulting from a 33% increase in revenue per load. Logistics revenue increased 6%to $229 million primarily due to growth of our final mile and consolidation services and the contribution of new customers in our managed transportation operation, partially offset by the impact of lost customers.

Transportation costs increased 34% to $1,083 million in 2022 from $811 million in 2021. Transportation costs in 2022 consisted of purchased transportation costs of $903 million and equipment and driver related costs of $180 million. In 2021, purchased transportation costs were $648 million and equipment and driver related costs were $163 million. The 40% increase in purchased transportation costs was primarily due to increased business activity, higher rail costs, increased fuel costs, higher third-party carrier costs and increased repositioning costs. Equipment and driver related costs increased 10% in 2022 primarily due to higher driver wages and increased equipment depreciation expense, partially offset by decreased repairs and maintenance expense and decreased usage of our internal drayage resources to 49% of total drayage moves in 2022 from 53% in 2021.

Gross margin increased 98% to $215 million in 2022 from $109 million in 2021. As a percentage of revenue, gross margin increased to 16.6% in 2022 from 11.8% in 2021. The $106 million gross margin increase was the result of increases in all lines of business. ITS gross margin increased primarily due to growth in revenue, partially offset by increased purchased transportation costs. ITS gross margin as a percentage of revenue increased 790 basis points. Truck brokerage gross margin increased primarily due to growth in revenue, partially offset by the impact of higher purchased transportation costs. Truck brokerage gross margin as a percentage of sales decreased 360 basis points. Logistics gross margin increased primarily due to growth with existing customers, new business onboardings and yield management initiatives, partially offset by higher warehousing and transportation costs. Logistics gross margin as a percentage of sales increased 230 basis points.

Purchased transportation and warehousing costs decreased 13% to $867 million in 2023 from $995 million in 2022.

Purchased transportation and warehousing costs declined as compared to prior year due to lower volumes, reductions in third party carrier costs per load and decreased use of third-party carriers for drayage in ITS, partially offset by higher equipment and rail costs in ITS.

Salaries and benefits increased to ~~$69~~$137 million in ~~2022~~2023 from ~~$57~~$129 million in ~~2021.~~2022. As a percentage of revenue, salaries and benefits ~~decreased~~increased to ~~5.3%~~11.9% in ~~2022~~2023 from ~~6.2%~~9.9% in ~~2021.~~2022.

The salaries and benefits increase of ~~$12~~$8 million was primarily due to ~~the addition~~$28 million of ~~Choptank, as well as increases in incentive compensation~~incremental expense related to growth of ~~$4 million, commissions expense of $1 million~~our driver and warehouse employee ~~benefit expense of $1 million,~~headcount, partially offset by ~~decreases~~a $19 million reduction in ~~restricted stock expense of $2 million~~office employee compensation due to lower headcount and ~~salaries expense of $1 million.~~lower incentive compensation expense.

Headcount, which includes drivers, warehouse personnel and office employees, was 6,084 and 4,784 as of March 31, 2023 and 2022, ~~and 2021 was 2,277 and 1,958, respectively, which excludes drivers, the costs for which are included in transportation costs.~~respectively. The increase in headcount isrelated primarily to drivers as we have expanded the portion of drayage coverage handled by our own fleet, as well as the acquisition of TAGG, which added 669 warehouse employees.

Depreciation and amortization expense increased to $35 million in 2023 from $31 million in 2022. This increase was related primarily to increased container and tractor depreciation expense as well as the amortization of intangibles related to the acquisition of TAGG. This expense, as a percentage of revenue, increased to 3.1% in 2023 from 2.4% in 2022. Depreciation expense includes transportation equipment, technology investments, leasehold improvements, office equipment and building improvements.

