What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-07 compared with 2025-08-07 · 165 added, 117 removed, 269 unchanged (51% of the section changed)

11 unchanged sentences

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 prior acquisitions, and the future impact of our prior acquisitions, among others, are forward-looking statements.

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 and dividends, if any, expected capital expenditures, allocations, and requirements, future customer relationships, 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 and insurance and claims accruals, contingent consideration related to our prior acquisitions, and the future impact of our prior acquisitions, 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," "appears," "mission," "anticipates," "plans," " outlook," "focus," "seek," "potential," "continue," "goal," "target," "objective," "optimistic," "intends," derivations thereof, and similar terms and phrases.

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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 this Form 10-Q and our Form 10-K for the year ended December 31, 2024.

Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the sections entitled "Item 1A.

Risk Factors," set forth in our Form 10-Q for the quarter ended June 30, 2025 and our Form 10-K for the year ended December 31, 2024.

Readers should review and consider the factors discussed in "Item 1A.

Risk Factors," set forth in this Form 10-Q and our Form 10-K for the year ended December 31, 2024, along with various disclosures in our press releases, stockholder reports, and other filings with the Securities and Exchange Commission.

Risk Factors," set forth in our Form 10-Q for the quarter ended June 30, 2025 and our Form 10-K for the year ended December 31, 2024, 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.

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Executive Overview

Our second quarter earnings were $0.36 per diluted share.

The highlight of our second quarter’s results was year-over-year freight revenue growth of 7.8% to $276.5 million, an all-time high for any quarter in the history of our enterprise.

This milestone was achieved despite an operating environment that remained competitive throughout the quarter across many Expedited, Managed Freight, and non-specialized equipment Dedicated accounts.

As the general freight market improves, we believe we are well positioned to capitalize on opportunities that improve margin and return on capital.

We are also pleased to announce that during the quarter we were successful in repurchasing approximately 1.6 million shares of outstanding common stock at an average price of approximately $22.69 per share, amounting to $35.2 million of our $50.0 million stock repurchase authorization.

Additional items of note for the second quarter of 2025 include the following:

Total revenue of $302.9 million, an increase of 5.3% compared with the second quarter of 2024, and freight revenue (which excludes revenue from fuel surcharges) of $276.5 million, an increase of 7.8% compared with the second quarter of 2024;

Operating income of $11.6 million, compared with $15.6 million in the second quarter of 2024;

Net income of $9.8 million, or $0.36 per diluted share, compared with $12.2 million, or $0.44 per diluted share, in the second quarter of 2024.

Net income from continuing operations of $9.8 million, or $0.36 per diluted share, compared to $12.0 million or $0.44 per diluted share, in the second quarter of 2024.

No net income from discontinued operations compared to $0.2 million, or $0.01 per diluted share, in the second quarter of 2024;

Our equity investment in TEL provided $4.3 million of pre-tax earnings in the second quarter of 2025 compared to $4.1 million in the second quarter of 2024;

Our third quarter earnings were $0.35 per diluted share, reflecting essentially flat year-over-year performance in our asset-light business units and lower performance in our Truckload business units, mainly attributable to higher costs and under-utilized equipment.

We continued to invest in and grow within certain industries that our dedicated fleet services with new start-up contracts, which weighed on third quarter margins but are expected to improve over time.

Meanwhile, we continue to evaluate contracts in the rest of our Truckload business for improvement or exit.

Overall, we expect modest contraction in our combined Truckload fleet and growth in our asset light segments as we allocate capital toward better returning business units.

This process may impact quarterly financial results as we grow and shrink certain segments, adjust staffing needs, and dispose of equipment in potentially volatile used equipment markets.

Additional items of note for the third quarter of 2025 include the following:

Total revenue of $296.9 million, an increase of 3.1% compared with the third quarter of 2024, and freight revenue (which excludes revenue from fuel surcharges) of $268.8 million, an increase of 4.0% compared with the third quarter of 2024;

Operating income of $7.9 million, compared with $16.2 million in the third quarter of 2024;

Net income of $9.1 million, or $0.35 per diluted share, compared with $13.0 million, or $0.47 per diluted share, in the third quarter of 2024.

Net income from continuing operations of $6.3 million, or $0.24 per diluted share, compared to $12.9 million or $0.46 per diluted share, in the third quarter of 2024.

Net income from discontinued operations of $2.8 million, or $0.11 per diluted share, compared to $0.2 million, or $0.01 per diluted share, in the third quarter of 2024;

Our equity investment in TEL provided $3.6 million of pre-tax earnings in the third quarter of 2025 compared to $4.0 million in the third quarter of 2024;

We distributed a total of $1.8 million to stockholders through cash dividends;

Since December 31, 2024, total indebtedness, comprised of total debt and finance leases, net of cash, increased by $48.7 million to $268.3 million, primarily due to repurchasing approximately $36.2 million of common stock outstanding and acquisition related payments of $19.2 million.

