COVENANT LOGISTICS GROUP, INC. 10-Q

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The condensed consolidated financial statements include the accounts of Covenant Logistics Group, Inc., a Nevada holding company, and its wholly owned subsidiaries. References in this report to "we," "us," "our," the "Company," and similar expressions refer to Covenant Logistics Group, Inc. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. This report contains certain statements that may be considered forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including without limitation: any projections of earnings, revenues, or other financial items; any statement of plans, strategies, and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; and any statements of belief and any statements of assumptions underlying any of the foregoing. In this Form 10-Q, statements relating to future impact of accounting standards, future third-party transportation provider expenses, future tax rates, expenses, and deductions, expected freight demand, capacity, and volumes and trucking industry conditions, potential results of a default and testing of our fixed charge covenant under the Credit Facility or other debt agreements, expected sources, as well as adequacy, of working capital and liquidity (including our mix of debt, finance leases, and operating leases as means of financing revenue equipment), future inflation, future stock repurchases (including any taxes imposed on such repurchases) and dividends, if any, expected capital expenditures, allocations, and requirements, future customer relationships, including the length of contracted periods with our Dedicated segment, future interest expense, future driver market conditions, including driver satisfaction, future use of independent contractors, expected cash flows, future investments in and growth of our reportable segments and services, future margins of our reportable segments, future rates and prices, future depreciation and amortization, future salaries, wages, and related expenses, including driver compensation, expected net fuel costs, strategies for managing fuel costs, the effectiveness and impact of, and cash flows relating to, our fuel surcharge programs, future fluctuations in operations and maintenance expenses, expected effects and mix of our solo and team operations, future fleet size, management, utilization, upgrades, and age, availability and usage of tractors and trailers, the market value of used equipment, the anticipated impact of our investment in TEL, the future impact of our business model, service standards, strategic plan and other strategic initiatives, changes to and deviations from our business model, strategic plan, and other strategic initiatives, anticipated levels of and fluctuations relating to insurance and claims expenses, including the erosion of available limits in our aggregate insurance policies, any future indemnification obligations related to the TFS Settlement, contingent consideration related to our purchase of AAT, LTST and Sims, and the future impact of our acquisition of LTST and Sims, among others, are forward-looking statements. Forward-looking statements may be identified by the use of terms or phrases such as "believe," "may," "could," "would," "will," "expects," "estimates," "projects," "anticipates," "plans," " outlook," "focus," "seek," "potential," "continue," "goal," "target," "objective," "intends," derivations thereof, and similar terms and phrases. Such statements are based on currently available operating, financial, and competitive information. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled "Item 1A. Risk Factors," set forth in our Form 10-K for the year ended December 31, 2023. Readers should review and consider the factors discussed in "Item 1A. Risk Factors," set forth in our Form 10-K for the year ended December 31, 2023, along with various disclosures in our press releases, stockholder reports, and other filings with the Securities and Exchange Commission. All such forward-looking statements speak only as of the date of this Form 10-Q. You are cautioned not to place undue reliance on such forward-looking statements. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in the events, conditions, or circumstances on which any such statement is based. Executive Overview We are pleased to report third quarter earnings of $0.94 per diluted share. Our third quarter’s results include year over year freight revenue growth of 2.1%, operating income growth of 7.2%, and a $36.6 million sequential reduction of our net indebtedness, composed of total debt and finance lease obligations, net of cash, while improving the average age of our fleet by one month. Our core business continues to perform well despite the prolonged general freight market down cycle, as a result of capitalizing on new value-added commercial opportunities where available, allocating equipment investments toward more profitable operations, and controlling costs. Our asset-based segments, consisting of Expedited and Dedicated, contributed approximately 69% of total revenue and 66% of total freight revenue in the quarter. Our combined truckload operations experienced improved year over year margins primarily related to operating 8.0% more average tractors combined with improved freight revenue per total mile, partially offset by a reduction in utilization and higher costs compared to the prior year quarter. Our asset-light segments, consisting of Managed Freight and Warehousing, contributed approximately 31% of total revenue and 34% of total freight revenue in the quarter. Year over year freight revenue and operating income each declined 6.5%, due to the combination of softer volumes of available profitable freight and a large cargo related claim incurred during the third quarter in our Managed Freight reportable segment, which was partially offset by improved cost efficiencies and rate increases in our Warehousing reportable segment. Page 23 Table of Contents Additional items of note for the third quarter of 2024 include the following: ● Total revenue of $287.9 million, a decrease of 0.3% compared with the third quarter of 2023, and freight revenue (which excludes revenue from fuel surcharges) of $258.6 million, an increase of 2.1% compared with the third quarter of 2023; ● Operating income of $16.2 million, compared with $15.1 million in the third quarter of 2023; ● Net income of $13.0 million, or $0.94 per diluted share, compared with $13.5 million, or $0.99 per diluted share, in the third quarter of 2023. Net income from continuing operations of $12.9 million, or $0.93 per diluted share, compared to $13.4 million or $0.98 per diluted share, in the third quarter of 2023. Net income from discontinued operations of $0.2 million, or $0.01 per diluted share, compared to $0.2 million, or $0.01 per diluted share, in the third quarter of 2023; ● Our equity investment in TEL provided $4.0 million of pre-tax earnings in the third quarter of 2024 compared to $5.3 million in the third quarter of 2023; ● We distributed a total of $1.5 million to stockholders through dividends; ● Since December 31, 2023, total indebtedness, comprised of total debt and finance leases, net of cash, decreased by $11.6 million to $236.7 million, primarily due to cash