Insurance and claims expense increased to $13 million in 2023 from $9 million in 2022. This increase was related primarily to increased workers compensation costs and auto liability expenses not covered by insurance deductibles which increased due to ~~the addition~~an increase in mileage run on our own trucking fleet. These expenses, as a percentage of ~~Choptank employees.~~revenue, increased to 1.1% in 2023 from 0.7% in 2022.

General and administrative expenses increased to ~~$20~~$26 million in ~~2022~~2023 from ~~$19~~$23 million in ~~2021.~~2022. These expenses, as a percentage of revenue, ~~decreased~~increased to ~~1.6%~~2.2% in ~~2022~~2023 from ~~2.1%~~1.8% in ~~2021.~~2022.

The increase in general and administrative expenses was primarily due to ~~the addition of Choptank, as well as increases in outside sales commissions and travel, meals and entertainment expense. These increases were partially offset by~~ an increase in ~~gains on sale of property~~rent expense, professional services expense and ~~equipment of $3 million.~~

~~Depreciation and amortization~~IT software expense ~~increased to $11 million in 2022 from $9 million in 2021. This increase was related primarily to the amortization of intangibles related~~partially due to the acquisition of ~~Choptank. This expense~~TAGG, partially offset by lower legal expenses.

Net gains on the sale of equipment decreased to $4 million in 2023 from $5 million in 2022. The decrease in net gains resulted from lower average gain per unit sold in 2023 as compared to 2022. These gains, as a percentage of revenue, decreased to ~~0.8%~~0.3% in ~~2022~~2023 from ~~0.9%~~0.4% in ~~2021.~~2022.

Other expense remained consistent at $2 million in both ~~2022~~2023 and in ~~2021.~~2022. Interest expense increased to $3.0 million in 2023 from $2.0 million in 2022. This increase was due primarily to higher interest rates on our debt. Interest income increased to $1 million in 2023 due to higher interest rates on our cash balance.

The provision for income taxes ~~increased~~decreased to $15 million in 2023 from $26 million in ~~2022 from $5 million in 2021.~~2022. We provided for income taxes using an effective rate of ~~22.9%~~19.4% in ~~2022~~2023 and an effective rate of ~~21.9%~~22.9% in ~~2021.~~2022. The ~~2022~~first quarter 2023 effective tax rate ~~was higher~~of 19.4% benefitted primarily ~~due to~~from a ~~decrease~~change in ~~the favorable impact of discrete adjustments on higher pre-tax income.~~state apportionment methodology.

~~Net income increased to $88 million in 2022 from $17 million in 2021 due primarily to increased gross margin, partially offset by higher costs and expenses and a higher provision for income taxes.~~

Our financing and liquidity strategy is to fund operating cash payments 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 March 31, ~~2022,~~2023, we had ~~$207~~$343 million of cash and ~~$21~~$19 million of restricted investments. We generally fund our purchases of transportation equipment through the issuance of secured, fixed rate Equipment Notes. ~~In the last three years, we have funded our business acquisitions from cash on hand.~~ Payments for our other investing activities, ~~such as the construction of our office buildings~~investments in warehousing improvements 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 ~~generally~~ 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. In the last three years, we have funded our business acquisitions from cash on hand, though in the future we may elect to fund these activities through a combination of cash on hand, borrowings on our Credit Facility, or from issuance of secured or unsecured debt. 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.

Cash provided by operating activities for the three months ended March 31, ~~2022~~2023 was ~~$80~~$89 million, which resulted primarily from net income of ~~$88~~$62 million plus non-cash charges of ~~$40~~$52 million, partially offset by changes in operating assets and liabilities of ~~$48~~$25 million.

Cash provided by operating activities totaled $89 million in 2023 compared to $80 million in ~~2022 compared to $127~~2022. The $9 million ~~in 2021. The $47 million decrease~~increase in cash flow was primarily due to increases in ~~accounts receivable~~the change of ~~$74~~assets and liabilities of $23 million and ~~decreases in accounts payable and accrued expenses~~non-cash charges of ~~$41~~$12 million, partially offset by ~~an increase~~a decrease in net income of ~~$70~~$26 million.