With available borrowing capacity of $65.5 million under our Credit Facility at June 30, 2025 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 June 30, 2025 was 2.02;

Stockholders' equity at June 30, 2025, was $416.9 million;

Tangible book value at June 30, 2025, was $241.7 million.

We believe that general freight market fundamentals are slowly improving, although progress is uneven due to ongoing fluctuations in inventory levels, government policies, supply chain patterns, and industry-wide tractor capacity.

We believe capacity is slowly exiting the market through a combination of fleet downsizing by larger companies, bankruptcies of smaller companies, and enforcement of English Language Proficiency and B-1 visa regulations.

We are optimistic that demand will improve as excess inventories from import pull-forwards are reduced, tax and monetary policy changes take hold, and trade policy becomes clear.

Improved market fundamentals typically benefit the general commodity freight within our Expedited, Dedicated, and Managed Freight segments, although the Managed Freight segment can see margin pressure until rates reset.

Outside the general market, the specialized freight within our Dedicated and Expedited segments are growing, and we see resilient demand for our services.

We continue to remain focused on positioning the Company to execute quickly and gain operating leverage as conditions improve, continuing to capture new dedicated contracts to expand the fleet organically, and evaluating multiple acquisition and investment opportunities.

Our goal remains to grow profitably and generate meaningful returns for our stockholders while providing world-class career opportunities for our team members.

With available borrowing capacity of $90.1 million under our Credit Facility at September 30, 2025 we do not expect to be required to test our fixed charge covenant in the foreseeable future;

Stockholders' equity at September 30, 2025, was $423.7 million;

Tangible book value at September 30, 2025, was $251.2 million.

Our outlook is impacted by both short-term and long-term factors.

The reasons include expected lower profits from our minority investment in TEL attributable to credit losses in their small-carrier customer base, the impact of the U.S.

government shutdown on our Department of Defense business, an expected increase in claims accruals, and loss of a large Managed Freight customer rolling off faster than the ramp up of a brokerage opportunity.

These negative factors are expected to more than outweigh our current expectation of a modest peak season boost to Expedited and Managed Freight.

Over the intermediate to long term, capacity exits seem to be accelerating based on publicly announced bankruptcies of small carriers and our observation of TEL’s customer base, as well as increased enforcement of government policies.

In addition, there are potential demand drivers from unwinding excess inventories from import pull-forwards, tax and monetary policies, and clarification of trade policy.

We have internal plans and opportunities to continue to grow certain dedicated and warehouse business that has the potential to yield acceptable margins and hold or downsize our other Truckload capacity until returns improve.

To the extent we downsize capacity, we may experience severance, equipment disposal, and other costs that create uneven results in a given quarter but are expected to lead to stronger and more sustained results over time.

In sum, we expect improving market conditions and our internal plan to produce operating leverage and higher earnings and return on capital over time, although individual quarters may be volatile.

With an experienced team, an attractive business mix, and a disciplined approach to capital allocation, we believe Covenant is well-positioned for the future.

Non-GAAP Reconciliation

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Operating Ratio

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

GAAP Operating Ratio:

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Transaction costs

Employee separation costs

Lease abandonment and customer exit costs

Abandonment of long-lived software

Adjusted operating income

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Revenue Equipment

At June 30, 2025, we operated 2,401 tractors and 6,639 trailers.

At September 30, 2025, we operated 2,434 tractors and 6,851 trailers.

Of such tractors, 2,317 were owned, 10 were financed under finance or operating leases, and 107 tractors were provided by independent contractors, who own and drive their own tractors.

Of such trailers, 6,070 were owned and 781 were held under finance or operating leases.

At June 30, 2025, our fleet had an average tractor age of 1.8 years and an average trailer age of 5.8 years.

At September 30, 2025, our fleet had an average tractor age of 1.9 years and an average trailer age of 5.8 years.

Due to an administrative error in the third quarter earnings release, the number of tractors at September 30, 2025, was reported as 1,487 tractors, instead of 2,434 tractors.

The weighted average tractors for the period ended September 30, 2025 was correctly reported in the earnings release as 2,400 tractors.

Independent contractors provide a tractor and a driver and are responsible for all operating expenses in exchange for a fixed payment per mile, such that we do not have the capital outlay of purchasing or leasing the tractor.

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RESULTS OF CONSOLIDATED OPERATIONS

COMPARISON OF three and six months ended June 30, 2025 TO three and six months ended June 30, 2024

COMPARISON OF three and nine months ended September 30, 2025 TO three and nine months ended September 30, 2024

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):

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Freight revenue

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Total revenue

The increase in total revenue for the three months ended June 30, 2025 compared to 2024 primarily resulted from a $17.2 million, $8.3 million, and $0.1 million increase in Managed Freight, Dedicated, and Warehousing freight revenue, respectively, partially offset by a $5.7 million decrease in Expedited freight revenue as well as a $4.7 million decrease in fuel surcharge revenue.

