What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-07 compared with 2026-05-08 · 310 added, 161 removed, 431 unchanged (52% of the section changed)

47 unchanged sentences

467,241 487,428

COMMITMENTS AND CONTINGENCIES (Note L)

STOCKHOLDERS' EQUITY

2 unchanged sentences

22,398,415 and 22,377,606 shares issued;

20,943,237 and 20,926,020 shares outstanding at March 31, 2026 and December 31, 2025, respectively

20,942,257 and 20,926,020 shares outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

1 unchanged sentence

Treasury stock, at cost;

1,452,757 and 1,451,586 shares at March 31, 2026 and December 31, 2025, respectively

1,456,158 and 1,451,586 shares at June 30, 2026 and December 31, 2025, respectively

( 28,972 ) ( 28,924 )

10 unchanged sentences

Three Months Ended

Six Months Ended

OPERATING REVENUES:

Revenue, before fuel surcharge

$ 136,894 $ 133,806 $ 259,556 $ 270,506

Fuel surcharge

27,758 17,328 46,976 35,969

Total operating revenues

164,652 151,134 306,532 306,475

OPERATING EXPENSES AND COSTS:

Salaries, wages and benefits

41,351 40,851 80,433 81,665

Operating supplies and expenses

36,516 29,028 67,062 60,413

Rent and purchased transportation

64,645 64,866 121,249 127,838

19,337 21,719 38,581 44,315

Insurance and claims

8,738 5,167 13,946 9,948

5,029 4,986 11,642 9,985

Gain on sale or disposition of assets

( 556 ) ( 4,414 ) ( 15,702 ) ( 7,428 )

Total operating expenses and costs

175,060 162,203 317,211 326,736

OPERATING LOSS

( 10,408 ) ( 11,069 ) ( 10,679 ) ( 20,261 )

NON-OPERATING INCOME

5,078 2,263 9,875 4,749

INTEREST EXPENSE

( 4,615 ) ( 4,032 ) ( 9,151 ) ( 8,075 )

LOSS BEFORE INCOME TAXES

FEDERAL AND STATE INCOME TAX BENEFIT:

Total federal and state income tax benefit

( 9,945 ) ( 12,838 ) ( 9,955 ) ( 23,587 )

FEDERAL AND STATE INCOME TAX (BENEFIT)/EXPENSE:

445 ( 3,758 ) 445 4,940

( 2,946 ) 547 ( 2,948 ) ( 10,757 )

Total federal and state income tax (benefit)/expense

( 2,501 ) ( 3,211 ) ( 2,503 ) ( 5,817 )

$ ( 7,444 ) $ ( 9,627 ) $ ( 7,452 ) $ ( 17,770 )

LOSS PER COMMON SHARE:

$ ( 0.36 ) $ ( 0.46 ) $ ( 0.36 ) $ ( 0.83 )

AVERAGE COMMON SHARES OUTSTANDING:

20,943 21,095 20,940 21,498

See notes to condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

OPERATING ACTIVITIES:

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

$ ( 7,452 ) $ ( 17,770 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

38,581 44,315

Bad debt expense

Stock compensation-net of excess tax benefits

Provision for deferred income tax benefit

Recognized gain on marketable equity securities

Provision for deferred income taxes

( 2,948 ) ( 10,757 )

Gain on marketable equity securities

( 8,602 ) ( 2,371 )

Gain on sale or disposition of assets

( 15,702 ) ( 7,428 )

Changes in operating assets and liabilities:

Accounts receivable

( 19,819 ) 3,623

Prepaid expenses, deposits, inventories, and other assets

Income taxes refundable

Income taxes payable

Trade accounts payable

6,732 ( 382 )

Accrued expenses and other liabilities

Net cash (used for) provided by operating activities

( 10,637 ) 739

Net cash (used in) provided by operating activities

( 16,709 ) 17,206

INVESTING ACTIVITIES:

Purchases of property and equipment

Sales of equity investments

Purchases of equity investments/return of capital

Proceeds from disposition of equipment

( 18,758 ) ( 18,149 )

Proceeds from sale or disposition of assets

47,747 29,235

Sales of marketable equity securities

Purchases of marketable equity securities

Net cash provided by investing activities

FINANCING ACTIVITIES:

Borrowings under line of credit

Repayments under line of credit

Borrowings under lines of credit

337,616 324,864

Repayments under lines of credit

( 337,616 ) ( 324,864 )

Borrowings of long-term debt

Repayments of long-term debt

( 47,614 ) ( 39,801 )

Borrowings under margin account

Repayments under margin account

Repurchases of common stock

Net cash used for financing activities

NET INCREASE/(DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

( 48 ) ( 14,928 )

Net cash used in financing activities

( 47,662 ) ( 24,044 )

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

( 17,024 ) 855

CASH, CASH EQUIVALENTS AND RESTRICTED CASH -Beginning of period

35,234 68,060

CASH, CASH EQUIVALENTS AND RESTRICTED CASH -End of period

$ 18,210 $ 68,915

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the period for:

$ 9,213 $ 7,985

NONCASH INVESTING AND FINANCING ACTIVITIES:

1 unchanged sentence

Purchases of property and equipment utilizing noncash (vendor-direct) financing

$ 46,567 $ 14,452

See notes to condensed consolidated financial statements.

3 unchanged sentences

Shares / Amount

Additional Paid-In Capital

Treasury Stock

Retained Earnings

Paid-In Capital

Balance at January 1, 2026

20,926 $ 224 $ 41,682 $ ( 28,924 ) $ 197,502 $ 210,484

- - - - ( 8 ) ( 8 )

Restricted stock issued

Treasury stock repurchases

( 1 ) - - ( 11 ) - ( 11 )

Restricted stock net settlement

Share-based compensation

- - ( 137 ) - - ( 137 )

Stock based compensation

- - 98 - - 98

Balance at March 31, 2026

20,943 $ 224 $ 41,643 $ ( 28,935 ) $ 197,494 $ 210,426

- - - - ( 7,444 ) ( 7,444 )

Restricted stock issued

Treasury stock repurchases

( 3 ) - - ( 37 ) - ( 37 )

Stock based compensation

- - 145 - - 145

Balance at June 30, 2026

20,942 $ 224 $ 41,788 $ ( 28,972 ) $ 190,050 $ 203,090

Shares / Amount

Additional Paid-In Capital

Treasury Stock

Retained Earnings

Paid-In Capital

Balance at January 1, 2025

21,783 $ 224 $ 41,171 $ ( 13,996 ) $ 250,109 $ 277,508

- - - - ( 8,142 ) ( 8,142 )

Restricted stock issued

Share-based compensation

8 - ( 37 ) - - ( 37 )

Stock based compensation

- - 266 - - 266

Balance at March 31, 2025

21,791 $ 224 $ 41,400 $ ( 13,996 ) $ 241,967 $ 269,595

- - - - ( 9,627 ) ( 9,627 )

Treasury stock repurchases

( 870 ) - - ( 14,928 ) - ( 14,928 )

Restricted stock issued 5 - - - - -

Stock based compensation

- - ( 126 ) - - ( 126 )

Balance at June 30, 2025

20,926 $ 224 $ 41,274 $ ( 28,924 ) $ 232,340 $ 244,914

See notes to condensed consolidated financial statements.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements (unaudited)

March 31, 2026

June 30, 2026

BASIS OF PRESENTATION

5 unchanged sentences

The consolidated balance sheet at December 31, 2025 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

Operating results for the three -month period ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

Operating results for the six -month period ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

For further information, refer to the consolidated financial statements and the footnotes thereto included in the Company’s annual report on Form 10 -K for the year ended December 31, 2025.

6 unchanged sentences

The Company has evaluated the new guidance and does not expect it to have a material impact on its financial condition, results of operations, or cash flows.

The Company considered the applicability and impact of the above-referenced ASU and all other accounting standard updates issued by the Financial Accounting Standards Board to the Accounting Standards Codification (“ASC”) and determined there are not any ASUs that have not already been adopted which require significant consideration for disclosure as of March 31, 2026.

REVENUE RECOGNITION

22 unchanged sentences

For loads picked up during the reporting period, but delivered in a subsequent reporting period, revenue is allocated to each period based on the transit time in each period as a percentage of total transit time.

The contract asset, or the amount of remaining performance obligation relating to loads in process, at March 31, 2026 was $ 3.2 million compared to $ 2.4 million at December 31, 2025.

The contract asset, or the amount of remaining performance obligation relating to loads in process, at June 30, 2026 was $ 3.0 million compared to $ 2.4 million at December 31, 2025.

Recorded contract assets are included in the accounts receivable line item of the balance sheet.

Corresponding liabilities are recorded in the accrued expenses and other liabilities line items for the estimated expenses on these same in-process loads.

The Company had no contract liabilities associated with our operations as of March 31, 2026 and December 31, 2025, respectively.

The Company had no contract liabilities associated with our operations as of June 30, 2026 and December 31, 2025, respectively.

The Company’s contracts with customers generally have original expected durations less than one year.

5 unchanged sentences

The Company’s investments in marketable securities consist of equity securities with readily determinable fair values.

The cost of securities sold is based on the specific identification method, and interest and dividends on securities are included in non-operating income (expense).

The cost of securities sold is based on the specific identification method, and interest and dividends on securities are included in non-operating income.

Marketable equity securities are carried at fair value, with gains and losses in fair market value included in the determination of net income.

The fair value of marketable equity securities is determined based on quoted market prices in active markets, as described in Note J.

The following table sets forth market value, cost, and unrealized gains on equity securities as of March 31, 2026 and December 31, 2025.

March 31, 2026

The following table sets forth market value, cost, and unrealized gains on equity securities as of June 30, 2026 and December 31, 2025.

June 30, 2026

December 31, 2025

1 unchanged sentence

Fair market value

$ 38,732 $ 48,488

18,271 28,211

Unrealized gain

The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities as of March 31, 2026 and December 31, 2025.

March 31, 2026

$ 20,461 $ 20,277

The following table sets forth the gross unrealized gains and losses on the Company’s marketable securities as of June 30, 2026 and December 31, 2025.

June 30, 2026

December 31, 2025

1 unchanged sentence

Gross unrealized gains

$ 20,752 $ 21,362

Gross unrealized losses

( 291 ) ( 1,085 )

Net unrealized gain

The following table shows the Company’s net realized gains during the three months ending on March 31, 2026 and 2025, respectively, on certain marketable equity securities.

Three Months Ended March 31,

$ 20,461 $ 20,277

The following table shows the Company’s net realized gains during the three and six months ending on June 30, 2026 and 2025, respectively, on certain marketable equity securities.

Three Months Ended

Six Months Ended

(in thousands)

Sales proceeds

$ 6,695 $ 742 $ 18,358 $ 743

Cost of securities sold

Realized gains / (losses)

For the quarter ended March 31, 2026, the Company recognized dividends received of approximately $ 426,000 in non-operating income in its condensed consolidated statements of operations.

For the quarter ended March 31, 2025, the Company recognized dividends received of approximately $ 443,000 in non-operating income in its condensed consolidated statements of operations.

3,833 1,030 9,940 1,034

Realized gain/(loss)

$ 2,862 $ ( 288 ) $ 8,418 $ ( 291 )

For the quarter ended June 30, 2026, the Company recognized dividends received of approximately $ 240,000 in non-operating income in its condensed consolidated statements of operations.

For the quarter ended June 30, 2025, the Company recognized dividends received of approximately $ 392,000 in non-operating income in its condensed consolidated statements of operations.

The Company’s equity securities are periodically used as collateral against any outstanding margin account borrowings.

As of March 31, 2026, the Company had no outstanding borrowings under its margin account, which is no change from December 31, 2025, when the Company had no outstanding borrowings under the same account.

As of June 30, 2026, the Company had no outstanding borrowings under its margin account, which is no change from December 31, 2025, when the Company had no outstanding borrowings under the same account.

Margin account borrowings, when utilized, are used for the purchase of marketable equity securities and as a source of short-term liquidity and are included in accrued expenses and other liabilities on our condensed consolidated balance sheets.

Our marketable equity securities portfolio had a net unrealized pre-tax loss in market value of approximately $ 1,626,000 during the first quarter of 2026, and a net unrealized pre-tax gain in market value of approximately $ 1,316,000 during the first quarter of 2025, which were reported as non-operating income in its condensed consolidated statements of operations for the respective periods.

Our marketable equity securities portfolio had a net unrealized pre-tax gain in market value of approximately $ 1,810,000 during the second quarter of 2026, and a net unrealized pre-tax gain in market value of approximately $ 1,058,000 during the second quarter of 2025, which were reported as non-operating income in its condensed consolidated statements of operations for the respective periods.

STOCK-BASED COMPENSATION

4 unchanged sentences

The fair market value is determined by the closing price of the Company’s common stock, on its primary exchange, on the same date that the option or award is granted.

The Company did not grant any shares of common stock during the first three months of 2026.

During the first three months of 2025, the Company granted awards of restricted stock units representing 100,000 shares of common stock to certain key employees under the 2024 Plan.

These stock awards had grant date fair values of $ 16.10 per share, based on the closing price of the Company’s stock on the date of grant.

52,500 of the awarded share units vest on the four -year anniversary date of the award.

The remaining 47,500 of the awarded share units vest on the five -year anniversary date of the award.

During May 2026, the Company granted 2,905 shares of common stock to non-employee directors.

This stock award had a grant date fair value of $ 10.32 per share, based on the closing price of the Company’s stock on the date of grant, and vested immediately.

Prior to the 2024 Plan, the Company maintained the 2014 Amended and Restated Stock Option and Incentive Plan (the “2014 Plan”), which was adopted by the Company’s Board of Directors in March 2014 and approved by the Company’s shareholders in May 2014.

4 unchanged sentences

All outstanding unvested awards granted under the 2014 Plan, however, remain subject to the terms and conditions of the 2014 Plan.

The total grant date fair value of stock vested during the first three months of 2026 was approximately $ 468,000 .

Total pre-tax stock-based compensation expense, recognized in salaries, wages and benefits during the first three months of 2026, was approximately $ 98,000 .

The recognition of stock-based compensation expense did not materially affect basic or diluted earnings per common share (less than $ 0.01 per share) during the first three months of 2026.

As of March 31, 2026, the Company had stock-based compensation plans with total unvested stock-based compensation expense of approximately $ 1,391,000 , which is being amortized on a straight-line basis over the remaining vesting period.

The total grant date fair value of stock vested during the first six months of 2026 was approximately $ 498,000 .

The total pre-tax stock-based compensation expense, recognized in salaries, wages and benefits during the first six months of 2026, was approximately $ 248,000 and includes approximately $ 30,000 recognized as a result of the granting of shares to certain non-employee directors, which vested immediately.

As of June 30, 2026, the Company had stock-based compensation plans with total unvested stock-based compensation expense of approximately $ 1,271,000 , which is being amortized on a straight-line basis over the remaining vesting period.

As a result, the Company expects to recognize approximately $ 241,000 in additional compensation expense related to unvested stock awards during the remainder of 2026 and to recognize approximately $ 454,000 , $ 449,000 , $ 122,000 , and $ 5,000 in additional compensation expense related to unvested stock-based awards during the years 2027, 2028, 2029 and 2030, respectively.

The total grant date fair value of stock vested during the first three months of 2025 was approximately $ 354,000 .

The total pre-tax stock-based compensation expense, recognized in salaries, wages and benefits during the first three months of 2025, was approximately $ 266,000 .

The recognition of stock-based compensation expense decreased both diluted and basic earnings per common share by approximately $ 0.01 during the first three months of 2025.

As of March 31, 2025, the Company had stock-based compensation plans with total unvested stock-based compensation expense of approximately $ 2,659,000 , which was being amortized on a straight-line basis over the remaining vesting period.

A summary of the status of the Company’s non-vested stock-based awards as of March 31, 2026, and changes during the three months ended March 31, 2026, is as follows:

The total grant date fair value of stock vested during the first six months of 2025 was approximately $ 437,000 .

The total pre-tax stock-based compensation expense, recognized in salaries, wages and benefits during the first six months of 2025, was approximately $ 140,000 and included approximately $ 45,000 recognized as a result of the issuance of shares to certain non-employee directors.

The recognition of stock-based compensation expense decreased both diluted and basic earnings per common share by approximately $ 0.01 during the first six months of 2025.

As of June 30, 2025, the Company had stock-based compensation plans with total unvested stock-based compensation expense of approximately $ 1,147,000 , which was being amortized on a straight-line basis over the remaining vesting period.

A summary of the status of the Company’s non-vested stock-based awards as of June 30, 2026, and changes during the six months ended June 30, 2026, is as follows:

Stock-Based Awards

2 unchanged sentences

Non-vested at January 1, 2026

174,105 $ 13.79

Canceled/forfeited/expired

Non-vested at March 31, 2026

( 28,103 ) 16.36

( 32,647 ) 15.26

Non-vested at June 30, 2026

116,260 $ 13.68

SEGMENT INFORMATION

The Company follows the guidance provided by ASC Topic 280, S egment Reporting, in its identification of operating segments.

The Company follows the guidance provided by ASC Topic 280, Segment Reporting, in its identification of operating segments.

The Company has determined that it has a total of two operating segments whose primary operations can be characterized as either Truckload Services or Brokerage and Logistics Services;

4 unchanged sentences

Truckload Services revenues and Brokerage and Logistics Services revenues, each before fuel surcharges, were as follows:

Three Months Ended March 31,

(in thousands, except percentage data)

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Truckload Services revenue

6 unchanged sentences

The table below presents revenues, including fuel surcharges, by geographic area, expressed in both dollars and as a percentage of total revenue.

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands, except percentage data)

8 unchanged sentences

The Company’s stock repurchase program has been extended and expanded several times, most recently in July 2023, when the Board of Directors reauthorized 500,000 shares of common stock for repurchase under the initial September 2011 authorization.

During the three months ended March 31, 2026, the Company repurchased 1,171 shares of its common stock at an aggregate cost of approximately $ 11,300 under this program.

As of March 31, 2026, there remain 472,845 shares of common stock authorized for repurchase under this plan.

During the three months ended June 30, 2026, the Company repurchased 3,401 shares of its common stock at an aggregate cost of approximately $ 37,000 under this program.

As of June 30, 2026, there remain 469,444 shares of common stock authorized for repurchase under this plan.

The Company accounts for treasury stock using the cost method.

As of March 31, 2026, 1,452,757 shares were held in the treasury at an aggregate cost of approximately $ 28,935,000 .

As of June 30, 2026, 1,456,158 shares were held in the treasury at an aggregate cost of approximately $ 28,972,000 .

EARNINGS PER SHARE

4 unchanged sentences

Three Months Ended

Six Months Ended

(in thousands, except per share data)

$ ( 7,444 ) $ ( 9,627 ) $ ( 7,452 ) $ ( 17,770 )

Basic weighted average common shares outstanding

20,943 21,095 20,940 21,498

Dilutive effect of common stock equivalents

Diluted weighted average common shares outstanding

20,943 21,095 20,940 21,498

Basic loss per share

$ ( 0.36 ) $ ( 0.46 ) $ ( 0.36 ) $ ( 0.83 )

Diluted loss per share

$ ( 0.36 ) $ ( 0.46 ) $ ( 0.36 ) $ ( 0.83 )

The Company and its subsidiaries are subject to U.S.

3 unchanged sentences

If negative conditions exist which indicate a valuation allowance might be necessary, consideration is then given to what effect the future reversals of existing taxable temporary differences and the availability of tax strategies might have on future taxable income to determine the amount, if any, of the required valuation allowance.

As of March 31, 2026, management determined that the future reversals of existing taxable temporary differences and available tax strategies would generate sufficient future taxable income to realize its tax assets and therefore a valuation allowance was not necessary.

As of June 30, 2026, management determined that the future reversals of existing taxable temporary differences and available tax strategies would generate sufficient future taxable income to realize its tax assets and therefore a valuation allowance was not necessary.

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the position will be sustained on examination by taxing authorities, based on the technical merits of the position.

As of March 31, 2026, an adjustment to the Company’s condensed consolidated financial statements for uncertain tax positions has not been required as management believes that the Company’s tax positions taken in income tax returns filed or to be filed are supported by clear and unambiguous income tax laws.

As of June 30, 2026, an adjustment to the Company’s condensed consolidated financial statements for uncertain tax positions has not been required as management believes that the Company’s tax positions taken in income tax returns filed or to be filed are supported by clear and unambiguous income tax laws.

The Company recognizes interest and penalties related to uncertain income tax positions, if any, in income tax expense.

During the three months ended March 31, 2026 and 2025, the Company has not recognized or accrued any interest or penalties related to uncertain income tax positions.

The Company’s effective income tax rates were 23.3 % and 24.2 % for the three months ended March 31, 2026 and 2025, respectively.

Our effective tax rate for the three months ended March 31, 2026 differs from amounts computed by applying the United States federal statutory rates to pre-tax income primarily due to state income taxes.

The Company’s income tax provision for interim periods is based on an estimated annual effective tax rate, adjusted for discrete items, if any.

There were no material discrete tax items recorded during the three months ended March 31, 2026.

During the six months ended June 30, 2026 and 2025, the Company has not recognized or accrued any interest or penalties related to uncertain income tax positions.

The Company’s effective income tax rates were 25.1 % and 24.7 % for the six months ended June 30, 2026 and 2025, respectively.

Our effective tax rate for the six months ended June 30, 2026 differs from amounts computed by applying the United States federal statutory rates to pre-tax income primarily due to state income taxes.

FAIR VALUE OF FINANCIAL INSTRUMENTS

11 unchanged sentences

The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

At March 31, 2026, the following items are measured at fair value on a recurring basis:

At June 30, 2026, the following items are measured at fair value on a recurring basis:

(in thousands)

Marketable equity securities

$ 38,732 $ 38,732 - -

The Company’s investments in marketable securities are recorded at fair value based on quoted market prices.

2 unchanged sentences

For long-term debt other than the lines of credit, the fair values are estimated using discounted cash flow analyses, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

The carrying value and estimated fair value of this other long-term debt at March 31, 2026 was as follows:

The carrying value and estimated fair value of this other long-term debt at June 30, 2026 was as follows:

(in thousands)

Long-term debt

$ 332,822 $ 330,687

The Company has not elected the fair value option for any of its financial instruments.

NOTES PAYABLE

During the first three months of 2026, the Company’s subsidiaries entered into installment obligations totaling approximately $ 7.4 million for the purpose of purchasing revenue equipment and other assets.

During the first six months of 2026, the Company’s subsidiaries entered into installment obligations totaling approximately $ 46.6 million for the purpose of purchasing revenue equipment and other assets.

These obligations are payable in monthly installments over a term of 60 months and are recorded in long-term debt and current maturities on the condensed consolidated balance sheets.

5 unchanged sentences

However, if we experience claims that are not covered by our insurance or that exceed our estimated claim reserve, it could increase the volatility of our earnings and have a materially adverse effect on our financial condition, results of operations or cash flows.

As of June 30, 2026, the Company has recorded a liability of $ 3.1 million for specific auto claims that may exceed insurance limits, which is included in accrued expenses and other liabilities in the Consolidated Balance Sheets.

We were previously a defendant in a motor vehicle accident lawsuit filed on January 10, 2025 in the State Court of Gwinnett County, Georgia, arising from a December 29, 2024 accident between a Company tractor-trailer and a passenger vehicle.

During the three months ended March 31, 2026, the Company finalized a settlement agreement with the plaintiff for a total settlement amount of $ 30.0 million, of which $ 26.5 million represents the Company’s net exposure after consideration of applicable insurance coverage.

During the six months ended June 30, 2026, the Company finalized a settlement agreement with the plaintiff for a total settlement amount of $ 30.0 million, of which $ 26.5 million represents the Company’s net exposure after consideration of applicable insurance coverage.

The settlement agreement was executed by all parties on March 30, 2026 and resolves all claims related to this matter.

As of March 31, 2026, the Company has paid $ 1.5 million related to this settlement.

The court dismissed the lawsuit on May 21, 2026.

During the six months ended June 30, 2026, the Company paid $ 16.5 million related to this settlement.

The remaining payments are expected to be made in accordance with the settlement agreement, with approximately $ 3.0 million due during the remainder of 2026 and approximately $ 7.0 million due in 2027.

The Company had previously recorded a liability of $ 26.5 million as of December 31, 2025.

As of March 31, 2026, the remaining liability was $ 25.0 million.

As of June 30, 2026, the remaining liability was $ 10.0 million.

This amount is recorded in accrued expenses and other liabilities on the condensed consolidated balance sheets.

No adjustments to the previously recorded liability were required during the three months ended March 31, 2026.

There is no remaining material exposure related to this matter as of March 31, 2026.

No adjustments to the previously recorded liability were required during the six months ended June 30, 2026.

Accordingly, there is no remaining material exposure related to this matter beyond the unpaid settlement obligation reflected in the Company’s financial statements.

The Company currently leases shop, office and parking spaces in various locations in the United States and Mexico.

6 unchanged sentences

Based on historical experience, the Company does not always extend these leases, sometimes exercises the option to cancel leases early and sometimes lessors choose to cancel leases or not extend.

The Company leases trucks to owner-operators under our lease-to-own program.

Prior to the sale of certain real property located in Laredo, Texas in March 2026, as described in Note O, the Company leased dock space at that facility to a related party.

That lease arrangement terminated in connection with the sale of the property.

In addition to its property leases, the Company leases trucks to independent owner-operators under its lease-to-own program.

Right-of-Use Leases

The Company is party to operating leases which include initial terms ranging from three to ten years and which do not include an option for early cancellation.

In accordance with the provisions of ASC Topic 842, these leases resulted in the recognition of right-of-use assets and corresponding operating lease liabilities, respectively, valued at $ 7.0 million as of March 31, 2026.

These assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date, using the Company’s incremental borrowing rate as of the respective dates of lease inception, as the rate implicit in each lease is not readily determinable.

2 unchanged sentences

While these lease agreements may contain provisions to extend for a period of time after the initial term, the Company is not reasonably certain these extension options will be exercised.

Therefore, potential lease payments that might occur under this extension period are not included in amounts recorded in our condensed consolidated balance sheets as of March 31, 2026.

Scheduled amounts and timing of cash flows arising from operating lease payments at March 31, 2026, are:

Therefore, potential lease payments that might occur under this extension period are not included in amounts recorded in our condensed consolidated balance sheets as of June 30, 2026.

Scheduled amounts and timing of cash flows arising from operating lease payments at June 30, 2026, are:

Maturity of Lease Liabilities

13 unchanged sentences

Weighted-average discount rate for operating leases

No new right-of-use assets were recognized as a non-cash asset addition that resulted from new operating lease liabilities during the three months ended March 31, 2026.

Cash paid for amounts included in the present value of operating lease liabilities was $ 0.2 million during the three months ended March 31, 2026, and is included in operating cash flows within the condensed consolidated statement of cash flows.

No new right-of-use assets were recognized as a non-cash asset addition that resulted from new operating lease liabilities during the three months ended June 30, 2026.

Cash paid for amounts included in the present value of operating lease liabilities was $ 0.4 million during the six months ended June 30, 2026, and is included in operating cash flows within the condensed consolidated statement of cash flows.

Operating Lease Costs

Three Months Ended

Six Months Ended

(in thousands)

$ 185 $ 48 $ 360 $ 48

254 1,085 391 1,864

$ 439 $ 1,133 $ 751 $ 1,912

Lease Revenue

1 unchanged sentence

Three Months Ended

Six Months Ended

(in thousands)

Leased truck revenue (recorded in revenue, before fuel surcharge)

Leased facility space revenue (recorded in non-operating income)

$ 2,293 $ 2,623 $ 4,723 $ 5,228

Leased building space revenue (recorded in non-operating income)

10 209 155 412

Total lease revenue

$ 2,303 $ 2,832 $ 4,878 $ 5,640

The Company has a lease-purchase program whereby we offer independent contractors the opportunity to lease a Company-owned truck.

1 unchanged sentence

Payments under this program are classified in the Company’s financial statements under the consolidated statement of operations category Revenue.

As of March 31, 2026, the gross carrying value of trucks underlying these leases was $ 86.7 million and accumulated depreciation was $ 39.8 million.

As of June 30, 2026, the gross carrying value of trucks underlying these leases was $ 68.4 million and accumulated depreciation was $ 28.4 million.

Depreciation is calculated on a straight-line basis over the estimated useful life of the equipment, down to an estimated salvage value.

1 unchanged sentence

In other cases, where salvage values are not guaranteed, estimates of salvage value are based on the expected market values of equipment at the time of disposal.

During the quarter ended March 31, 2026, the Company incurred $ 2.7 million of depreciation expense for these assets.

During the quarter ended June 30, 2026, the Company incurred $ 1.3 million of depreciation expense for these assets.

Lease Receivables

Future minimum operating lease payments receivable at March 31, 2026:

Future minimum operating lease payments receivable at June 30, 2026:

(in thousands)

2 unchanged sentences

Total future minimum lease payments receivable

RELATED PARTY TRANSACTIONS

In March 2026, the Company sold certain real property located in Laredo, Texas, consisting of land, office space, maintenance shop, and dock facilities, to Crown Enterprises, LLC (the “Buyer”), a related party.

The Buyer is an affiliate of the Company due to common control by a significant shareholder.

The transaction was not part of a broader arrangement and did not include any continuing involvement by the Company.

The Company did not enter into a lease or other ongoing contractual arrangement with the Buyer in connection with the sale.

The property had a carrying value of $ 7.1 million and was sold for $ 19.8 million, resulting in a gain of $ 12.7 million, which is included in “Gain on sale or disposition of assets” within operating expenses in the consolidated statement of operations.

The sales price was based on an independent third -party appraisal.

Cash proceeds from the transaction were $ 13.6 million, reflecting the $ 19.8 million sales price less repayment of approximately $ 6.0 million of outstanding debt secured by the property and transaction costs, which were not material.

The purchase price was paid in cash at closing.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations.

3 unchanged sentences

Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements.

Potential risks and uncertainties include, but are not limited to, excess capacity in the trucking industry;

surplus inventories;

Potential risks and uncertainties include, but are not limited to, increases in compensation for and difficulty in attracting and retaining qualified drivers and owner-operators, including as a result of recent regulatory initiatives impacting driver capacity, to meet available freight demand;

general inflation, recessionary economic cycles and downturns in customers' business cycles;

a significant reduction in or termination of the Company's trucking service by a key customer, including as a result of recent or future labor or international trade disruptions;

a significant reduction in or termination of the Company's trucking service by a key customer, including as a result of labor or international trade disruptions;

increases or rapid fluctuations in fuel prices, interest rates, fuel taxes, tolls, and license and registration fees;

excess capacity in the trucking industry;

surplus inventories;

the resale value of the Company's used equipment;

the price and availability of new equipment consistent with anticipated acquisitions and replacement plans;

increases in compensation for and difficulty in attracting and retaining qualified drivers and owner-operators;

increases in insurance premiums and deductible amounts relating to accident, cargo, workers' compensation, health, and other claims;

28 unchanged sentences

The Company’s chief operating decision maker, the Chief Executive Officer, utilizes the metrics of net income and operating ratio to evaluate company performance and in competitive analysis when comparing to competing companies.

Truckload services revenues, excluding fuel surcharges, represented 63.8% and 67.6% of total revenues, excluding fuel surcharges, for the quarters ended March 31, 2026, and 2025, respectively.

Truckload services revenues, excluding fuel surcharges, represented 62.9% and 69.4% of total revenues, excluding fuel surcharges, for the quarters ended June 30, 2026, and 2025, respectively.

The remaining operating revenues, before fuel surcharges, for the same periods were generated from brokerage and logistics services, representing 37.1% and 30.6%, respectively.

2 unchanged sentences

In discussing our results of operations, we use revenue, before fuel surcharge (and fuel expense, net of fuel surcharge), because management believes that eliminating the impact of this sometimes volatile source of revenue allows a more consistent basis for comparing our results of operations from period to period.

During the three months ended March 31, 2026 and 2025, approximately $19.2 million and $18.6 million, respectively, of the Company’s total revenue was generated from fuel surcharges.

During the three months ended June 30, 2026 and 2025, approximately $27.8 million and $17.3 million, respectively, of the Company’s total revenue was generated from fuel surcharges.

During the six months ended June 30, 2026 and 2025, approximately $47.0 million and $36.0 million, respectively, of the Company’s total revenue was generated from fuel surcharges.

We may also discuss certain changes in our expenses as a percentage of revenue, before fuel surcharge, rather than absolute dollar changes.

4 unchanged sentences

Three Months Ended

Six Months Ended

(percentages)

5 unchanged sentences

Insurance and claims

Gain on sale or disposal of assets

Gain on sale or disposition of assets

Total operating expenses

3 unchanged sentences

Loss before income taxes

THREE MONTHS ENDED MARCH 31, 2026 VS.

THREE MONTHS ENDED MARCH 31, 2025

During the first quarter of 2026, truckload services revenue, before fuel surcharges, decreased 15.3% to $78.3 million, compared to $92.4 million for the first quarter of 2025.

The decrease was primarily due to a 7.0% decline in rate per mile, from $2.04 for the quarter ended March 31, 2025 to $1.90 for the quarter ended March 31, 2026, as well as a 5.8% decrease in the average number of manned trucks during the period.

The impact of the reduction in manned trucks was partially offset by a 5.8% increase in truck utilization, as measured by miles per truck per day.

Salaries, wages and benefits increased from 41.3% of revenues, before fuel surcharges, in the first quarter of 2025 to 47.1% of revenues, before fuel surcharges, during the first quarter of 2026.

THREE MONTHS ENDED JUNE 30, 2026 VS.

THREE MONTHS ENDED JUNE 30, 2025

During the second quarter of 2026, truckload services revenue, before fuel surcharges, decreased 7.3% to $86.1 million as compared to $92.8 million during the second quarter of 2025.

The decrease was primarily due to a 3.3% decline in average rate per mile, from $2.04 for the quarter ended June 30, 2025 to $1.98 for the quarter ended June 30, 2026, as well as a 3.6% decrease in the average number of manned trucks during the period.

The impact of these factors was partially offset by a 12.0% increase in truck utilization, as measured by miles per truck per day.

Salaries, wages and benefits increased from 41.7% of revenues, before fuel surcharges, in the second quarter of 2025 to 45.1% of revenues, before fuel surcharges, during the second quarter of 2026.

The percentage-based increase relates primarily to the interaction of a decrease in operating revenues with the fixed-cost nature of employing human capital.

Rent and purchased transportation decreased from 25.8% of revenues, before fuel surcharges, during the first quarter of 2025 to 23.5% of revenues, before fuel surcharges, during the first quarter of 2026.

The decrease was primarily due to a quarter-over-quarter decrease in the percentage of miles driven by third-party owner-operators as opposed to company-employed drivers.

Insurance and claims expense increased from 5.1% of revenues, before fuel surcharges, during the first quarter of 2025 to 6.5% of revenues before fuel surcharges, during the first quarter of 2026.

This increase relates primarily to an increase in accident reserves recognized in the first quarter of 2026, as compared to the first quarter of 2025, as well as lower operating revenues, which reduced the leverage of certain fixed-cost elements of insurance and claims expense.

Other operating expenses increased from 4.5% of revenues, before fuel surcharges, during the first quarter of 2025 to 7.4% of revenues, before fuel surcharges, during the first quarter of 2026.

The increase was primarily due to lower operating revenues, which reduced the leverage of certain fixed costs included in other operating expenses, such as supplies and advertising expense, as well as an increase in legal and professional expenses during the first quarter of 2026, primarily associated with general operational support initiatives.

Gain on sale or disposal of assets increased from 3.3% of revenues, before fuel surcharges, for the quarter ended March 31, 2025 to 19.3% of revenues, before fuel surcharges, for the quarter ended March 31, 2026.

Operating supplies and expenses decreased from 12.3% of revenues, before fuel surcharges, during the second quarter of 2025 to 9.9% of revenues, before fuel surcharges, during the second quarter of 2026.

The decrease was primarily driven by a $1.2 million increase in the net benefit of fuel surcharge collections over fuel expense, lower maintenance costs associated with a decrease in the number of trucks in service from 2,083 at June 30, 2025 to 1,994 at June 30, 2026, and the continued replacement of older equipment with newer equipment.

The decrease in maintenance costs occurred despite a 3.2 million increase in miles driven during the second quarter of 2026 compared to the prior-year period.

Rent and purchased transportation decreased from 30.2% of revenues, before fuel surcharges, during the second quarter of 2025 to 23.0% of revenues, before fuel surcharges, during the second quarter of 2026.

The decrease was primarily due to a year-over-year decrease in the percentage of miles driven by third-party owner-operators rather than Company-employed drivers, as well as an increased allocation of third-party transportation services to the Company’s brokerage and logistics operations.

Depreciation expense decreased from 23.0% of operating revenues during the second quarter of 2025 to 21.7% during the second quarter of 2026.

The decrease was primarily due to the disposal of equipment during the second quarter of 2026 before replacement equipment was placed in service, resulting in a temporary reduction in the depreciable asset base.

Insurance and claims expense increased from 5.5% of revenues, before fuel surcharges, during the second quarter of 2025 to 10.0% of revenues, before fuel surcharges, during the second quarter of 2026.

The increase was primarily attributable to an increase in the Company’s auto liability reserve during the second quarter of 2026 related to claims that may exceed insurance limits.

The increase was also attributable to higher mileage-based insurance premiums associated with the 3.2 million additional miles driven during the second quarter of 2026 compared to the prior-year period, as well as lower operating revenues, which reduced the ability to leverage certain fixed-cost components of insurance and claims expense.

Gain on sale or disposition of assets decreased from 4.8% of revenues, before fuel surcharges, during the second quarter of 2025 to 0.6% of revenues, before fuel surcharges, during the second quarter of 2026.

The decrease was primarily due to a $4.4 million gain recognized during the second quarter of 2025 compared to a $0.5 million gain recognized during the second quarter of 2026.

The number of trucks and trailers disposed of during the second quarter of 2026 was generally consistent with the prior-year period.

However, during the second quarter of 2025, proceeds from the disposition of certain older revenue equipment significantly exceeded the reduced estimated salvage values resulting from management’s change in accounting estimates related to the salvage value and useful lives of revenue equipment during the year ended December 31, 2024.

During the second quarter of 2026, proceeds from the disposition of revenue equipment were generally closer to estimated salvage values, resulting in lower gains on disposition.

Non-operating income increased to 4.0% of revenues, before fuel surcharges, during the second quarter of 2026 from 2.4% during the second quarter of 2025.

The increase was primarily driven by a $3.2 million year-over-year improvement in realized gains and losses from the sale of marketable equity securities, resulting in realized gains of $2.9 million during the second quarter of 2026 compared to realized losses of $0.3 million during the second quarter of 2025.

The increase was further supported by an increase in unrealized gains on the Company’s remaining marketable equity securities to $1.8 million from $1.3 million during the respective periods.

Interest expense increased from 4.2% of revenues, before fuel surcharges, during the second quarter of 2025 to 5.1% of revenues, before fuel surcharges, during the second quarter of 2026.

The increase was attributable to the Company’s increased weighted-average interest rate on debt from 5.10% during the second quarter of 2025 to 5.59% during the second quarter of 2026, meaning the Company experienced a higher overall cost of new borrowings.

The repayment of lower-rate debt and issuance of new debt at higher prevailing interest rates further contributed to the increase in interest expense.

The fixed-cost nature of interest expense, combined with lower operating revenues in the second quarter of 2026, also increased interest expense as a percentage of revenue.

The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased from 112.5% for the second quarter of 2025 to 114.2% for the second quarter of 2026.

SIX MONTHS ENDED JUNE 30, 2026 VS.

SIX MONTHS ENDED JUNE 30, 2025

For the six months ended June 30, 2026, truckload services revenue, before fuel surcharges, decreased 11.3% to $164.3 million as compared to $185.3 million for the six months ended June 30, 2025.

The decrease was primarily due to a 4.9% decline in average rate per mile, from $2.04 for the six months ended June 30, 2025 to $1.94 for the six months ended June 30, 2026, as well as a 5.1% decrease in the average number of manned trucks during the period.

The impact of these factors was partially offset by an 8.9% increase in truck utilization, as measured by miles per truck per day.

Salaries, wages and benefits increased from 41.5% of revenues, before fuel surcharges, in the first six months of 2025 to 46.0% of revenues, before fuel surcharges, during the first six months of 2026.

The percentage-based increase relates primarily to the interaction of a decrease in operating revenues with the fixed-cost nature of employing human capital.

Operating supplies and expenses decreased from 12.9% of revenues, before fuel surcharges, in the first six months of 2025 to 11.9% of revenues, before fuel surcharges, during the first six months of 2026.

The decrease was primarily driven by a $0.5 million increase in the net benefit of fuel surcharge collections over fuel expense, lower maintenance costs associated with a decrease in the average number of trucks in service from 2,132 during the six months ended June 30, 2025 to 1,999 during the six months ended June 30, 2026, as well as the continued replacement of older equipment with newer equipment.

The decrease in maintenance costs occurred despite an increase of 2.7 million miles driven during the first six months of 2026 compared to the prior-year period.

Rent and purchased transportation decreased from 28.0% of revenues, before fuel surcharges, in the first six months of 2025 to 23.3% of revenues, before fuel surcharges, during the first six months of 2026.

Depreciation decreased from 23.4% of revenues, before fuel surcharges, during the first six months of 2025 to 22.6% of revenues, before fuel surcharges, during the first six months of 2026.

Insurance and claims expense increased from 5.3% of revenues, before fuel surcharges, during the first six months of 2025 to 8.4% of revenues, before fuel surcharges, during the first six months of 2026.

The increase was primarily attributable to an increase in the Company’s auto liability reserve during the first half of 2026 related to claims that may exceed insurance limits.

The increase was also attributable to higher mileage-based insurance premiums associated with the 2.7 million additional miles driven during the first six months of 2026 compared to the prior-year period, as well as lower operating revenues, which reduced the ability to leverage certain fixed-cost components of insurance and claims expense.

Other operating expenses increased from 4.6% of revenues, before fuel surcharges, during the first six months of 2025 to 6.2% of revenues, before fuel surcharges, during the first six months of 2026.

The increase was primarily due to lower operating revenues, which reduced the leverage of certain fixed costs included in other operating expenses, such as supplies and advertising expenses, as well as an increase in legal and professional expenses during the first six months of 2026, primarily associated with general operational support initiatives.

Gain on sale or disposition of assets increased from 4.0% of revenues, before fuel surcharges, during the first six months of 2025 to 9.5% of revenues, before fuel surcharges, during the first six months of 2026.

The increase was primarily due to a $12.7 million gain recognized on the sale of certain real property in Laredo, Texas, to a related party during the first quarter of 2026.

The property consisted of land and operating facilities previously used in the Company’s trucking operations and was sold at a value determined based on an independent third-party appraisal.

Gain on sale or disposal of assets for the first quarter of 2025 consisted solely of gains on the disposal of used revenue equipment.

Excluding this transaction, gain on sale or disposal of assets for the first quarter of 2026 would have been consistent with historical levels.

Non-operating income increased from 2.7% to 4.3% of revenues, before fuel surcharges, for the periods presented.

The increase was primarily due to net realized gains on the sale of marketable equity securities during the current quarter, partially offset by unrealized losses from declines in the market value of the Company’s investment portfolio.

Interest expense increased from 4.2% of revenues, before fuel surcharges, during the first quarter of 2025 to 5.4% of revenues, before fuel surcharges, during the first quarter of 2026.

The increase is attributed to the Company’s increased weighted-average interest rate on debt from 5.04% during the first quarter of 2025 to 5.38% during the first quarter of 2026, meaning the Company experienced a higher overall cost of new borrowings.

In dollar terms, gain on the sale or disposition of assets was $15.7 million during the first six months of 2026 compared to $7.4 million during the first six months of 2025.

Excluding the gain on the sale of the Laredo property, the decrease in gains from the disposal of revenue equipment was primarily attributable to the fact that, during the first six months of 2025, proceeds from the disposition of certain older revenue equipment significantly exceeded the reduced estimated salvage values resulting from management’s change in accounting estimates related to the salvage value and useful lives of revenue equipment during the year ended December 31, 2024.

During the first six months of 2026, proceeds from the disposition of revenue equipment were generally closer to estimated salvage values, resulting in lower gains on disposition.

Non-operating income increased from 2.5% of revenues, before fuel surcharges, during the first six months of 2025 to 4.2% of revenues, before fuel surcharges, during the first six months of 2026.

The increase was primarily driven by an $8.7 million year-over-year improvement in realized gains and losses from the sale of marketable equity securities, resulting in realized gains of $8.4 million during the first six months of 2026 compared to realized losses of $0.3 million during the first six months of 2025.

The increase was partially offset by a decrease in unrealized gains on the Company’s remaining marketable equity securities, which decreased to $0.2 million during the first six months of 2026 from $2.7 million during the first six months of 2025.

Interest expense increased from 4.2% of revenues, before fuel surcharges, during the first six months of 2025 to 5.3% of revenues, before fuel surcharges, during the first six months of 2026.

The increase was attributable to the Company’s increased weighted-average interest rate on debt from 5.07% during the first six months of 2025 to 5.49% during the first six months of 2026, meaning the Company experienced a higher overall cost of new borrowings.

The repayment of lower-rate debt and issuance of new debt at higher prevailing interest rates further contributed to the increase in interest expense.

The fixed-cost nature of interest expense, combined with lower operating revenues in the first quarter of 2026, also increased interest expense as a percentage of revenue.

The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, decreased from 110.9% for the first quarter of 2025 to 103.0% for the first quarter of 2026.

RESULTS OF OPERATIONS – LOGISTICS AND BROKERAGE SERVICES

The following table sets forth, for logistics and brokerage services, the percentage relationship of expense items to operating revenues, before fuel surcharges, for the periods indicated.

The fixed-cost nature of interest expense, combined with lower operating revenues in the first half of 2026, also increased interest expense as a percentage of revenue.

The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, decreased from 111.7% for the first six months of 2025 to 108.9% for the first six months of 2026.

RESULTS OF OPERATIONS – BROKERAGE AND LOGISTICS SERVICES

The following table sets forth, for brokerage and logistics services, the percentage relationship of expense items to operating revenues, before fuel surcharges, for the periods indicated.

Brokerage service operations occur specifically in certain divisions;

1 unchanged sentence

Three Months Ended

Six Months Ended

(percentages)

8 unchanged sentences

Income before income taxes

THREE MONTHS ENDED MARCH 31, 2026 VS.

THREE MONTHS ENDED MARCH 31, 2025

During the first quarter of 2026, logistics and brokerage services revenue, before fuel surcharges, was $44.4 million, consistent with $44.3 million during the first quarter of 2025.

The relatively flat performance was primarily related to a 4.2% increase in the number of brokered loads, offset by lower spot market rates during the first quarter of 2026 as compared to the prior-year period.

Rents and purchased transportation decreased from 88.4% of revenues, before fuel surcharges, during the first quarter of 2025 to 86.0% of revenues, before fuel surcharges, during the first quarter of 2026.

The decrease was primarily due to lower purchased transportation costs, reflecting improved spread between customer rates and third-party carrier costs.

The logistics and brokerage services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, improved from 98.0% for the first quarter of 2025 to 95.4% for the first quarter of 2026.

THREE MONTHS ENDED JUNE 30, 2026 VS.

THREE MONTHS ENDED JUNE 30, 2025

During the second quarter of 2026, brokerage and logistics services revenue, before fuel surcharges, increased 24.0% to $50.8 million as compared to $41.0 million during the second quarter of 2025.

The increase was primarily driven by an 18.4% increase in the number of brokered loads, reflecting both increased brokerage activity and a shift in the mix of loads fulfilled through the Company's brokerage and logistics operations rather than through the Company's company-operated fleet, coupled with higher revenue per load during the second quarter of 2026 as compared to the prior-year period.

Rent and purchased transportation decreased from 89.9% of revenues, before fuel surcharges, during the second quarter of 2025 to 88.2% of revenues, before fuel surcharges, during the second quarter of 2026.

The decrease was primarily due to an improved spread between customer rates and third-party carrier costs.

The brokerage and logistics services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, improved from 98.7% for the second quarter of 2025 to 96.4% for the second quarter of 2026.

SIX MONTHS ENDED JUNE 30, 2026 VS.

SIX MONTHS ENDED JUNE 30, 2025

During the first six months of 2026, brokerage and logistics services revenue, before fuel surcharges, increased 11.7% to $95.2 million as compared to $85.2 million during the first six months of 2025.

The increase was primarily related to an 11.2% increase in the number of brokered loads during the first six months of 2026 as compared to the first six months of 2025.

Rent and purchased transportation decreased from 89.1% of revenues, before fuel surcharges, during the first six months of 2025 to 87.2% of revenues, before fuel surcharges, during the first six months of 2026.

The decrease was primarily due to an improved spread between customer rates and third-party carrier costs.

The brokerage and logistics services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, improved from 98.3% for the first six months of 2025 to 95.9% for the first six months of 2026.

RESULTS OF OPERATIONS – COMBINED SERVICES

THREE MONTHS ENDED MARCH 31, 2026 VS.

THREE MONTHS ENDED MARCH 31, 2025

Net loss for all divisions was approximately $0.01 million, or (0.01)% of revenues, before fuel surcharges, for the first quarter of 2026 as compared to net loss of $8.1 million, or (6.0)% of revenues, before fuel surcharges, for the first quarter of 2025.

The reduction in net loss resulted in diluted loss per share of $(0.00) for the first quarter of 2026 as compared to diluted loss per share of $(0.37) for the first quarter of 2025.

THREE MONTHS ENDED JUNE 30, 2026 VS.

THREE MONTHS ENDED JUNE 30, 2025

Net loss for all divisions was approximately $7.4 million, or 5.4% in excess of revenues, before fuel surcharges, for the second quarter of 2026 as compared to net loss of $9.6 million, or 7.2% in excess of revenues, before fuel surcharges, for the second quarter of 2025.

This improvement in net loss resulted in diluted loss per share of ($0.36) for the second quarter of 2026 as compared to diluted loss per share of ($0.46) for the second quarter of 2025.

SIX MONTHS ENDED JUNE 30, 2026 VS.

SIX MONTHS ENDED JUNE 30, 2025

For the first six months of 2026, net loss for all divisions was approximately $7.5 million, or 2.9% in excess of revenues, before fuel surcharges as compared to net loss of $17.8 million, or 6.6% of revenues, before fuel surcharges for the first six months of 2025.

The improvement in net loss resulted in a diluted loss per share of ($0.36) for the first six months of 2026 as compared to diluted loss per share of ($0.83) for the first six months of 2025.

LIQUIDITY AND CAPITAL RESOURCES

1 unchanged sentence

Our primary sources of liquidity have been funds provided by operations, proceeds from the sales of revenue equipment, borrowings under our lines of credit, installment notes, investment margin account, and issuances of equity securities.

During the first three months of 2026, we used $2.7 million in cash from operating activities.

Investing activities generated $28.7 million in cash in the first three months of 2026.

Financing activities used $20.7 million in cash in the first three months of 2026.

During the first six months of 2026, we used $16.7 million in cash from operating activities.

Investing activities generated $47.3 million in cash in the first six months of 2026.

Financing activities used $47.7 million in cash in the first six months of 2026.

Our primary use of funds is for the purchase of revenue equipment.

We typically use installment notes with fixed interest rates and terms ranging from 60 to 84 months, our existing line of credit on an interim basis, proceeds from the sale or trade of equipment, and cash flows from operations to finance capital expenditures and repay long-term debt.

During the first three months of 2026, we utilized cash on hand, long-term debt, and our line of credit to finance purchases of revenue equipment and other assets of approximately $14.4 million.

In addition, we acquired approximately $7.4 million of revenue equipment through vendor-direct financing arrangements during the first three months of 2026.

During the first six months of 2026, we utilized cash on hand and long-term debt to finance purchases of revenue equipment and other assets of approximately $18.8 million.

In addition, we acquired approximately $46.6 million of revenue equipment through vendor-direct financing arrangements during the first six months of 2026.

This non-cash financing arrangement provides an additional source of liquidity for acquiring new equipment but does not result in cash inflows or outflows and, accordingly, is not reflected in the consolidated statement of cash flows.

2 unchanged sentences

However, we may from time to time repurchase shares of our outstanding common stock, subject to economic and market conditions, available cash flows and other factors.

During the first three months of 2026, we maintained a revolving line of credit with a borrowing limit of $60.0 million.

Under this credit facility, amounts outstanding under the line bear interest at Term SOFR plus 3.35% (7.02% at March 31, 2026), are secured by our trade accounts receivable and mature on July 1, 2027.

During the first six months of 2026, we maintained a revolving line of credit with a borrowing limit of $60.0 million.

Under this credit facility, amounts outstanding under the line bear interest at Term SOFR plus 3.35% (6.97% at June 30, 2026), are secured by our trade accounts receivable and mature on July 1, 2027.

The credit facility also establishes an “unused fee” of 0.25% if average borrowings are less than $18.0 million.

At March 31, 2026, we had no outstanding borrowings against the line of credit and approximately $0.2 million of outstanding letters of credit, with availability to borrow $59.8 million.

Trade accounts receivable increased by approximately $12.9 million from $66.9 million as of December 31, 2025 to $79.8 million as of March 31, 2026.

The increase was primarily due to the timing of cash collections on revenue recognized during the latter part of the first quarter of 2026, which remained outstanding at quarter-end, as compared to the fourth quarter of 2025.

Our marketable equity securities portfolio decreased $7.7 million during the first quarter of 2026, from $48.5 million at December 31, 2025 to $40.8 million at March 31, 2026.

The decrease was primarily attributed to the sale of marketable equity securities approximating $11.7 million, offset by the unrealized appreciation in the fair value of the remaining portfolio of $4.0 million.

At March 31, 2026, the remaining marketable equity securities have a combined cost basis of approximately $22.1 million and a combined fair market value of approximately $40.8 million.

Property and equipment decreased from $792.4 million at December 31, 2025 to $760.0 million at March 31, 2026.

The decrease is primarily due to the disposition of aging trucks and trailers, as well as the sale of certain real property located in Laredo, Texas to a related party, which had a cost basis of $11.4 million, during the first quarter of 2026.

These decreases were partially offset by purchases of new trucks and trailers during the first quarter of 2026.

Accounts payable decreased from $32.8 million as of December 31, 2025 to $28.0 million as of March 31, 2026.

The decrease was primarily due to the payment of invoices during the first quarter of 2026 related to revenue equipment purchases outstanding at December 31, 2025.

At June 30, 2026, we had no outstanding borrowings against the line of credit and approximately $0.2 million of outstanding letters of credit, with availability to borrow $59.8 million.

Trade accounts receivable increased by approximately $22.0 million from $66.9 million as of December 31, 2025 to $88.9 million as of June 30, 2026.

The increase was primarily attributable to higher freight revenue invoiced during the latter part of the second quarter of 2026, as increased freight volumes and rates resulted in higher revenue activity compared to the fourth quarter of 2025.

The timing of cash collections on the increased revenue invoiced during the latter part of the second quarter resulted in a greater amount of trade accounts receivable remaining outstanding as of June 30, 2026 compared to December 31, 2025.

Prepaid expenses and deposits decreased from $9.8 million at December 31, 2025 to $7.7 million at June 30, 2026.

The decrease relates to the normal amortization of items prepaid as of December 31, 2025.

Our marketable equity securities portfolio decreased $9.8 million during the first six months of 2026, from $48.5 million at December 31, 2025 to $38.7 million at June 30, 2026.

The decrease was primarily attributed to the sale of marketable equity securities approximating $18.4 million, offset by an $8.6 million increase in the fair value of the portfolio during the first six months of 2026.

At June 30, 2026, the remaining marketable equity securities have a combined cost basis of approximately $18.3 million and a combined fair market value of approximately $38.7 million.

Property and equipment decreased from $792.4 million at December 31, 2025 to $758.9 million at June 30, 2026.

The decrease was primarily due to the disposition of aging trucks and trailers, as well as the sale of certain real property located in Laredo, Texas to a related party, which had a cost basis of $11.4 million, during the first quarter of 2026.

These decreases were partially offset by purchases of new trucks and trailers during the first six months of 2026.

Accounts payable decreased from $32.8 million as of December 31, 2025 to $27.4 million as of June 30, 2026.

The decrease was primarily due to the payment of invoices during the first six months of 2026 related to revenue equipment purchases outstanding at December 31, 2025.

Accrued expenses and other liabilities decreased from $41.1 million as of December 31, 2025 to $30.6 million as of June 30, 2026.

The decrease was primarily attributable to payments made during the first six months of 2026 related to a previously disclosed auto liability claim.

The Company recorded a $26.5 million liability related to the claim as of December 31, 2025.

During the first six months of 2026, the Company paid $16.5 million of the liability, resulting in a remaining liability of $10.0 million as of June 30, 2026.

The decrease was partially offset by an increase in the Company’s auto liability reserve during the second quarter of 2026 related to claims that may exceed insurance limits.

Long-term debt and current maturities of long term-debt are reviewed on an aggregate basis, as the classification of amounts in each category are typically affected merely by the passage of time.

Long-term debt and current maturities of long-term debt, on an aggregate basis, decreased from $333.9 million at December 31, 2025 to $320.7 million at March 31, 2026.

The decrease was primarily due to scheduled principal payments and the repayment of approximately $6.0 million of debt associated with the sale of certain real property in Laredo, Texas to a related party, during the first quarter of 2026, partially offset by new financing arrangements for revenue equipment.

Long-term debt and current maturities of long-term debt, on an aggregate basis, decreased from $333.9 million at December 31, 2025, to $332.8 million at June 30, 2026.

The net decrease was primarily attributable to scheduled principal payments on existing revenue equipment, balloon payments related to revenue equipment taken out of service as part of trade-in transactions with certain equipment manufacturers, and the repayment of approximately $6.0 million of debt associated with the sale of certain real property in Laredo, Texas, to a related party during the first quarter of 2026.

These decreases were partially offset by new financing arrangements for revenue equipment totaling $46.6 million during the first six months of 2026.

NEW ACCOUNTING PRONOUNCEMENTS

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What changed 10-Q

Item 1. Financial Statements