Net cash used in investing activities for the three months ended March 31, ~~2022~~2023 was ~~$25~~$17 million which resulted from capital expenditures of ~~$31~~$27 million, partially offset by proceeds from the sale of equipment of $6$10 million. Capital expenditures of ~~$31~~$27 million related primarily to tractors of ~~$12~~$14 million, containers of ~~$11 million, construction spend for our corporate headquarters of $4~~$6 million, technology investments of $4 million and the remainder for leasehold improvements.

Capital expenditures ~~increased~~decreased by approximately ~~$21~~$4 million in ~~2022~~2023 as compared to ~~2021.~~2022. The ~~2022 increase~~2023 decrease was due to ~~increases~~decreases in container purchases of ~~$11 million, tractor purchases of $9~~$6 million and spend on our corporate headquarters of $4 million. These ~~increases~~decreases were partially offset by ~~less~~increased tractor purchases of ~~other transportation equipment~~$3 million, leasehold improvements of $2 million and ~~less~~increased spend for technology investments of $1 million.

In ~~2022,~~2023, we estimate capital expenditures will range from ~~$240~~$140 million to ~~$265~~$150 million. This range is lower than the estimate we disclosed in our 2022 10-K of $170 million to $190 million, as we have reduced our planned purchase of containers in 2023. We expect transportation equipment purchases to range from ~~$210~~$116 million to ~~$225~~$124 million and ~~building~~technology and ~~technology~~other investments will range from ~~$30~~$24 million to ~~$40~~$26 million. We plan to fund these expenditures with a combination of cash and debt.

Net cash used in financing activities for the three months ended March 31, ~~2022~~2023 was $9$17 million which includes repayments of long-term debt of ~~$26~~$29 million, cash for stock tendered for payments of withholding taxes of $6$8 million and finance lease payments of $1 million, partially offset by the proceeds from the issuance of debt of ~~$24~~$21 million. Debt incurred in ~~2022~~2023 was used to fund the purchase of transportation equipment.

The ~~$22~~$8 million ~~decrease~~increase in cash used in financing activities for ~~2022~~2023 versus ~~2021~~2022 was primarily due to the increase in ~~the~~repayments of long-term debt of $3 million, less proceeds from the issuance of debt of ~~$17~~$3 million and ~~decreases in repayments of long-term debt of $7 million, partially offset by~~ an increase in cash paid for stock related to employee withholding taxes of $2 million.

As a result of anticipated favorable timing differences, primarily related to depreciation and compensation, we expect our cash paid for income taxes in ~~2022~~2023 to be less than our income tax expense.

See Note 65 of the consolidated financial statements for details related to interest rates and commitment fees.

We have standby letters of credit that expire in ~~2022.~~2023. As of March 31, 2023 and December 31, 2022, our letters of credit were ~~$41~~$43 million.

At March 31, ~~2022,~~2023, and December 31, ~~2021,~~2022, we had no borrowings under the Credit Agreement and our unused and available borrowings were ~~$309~~$307 million. We were in compliance with our debt covenants as of March 31, ~~2022~~2023 and December 31, ~~2021.~~2022.

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.

There have been no material changes in our market risk as of March 31, ~~2022~~2023 from that presented in our ~~2021~~2022 10-K.

(a) Disclosure Controls and Procedures. As of March 31, ~~2022,~~2023, 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, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, ~~2022.~~2023.

(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 March 31, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On ~~October 19, 2021,~~August 22, 2022, we completed the acquisition of ~~Choptank.~~TAGG. 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.

For information regarding legal proceedings, see Note 76 “Legal Matters” to the Consolidated Financial Statements included in Item 1. “Financial Statements.”