flows from operations exceeding our net capital investment in revenue equipment of $72.9 million and the final post-acquisition earnout payment of $10.0 million related to AAT’s operational performance. With available borrowing capacity of $90.3 million under our Credit Facility at September 30, 2024 we do not expect to be required to test our fixed charge covenant in the foreseeable future; ● Leverage ratio (ending total indebtedness, comprised of debt and finance leases, net of cash, divided by the sum of operating income, depreciation and amortization, gain on disposition of property and equipment, net, and impairment of long lived property and equipment) as of September 30, 2024 was 1.76; ● Stockholders' equity at September 30, 2024, was $431.6 million; ● Tangible book value at September 30, 2024, was $260.1 million; and ● During the third quarter of 2024, we voluntarily transferred the listing of our Class A common stock to the New York Stock Exchange from the NASDAQ Global Select Market. Outlook Although we are pleased with our results for the period, our belief is that the overall general freight market will take time to meaningfully improve. The combination of lingering excess carrier capacity and the lack of an immediate catalyst to improve volumes, feeds our thesis that improvements will be slow and steady. While we are seeing some green shoots in the form of new dedicated business awards and a small number of customer rate increases, these wins have somewhat been offset with softer than anticipated volumes, particularly in our Expedited reportable segment. Additionally, we remind investors that our less volatile operating model, consisting of a large percentage of multi-year contractual agreements, will likely take time to execute and recognize the benefits of operational leverage than our historical model if and when freight demand and pricing improve materially. Regardless of the operating environment, our focus and commitment remains unchanged as we execute our strategic plan through tactical step by step execution that will continue to allow us to capitalize on opportunities that drive us deeper into the supply chain, add value for our customers, and create efficiencies across our enterprise, which we believe will allow us to become a stronger, more profitable, and more predictable business. Page 24 Table of Contents Non-GAAP Reconciliation In addition to operating ratio, we use "adjusted operating ratio" as a key measure of profitability. Adjusted operating ratio is not a substitute for operating ratio measured in accordance with GAAP. There are limitations to using non-GAAP financial measures. Adjusted operating ratio means operating expenses, net of fuel surcharge revenue, excluding amortization of intangibles, and significant unusual items, divided by total revenue, less fuel surcharge revenue. We believe the use of adjusted operating ratio allows us to more effectively compare periods, while excluding the potentially volatile effect of changes in fuel prices, amortization of intangibles, and significant unusual items. Our Board and management focus on our adjusted operating ratio as an indicator of our performance from period to period. We believe our presentation of adjusted operating ratio is useful because it provides investors and securities analysts the same information that we use internally to assess our core operating performance. Although we believe that adjusted operating ratio improves comparability in analyzing our period-to-period performance, it could limit comparability to other companies in our industry, if those companies define adjusted operating ratio differently. Because of these limitations, adjusted operating ratio should not be considered a measure of income generated by our business or discretionary cash available to us to invest in the growth of our business. Management compensates for these limitations by primarily relying on GAAP results and using non-GAAP financial measures on a supplemental basis. Operating Ratio Three Months Ended September 30, Nine Months Ended September 30, GAAP Operating Ratio: 2024 OR % 2023 OR % 2024 OR % 2023 OR % Total revenue $ 287,885 $ 288,721 $ 854,145 $ 829,588 Total operating expenses 271,650 94.4 % 273,580 94.8 % 817,998 95.8 % 785,032 94.6 % Operating income $ 16,235 $ 15,141 $ 36,147 $ 44,556 Adjusted Operating Ratio: 2024 Adj. OR % 2023 Adj. OR % 2024 Adj. OR % 2023 Adj. OR % Total revenue $ 287,885 $ 288,721 $ 854,145 $ 829,588 Fuel surcharge revenue (29,286 ) (35,344 ) (91,349 ) (99,085 ) Freight revenue (total revenue, excluding fuel surcharge) 258,599 253,377 762,796 730,503 Total operating expenses 271,650 273,580 817,998 785,032 Adjusted for: Fuel surcharge revenue (29,286 ) (35,344 ) (91,349 ) (99,085 ) Amortization of intangibles (2,372 ) (2,220 ) (7,116 ) (5,142 ) Gain on disposal of terminals, net - - - 7,627 Contingent consideration liability adjustment (720 ) (493 ) (9,534 ) (2,485 ) Transaction and executive retirement - - - (2,158 ) Adjusted operating expenses 239,272 92.5 % 235,523 93.0 % 709,999 93.1 % 683,789 93.6 % Adjusted operating income $ 19,327 $ 17,854 $ 52,797 $ 46,714 Page 25 Table of Contents Revenue and Expenses We focus on targeted markets throughout the United States where we believe our service standards can provide a competitive advantage. We are a major carrier for transportation companies such as parcel freight forwarders, less-than-truckload carriers, and third-party logistics providers that require a high level of service to support their businesses, as well as for traditional truckload customers such as manufacturers, retailers, and food and beverage shippers. We have four reportable segments, which include: ● Expedited: The Expedited reportable segment primarily provides truckload services to customers with high service freight and delivery standards, such as 1,000 miles in 22 hours, or 15-minute delivery windows. Expedited services generally require two-person driver teams on equipment either owned or leased by the Company. ● Dedicated: The Dedicated reportable segment provides customers with committed truckload capacity over contracted periods with the goal of three to five years in length. Equipment is either owned or leased by the Company. ● Managed Freight: The Managed Freight reportable segment includes our brokerage and transport management services (“TMS”). Brokerage services provide logistics capacity by outsourcing the carriage of customers’ freight to third parties. TMS provides comprehensive logistics services on a contractual basis to customers who prefer to outsource their logistics needs. ● Warehousing: The Warehousing reportable segment provides day-to-day warehouse management services to customers who have chosen to outsource this function. We also provide shuttle and switching services related to shuttling containers and trailers in or around freight yards and to/from warehouses. In our Expedited and Dedicated reportable segments, we primarily generate revenue by transporting freight for our customers. Generally, we are paid a predetermined rate per mile for our truckload services. We enhance our truckload revenue by charging for tractor and trailer detention, loading and unloading activities, and other specialized services, as well as through the collection