The increase in total revenue for the six months ended June 30, 2025 compared to the 2024 period primarily resulted from a $17.2 million and $8.3 million increase in Dedicated and Managed Freight freight revenue, respectively, partially offset by a $5.7 million and $1.6 million decrease in Expedited and Warehousing freight revenue, respectively, as well as a $9.6 million decrease in fuel surcharge revenue.

The increase in total revenue for the three months ended September 30, 2025 compared to 2024 primarily resulted from an $8.9 million and $8.8 million increase in freight revenue for Dedicated and Managed Freight, respectively, partially offset by a $7.2 million and $0.4 million decrease in freight revenue for Expedited and Warehousing, respectively, as well as a $1.2 million decrease in fuel surcharge revenue.

The increase in total revenue for the nine months ended September 30, 2025 compared to the 2024 period primarily resulted from a $26.7 million and $20.0 million increase in freight revenue for Dedicated and Managed Freight, respectively, partially offset by a $19.2 million and $1.7 million decrease in freight revenue for Expedited and Warehousing, respectively, as well as a $10.8 million decrease in fuel surcharge revenue.

See results of reportable segment operations section for discussion of fluctuations.

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Salaries, wages, and related expenses

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% of freight revenue

Salaries, wages, and related expenses for the three and six months ended June 30, 2025, increased on a dollars basis and, with respect to the six months as a percentage of total revenue and freight revenue, primarily as a result of increased salaries, wages, and benefits due to pay increases since the prior period as well as averaging more drivers and tractors due to growth in our Dedicated reportable segment, resulting in higher driver salaries, wages, and benefits.

As a percentage of total revenue and freight revenue for the three months ended June 30, 2025, salaries, wages, and related expenses decreased as the foregoing factors increasing these expenses were offset by a lower percentage of revenue from Expedited, where we have driver pay, and a higher percentage of revenue from Managed Freight, where we don't have driver pay.

Salaries, wages, and related expenses decreased for the three months ended September 30, 2025 compared to the same 2024 period primarily as a result of decreased workers' compensation and group health expenses partially offset by an increase in the use of third party contractors.

For the nine months ended September 30, 2025 compared to the same 2024 period this category increased due to pay increases since the prior period as well as averaging more drivers and tractors due to growth in our Dedicated reportable segment, resulting in higher driver salaries, wages, and benefits.

As a percentage of freight revenue for the nine months ended September 30, 2025, salaries, wages, and related expenses decreased as the foregoing factors increasing these expenses were offset by a lower percentage of revenue from Expedited, where we have driver pay, and a higher percentage of revenue from Managed Freight, where we don't have driver pay.

We believe driver and non-driver, including shop technicians, pay and benefits will continue to increase as the result of wage inflation, higher healthcare costs, and, in certain periods, increased incentive compensation due to better performance.

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

% of total revenue

% of freight revenue

The decreases in total fuel expense are primarily related to lower fuel prices for three and six months ended June 30, 2025 and a 4.0% and 4.5% decrease, respectively, in total miles compared to the 2024 periods.

The increase in total fuel expense for the three months ended September 30, 2025 is primarily related to higher fuel prices partially offset by a 1.6% decrease in total miles compared to the 2024 period.

The decrease in total fuel expense for the nine months ended September 30, 2025 is primarily related to a 3.6% decrease in total miles compared to the 2024 period, partially offset by higher fuel prices.

We receive a fuel surcharge on our loaded miles from most shippers;

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In periods of declining prices, the opposite is true.

Fuel prices as measured by the DOE wer e $0.12 per g allon, or 3.3%, lower for the quarter ended June 30, 2025 compared with the same quarter in 2024.

Fuel prices as measured by the DOE wer e $0.19 per g allon, or 5.3%, higher for the quarter ended September 30, 2025 compared with the same quarter in 2024.

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.

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Total fuel surcharge

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Operations and maintenance

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% of freight revenue

The increases in operations and maintenance for the three and six months ended June 30, 2025 were primarily the result of high demands on equipment as we grow our fleet into niche service areas, including more equipment damage than was experienced in the prior year periods.

The increases in operations and maintenance for the three and nine months ended September 30, 2025 were primarily the result of high demands on equipment as we grow our fleet into niche service areas, including more equipment damage than was experienced in the prior year periods.

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.

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Revenue equipment rentals and purchased transportation

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% of freight revenue

The increases in revenue equipment rentals and purchased transportation for the three and six months ended June 30, 2025 were primarily the result of an increase in purchased transportation costs related to new business awarded to the Managed Freight reportable segment during the year that surged during the current quarter.