Investing in shares of our stock involves certain risks, including those identified and described in Part I, Item 1A of our ~~2021~~2022 10-K, as well as cautionary statements contained in this Quarterly Report on Form 10-Q, including those under the caption “Forward-Looking Information” in Part I, Item 2 of this Quarterly Report on Form 10-Q and in our other filings with the SEC.

~~On May 28, 2019, our~~In October 2022, the Board ~~of Directors~~ authorized the purchase of up to ~~$100~~$200 million of our Class A Common ~~Stock.~~Stock pursuant to a share repurchase program (the “2022 Program”). Under the ~~program,~~2022 Program, the shares may be repurchased in the open market or in privately negotiated transactions, from time to time subject to market and other conditions. ~~We made no purchases under this authorization during the first quarter of 2022 and 2021.~~ The approved share repurchase program does not obligate us to repurchase any dollar amount or number of shares and the program may be ~~extended,~~ modified, suspended, or discontinued at any time.

We purchased 95,514 shares for $7.6 million during the first quarter of 2023 and 66,369 shares for $5.6 million during the first quarter of 2022 ~~and 65,979 shares for $3.8 million during the first quarter of 2021~~ related to employee withholding upon vesting of restricted stock. The table below gives information on a monthly basis regarding the number of shares delivered to us by employees to satisfy the mandatory tax withholding requirement upon vesting of restricted stock during the first quarter of ~~2022:~~2023. These shares do not reduce the repurchase authority under the 2022 Program.

The exhibits included as part of the Form 10-Q are set forth in the Exhibit Index immediately preceding such Exhibits.

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.


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 $0.01 per share	HUBG	NASDAQ


	Page
PART I. Financial Information: Item1. Financial Statements
Consolidated Balance Sheets – March 31, ~~2022~~2023 (unaudited) and December 31, ~~2021~~2022	3
Unaudited Consolidated Statements of Income and Comprehensive Income – Three Months Ended March 31, ~~2022~~2023 and ~~2021~~2022	4
Unaudited Consolidated Statements of Stockholders’ Equity – Three Months Ended March 31, ~~2022~~2023 and ~~2021~~2022	5
Unaudited Consolidated Statements of Cash Flows – Three Months Ended March 31, ~~2022~~2023 and ~~2021~~2022	6
Notes to Unaudited Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1210
Item 3. Quantitative and Qualitative Disclosures about Market Risk	1816
Item 4. Controls and Procedures	1816
PART II. Other Information	1816
Item 1. Legal Proceedings	1816
Item 1A. Risk Factors	1816
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	1816
Item 6. Exhibits	1917



							Maximum Value of
	Total				Total Number of		Shares that May Yet
	Number of		Average		Shares Purchased as		Be Purchased Under
	Shares		Price Paid		Part of Publicly		the Plan
	Purchased		Per Share		Announced Plan		(in 000’s)
1/1/2022 - 1/31/2022		65,419	$	84.24		-	$	-
2/1/2022 - 2/28/2022		950	$	78.31		-	$	-
3/1/2022 - 3/31/2022		-	$	-		-	$	-
Total		66,369	$	84.16		-	$	75,002



							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 2022 Program
	Purchased		Per Share		Announced Plan		(in 000’s)
January 2023		94,610	$	79.49		-	$	200,000
February 2023		904	$	93.49		-	$	200,000
March 2023		-	$	-		-	$	200,000
Total		95,514	$	79.62		-	$	200,000


Exhibit No.	Description
~~10.1~~	Credit Agreement, dated as of February 24, 2022, among Hub Group, Inc., a Delaware corporation, the Material Subsidiaries from time to time party to the Agreement, as Guarantors, Bank of Montreal, a Canadian chartered bank acting through its Chicago branch, as Administrative Agent, Sustainability Structuring Agent, Swingline Lender and a Letter of Credit Issuer as provided therein, BMO Harris Bank N.A. and Bank of Montreal, each as a Letter of Credit Issuer with respect to Existing Letters of Credit, and the several financial institutions from time to time party to the Agreement, as lenders (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 1, 2022).