of fuel surcharges to mitigate the impact of increases in the cost of fuel. The main factors that could affect our Expedited and Dedicated revenue are the revenue per mile we receive from our customers, the percentage of miles for which we are compensated, and the number of shipments and miles we generate. These factors relate, among other things, to the general level of economic activity in the United States, inventory levels, specific customer demand, the level of capacity in the trucking industry, and driver availability. The main expenses that impact the profitability of our Expedited and Dedicated reportable segments are the variable costs of transporting freight for our customers. These costs include fuel expenses, driver-related expenses, such as wages, benefits, training, and recruitment, and purchased transportation expenses, which primarily include compensating independent contractors. Expenses that have both fixed and variable components include maintenance and tire expense and our total cost of insurance and claims. These expenses generally vary with the miles we travel, but also have a controllable component based on safety, self-insured retention versus insurance premiums, fleet age, efficiency, and other factors. Historically, our main fixed costs include rentals and depreciation of long-term assets, such as revenue equipment and terminal facilities, and the compensation of non-driver personnel. Page 26 Table of Contents Within our Expedited and Dedicated reportable segments, we operate tractors driven by a single driver and also tractors assigned to two-person driver teams. Our single driver tractors generally operate in shorter lengths of haul, generate fewer miles per tractor, and experience more non-revenue miles, but the lower productive miles are expected to be offset by generally higher revenue per loaded mile and the reduced employee expense of compensating only one driver. In contrast, our two-person driver tractors generally operate in longer lengths of haul, generate greater miles per tractor, and experience fewer non-revenue miles, but we typically receive lower revenue per loaded mile and incur higher employee expenses of compensating both drivers. We expect operating statistics and expenses to shift with the mix of single and team operations. Within our Managed Freight reportable segment, we derive revenue from Brokerage and TMS services, particularly, for arranging transportation services for customers, directly and through relationships with thousands of third-party carriers and integration with our Expedited reportable segment. Additionally, utilizing technology and process management we provide detailed visibility into a customer’s movement of freight – inbound and outbound – throughout the customer’s network and focused customer support through multiyear contracts. We provide Brokerage services directly and through agents, who are paid a commission for the freight they provide. The main factors that impact profitability in terms of expenses are the variable costs of outsourcing the transportation freight for our customers and managing fixed costs, including purchased transportation, facility warehousing costs, salaries, and selling, general, and administrative expenses. Within our Warehousing reportable segment, we empower customers to outsource warehousing management, including moving containers and trailers in or around freight yards. The main factors that impact profitability in terms of expenses are fixed costs, including salaries, facility warehousing costs, and selling, general, and administrative expenses. In May 2011, we acquired a 49.0% interest in TEL. TEL is a tractor and trailer equipment leasing company and used equipment reseller. We have accounted for our investment in TEL using the equity method of accounting and thus our financial results include our proportionate share of TEL's net income since May 2011. Our main measures of profitability are operating ratio and adjusted operating ratio. We define adjusted operating ratio as operating expenses, net of fuel surcharge revenue, excluding amortization of intangibles, and significant unusual items, divided by total revenue, less fuel surcharge revenue. See page 25 for the uses and limitations associated with adjusted operating ratio. Revenue Equipment At September 30, 2024, we operated 2,306 tractors and 6,484 trailers. Of such tractors, 2,169 were owned, 22 were financed under finance or operating leases, and 115 tractors were provided by independent contractors, who own and drive their own tractors. Of such trailers, 5,842 were owned and 642 were held under finance or operating leases. At September 30, 2024, our fleet had an average tractor age of 1.6 years and an average trailer age of 5.6 years. Independent contractors provide a tractor and a driver and are responsible for all operating expenses in exchange for a fixed payment per mile. We do not have the capital outlay of purchasing or leasing the tractor. The payments to independent contractors and the financing of equipment under operating leases are recorded in revenue equipment rentals and purchased transportation. Expenses associated with company owned equipment, such as interest and depreciation, and expenses associated with employee drivers, including driver compensation, fuel, and other expenses, are not incurred with respect to independent contractors. Obtaining equipment from independent contractors and under operating leases effectively shifts financing expenses from interest to "above the line" operating expenses, and as such, we evaluate our efficiency using net income margin, as well as operating ratio. Page 27 Table of Contents RESULTS OF CONSOLIDATED OPERATIONS COMPARISON OF three and nine months ended September 30, 2024 TO three and nine months ended September 30, 2023 The following tables set forth the percentage relationship of certain items to total revenue and freight revenue (total revenue less fuel surcharge revenue) for the periods indicated, where applicable (dollars in thousands): Revenue Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Revenue: Freight revenue $ 258,599 $ 253,377 $ 762,796 $ 730,503 Fuel surcharge revenue 29,286 35,344 91,349 99,085 Total revenue $ 287,885 $ 288,721 $ 854,145 $ 829,588 The decrease in total revenue for the three months ended September 30, 2024 primarily resulted from a $6.3 million and $4.3 million decrease in Managed Freight and Expedited freight revenue, respectively, and a $6.1 million decrease in fuel surcharge revenue partially offset by a $15.7 million and $0.1 million increase in Dedicated and Warehousing freight revenue, respectively. The increase in total revenue for the nine months ended September 30, 2024 primarily resulted from a $34.6 million, $3.6 million, and $1.4 million increase in Dedicated, Expedited, and Warehousing freight revenue, respectively, and a $7.7 million decrease in fuel surcharge revenue partially offset by a $7.2 million decrease in Managed Freight revenue. See results of reportable segment operations section for discussion of fluctuations. For comparison purposes in the discussion below, we use total revenue and freight revenue (total revenue less fuel surcharge revenue) when discussing changes as a percentage of revenue. For each expense item discussed