The increases for the six months ended June 30, 2025 were partially offset by a first quarter $7.6 million decrease in purchased transportation costs due to the decline in the spot market that primarily affected the Managed Freight reportable segment.

Additionally, total miles run by independent contractors decreased from 8.3% and 8.4% for the three and six months ended June 30, 2024, respectively, to 7.1% and 7.0% for the same 2025 periods, respectively.

The increases in revenue equipment rentals and purchased transportation for the three and nine months ended September 30, 2025 were primarily the result of an increase in purchased transportation costs related to new business awarded to the Managed Freight reportable segment during the year.

The increases for the nine months ended September 30, 2025 were partially offset by a first quarter $7.6 million decrease in purchased transportation costs due to the decline in the spot market that primarily affected the Managed Freight reportable segment.

Additionally, total miles run by independent contractors decreased from 7.9% and 8.2% for the three and nine months ended September 30, 2025, respectively, to 7.7% and 7.2% for the same 2025 periods, respectively.

We expect purchased transportation to fluctuate as volumes in our Managed Freight reportable segment may be volatile.

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Operating taxes and licenses

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Insurance and claims

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% of freight revenue

On a cents per mile basis, insurance and claims increased to 25.1 cents per mile and 24.4 cents per mile for the three and six months ended June 30, 2025, respectively, compared to 23.9 cents per mile and 23.4 cents per mile the 2024 periods, respectively, primarily due to relatively flat insurance and claims expense being spread over decreased miles compared to the same 2024 periods.

On a cents per mile basis, insurance and claims increased to 20.9 cents per mile and 23.2 cents per mile for the three and nine months ended September 30, 2025, respectively, compared to 17.4 cents per mile and 21.3 cents per mile the 2024 periods, respectively, primarily due to increased insurance and claims expense being spread over decreased miles compared to the same 2024 periods.

Miles decreased primarily due to the combination of weather and avian influenza.

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 insurance coverage at various levels of our insurance tower.

If that occurs, we will be operating with less liability insurance coverage at various levels of our insurance tower and may incur additional premiums.

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 based on claims expense.

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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.

During the three months ended June 30, 2025, a third-party trucking company hauling a load brokered by us was involved in an accident that resulted in multiple fatalities.

The nature and extent of our potential liability, if any, relating to the accident remains uncertain.

We expect insurance and claims expense to continue to be volatile over the long-term and in the second half of 2025 to increase compared to that of 2024.

We expect insurance and claims expense to continue to be volatile over the long-term.

Based on adverse claims development after September 30, 2025, through the date of this report, management anticipates the insurance and claims accrual rate experienced for each of the first three quarters of 2025 will be increased by an additional by $4.0 million to $9.0 million in the fourth quarter of 2025.

To the extend damages awarded against us for any claims exceed our coverage limits, involve significant aggregate use of our self-insured retention amounts, or cause increases in our insurance premiums, our insurance and claims expense would be volatile and increase.

Any resulting increases in such expenses could have a materially adverse effect on our business, results of operations, financial condition, or liquidity.

For additional details regarding our claims accruals, see Note 9, "Commitments and Contingencies" of the accompanying condensed consolidated financial statements.

Communications and utilities

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Communications and utilities

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

General supplies and expenses

1 unchanged sentence

% of freight revenue

The change in general supplies and expenses for the three months ended June 30, 2025 was insignificant both as a percentage of total revenue and freight revenue.

For the six months ended June 30, 2025 general supplies and expenses decreased as the result of the $1.4 million increase in the fair value of the contingent consideration recognized during the 2025 period compared to an increase of $8.8 million recognized during the 2024 period.

For the three months ended September 30, 2025 general supplies and expenses increased as a result of the abandonment of certain systems that are no longer being used.

For the nine months ended September 30, 2025 general supplies and expenses decreased as the result of the $2.1 million increase in the fair value of the contingent consideration recognized during the 2025 period compared to an increase of $9.0 million recognized during the 2024 period.

Depreciation and amortization

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Depreciation and amortization

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Depreciation and amortization consists primarily of depreciation of tractors, trailers, and other capital assets, as well as amortization of intangible assets.

Depreciation expense increased $0.6 million and $1.3 million to $20.4 million and $39.8 million for the three and six months ended June 30, 2025 , respectively, compared to $19.7 million and $38.5 million in the same 2024 periods, respectively.

Amortization of intangible assets was $2.8 million and $5.1 million for each of the three and six months ended June 30, 2025 , respectively, compared to $2.4 million and $4.7 million for the same 2024 periods, respectively.

The increase for the three and six months ended June 30, 2025 is due to the amortization of the intangible asset related to the Asset Acquisition.

Depreciation expense increased $1.4 million and $2.8 million to $20.3 million and $60.1 million for the three and nine months ended September 30, 2025 , respectively, compared to $18.8 million and $57.3 million in the same 2024 periods, respectively.