~~10.2~~3.1	Amended and Restated By-Laws of Hub Group, Inc. ~~2022 Long-Term Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Proxy Statement dated April 12, 2022).~~, effective as of February 23, 2023

31.1	Certification of ~~David P.~~Phillip D. Yeager, ~~Chairman and~~ Chief Executive Officer, Pursuant to Rule 13a-14(a) under the Securities Exchange Act of ~~1934.~~1934 is attached hereto as Exhibit 31.1.

31.2	Certification of Geoffrey F. DeMartino, Executive Vice President, Chief Financial Officer and Treasurer, Pursuant to Rule 13a-14(a) under the Securities Exchange Act of ~~1934.~~1934 is attached hereto as Exhibit 31.2.

32.1	Certification of ~~David P.~~Phillip D. Yeager and Geoffrey F. DeMartino, Chief Executive Officer and Chief Financial Officer, respectively, Pursuant to 18 U.S.C. Section 1350.
101	Interactive data files for Hub Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2022,~~2023, formatted in Inline XBRL: (i) the Consolidated Balance Sheets (unaudited); (ii) the Unaudited Consolidated Statements of Income and Comprehensive Income; (iii) the Unaudited Consolidated Statements of Stockholders’ Equity; (iv) the Unaudited Consolidated Statements of Cash Flows (unaudited); and (v) the Notes to Unaudited 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 Hub Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2022~~2023 (formatted in Inline XBRL and included in Exhibit 101).


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


	October 19, 2021
Cash and cash equivalents	$	5,596
Accounts receivable trade		71,482
Prepaid expenses and other current assets		419
Property and equipment		169
Right of use assets - operating leases		922
Goodwill, net		54,487
Other intangibles		60,500
Total assets acquired	$	193,575

Accounts payable trade	$	60,970
Accrued payroll		3,458
Accrued other		359
Lease liability - operating leases short-term		309
Lease liability - operating leases long-term		613
Total liabilities assumed	$	65,709

Total consideration	$	127,866

Cash paid, net	$	122,270


	Total
Balance at December 31, 2021	$	576,913
Acquisition		(66	)
Balance at March 31, 2022	$	576,847


			Accumulated		Balance at		Estimated Useful
	Amount		Amortization		March 31, 2022		Life
Customer relationships	$	36,300	$	1,210	$	35,090	15 years
Carrier network	$	14,400	$	1,800	$	12,600	4 years
Developed technology	$	6,500	$	464	$	6,036	7 years
Trade name	$	3,300	$	1,100	$	2,200	18 months


	Total
Remainder of 2022	$	6,861
2023		7,499
2024		6,949
2025		6,049
2026		3,349


	Three Months Ended
	March 31, 2021
Revenue	$	1,013,931
Net income	$	16,538
Earnings per share
Basic	$	0.49
Diluted	$	0.49


	Three Months Ended, March 31,				Three Months Ended, March 31,
	2022		2021		2023		2022

Net income for basic and diluted earnings per share	$	87,503	$	17,230	$	61,780	$	87,503

Weighted average shares outstanding - basic		33,644		33,419		32,549		33,644

Dilutive effect of restricted stock		322		356		289		322

Weighted average shares outstanding - diluted		33,966		33,775		32,838		33,966

Earnings per share - basic	$	2.60	$	0.52	$	1.90	$	2.60

Earnings per share - diluted	$	2.58	$	0.51	$	1.88	$	2.58


		HUB GROUP, INC.

DATE:	May ~~6, 2022~~5, 2023	/s/ Geoffrey F. DeMartino
		Geoffrey F. DeMartino
		Executive Vice President, Chief Financial
		Officer and Treasurer
		(Principal Financial Officer)

		/s/ Kevin W. Beth
		Kevin W. Beth
		Executive Vice President, Chief
		Accounting Officer
		(Principal Accounting Officer)