below, we have provided a table setting forth the relevant expense first as a percentage of total revenue, and then as a percentage of freight revenue. Salaries, wages, and related expenses Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Salaries, wages, and related expenses $ 110,815 $ 102,314 $ 317,523 $ 302,753 % of total revenue 38.5 % 35.4 % 37.2 % 36.5 % % of freight revenue 42.9 % 40.4 % 41.6 % 41.4 % Salaries, wages, and related expenses for the three and nine months ended September 30, 2024, increased primarily as a result of averaging more drivers and tractors due to growth in our Dedicated reportable segment, resulting in higher driver salaries, wages, and benefits, as well as an increase in workers' compensation expense due to a large current period claim. We believe salaries, wages, and related expenses will continue to increase as the result of wage inflation, higher healthcare costs, and, in certain periods, increased incentive compensation due to better performance. Driver pay may also fluctuate based on the number of miles driven. While driver pay remains stable at the present time, we have historically put driver pay increases in place as necessary to address driver market pressure and will continue to do so in the future as necessary. If freight market rates increase, we would expect to, as we have historically, pass a portion of those rate increases on to our professional drivers. Salaries, wages, and related expenses will fluctuate to some extent based on the percentage of revenue generated by independent contractors and our Managed Freight reportable segment, for which payments are reflected in the purchased transportation line item. Page 28 Table of Contents Fuel expense Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Fuel expense $ 28,545 $ 35,173 $ 88,590 $ 100,692 % of total revenue 9.9 % 12.2 % 10.4 % 12.1 % % of freight revenue 11.0 % 13.9 % 11.6 % 13.8 % The decreases in total fuel expense are primarily related to lower fuel prices in the 2024 periods partially offset by a 3.4% and 6.5% increase in total miles compared to the same 2023 periods, respectively. We receive a fuel surcharge on our loaded miles from most shippers; however, this does not cover the entire cost of fuel for several reasons, including the following: surcharges cover only loaded miles we operate; surcharges do not cover miles driven out-of-route by our drivers; and surcharges typically do not cover refrigeration unit fuel usage or fuel burned by tractors while idling. Moreover, most of our business relating to shipments obtained from freight brokers does not carry a fuel surcharge. Finally, fuel surcharges vary in the percentage of reimbursement offered, and not all surcharges fully compensate for fuel price increases even on loaded miles. The rate of fuel price changes also can have an impact on results. Most fuel surcharges are based on the average fuel price as published by the Department of Energy ("DOE") for the week prior to the shipment, meaning we typically bill customers in the current week based on the previous week's applicable index. Therefore, in times of increasing fuel prices, we do not recover as much as we are currently paying for fuel. In periods of declining prices, the opposite is true. Fuel prices as measured by the DOE wer e $0.62 per g allon, or 14.5%, lower for the quarter ended September 30, 2024 compared with the same quarter in 2023. To measure the effectiveness of our fuel surcharge program, we subtract fuel surcharge revenue (other than the fuel surcharge revenue we reimburse to independent contractors and other third parties which is included in purchased transportation) from our fuel expense. The result is referred to as net fuel expense. Our net fuel expense as a percentage of freight revenue is affected by the cost of diesel fuel net of fuel surcharge revenue, the percentage of miles driven by company tractors, our fuel economy, and our percentage of deadhead miles, for which we do not receive material fuel surcharge revenues. Net fuel expense is shown below: Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Total fuel surcharge $ 29,286 $ 35,344 $ 91,349 $ 99,085 Less: Fuel surcharge revenue reimbursed to independent contractors and other third parties 2,225 2,672 7,426 7,105 Company fuel surcharge revenue $ 27,061 $ 32,672 $ 83,923 $ 91,980 Total fuel expense $ 28,545 $ 35,173 $ 88,590 $ 100,692 Less: Company fuel surcharge revenue 27,061 32,672 83,923 91,980 Net fuel expense $ 1,484 $ 2,501 $ 4,667 $ 8,712 % of freight revenue 0.6 % 1.0 % 0.6 % 1.2 % For the periods presented, net fuel expense decreased as a percentage of freight revenue primarily due to lower fuel prices and higher fuel surcharge recovery. We expect to continue managing our idle time and tractor speeds, investing in more fuel-efficient tractors and auxiliary power units to improve our miles per gallon, locking in fuel hedges when deemed appropriate, partnering with customers to adjust fuel surcharge programs that are inadequate to recover a fair portion of fuel costs, and testing the latest technologies that reduce fuel consumption. Going forward, our net fuel expense is expected to fluctuate as a percentage of revenue based on factors such as diesel fuel prices, percentage recovered from fuel surcharge programs, percentage of uncompensated miles, percentage of revenue generated by team-driven tractors (which tend to generate higher miles and lower revenue per mile, thus proportionately more fuel cost as a percentage of revenue), percentage of revenue generated from independent contractors, and the success of fuel efficiency initiatives. Page 29 Table of Contents Operations and maintenance Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Operations and maintenance $ 17,690 $ 16,984 $ 46,838 $ 50,328 % of total revenue 6.1 % 5.9 % 5.5 % 6.1 % % of freight revenue 6.8 % 6.7 % 6.1 % 6.9 % The increase in operations and maintenance for the three months ended September 30, 2024 was insignificant both as a percentage of total revenue and freight revenue. The decrease in operations and maintenance for the nine months ended September 30, 2024 was primarily related to a decrease in the average age of our fleet and the improvement in both availability and cost of tires and maintenance related parts compared to the prior year period. Going forward, we believe this category will fluctuate based on several factors, including the condition of the driver market and our ability to hire and retain drivers, our continued ability to maintain a relatively young fleet, accident severity and frequency, weather, the reliability of new and untested revenue equipment models, and the global disruption of the supply chain. Additionally, operations and maintenance costs may increase if we experience wage and parts inflation. Revenue equipment rentals and purchased transportation Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Revenue equipment rentals and purchased transportation $ 64,434 $ 72,046 $ 193,940 $ 203,045 % of total revenue 22.4 % 25.0 % 22.7 % 24.5 % % of freight revenue 24.9 % 28.4 % 25.4 % 27.8 % The decreases in revenue equipment rentals and purchased transportation for the three and nine months ended September 30, 2024 were primarily the result of a decrease in purchased transportation