Amortization of intangible assets was $2.7 million and $7.8 million for each of the three and nine months ended September 30, 2025 , respectively, compared to $2.4 million and $7.1 million for the same 2024 periods, respectively.

The increase for the three and nine months ended September 30, 2025 is due to the amortization of the intangible asset related to the Asset Acquisition.

We expect depreciation and amortization to remain relatively similar for the remainder of 2025, however, 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.

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Additionally, growth in our Expedited or Dedicated reportable segments could also increase depreciation and amortization going forward.

Loss on disposition of property and equipment, net

Gain on disposition of property and equipment, net

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Loss on disposition of property and equipment, net

1 unchanged sentence

% of freight revenue

For the periods presented, the decrease in loss on disposition of property and equipment, net for the three and six months ended June 30, 2025, was insignificant both as a percentage of total revenue and freight revenue.

For the periods presented, the change in disposition of property and equipment, net for the three and nine months ended September 30, 2025 were insignificant both as a percentage of total revenue and freight revenue.

Interest expense, net

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Interest expense, net

1 unchanged sentence

% of freight revenue

The decreases in interest expense for the three and six months ended June 30, 2025 were primarily due to averaging less debt outstanding as compared to the same 2024 periods.

For the periods presented, the change in interest expense were insignificant both as a percentage of total revenue and freight revenue.

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.

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Income from equity method investment

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 change in TEL's contribution to our results for the three and six months ended June 30, 2025 was insignificant for the periods presented.

The change in TEL's contribution to our results for the three and nine months ended September 30, 2025 was insignificant for the periods presented.

For the remainder of 2025, we expect to see a decline in TEL's earnings sequentially as the result of customer bankruptcies that have accelerated over the past twelve months.

Income tax expense

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Income tax expense

1 unchanged sentence

% of freight revenue

The change in income tax expense for the three and six months ended June 30, 2025 was the result of a $2.5 million decrease and a $1.4 million increase in pre-tax income compared to the same 2024 periods.

The change in income tax expense for the three and nine months ended September 30, 2025 was the result of a $9.0 million decrease and a $7.6 million increase in pre-tax income compared to the same 2024 periods.

The changes in pre-tax income resulted from the aforementioned changes in operating income and earnings on investment in TEL.

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We have four reportable segments, Expedited, Dedicated, Managed Freight, and Warehousing, each as described above.

COMPARISON O F three and six months ended June 30, 2025 TO three and six months ended June 30, 2024

COMPARISON O F three and nine months ended September 30, 2025 TO three and nine months ended September 30, 2024

The following table summarizes revenue and segment operating income data by reportable segment:

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Managed Freight

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Segment operating income excludes indirect costs not directly attributable to any one reportable segment, amortization of intangible assets, and contingent consideration liability adjustments to match the information our CODM uses to evaluate the operating results of our reportable segments.

The decrease in Expedited revenue for the three months ended June 30, 2025 relates to a decrease in average freight revenue per tractor per week of 1.0%, and a $5.0 million decrease in fuel surcharge revenue compared to the 2024 quarter.

The decrease in average freight revenue per tractor per week for the quarter ended June 30, 2025 is the result of a 3.5% decrease in average miles per unit partially offset by a 5.0 cents per mile (or 2.4%) increase in average rate per total mile as compared to the 2024 quarter.

Expedited team-driven tractors averaged 806 and 845 tractors in the second quarter of 2025 and 2024, respectively.

For the six months ended June 30, 2025, the decrease in Expedited revenue relates to a decrease in average freight revenue per tractor per week of 1.0%, and a $9.5 million decrease in fuel surcharge revenue compared to the same 2024 period.

The decrease in average freight revenue per tractor per week for the six months ended June 30, 2025 is the result of a 3.7% decrease in average miles per unit partially offset by a 4.0 cents per mile (or 1.9%) increase in average rate per total mile compared to the same 2024 period.

Expedited team-driven tractors averaged 801 and 844 for the six months ended June 30, 2025 and 2024, respectively.

The increase in Dedicated revenue for the three months ended June 30, 2025 relates to a 162, or 11.7% average tractor increase partially offset by a decrease in average freight revenue per tractor per week of 1.4% compared to the 2024 quarter.

The decrease in average freight revenue per tractor per week was the result of a 7.7% decrease in average miles per unit partially offset by a 20.0 cents per mile (or 7.0%) increase in average rate per total mile and compared to the 2024 quarter.

For the six months ended June 30, 2025, the increase in Dedicated revenue relates to a 187 (or 14.1%) average tractor increase partially offset by a decrease in average freight revenue per tractor per week of 1.7% compared to the same 2024 period.

The decrease in average freight revenue per tractor per week for the six months ended June 30, 2025 is the result of a 10.5% decrease in average miles per unit partially offset by a 26.0 cents per mile (or 9.2%) increase in average rate per total mile compared to the same 2024 period.

For the three and six months ended June 30, 2025, Managed Freight total revenue increased primarily as a result of new business awarded during the year that surged during the three months ended June 30, 2025 as well as the team's effort to identify and execute on overflow capacity for our Expedited reportable segment.

In July 2025, we experienced the departure of a key customer of Managed Freight, which we expect will significantly decrease revenue for Managed Freight during the third and fourth quarters of 2025, when compared to the second quarter of 2025.

For the three and six months ended June 30, 2025, Warehousing total revenue remained relatively even compared to the 2024 periods.

The decrease in Expedited segment operating income for the three and six months ended June 30, 2025 was primarily the result of the aforementioned decrease in revenue partially offset by a decrease in Expedited segment operating expenses.

The decrease in Expedited segment operating expenses for the three months ended June 30, 2025 was primarily the result of decreases in salaries, wages, and benefits for our professional drivers and fuel expense as a compared to the same 2024 period as a result of fewer average miles per unit and a decrease in the average number of Expedited team-driven tractors.

The decrease in Expedited revenue for the three months ended September 30, 2025 relates to a decrease in average freight revenue per tractor per week of 5.0%, and a $2.5 million decrease in fuel surcharge revenue compared to the 2024 quarter.

The decrease in average freight revenue per tractor per week for the quarter ended September 30, 2025 is the result of a 5.4% decrease in average miles per unit partially offset by a 1.0 cents per mile (or 0.5%) increase in average rate per total mile as compared to the 2024 quarter.

Expedited team-driven tractors averaged 781 and 823 tractors in the third quarter of 2025 and 2024, respectively.

For the nine months ended September 30, 2025, the decrease in Expedited revenue relates to a decrease in average freight revenue per tractor per week of 2.3%, and a $12.0 million decrease in fuel surcharge revenue compared to the same 2024 period.

The decrease in average freight revenue per tractor per week for the nine months ended September 30, 2025 is the result of a 4.2% decrease in average miles per unit partially offset by a 3.0 cents per mile (or 1.4%) increase in average rate per total mile compared to the same 2024 period.

Expedited team-driven tractors averaged 794 and 801 for the nine months ended September 30, 2025 and 2024, respectively.

The increase in Dedicated revenue for the three months ended September 30, 2025 relates to a 136, or 9.7% average tractor increase and an increase in average freight revenue per tractor per week of 1.0% compared to the 2024 quarter.

The increase in average freight revenue per tractor per week was the result of a 20.0 cents per mile (or 7.0%) increase in average rate per total mile partially offset by a 5.7% decrease in average miles per unit compared to the 2024 quarter.

For the nine months ended September 30, 2025, the increase in Dedicated revenue relates to a 170 (or 12.6%) average tractor increase partially offset by a decrease in average freight revenue per tractor per week of 0.8% compared to the same 2024 period.

The decrease in average freight revenue per tractor per week for the nine months ended September 30, 2025 is the result of a 8.9% decrease in average miles per unit partially offset by a 24.0 cents per mile (or 8.5%) increase in average rate per total mile compared to the same 2024 period.

For the three and nine months ended September 30, 2025, Managed Freight total revenue increased primarily as a result of new business awarded during the year but that will not continue into the fourth quarter as well as the team's effort to identify and execute on overflow capacity for our Expedited reportable segment.

In July 2025, we experienced the departure of a key customer of Managed Freight, which we expect will significantly decrease revenue for Managed Freight during the fourth quarter of 2025, when compared to the third quarter of 2025.

For the three and nine months ended September 30, 2025, Warehousing total revenue remained relatively even compared to the 2024 periods.

The decrease in Expedited segment operating income for the three and nine months ended September 30, 2025 was primarily the result of the aforementioned decrease in revenue partially offset by a decrease in Expedited segment operating expenses.

The decrease in Expedited segment operating expenses for the three and nine months ended September 30, 2025 was primarily the result of decreases in salaries, wages, and benefits for our professional drivers and fuel expense as compared to the same 2024 periods as a result of fewer average miles per unit and a decrease in the average number of Expedited team-driven tractors.

Going forward, our focus in Expedited will be on improving margins through rate increases, exiting less profitable business, and adding more profitable business.

The decrease in Dedicated segment operating income for the three and six months ended June 30, 2025 was primarily the result of an increase in Dedicated segment operating expenses, partially offset by the aforementioned increase in revenue.

The increase in Dedicated segment operating expenses for the three and six months ended June 30, 2025 , was primarily the result of increased salaries, wages, and benefits for our professional drivers, operations and maintenance costs, purchase transportation, insurance costs, and depreciation expense as a result of growth and increased equipment costs, since the 2024 periods.

The decrease in Dedicated segment operating income for the three and nine months ended September 30, 2025 was primarily the result of an increase in Dedicated segment operating expenses, partially offset by the aforementioned increase in revenue.