costs due to the decline in the spot market primarily affecting the Managed Freight reportable segment. The decrease for the nine months ended September 30, 2024 was partially offset as total miles run by independent contractors increased from 7.4% for the nine months ended September 30, 2023 to 8.2% for the same 2024 period. We expect purchased transportation to fluctuate as volumes in our Managed Freight reportable segment may be volatile. In addition, if fuel prices increase, it would result in a further increase in what we pay third party carriers and independent contractors. However, this expense category will fluctuate with the number and percentage of loads hauled by independent contractors, loads handled by Managed Freight, and tractors, trailers, and other assets financed with operating leases. In addition, factors such as the cost to obtain third party transportation services and the amount of fuel surcharge revenue passed through to the third party carriers and independent contractors will affect this expense category. If industry-wide trucking capacity tightens in relation to freight demand, we may need to increase the amounts we pay to third-party transportation providers and independent contractors, which could increase this expense category on an absolute basis and as a percentage of freight revenue absent an offsetting increase in revenue. If we were to recruit more independent contractors, we would expect this line item to increase as a percentage of revenue. Operating taxes and licenses Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Operating taxes and licenses $ 3,227 $ 3,381 $ 8,871 $ 10,161 % of total revenue 1.1 % 1.2 % 1.0 % 1.2 % % of freight revenue 1.2 % 1.3 % 1.2 % 1.4 % For the periods presented, the change in operating taxes and licenses was insignificant both as a percentage of total revenue and freight revenue. Page 30 Table of Contents Insurance and claims Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Insurance and claims $ 12,241 $ 13,074 $ 44,779 $ 36,810 % of total revenue 4.3 % 4.5 % 5.2 % 4.4 % % of freight revenue 4.7 % 5.2 % 5.9 % 5.0 % Insurance and claims per mile cost decreased to 17.4 cents per mile for the three months ended September 30, 2024, and increased to 21.3 cents per mile for the nine months ended September 30, 2024, respectively, compared to 19.2 cents per mile and 18.7 cents per mile, respectively, for the same 2023 periods. The decrease on a cents per mile basis for the three months ended September 30, 2024 is primarily the result of increased miles compared to the same 2023 period. The increase for the nine months ended September 30, 2024 is primarily the result of current period claims expense and the development of prior period claims compared to the same 2023 period. Our insurance program includes multi-year policies with specific insurance limits that may be eroded over the course of the policy term. If that occurs, we will be operating with less liability coverage insurance at various levels of our insurance tower. For the policy period that ran from April 1, 2018 to March 31, 2021, the aggregate limits available in the coverage layer $9.0 million in excess of $1.0 million were fully eroded. We replaced our $9.0 million in excess of $1.0 million layer with a new $7.0 million in excess of $3.0 million policy that we continue to maintain. Due to the erosion of the $9.0 million in excess of $1.0 million layer, any adverse developments in claims filed between April 1, 2018 and March 31, 2021, could result in additional expense accruals. We have maintained our retention and limits set in place during the prior renewal cycle. Due to these developments, we may experience additional expense accruals, increased insurance and claims expenses, and greater volatility in our insurance and claims expenses, which could have a material adverse effect on our business, financial condition, and results of operations. We expect insurance and claims expense to continue to be volatile over the long-term. Recently the trucking industry has experienced a decline in the number of carriers and underwriters that write insurance policies or that are willing to provide insurance for trucking companies, however, for 2024, we expect insurance premiums expense to be similar to that of 2023. Communications and utilities Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Communications and utilities $ 1,330 $ 1,254 $ 4,005 $ 3,753 % of total revenue 0.5 % 0.4 % 0.5 % 0.5 % % of freight revenue 0.5 % 0.5 % 0.5 % 0.5 % For the periods presented, the change in communications and utilities were insignificant both as a percentage of total revenue and freight revenue. General supplies and expenses Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 General supplies and expenses $ 11,937 $ 11,774 $ 47,244 $ 38,169 % of total revenue 4.1 % 4.1 % 5.5 % 4.6 % % of freight revenue 4.6 % 4.6 % 6.2 % 5.2 % The change in general supplies and expenses for the three months ended September 30, 2024 was insignificant both as a percentage of total revenue and freight revenue. The increase in general supplies and expenses for the nine months ended September 30, 2024 was primarily the result of the increase in the contingent consideration liability since the 2023 period partially offset by acquisition costs recognized during the 2023 period with no similar costs during the same 2024 period. Page 31 Table of Contents Depreciation and amortization Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Depreciation and amortization $ 21,222 $ 18,182 $ 64,460 $ 51,701 % of total revenue 7.4 % 6.3 % 7.5 % 6.2 % % of freight revenue 8.2 % 7.2 % 8.5 % 7.1 % Depreciation and amortization consists primarily of depreciation of tractors, trailers, and other capital assets, as well as amortization of intangible assets. Depreciation expense increased $2.8 million and $10.7 million to $18.8 million and $57.3 million for the three and nine months ended September 30, 2024 , respectively, compared to $16.0 million and $46.6 million in the same 2023 periods, as a result of increased costs on new equipment and an increase in our average total tractor count. Amortization of intangible assets was $2.4 million and $7.1 million for three and nine months ended September 30, 2024 , respectively, compared to $2.2 million and $5.1 million for the same 2023 periods. The increase for the three months ended September 30, 2024 is due to the amortization of the intangible assets related to the Sims acquisitions and the increase for the nine months ended September 30, 2024 is due to the amortization of intangible assets related to the LTST and Sims acquisitions. We expect depreciation and amortization to increase going forward as the cost of new equipment increases and we see the full year effect of our 2023 equipment replacement plan. Additionally, changes in the used tractor market have caused us to adjust residual values and increase depreciation, and further adjustments may be necessary in the future. These changes may also cause us to hold assets longer than planned, or experience increased losses on sale. Successfully executing our plan to grow the Dedicated reportable segment could also increase depreciation and amortization going forward. Loss (gain) on disposition of property and equipment, net Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Loss (gain) on disposition of property and equipment, net $ 209 $ (602 ) $ 1,748 $ (12,380 ) % of total revenue 0.1 % (0.2 %) 0.2 % (1.5 %) % of freight revenue 0.1 % (0.2 %) 0.2 % (1.7 %) The loss on disposition of property and equipment, net for the three and nine months ended September 30, 2024, compared to a gain on disposition of property and equipment, net for the prior periods, was primarily the result of reductions in the gain on disposition of equipment due to the soft used equipment market. Additionally, the nine months ended 2023 includes the $7.6 million gain on sale of a Tennessee terminal in the first quarter of 2023, with no such sales in the same 2024 period. Page 32 Table of Contents Interest expense, net Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Interest expense, net $ 3,204 $ 2,637 $ 10,341 $ 5,530 % of total revenue 1.1 % 0.9 % 1.2 % 0.7 % % of freight revenue 1.2 % 1.0 % 1.4 % 0.8 % The change in interest expense for the three months ended September 30, 2024 was insignificant both as a percentage of total revenue and freight revenue. For nine months ended September 30, 2024 , the increase in interest expense was primarily the result of an increase in revenue equipment installment notes as a result of additional equipment added during 2023 and 2024 as a result of our revenue equipment replacement plan, as well as increased interest rates since the 2023 periods. This line item will fluctuate based on our decision with respect to purchasing revenue equipment with balance sheet debt versus operating leases, our revenue equipment replacement plan, and changing interest rates. Income from equity method investment Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Income from equity method investment $ 3,993 $ 5,335 $ 11,763 $ 16,659 We have accounted for our investment in TEL using the equity method of accounting and thus our financial results include our proportionate share of TEL's net income or loss. The decreases in TEL's contribution to our results for the three and nine months ended September 30, 2024 were primarily the result of a deterioration in the equipment market, suppressing gains on sale of used equipment, and increased interest expense associated with higher interest rates on equipment related debt compared to the 2023 periods. Due to TEL's business model, gains and losses on sale of equipment is a normal part of the business and can cause earnings to fluctuate from period to period and therefore our income from investment to similarly fluctuate. We expect TEL's net income for the remainder of 2024 to decline compared that of the third quarter of 2024, resulting in a lower full year 2024 net income from TEL compared to full year 2023. Income tax expense Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Income tax expense $ 4,141 $ 4,483 $ 8,817 $ 13,701 % of total revenue 1.4 % 1.6 % 1.0 % 1.7 % % of freight revenue 1.6 % 1.8 % 1.2 % 1.9 % The decreases in income tax expense for the three and nine months ended September 30, 2024 were the result of a $0.8 million and $18.1 million decrease in pre-tax income, respectively, compared to the same 2023 periods. The decreases in pre-tax income resulted from the aforementioned changes in operating income and earnings on investment in TEL. The effective tax rate is different from the expected combined tax rate due primarily to state tax expense and permanent differences. The rate impact of items such as executive compensation disallowance and the deductibility of per diem payments will fluctuate in future periods as income fluctuates. Page 33 Table of Contents RESULTS OF SEGMENT OPERATIONS We have four reportable segments, Expedited, Dedicated, Managed Freight, and Warehousing, each as described above. COMPARISON O F three and nine months ended September 30, 2024 TO three and nine months ended September 30, 2023 The following table summarizes revenue and operating income data by reportable segment: (in thousands) Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 Revenues: Expedited $ 104,314 $ 113,419 $ 317,795 $ 318,388 Dedicated 94,715 80,242 272,662 241,680 Managed Freight 63,385 69,713 186,668 193,868 Warehousing 25,471 25,347 77,020 75,652 Total revenues $ 287,885 $ 288,721 $ 854,145 $ 829,588 Operating Income: Expedited $ 6,467 $ 7,522 $ 16,019 $ 22,613 Dedicated 5,429 2,976 6,182 13,366 Managed Freight 2,451 3,742 8,050 6,905 Warehousing 1,888 901 5,896 1,672 Total operating income $ 16,235 $ 15,141 $ 36,147 $ 44,556 The decrease in Expedited revenue for the three months ended September 30, 2024 relates to a decrease in average freight revenue per tractor per week of 4.8%, and a $4.8 million decrease in fuel surcharge revenue compared to the 2023 quarter. The decrease in average freight revenue per tractor per week for the quarter ended September 30, 2024 is the result of a 3.7% decrease in average miles per unit and a 3.0 cents per mile (or 1.2%) decrease in average rate per total mile as compared to the 2023 quarter. Expedited team-driven tractors averaged 823 and 831 tractors in the third quarter of 2024 and 2023, respectively. For the nine months ended September 30, 2024 , the decrease in Expedited revenue relates to a decrease in average freight revenue per tractor per week of 2.8%, and a $4.2 million decrease in fuel surcharge revenue partially offset by a 34 (or 3.9%) average tractor increase compared to the same 2023 period. The decrease in average freight revenue per tractor per week for the nine months ended September 30, 2024 is the result of a 6.0 cents per mile (or 2.8%) decrease in average rate per total mile partially offset by a 0.3% increase in average miles per unit compared to the same 2023 period. Expedited team-driven tractors averaged 837 and 801 for the nine months ended September 30, 2024 and 2023, respectively. The increase in Dedicated revenue for the three months ended September 30, 2024 relates to a 167, or 13.5% average tractor increase and an increase in average freight revenue per tractor per week of 8.7% compared to the 2023 quarter. The increase in average freight revenue per tractor per week was the result of a 18.4 cents per mile (or 6.8%) increase in average rate per total mile and a 1.8% increase in average miles per unit compared to the 2023 quarter. For the nine months ended September 30, 2024 , the increase in Dedicated revenue relates to a 110 (or 8.9%) average tractor increase and an increase in average freight revenue per tractor per week of 7.1% compared to the same 2023 period. The increase in average freight revenue per tractor per week for the nine months ended September 30, 2024 is the result of a 16.9 cents per mile (or 6.3%) increase in average rate per total mile and a 1.1% increase in average miles per unit compared to the same 2023 period. For the three and nine months ended September 30, 2024, Managed Freight total revenue decreased primarily as a result of a degraded spot market, partially offset by the third quarter 2023 Sims acquisition. For the three and nine months ended September 30, 2024, Warehousing total revenue increased as a result of customer rate increases since the same 2023 periods. The increase in operating income for the three months ended September 30, 2024, was the result of an $8.1 million, $5.0 million, and $0.9 million decrease in Expedited, Managed Freight, and Warehousing operating expenses, respectively, partially offset by a $12.0 million increase in Dedicated operating expenses and the decrease in total revenue described above. The decrease in operating income for the nine months ended September 30, 2024 , was the result of a $38.2 million and $6.0 million increase in Dedicated and Expedited operating expenses, respectively, partially offset by an $8.4 million and $2.9 million decrease in Managed Freight and Warehousing operating expenses, as well as the aforementioned changes in total revenue. The decrease in Expedited operating income for the three and nine months ended September 30, 2024 was primarily the result of the aforementioned decreases in revenue and changes to the Expedited operating expenses. The decrease in Expedited operating expenses for the three months ended September 30, 2024 was primarily the result of a decrease in fuel expense and a decrease in operations and maintenance expenses as a compared to the same 2023 period, partially offset by a large workers' compensation claim during the 2024 period. The increase in Expedited operating expenses for the nine months ended September 30, 2024, primarily related to increases in insurance and claims expense, depreciation expense as a result of increased equipment cost, and losses on the sale of equipment since the 2023 period, partially offset by reductions in fuel expense and operations and maintenance expense. The increase in Dedicated operating income for the three months ended September 30, 2024 was primarily the result of the aforementioned increase in revenue, partially offset by an increase in Dedicated operating expenses. The decrease in Dedicated operating income for the nine months ended September 30, 2024 was primarily the result of an increase in Dedicated operating expenses partially offset by the aforementioned increase in revenue. The increase in Dedicated operating expenses for the three and nine months ended September 30, 2024 , was primarily the result of increased salaries, wages, and benefits for our professional drivers of $6.6 million and $13.9 million, respectively, as the result of growth, the increase in the contingent consideration liability of $0.7 million and $9.5 million, respectively, increased depreciation expense as a result of growth and increased equipment costs, and losses on the sale of equipment since the 2023 period. Additionally, during the nine months ended September 30, 2023 , we sold a Tennessee terminal resulting in a $7.6 million gain which is included in gain on disposition of property and equipment, net in the condensed consolidated statements of operations with no similar gain in the same 2024 period. The decrease in operating income for Managed Freight for the three months ended September 30, 2024was primarily the result of the aforementioned decreases in revenue partially offset by a decrease in Managed Freight operating expenses. The decrease in Managed Freight operating expenses for the three months ended September 30, 2024 was primarily the result of the changes in revenue driving changes in variable expenses, primarily purchased transportation, partially offset by a large cargo related claim during the 2024 period. The increase in operating income for Managed Freight for the nine months ended September 30, 2024 was primarily the result of a decrease in Managed Freight operating expenses partially offset by the aforementioned decrease in revenue. The decrease in Managed Freight operating expenses for the nine months ended September 30, 2024 was primarily the result of the changes in revenue driving changes in variable expenses, primarily purchased transportation, as well as a small number of prior period claims recognized in the same 2023 period with no similar 2024 activity. Additionally, operating income improved for both periods as a result of the impact of the higher-margin Sims acquisition since the same 2023 periods. The increase in operating income for Warehousing for the three and nine months ended September 30, 2024 was primarily the result of the aforementioned increase in revenue and a decrease in Warehousing operating expenses. The decrease in Warehousing operating expenses for the three and nine months ended September 30, 2024 , was a result of a reduction in outsourced labor since the 2023 periods. In our asset-light reportable segments, we are prioritizing long-term growth, focusing on talent acquisition and technology enhancements. Page 34 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Our business requires significant capital investments over the short-term and the long-term. Historically, we have financed our capital requirements with borrowings under our Credit Facility, cash flows from operations, long-term operating leases, finance leases, secured installment notes with finance companies, and proceeds from the sale of our used revenue equipment. Going forward, we expect revenue equipment acquisitions to primarily be through purchases and finance leases. Further, we expect to increase our capital allocation toward our Dedicated, Managed Freight, and Warehousing reportable segments to become the go-to partner for our customers’ most critical transportation and logistics needs. We had working capital (total current assets less total current liabilities) of $20.1 million and $15.7 million at September 30, 2024 and December 31, 2023, respectively. Our working capital on any particular day can vary significantly due to the timing of collections and cash disbursements. Based on our expected financial condition, net capital expenditures, results of operations, related net cash flows, installment notes, and other sources of financing, we believe our working capital and sources of liquidity will be adequate to meet our current and projected needs, and we do not expect to experience material liquidity constraints in the foreseeable future. With an average tractor fleet age of 1.6 years at September 30, 2024, we believe we have flexibility to manage our fleet, and we plan to regularly evaluate our tractor replacement cycle, new tractor purchase requirements, and purchase options. If we were to grow our independent contractor fleet, our capital requirements would be reduced. As of September 30, 2024 and December 31, 2023 we had $316.5 million and $293.5 million in debt and lease obligations, respectively, consisting of the following: ● No and $11.6 million outstanding borrowings under the Credit Facility; ● No outstanding borrowings under the Draw Note; ● $247.4 million and $213.9 million in revenue equipment installment notes, respectively; ● $18.1 million and $19.1 million in real estate notes, respectively; ● $6.3 million and $6.1 million of the principal portion of financing lease obligations, respectively; and ● $44.6 million and $42.8 million of the operating lease obligations, respectively. The increase in revenue equipment installment notes is primarily due to replacing our older equipment with new equipment as well as growth in our Dedicated reportable segment. As of September 30, 2024, we had no borrowings outstanding, undrawn letters of credit outstanding of approximately $19.7 million, and available borrowing capacity of $90.3 million under the Credit Facility. Additionally, we had $45.0 million of remaining availability of a $45.0 million Draw Note from Triumph which is available solely to fund any indemnification owed to Triumph in relation to the TFS Settlement. Fluctuations in the outstanding balance and related availability under our Credit Facility are driven primarily by cash flows from operations and the timing and nature of property and equipment additions that are not funded through notes payable, as well as the nature and timing of collection of accounts receivable, payments of accrued expenses, and receipt of proceeds from disposals of property and equipment. Our net capital expenditures for the nine months ended September 30, 2024 totaled $77.5 million of expenditures, as compared to $143.0 million of expenditures for the prior year period. During the nine months ended September 30, 2024, we took delivery of approximately 691 new tractors and 757 new trailers, while disposing of approximately 791 used tractors and 319 used trailers. Our current fleet plan for the remainder of 2024 includes the delivery of an additional 104 new company replacement tractors and 93 additional new trailer deliveries. Net losses on disposal of equipment and real estate in the nine months ended September 30, 2024 were $1.7 million compared to $12.4 million net gains in the same prior year period primarily due to the $7.6 million gain on a Tennessee terminal during the 2023 period and the aforementioned disposal of revenue equipment as part of our trade cycle. For the balance of 2024, our baseline expectation for net capital expenditures is $15.0 million to $20.0 million. Our capital investment plan reflects our priorities of maintaining the average age of our fleet in a manner that allows us to optimize operational uptime and related operating costs, and offering a fleet of equipment that our professional drivers are proud to operate. We expect the benefits of improved utilization, fuel economy and maintenance costs to produce acceptable returns despite increased prices of new equipment and potentially lower values of used equipment. We distributed a total of $4.3 million to stockholders in the first nine months of 2024 through dividends. We believe we have sufficient liquidity to satisfy our cash needs, and we will continue to evaluate the nature and extent of potential short-term and long-term impacts to our business. Page 35 Table of Contents Cash Flows Despite a year over year reduction in net income of $13.2 million, net cash flows provided by operating activities increased to $101.0 million for the nine months ended September 30, 2024, compared to $52.9 million for the same 2023 period, primarily due to increases in non-cash expenses such as depreciation and amortization and reductions to non-cash gains on sale of property and equipment in the current period. Changes in operating assets and liabilities such as receivables and driver advances and insurance and claims accruals provided improved cash flow for the nine months ended September 30, 2024, compared to the 2023 period. Net cash flows used by investing activities were $104.2 million for the nine months ended September 30, 2024, compared to $144.6 million used in the same 2023 period. The decrease in net cash flows used by investing activities was primarily due to the April 2023 and the August 2023 acquisitions of LTST and Sims, respectively, for $107.9 million, net of cash acquired, partially offset by the $4.6 million payment related to the acquisition of LTST and our Section 338(h)(10) election during the 2024 period, and the timing of our trade cycle whereby we took delivery of approximately 691 new tractors and 757 new trailers, while disposing of approximately 791 used tractors and 319 used trailers during the 2024 period compared to delivery of 607 new tractors and 367 new trailers, while disposing of approximately 926 used tractors and 518 used trailers in the same 2023 period. Additionally, the 2023 period provided $12.5 million of proceeds related to the sale of a Tennessee terminal. Net cash flows provided by financing activities were approximately $36.1 million for the nine months ended September 30, 2024, compared to $30.4 million provided in the same 2023 period. The increase in net cash flows provided by financing activities was primarily a function of no repurchases of shares of our Class A common stock during the 2024 period compared to $25.4 million during the same 2023 period, partially offset by net proceeds relating to our notes payable and our Credit Facility of $47.3 million in the 2024 period compared to $76.9 million in the 2023 period. Net cash flows provided by operating activities and provided by financing activities in the 2024 period also included payment of $3.0 million and $7.0 million, respectively, of contingent consideration liabilities related to the acquisition of AAT. Net cash flows provided by operating activities and provided by financing activities in the 2023 period also included payment of $0.8 million and $9.2 million, respectively, of contingent consideration liabilities related to the acquisition of AAT. On May 18, 2022 our Board approved a stock repurchase authorization of up to $75.0 million of our Class A common stock, with any remaining amount available under prior authorizations being excluded and no longer available. Under such authorization, we repurchased 2.0 million shares of our Class A common stock for $54.7 million during 2022. On January 30, 2023, the Board approved an amendment to the Company's stock repurchase program authorizing the purchase of up to an aggregate $55.0 million of our Class A common stock. The amendment added an incremental approximately $37.5 million to the approximately $17.5 million that was then-remaining under the program. Between May 2022 and April 2023, we repurchased a total of 2.7 million shares of our Class A common stock. The program expired on January 31, 2024. Our cash flows may fluctuate depending on capital expenditures, future stock repurchases, dividends, strategic investments or divestitures, any indemnification calls related to the TFS Settlement, and the extent of future income tax obligations and refunds. Page 36 Table of Contents CRITICAL ACCOUNTING POLICIES AND ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make decisions based upon estimates, assumptions, and factors we consider as relevant to the circumstances. Such decisions include the selection of applicable accounting principles and the use of judgment in their application, the results of which impact reported amounts and disclosures. Changes in future economic conditions or other business circumstances may affect the outcomes of our estimates and assumptions. Accordingly, actual results could differ from those anticipated. There have been no material changes to our most critical accounting policies and estimates during the three and nine months ended September 30, 2024, compared to those disclosed in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," included in our Form 10-K for the year ended December 31, 2023. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our market risks have not changed materially from the market risks reported in our Form 10-K for the year ended December 31, 2023. Page 37 Table of Contents