The increase in Dedicated segment operating expenses for the three and nine months ended September 30, 2025 , was primarily the result of increased salaries, wages, and benefits for our professional drivers, operations and maintenance costs, purchase transportation, insurance costs, and depreciation expense as a result of growth and increased equipment costs, since the 2024 periods.

Going forward, we remain focused on our strategy of growing our dedicated fleet, specifically in areas that provide value-added services for customers.

We believe that if we are successful in providing best in class service and controlling our costs, growth and improved profitability will result.

The increase in segment operating income for Managed Freight for the three and six months ended June 30, 2025 was primarily the result of the aforementioned increases in Managed Freight Revenue partially offset by an increase in Managed Freight segment operating expenses.

The increase in Managed Freight segment operating expenses for the three and six months ended June 30, 2025 was primarily the result of the increases in revenue driving increases in variable expenses, primarily purchased transportation.

Going forward, we seek to grow Managed Freight with profitable revenue from new customers (including to replace the key customer we lost in July 2025), work closely with our asset-based segments to capitalize on overflow opportunities when available, and optimize costs to yield longer-term margin goals in the mid-single digits, which will generate an acceptable return on capital given the asset light nature of the business.

The decrease in segment operating income for Warehousing for the three and six months ended June 30, 2025 is the combination of facility related cost increases for which we have not yet negotiated rate increases with our customers and startup-related costs and inefficiencies related to new business.

The increase in segment operating income for Managed Freight for the three and nine months ended September 30, 2025 was primarily the result of the aforementioned increases in Managed Freight Revenue partially offset by an increase in Managed Freight segment operating expenses.

The increase in Managed Freight segment operating expenses for the three and nine months ended September 30, 2025 was primarily the result of the increases in revenue driving increases in variable expenses, primarily purchased transportation.

Going forward, we seek to grow Managed Freight with profitable revenue from new customers from organic initiatives and an acquisition (including to replace the key customer we lost in July 2025), work closely with our asset-based segments to capitalize on overflow opportunities when available, and optimize costs to yield longer-term margin goals in the mid-single digits, which will generate an acceptable return on capital given the asset light nature of the business.

The decrease in segment operating income for Warehousing for the three and nine months ended September 30, 2025 is the combination of facility related cost increases for which we have not yet negotiated rate increases with our customers and startup-related costs and inefficiencies related to new business.

In the fourth quarter, we are anticipating growth in this segment from a large new facility start up with an existing customer scheduled to begin in November 2025.

Going forward, we intend to improve upon the margin within this segment through a combination of rate increases and cost reductions.

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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 $16.7 million and $32.6 million at June 30, 2025 and December 31, 2024, respectively.

We had working capital (total current assets less total current liabilities) of $2.1 million and $32.6 million at September 30, 2025 and December 31, 2024, 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 1.8 years at June 30, 2025, 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.

With an average tractor fleet age of 1.9 years at September 30, 2025, 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 June 30, 2025 and December 31, 2024 we had $308.8 million and $296.9 million in debt and lease obligations, respectively, consisting of the following:

$24.6 million and no outstanding borrowings under the Credit Facility;

No outstanding borrowings under the Draw Note, which expires on September 23, 2025;

As of September 30, 2025 and December 31, 2024 we had $309.1 million and $296.9 million in debt and lease obligations, respectively, consisting of the following:

No outstanding borrowings under the Credit Facility;

No outstanding borrowings under the Draw Note, which expired on September 23, 2025;

$250.8 million and $233.5 million in revenue equipment installment notes, respectively;

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$38.1 million and $41.7 million of the operating lease obligations, respectively.

The decrease in revenue equipment installment notes is primarily due to scheduled repayments.

As of June 30, 2025, we had $24.6 borrowings outstanding, undrawn letters of credit outstanding of approximately $19.9 million, and available borrowing capacity of $65.5 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.

The increase in revenue equipment installment notes is primarily due to additional borrowings related to our trade cycle.

As of September 30, 2025, we had no borrowings outstanding, undrawn letters of credit outstanding of approximately $19.9 million, and available borrowing capacity of $90.1 million under the Credit Facility.

Additionally, the Draw Note from Triumph which was available solely to fund any indemnification owed to Triumph in relation to the TFS Settlement expired on September 23, 2025.

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 six months ended June 30, 2025 totaled $52.8 million of expenditures, as compared to $54.8 million of expenditures for the prior year period.

During the six months ended June 30, 2025, we took delivery of approximately 385 new tractors and 425 new trailers, while disposing of approximately 193 used tractors and 242 used trailers.

Our net capital expenditures for the nine months ended September 30, 2025 totaled $88.4 million of expenditures, as compared to $103.7 million of expenditures for the prior year period.

During the nine months ended September 30, 2025, we took delivery of approximately 482 new tractors and 712 new trailers, while disposing of approximately 392 used tractors and 296 used trailers.

Our current fleet plan for the remainder of 2025 includes the delivery of an additional 29 new company replacement tractors and 183 additional new trailers.

Net losses on disposal of equipment and real estate in the six months ended June 30, 2025 were $0.6 million compared to $1.5 million.

For the balance of 2025, our baseline expectation for net capital expenditures is $50.0 million to $60.0 million, which is more than originally anticipated as a result of growth expected in our Dedicated fleet.

Net losses on disposal of equipment and real estate in the nine months ended September 30, 2025 were $0.1 million compared to $1.8 million.

For the balance of 2025, our baseline expectation for net capital expenditures is $15.0 million to $20.0 million.

Our expected capital expenditures are subject to change based on growth opportunities in our Dedicated fleet and the potential impacts of tariffs during the year.

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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 $3.7 million to stockholders in the first six months of 2025 through dividends.

We distributed a total of $5.4 million to stockholders in the first nine months of 2025 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.

Net cash flows provided by operating activities increased to $46.7 million for the six months ended June 30, 2025, compared to $44.1 million for the same 2024 period primarily due to the $1.5 million return on investment from our equity method investee during the 2025 period.

Net cash flows used by investing activities were $53.5 million for the six months ended June 30, 2025, compared to $86.5 million used in the same 2024 period.

The decrease in net cash flows used by investing activities was primarily due the timing of our trade cycle whereby we took delivery of approximately 385 new tractors and 425 new trailers, while disposing of approximately 193 used tractors and 242 used trailers during the 2025 period compared to delivery of 464 new tractors and 534 new trailers, while disposing of approximately 567 used tractors and 204 used trailers in the same 2024 period as well as the $4.6 million payment related to the acquisition of LTST and our Section 338(h)(10) election during the 2024 period.

Net cash flows provided by operating activities decreased to $88.1 million for the nine months ended September 30, 2025, compared to $100.9 million for the same 2024 period.

Changes in operating assets and liabilities used $3.7 million and provided $6.2 million during the nine months ended September 30, 2025 and 2024, respectively.

Additionally net income decreased to $25.5 million for the nine months ended September 30, 2025, compared to $29.2 million for the same 2024 period.

Net cash flows used in investing activities were $89.2 million for the nine months ended September 30, 2025, compared to $104.2 million used in the same 2024 period.

The decrease in net cash flows used in investing activities was primarily due the timing of our trade cycle whereby we took delivery of approximately 482 new tractors and 712 new trailers, while disposing of approximately 392 used tractors and 296 used trailers during the 2025 period compared to delivery of 691 new tractors and 757 new trailers, while disposing of approximately 791 used tractors and 319 used trailers in the same 2024 period as well as the $4.6 million payment related to the acquisition of LTST and our Section 338(h)(10) election during the 2024 period.

These decreases were partially offset by the acquisition of a customer relationship during the 2025 period as part of the Asset Acquisition.

Net cash flows used by financing activities were approximately $28.7 million for the six months ended June 30, 2025, compared to $41.4 million provided in the same 2024 period.

The increase in net cash flows used by financing activities was primarily a function of $35.6 million of net common stock repurchases (inclusive of excise tax) partially offset by net proceeds relating to our notes payable and our Credit Facility of $14.0 million in the 2025 period compared to net proceeds of $50.0 million in the 2024 period.

Net cash flows provided by operating activities and provided by financing activities in the 2025 period also included payment of $8.0 million and $4.5 million, respectively, of contingent consideration liabilities related to the acquisition of LTST.

Net cash flows used in financing activities were approximately $31.9 million for the nine months ended September 30, 2025, compared to $36.1 million provided in the same 2024 period.

The increase in net cash flows used in financing activities was primarily a function of $36.6 million of net common stock repurchases (inclusive of excise tax) in the 2025 period, as well as net proceeds relating to our notes payable and our Credit Facility of $16.3 million in the 2025 period compared to net proceeds of $47.3 million in the 2024 period.

Net cash flows provided by operating activities and used in financing activities in the 2025 period also included payment of $8.0 million and $4.5 million, respectively, of contingent consideration liabilities related to the acquisition of LTST.

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.

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The stock repurchase program does not obligate the Company to repurchase any specific number of shares, and the Company may suspend or terminate the program at any time without prior notice.

During the three months ended June 30, 2025, we repurchased approximately 1.6 million shares of our class A common stock for $35.2 million (excluding excise tax).

During the nine months ended

September 30, 2025, we repurchased approximately 1.6 million shares of our class A common stock for $36.2 million (excluding excise tax).

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.

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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 six months ended June 30, 2025, 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, 2024.

There have been no material changes to our most critical accounting policies and estimates during the three and nine months ended September 30, 2025, 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, 2024.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis