Covenant Logistics (NASDAQ: CVLG) grows Q2 revenue as earnings soften
Rhea-AI Filing Summary
Covenant Logistics Group reported mixed second-quarter 2026 results. Total revenue was $332.9 million, up 9.9% year over year, with freight revenue of $294.7 million, up 6.6%. Despite this growth, operating income declined to $8.8 million from $11.6 million, and net income fell to $8.5 million, or $0.32 per diluted share, versus $9.8 million, or $0.36, a year earlier, reflecting margin pressure. For the first half of 2026, revenue reached $640.0 million while net income declined to $13.0 million.
At June 30, 2026, stockholders’ equity was $412.9 million and tangible book value was $232.7 million. Total indebtedness, including debt and finance leases net of cash, decreased by $6.6 million to $289.7 million, with $59.1 million of borrowing capacity available under a $130.0 million revolving Credit Facility. Operating cash flow for the first half decreased sharply compared with 2025, and capital needs were managed largely through equipment sales and disciplined borrowing.
The equity investment in Transport Enterprise Leasing contributed $5.3 million of pre-tax earnings in the quarter. Contingent consideration liabilities from recent acquisitions were reduced through $13.1 million of payments, leaving a $9.0 million balance. The company paid $1.8 million in cash dividends during the quarter and recorded legal costs and expected insurance recoveries related to a multi-fatality Texas accident, while stating that claims and insurance expense may remain volatile. Management expects modest sequential EPS improvement in the third quarter as more business shifts to dedicated or otherwise committed contracts and cost controls continue.
Positive
- None.
Negative
- Profitability and cash generation weakened: Despite 9.9% Q2 revenue growth, net income declined to $8.5 million from $9.8 million, diluted EPS fell to $0.32 from $0.36, and first-half operating cash flow dropped significantly versus 2025, signaling margin and cash-flow pressure.
Filing Explained
At June 30, 2026, cash was $2,615 thousand, Class A shares outstanding had increased since year-end, and $59.1 million of revolver capacity remained.
A Form 10-Q provides unaudited interim financial statements and updates on risks and liquidity; this report covers Covenant Logistics Group through
The issued Class A share count stayed at
At
The Texas accident litigation remains preliminary: the company has recognized
Key Figures
Key Terms
adjusted operating ratio financial
contingent consideration financial
self-insured retention financial
variable interest entity financial
rabbi trust financial
earnout financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What were Covenant Logistics (CVLG) Q2 2026 revenue and earnings?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
COVENANT LOGISTICS GROUP, INC.
(Exact name of registrant as specified in its charter)
| | |
| (State or other jurisdiction of incorporation | (I.R.S. Employer Identification No.) |
| or organization) | |
| | |
| | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| | No ☐ |
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| | No ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ |
| |
| Non-accelerated filer ☐ | Smaller reporting company | |
| Emerging growth company | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | No ☒ |
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date (August 5, 2026).
Class A Common Stock, $.01 par value:
Class B Common Stock, $.01 par value:
TABLE OF CONTENTS
| PART I FINANCIAL INFORMATION |
||
| Page Number |
||
| Item 1. |
Financial Statements |
|
| Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 (unaudited) |
3 | |
| Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 (unaudited) |
4 | |
| Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025 (unaudited) |
5 | |
| Condensed Consolidated Statements of Stockholders' Equity for the three and six months ended June 30, 2026 and 2025 (unaudited) |
6 | |
| Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (unaudited) |
7 | |
| Notes to Condensed Consolidated Financial Statements (unaudited) |
8 | |
| Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
22 |
| Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
36 |
| Item 4. |
Controls and Procedures |
37 |
| PART II OTHER INFORMATION |
||
| Page Number |
||
| Item 1. |
Legal Proceedings |
38 |
| Item 1A. |
Risk Factors |
39 |
| Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
40 |
| Item 3. |
Defaults Upon Senior Securities |
40 |
| Item 4. |
Mine Safety Disclosures |
40 |
| Item 5. |
Other Information |
40 |
| Item 6. |
Exhibits |
41 |
| PART I |
FINANCIAL INFORMATION |
| ITEM 1. |
FINANCIAL STATEMENTS |
| COVENANT LOGISTICS GROUP, INC. AND SUBSIDIARIES |
| CONDENSED CONSOLIDATED BALANCE SHEETS |
| (In thousands, except share data) |
| June 30, 2026 | December 31, 2025 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net of allowance of $ in 2026 and $ in 2025 | ||||||||
| Drivers' advances and other receivables, net of allowance of $ in 2026 and $ in 2025 | ||||||||
| Inventory and supplies | ||||||||
| Prepaid expenses | ||||||||
| Assets held for sale | ||||||||
| Income taxes receivable | ||||||||
| Other short-term assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, at cost | ||||||||
| Less: accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Net property and equipment | ||||||||
| Goodwill | ||||||||
| Other intangibles, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Other receivables | ||||||||
| Other assets, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Accrued purchased transportation | ||||||||
| Current maturities of long-term debt | ||||||||
| Current portion of finance lease obligations | ||||||||
| Current portion of operating lease obligations | ||||||||
| Current portion of insurance and claims accrual | ||||||||
| Total current liabilities | ||||||||
| Long-term debt | ||||||||
| Long-term portion of finance lease obligations | ||||||||
| Long-term portion of operating lease obligations | ||||||||
| Insurance and claims accrual | ||||||||
| Deferred income taxes | ||||||||
| Other long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders' equity: | ||||||||
| Class A common stock, $ par value; shares authorized; shares issued and outstanding as of June 30, 2026; and shares issued and outstanding as of December 31, 2025 | ||||||||
| Class B common stock, $ par value; shares authorized; shares issued and outstanding | ||||||||
| Additional paid-in-capital | ||||||||
| Treasury stock at cost; and shares as of June 30, 2026 and December 31, 2025, respectively | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Retained earnings | ||||||||
| Total stockholders' equity | ||||||||
| Total liabilities and stockholders' equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
COVENANT LOGISTICS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE three and six months ended June 30, 2026 and 2025
(In thousands, except per share data)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | ||||||||||||||||
| Freight revenue | $ | $ | $ | $ | ||||||||||||
| Fuel surcharge revenue | ||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Salaries, wages, and related expenses | $ | $ | $ | $ | ||||||||||||
| Fuel expense | ||||||||||||||||
| Operations and maintenance | ||||||||||||||||
| Revenue equipment rentals and purchased transportation | ||||||||||||||||
| Operating taxes and licenses | ||||||||||||||||
| Insurance and claims | ||||||||||||||||
| Communications and utilities | ||||||||||||||||
| General supplies and expenses | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Loss on disposition of property and equipment, net | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating income | ||||||||||||||||
| Interest expense, net | ||||||||||||||||
| Income from equity method investment | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income before income taxes | ||||||||||||||||
| Income tax expense | ||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Basic income per share: | ||||||||||||||||
| Net income per share | $ | $ | $ | $ | ||||||||||||
| Diluted income per share: | ||||||||||||||||
| Net income per share | $ | $ | $ | $ | ||||||||||||
| Basic weighted average shares outstanding | ||||||||||||||||
| Diluted weighted average shares outstanding | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
COVENANT LOGISTICS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE three and six months ended June 30, 2026 and 2025
(Unaudited and in thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Other comprehensive income: | ||||||||||||||||
| Unrealized gain (loss) on effective portion of cash flow hedges, net of tax of ($) and ($) in 2026 and $ and $ in 2025, respectively | ( | ) | ( | ) | ||||||||||||
| Reclassification of cash flow hedge gains into statement of operations, net of tax of $ and $ in 2026 and $ and $ in 2025, respectively | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other comprehensive gain (loss)⁽¹⁾ | ( | ) | ( | ) | ||||||||||||
| Comprehensive income | $ | $ | $ | $ | ||||||||||||
| (1) | It is the Company’s policy to release income tax effects from accumulated other comprehensive income at such time as the earnings or loss of the related activity are recognized in earnings. |
The accompanying notes are an integral part of these condensed consolidated financial statements.
COVENANT LOGISTICS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE three and six months ended June 30, 2026 and 2025
(Unaudited and in thousands)
| For the Three Months Ended June 30, 2026 | ||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||
| Additional | Other | Total | ||||||||||||||||||||||||||
| Common Stock | Paid-In | Treasury | Comprehensive | Retained | Stockholders' | |||||||||||||||||||||||
| Class A | Class B | Capital | Stock | Income | Earnings | Equity | ||||||||||||||||||||||
| Balances at December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||
| Cash dividend ($ per common share) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Other comprehensive loss | ||||||||||||||||||||||||||||
| Stock-based employee compensation expense | - | |||||||||||||||||||||||||||
| Exercise of stock options | ( | ) | ||||||||||||||||||||||||||
| Issuance of restricted shares, net | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balances at March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||
| Cash dividend ($ per common share) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Other comprehensive loss | ||||||||||||||||||||||||||||
| Stock-based employee compensation expense | - | |||||||||||||||||||||||||||
| Exercise of stock options | ( | ) | ( | ) | ||||||||||||||||||||||||
| Issuance of restricted shares, net | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balances at June 30, 2026 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||
| For the Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||
| Additional | Other | Total | ||||||||||||||||||||||||||
| Common Stock | Paid-In | Treasury | Comprehensive | Retained | Stockholders' | |||||||||||||||||||||||
| Class A | Class B | Capital | Stock | Income | Earnings | Equity | ||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||
| Cash dividend ($ per common share) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Other comprehensive income | ( | ) | ( | ) | ||||||||||||||||||||||||
| Exercise of stock options | ||||||||||||||||||||||||||||
| Stock-based employee compensation expense | ||||||||||||||||||||||||||||
| Issuance of restricted shares, net | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balances at March 31, 2025 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||
| Cash dividend ($ per common share) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Share repurchase | ( | ) | ( | ) | ||||||||||||||||||||||||
| Other comprehensive income | ( | ) | ( | ) | ||||||||||||||||||||||||
| Stock-based employee compensation expense | ||||||||||||||||||||||||||||
| Issuance of restricted shares, net | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balances at June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
COVENANT LOGISTICS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE six months ended June 30, 2026 and 2025
(Unaudited and in thousands)
| Six Months Ended June 30, |
||||||||
| 2026 |
2025 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income |
$ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Provision for losses on accounts receivable |
( |
) | ||||||
| Reversal of gain on sales to equity method investee |
( |
) | ||||||
| Depreciation and amortization |
||||||||
| Deferred income tax benefit (expense) |
( |
) | ||||||
| Income tax expense arising from restricted share vesting and stock options exercised |
( |
) | ( |
) | ||||
| Stock-based compensation expense |
||||||||
| Income from equity method investment |
( |
) | ( |
) | ||||
| Return on investment from equity method investee |
||||||||
| Loss on disposition of property and equipment |
||||||||
| Changes in operating assets and liabilities: |
||||||||
| Receivables and advances |
( |
) | ( |
) | ||||
| Prepaid expenses and other assets |
( |
) | ( |
) | ||||
| Inventory and supplies |
( |
) | ||||||
| Insurance and claims accrual |
( |
) | ||||||
| Accounts payable and accrued expenses |
( |
) | ||||||
| Net cash flows provided by operating activities |
||||||||
| Cash flows from investing activities: |
||||||||
| Other investments |
( |
) | ( |
) | ||||
| Purchase of property and equipment |
( |
) | ( |
) | ||||
| Proceeds from disposition of property and equipment |
||||||||
| Net cash flows used by investing activities |
( |
) | ( |
) | ||||
| Cash flows from financing activities: |
||||||||
| Change in checks outstanding in excess of bank balances |
||||||||
| Cash dividend |
( |
) | ( |
) | ||||
| Proceeds from notes payable |
||||||||
| Repayments of notes payable |
( |
) | ( |
) | ||||
| Repayments of finance lease obligations |
( |
) | ( |
) | ||||
| Proceeds under revolving credit facility |
||||||||
| Repayments under revolving credit facility |
( |
) | ( |
) | ||||
| Payment of contingent consideration liability |
( |
) | ( |
) | ||||
| Proceeds from exercise of stock options |
||||||||
| Payment of minimum tax withholdings on stock compensation |
( |
) | ( |
) | ||||
| Common stock repurchased |
( |
) | ||||||
| Net cash flows used by financing activities |
( |
) | ( |
) | ||||
| Net change in cash and cash equivalents |
( |
) | ( |
) | ||||
| Cash and cash equivalents at beginning of period |
||||||||
| Cash and cash equivalents at end of period |
$ | $ | ||||||
| Supplemental disclosure of cash flow information: |
||||||||
| Cash paid (received) during the year for: |
||||||||
| Interest, net of capitalized interest |
||||||||
| Income taxes |
||||||||
| Non-cash transactions during the year for: |
||||||||
| Equipment acquired under operating leases |
||||||||
| Non-cash capital asset acquisitions |
||||||||
| Non-cash debt reduction |
( |
) | ( |
) | ||||
| Insurance and claims accruals |
( |
) | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
COVENANT LOGISTICS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| Note 1. | Significant Accounting Policies |
Basis of Presentation
The condensed consolidated financial statements include the accounts of Covenant Logistics Group, Inc., a Nevada holding company, and its wholly owned subsidiaries. References in this report to "we," "us," "our," the "Company," and similar expressions refer to Covenant Logistics Group, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated under the Securities Act of 1933. In preparing financial statements, it is necessary for management to make assumptions and estimates affecting the amounts reported in the condensed consolidated financial statements and related notes. These estimates and assumptions are developed based upon all information available. Actual results could differ from estimated amounts. In the opinion of management, the accompanying financial statements include all adjustments that are necessary for a fair presentation of the results for the interim periods presented, such adjustments being of a normal recurring nature.
Certain information and footnote disclosures have been condensed or omitted pursuant to such rules and regulations. The December 31, 2025, condensed consolidated balance sheet was derived from our audited balance sheet as of that date. Our operating results are subject to seasonal trends when measured on a quarterly basis; therefore, operating results for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. These condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K for the year ended December 31, 2025.
Revenue Recognition
Revenue, drivers' wages, and other direct operating expenses generated by our Expedited and Dedicated reportable segments are recognized proportionally as the transportation service is performed based on the percentage of miles completed as of the period end. Revenue is recognized on a gross basis at amounts charged to our customers because we control and are primarily responsible for the fulfillment of the promised service. Revenue includes transportation revenue, fuel surcharges, loading and unloading activities, equipment detention, and other accessorial services.
Revenue generated by our Managed Freight reportable segment is recognized proportionally as the services are provided based on the percentage of completion method using the estimated time elapsed as of the period end. Revenue is recorded on a gross basis, without deducting third-party purchased transportation costs, as we act as a principal with substantial risks as primary obligor. Revenue for the Warehousing reportable segment is generally recognized as the service is performed, based upon a weekly rate.
The Company’s contracts with customers generally have original expected durations less than one year. Accordingly, the Company has elected the practical expedient to not disclose information about remaining unsatisfied performance obligations.
Property and Equipment
Property and equipment is stated at cost less accumulated depreciation. Depreciation for book purposes is determined using the straight-line method over the estimated useful lives of the assets. Depreciation of revenue equipment is our largest item of depreciation. We generally depreciate new tractors over years to salvage values ranging from approximately
Recent Accounting Pronouncements
Accounting standards not yet adopted
In September 2025, the Financial Accounting Standards Board ("FASB") issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software: Targeted Improvements to the Accounting for Internal-Use Software, which clarifies and modernizes the accounting for costs related to internal-use software. The amendments in the standard remove all previous references to project stages and clarify the threshold entities apply to begin capitalizing costs. The standard becomes effective for us on January 1, 2028, for annual and interim periods and may be adopted on a prospective basis, a modified basis for in-process projects, or a retrospective basis. The Company is currently evaluating the effects adoption of this guidance will have on our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses which was later clarified by ASU 2025-01. This guidance requires disclosure of disaggregated information about certain income statement expense line items in the notes to the financial statements. The guidance in this ASU is effective for all public entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The update may be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the effects adoption of this guidance will have on our consolidated financial statements.
Accounting standards adopted
In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. In developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. This guidance became effective for us for our annual reporting period beginning January 1, 2026, and related interim reporting periods. We made the election to adopt the practical expedient as of January 1, 2026. The adoption of this standard had an immaterial effect on our consolidated financial statements.
| Note 2. | Income Per Share |
Basic income per share excludes dilution and is computed by dividing earnings available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted income per share reflects the dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in our earnings. Income per share is the same for both Class A and Class B shares.
The following table sets forth, for the periods indicated, the calculation of net income per share included in the condensed consolidated statements of operations:
| (in thousands except per share data) | Three Months Ended | Six Months Ended | ||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Denominator: | ||||||||||||||||
| Denominator for basic income per share – weighted-average shares | ||||||||||||||||
| Effect of dilutive securities: | ||||||||||||||||
| Equivalent shares issuable upon conversion of unvested restricted shares | ||||||||||||||||
| Equivalent shares issuable upon conversion of unvested employee stock options | ||||||||||||||||
| Denominator for diluted income per share adjusted weighted-average shares and assumed conversions | ||||||||||||||||
| Basic income per share | $ | $ | $ | $ | ||||||||||||
| Diluted income per share | $ | $ | $ | $ | ||||||||||||
There were
| Note 3. | Fair Value of Financial Instruments |
Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Accordingly, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability.
The fair value of our interest rate swap agreements is determined using the market-standard methodology of netting the discounted future fixed-cash payments and the discounted expected variable-cash receipts. The variable-cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. These analyses reflect the contractual terms of the swap, including the period to maturity, and use observable market-based inputs, including interest rate curves and implied volatilities. The fair value calculation also includes an amount for risk of non-performance of our counterparties using "significant unobservable inputs" such as estimates of current credit spreads to evaluate the likelihood of default, which we have determined to be insignificant to the overall fair value of our interest rate swap agreements.
The fair value of the contingent consideration arrangement is based on inputs that are not observable in the market and is estimated using a probability-weighted method. The significant unobservable inputs used in the fair value of the contingent consideration liability include the financial projections over the earn-out period, the volatility of the underlying financial metrics, and estimated discount rates. Significant increases or decreases to any of these inputs could result in a significantly higher or lower liability. Ultimately, the liability will be equivalent to the amount settled, and the difference between the fair value estimate and amount settled will be recorded as a component of general supplies and expenses within the condensed consolidated statements of operations.
The fair value of the life insurance policies was determined by the underwriting insurance company’s valuation models and represents the guaranteed value we would receive upon surrender of these policies as of the reporting date. The life insurance policies are held in a rabbi trust maintained by the Company with the intent to fund its non-qualified deferred compensation plan. The assets of the rabbi trust remain subject to the claims of the Company’s general creditors and, therefore, do not represent assets restricted from the Company’s use for purposes of fair value measurement. While the trustee is subject to customary administrative provisions that limit assignment of assets within the trust, such provisions do not restrict the Company's ability to access the cash surrender value of the policies and do not materially impact the determination of fair value or the exit price in an orderly transaction. Further, the insurance policies can be surrendered without penalties or charges imposed by the insurance carrier.
A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:
| ● | Level 1. Observable inputs such as quoted prices in active markets; |
| ● | Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and |
| ● | Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. |
Financial Instruments Measured at Fair Value on a Recurring Basis
| (in thousands) | ||||||||||||
| June 30, 2026 | December 31, 2025 | Input Level | ||||||||||
| Interest rate swaps | 2 | |||||||||||
| Contingent consideration | ( | ) | ( | ) | 3 | |||||||
| Cash surrender value of life insurance policies | 2 | |||||||||||
There were no transfers between Level 1, Level 2 and Level 3 during the six months ended June 30, 2026 or for the year ended December 31, 2025.
The carrying amount of cash and cash equivalents, certificates of deposit, accounts receivable, accounts payable, and current debt approximates their fair value because of the short-term maturity of these instruments.
Interest rates that are currently available to us for issuance of long-term debt with similar terms and remaining maturities are used to estimate the fair value of our long-term debt, which primarily consists of equipment installment notes. The fair value of our equipment installment notes approximated the carrying value as of June 30, 2026, as the weighted average interest rate on these notes approximates the market rate for similar debt. Borrowings under our revolving Credit Facility (as defined herein) approximate fair value due to the variable interest rate on that facility.
Contingent consideration arrangements require us to pay up to $
The fair value of the contingent consideration is adjusted at each reporting period based on changes to the expected cash flows and related assumptions.
During the three and six months ended June 30, 2026, there were contingent payments made of $
For the three months ended June 30, 2026, the fair value of the contingent consideration decreased $
The following table provides a summary (in thousands) of the activity for the contingent consideration liability for 2026:
| December 31, 2025 | Additions | Adjustments to fair market value | Payments | June 30, 2026 | ||||||||||||||||
| Contingent consideration | $ | ( | ) | $ | $ | $ | $ | ( | ) | |||||||||||
| Note 4. | Segment Information |
We have reportable segments:
| ● | Expedited: The Expedited reportable segment primarily provides truckload services to customers with high service freight and delivery standards, such as 1,000 miles in 22 hours, or 15-minute delivery windows. Expedited services generally require two-person driver teams on equipment either owned or leased by the Company. |
| ● | Dedicated: The Dedicated reportable segment provides customers with committed truckload capacity over contracted periods with the goal of three to five years in length. Equipment is either owned or leased by the Company. The Dedicated reportable segment also provides shuttle and switching services related to shuttling containers and trailers in or around freight yards and to/from warehouses for Dedicated customers. |
| ● | Managed Freight: The Managed Freight reportable segment includes our brokerage and transport management services (“TMS”). Brokerage services provide logistics capacity by outsourcing the carriage of customers’ freight to third parties. TMS provides comprehensive logistics services on a contractual basis to customers who prefer to outsource their logistics needs. |
| ● | Warehousing: The Warehousing reportable segment provides day-to-day warehouse management services to customers who have chosen to outsource this function. The Warehousing reportable segment also provides shuttle and switching services related to shuttling containers and trailers in or around freight yards and to/from warehouses for Warehousing customers. |
The Company's chief operating decision maker ("CODM"), the Chief Executive Officer, evaluates the operating results through reportable segment operating income, which includes certain corporate overhead allocations directly attributable to each of the segments. We do not report our intersegment revenues by segment to our CODM and do not believe they are a meaningful metric for evaluating the performance of our reportable segments.
Each segment uses certain shared infrastructure and each segment is presented with its direct costs and an allocation of certain shared overhead costs. Insurance and claims expense is charged to the segments based on their historic claims experience and an allocation of current insurance premiums.
The CODM uses operating income for each segment in the annual budget and strategic planning process. The CODM considers budget-to-actual variances on a quarterly basis as well as month-over-month variances when making decisions about the allocation of operating and capital resources to each segment. The CODM also uses segment operating income for evaluating pricing strategy, to assess the performance of each segment by comparing the results of each segment with one another, and in determining the compensation of certain employees.
The following table summarizes our total revenue by our four reportable segments, as used by our CODM in making decisions regarding allocation of resources etc., for the three and six months ended June 30, 2026 and 2025:
| (in thousands) | ||||||||||||||||||||
| Three Months Ended June 30, 2026 | Expedited | Dedicated | Managed Freight | Warehousing | Total | |||||||||||||||
| Revenues | ||||||||||||||||||||
| Freight revenue | $ | $ | $ | $ | $ | |||||||||||||||
| Fuel surcharge revenue(1) | ||||||||||||||||||||
| Subtotal operating revenues | $ | $ | $ | $ | $ | |||||||||||||||
| Other revenues | ||||||||||||||||||||
| Total revenue | $ | |||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| Salaries, wages, and related expenses | ||||||||||||||||||||
| Fuel expense | ||||||||||||||||||||
| Operations and maintenance | ||||||||||||||||||||
| Revenue equipment rentals and purchased transportation | ||||||||||||||||||||
| Operating taxes and licenses | ||||||||||||||||||||
| Insurance and claims | ||||||||||||||||||||
| Communications and utilities | ||||||||||||||||||||
| General supplies and expenses | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Loss on disposition of property and equipment, net | ||||||||||||||||||||
| Total allocated overhead | ||||||||||||||||||||
| Segment operating expenses | ||||||||||||||||||||
| Subtotal operating income | $ | $ | $ | $ | $ | |||||||||||||||
| Other (2) | ( | ) | ||||||||||||||||||
| Total consolidated operating income | ||||||||||||||||||||
| Interest expense, net | ( | ) | ||||||||||||||||||
| Income from equity method investment | ||||||||||||||||||||
| Income before income taxes | $ | |||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Three Months Ended June 30, 2025 | Expedited | Dedicated | Managed Freight | Warehousing | Total | |||||||||||||||
| Revenues | ||||||||||||||||||||
| Freight revenue | $ | $ | $ | $ | $ | |||||||||||||||
| Fuel surcharge revenue(1) | ||||||||||||||||||||
| Subtotal operating revenues | $ | $ | $ | $ | $ | |||||||||||||||
| Other revenues | ||||||||||||||||||||
| Total revenue | $ | |||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| Salaries, wages, and related expenses | ||||||||||||||||||||
| Fuel expense | ||||||||||||||||||||
| Operations and maintenance | ||||||||||||||||||||
| Revenue equipment rentals and purchased transportation | ||||||||||||||||||||
| Operating taxes and licenses | ||||||||||||||||||||
| Insurance and claims | ||||||||||||||||||||
| Communications and utilities | ||||||||||||||||||||
| General supplies and expenses | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Gain on disposition of property and equipment, net | - | |||||||||||||||||||
| Total allocated overhead | ||||||||||||||||||||
| Segment operating expenses | ||||||||||||||||||||
| Segment operating income | $ | $ | $ | $ | $ | |||||||||||||||
| Other (2) | ( | ) | ||||||||||||||||||
| Total consolidated operating income | ||||||||||||||||||||
| Interest expense, net | ( | ) | ||||||||||||||||||
| Income from equity method investment | ||||||||||||||||||||
| Income before income taxes | $ | |||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Six Months Ended June 30, 2026 | Expedited | Dedicated | Managed Freight | Warehousing | Total | |||||||||||||||
| Revenues | ||||||||||||||||||||
| Freight revenue | $ | $ | $ | $ | $ | |||||||||||||||
| Fuel surcharge revenue(1) | ||||||||||||||||||||
| Subtotal operating revenues | $ | $ | $ | $ | $ | |||||||||||||||
| Other revenues | ||||||||||||||||||||
| Total revenue | $ | |||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| Salaries, wages, and related expenses | ||||||||||||||||||||
| Fuel expense | ||||||||||||||||||||
| Operations and maintenance | ||||||||||||||||||||
| Revenue equipment rentals and purchased transportation | ||||||||||||||||||||
| Operating taxes and licenses | ||||||||||||||||||||
| Insurance and claims | ||||||||||||||||||||
| Communications and utilities | ||||||||||||||||||||
| General supplies and expenses | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Loss on disposition of property and equipment, net | ||||||||||||||||||||
| Total allocated overhead | ||||||||||||||||||||
| Segment operating expenses | ||||||||||||||||||||
| Segment operating income | $ | $ | $ | $ | $ | |||||||||||||||
| Other (2) | ( | ) | ||||||||||||||||||
| Total consolidated operating income | ||||||||||||||||||||
| Interest expense, net | ( | ) | ||||||||||||||||||
| Income from equity method investment | ||||||||||||||||||||
| Income before income taxes | $ | |||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Six Months Ended June 30, 2025 | Expedited | Dedicated | Managed Freight | Warehousing | Total | |||||||||||||||
| Revenues | ||||||||||||||||||||
| Freight revenue | $ | $ | $ | $ | $ | |||||||||||||||
| Fuel surcharge revenue(1) | ||||||||||||||||||||
| Subtotal operating revenues | $ | $ | $ | $ | $ | |||||||||||||||
| Other revenues | ||||||||||||||||||||
| Total revenue | $ | |||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| Salaries, wages, and related expenses | ||||||||||||||||||||
| Fuel expense | ||||||||||||||||||||
| Operations and maintenance | ||||||||||||||||||||
| Revenue equipment rentals and purchased transportation | ||||||||||||||||||||
| Operating taxes and licenses | ||||||||||||||||||||
| Insurance and claims | ||||||||||||||||||||
| Communications and utilities | ||||||||||||||||||||
| General supplies and expenses | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Gain on disposition of property and equipment, net | - | |||||||||||||||||||
| Total allocated overhead | ||||||||||||||||||||
| Segment operating expenses | ||||||||||||||||||||
| Segment operating income | $ | $ | $ | $ | $ | |||||||||||||||
| Other (2) | ( | ) | ||||||||||||||||||
| Total consolidated operating income | ||||||||||||||||||||
| (1) | The CODM does not receive fuel surcharge revenue and fuel expense individually, but is provided with fuel expense less fuel surcharge revenue (other than the fuel surcharge revenue we reimburse to independent contractors and other third parties which is included in purchased transportation), which we refer to as net fuel expense. The CODM uses net fuel expense to measure the effectiveness of our fuel surcharge program. |
| (2) | Other represents 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. |
Balance sheet data by reportable segment is not maintained by the Company.
| Note 5. | Income Taxes |
Income tax expense in both 2026 and 2025 varies from the amount computed by applying the federal corporate income tax rates of
Our liability recorded for uncertain tax positions as of June 30, 2026 is unchanged since December 31, 2025.
The net deferred tax liability of $
| Note 6. | Debt |
Current and long-term debt and lease obligations consisted of the following as of June 30, 2026 and December 31, 2025:
| (in thousands) | June 30, 2026 | December 31, 2025 | ||||||||||||||
| Current | Long-Term | Current | Long-Term | |||||||||||||
| Borrowings under Credit Facility | $ | $ | $ | $ | ||||||||||||
| Equipment installment notes; weighted average interest rate of % at June 30, 2026, and % at December 31, 2025, due in monthly installments with final maturities at various dates ranging from July 2026 to July 2032, secured by related equipment (1) | 189,115 | |||||||||||||||
| Real estate notes; interest rate of % at June 30, 2026 and % at December 31, 2025 due in monthly installments with a fixed maturity at August 2035, secured by related real estate | ||||||||||||||||
| Total debt | ||||||||||||||||
| Principal portion of finance lease obligations, secured by related revenue equipment | ||||||||||||||||
| Principal portion of operating lease obligations, secured by related real estate and revenue equipment | ||||||||||||||||
| Total debt and lease obligations | $ | $ | $ | $ | ||||||||||||
| (1) | Equipment installment notes consist primarily of financing arrangements for the Company's revenue equipment and also include an immaterial note payable related to the Company's fractional aircraft ownership interest. |
We and substantially all of our subsidiaries are parties to the Third Amended and Restated Credit Agreement (the "Credit Facility") with Bank of America, N.A., as agent (the "Agent") and JPMorgan Chase Bank, N.A. (together with the Agent, the "Lenders"). The Credit Facility is a $
Borrowings under the Credit Facility are classified as either "base rate loans" or "SOFR loans." Base rate loans accrue interest at a base rate equal to the greater of the Agent’s prime rate, the federal funds rate plus
Borrowings under the Credit Facility are subject to a borrowing base limited to the lesser of (A) $
We had $
The Credit Facility includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the Credit Facility may be accelerated, and the Lenders' commitments may be terminated. If an event of default occurs under the Credit Facility and the Lenders cause, or have the ability to cause, all of the outstanding debt obligations under the Credit Facility to become due and payable, this could result in a default under other debt instruments that contain acceleration or cross-default provisions. The Credit Facility contains certain restrictions and covenants relating to, among other things, debt, dividends, liens, acquisitions and dispositions outside of the ordinary course of business, and affiliate transactions. Failure to comply with the covenants and restrictions set forth in the Credit Facility could result in an event of default.
Pricing for the equipment installment notes is quoted by the respective financial affiliates of our primary revenue equipment suppliers and other lenders at the funding of each group of equipment acquired and include fixed annual rates for new equipment under retail installment contracts. The notes included in the funding are due in monthly installments with final maturities at various dates ranging from July 2026 to July 2032. The notes contain certain requirements regarding payment, insuring of collateral, and other matters, but do not have any financial or other material covenants or events of default. Additional borrowings from the financial affiliates of our primary revenue equipment suppliers and other lenders are expected to be available to fund new tractors expected to be delivered in 2026, while any other property and equipment purchases, including trailers, are expected to be funded with a combination of available cash, notes, operating leases, finance leases, and/or from the Credit Facility.
In August 2015, we financed a portion of the purchase of our corporate headquarters, a maintenance facility, and certain surrounding property in Chattanooga, Tennessee by entering into a $
| Note 7. | Lease Obligations |
The finance leases in effect at June 30, 2026 terminate from June 2028 through November 2033 and contain guarantees of the residual value of the related equipment by us.
A summary of our lease obligations at June 30, 2026 and 2025 are as follows:
| (dollars in thousands) | Three Months Ended | Three Months Ended | Six Months Ended | Six Months Ended | ||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| Finance lease cost: | ||||||||||||||||
| Amortization of right-of-use assets | $ | $ | $ | $ | ||||||||||||
| Interest on lease liabilities | ||||||||||||||||
| Operating lease cost | ||||||||||||||||
| Variable lease cost | ( | ) | ||||||||||||||
| Short-term lease cost | ||||||||||||||||
| Total lease cost | ||||||||||||||||
| Other information | ||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||||
| Operating cash flows from finance leases | ||||||||||||||||
| Operating cash flows from operating leases | ||||||||||||||||
| Financing cash flows from finance leases | ||||||||||||||||
| Right-of-use assets obtained in exchange for new finance lease liabilities | ||||||||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | ||||||||||||||||
| Weighted-average remaining lease term—finance leases (in years) | ||||||||||||||||
| Weighted-average remaining lease term—operating leases (in years) | ||||||||||||||||
| Weighted-average discount rate—finance leases | % | % | ||||||||||||||
| Weighted-average discount rate—operating leases | % | % | ||||||||||||||
As of June 30, 2026 and December 31, 2025, right-of-use assets of $
Our future minimum lease payments as of June 30, 2026, are summarized as follows by lease category:
| (in thousands) | Operating | Finance | ||||||
| 2026 (1) | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total minimum lease payments | $ | $ | ||||||
| Less: amount representing interest | ( | ) | ( | ) | ||||
| Present value of minimum lease payments | $ | $ | ||||||
| Less: current portion | ( | ) | ( | ) | ||||
| Lease obligations, long-term | $ | $ | ||||||
(1) Excludes the six months ended June 30, 2026.
| Note 8. | Stock-Based Compensation |
Our Third Amended and Restated 2006 Omnibus Incentive Plan, as amended (the "Incentive Plan") governs the issuance of equity awards and other incentive compensation to management and members of the Board of Directors (the "Board"). The Incentive Plan includes (i) a fungible share reserve feature, under which shares subject to stock options and stock appreciation rights will be counted as share for every share granted and shares subject to all other awards will be counted as
The Incentive Plan permits annual awards of shares of our Class A common stock to executives, other key employees, consultants, non-employee directors, and eligible participants under various types of options, restricted stock, or other equity instruments. As of June 30, 2026, there were
Included in salaries, wages, and related expenses within the condensed consolidated statements of operations is stock-based compensation reversal of less than $
The Incentive Plan allows participants to pay the federal and state minimum statutory tax withholding requirements related to awards that vest or allows participants to deliver to us shares of Class A common stock having a fair market value equal to the minimum amount of such required withholding taxes. To satisfy withholding requirements for shares that vested through June 30, 2026, certain participants elected to forfeit receipt of an aggregate of
| Note 9. | Commitments and Contingencies |
Legal Proceedings
From time-to-time, we are a party to litigation arising in the ordinary course of business, most of which involves claims for personal injury, workers’ compensation, and/or property damage incurred in connection with the transportation of freight. We record a liability for the estimated cost of the uninsured portion of pending claims and the estimated allocated loss adjustment expenses, including legal and other direct costs associated with a claim, when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated.
There are inherent uncertainties in these legal matters, some of which are beyond management’s control, making the ultimate outcomes difficult to predict. Moreover, management's views and estimates related to these matters may change in the future, as new events and circumstances arise and the matters continue to develop. The Company’s business, results of operations, financial condition, or liquidity could be materially and adversely affected by the resolution of one or more of these contingencies.
In 2025, a third-party trucking company hauling a load brokered by Covenant Transport Solutions, LLC, and using a trailer owned by Landair Leasing, Inc. was involved in an accident in Texas that resulted in five fatalities and injuries to at least one other person. There are several possible defendants in the case, facts are still being developed, alleged damages have not been specified, and there are significant factual and legal issues to be resolved. The Company has concluded that a loss is probable in the litigation in Texas courts, but given the preliminary nature of the proceedings, the Company cannot reasonably estimate a range of possible losses at this time in excess of the amount accrued for legal costs. As of June 30, 2026, the Company has recognized approximately $
Other Commitments and Contingencies
We had $
| Note 10. | Equity Method Investment |
We own a
As of June 30, 2026, we had a revenue equipment operating lease liability to TEL of $
We have evaluated our interest in TEL under the variable interest entity model including consideration of whether we have (i) the power to direct the activities of TEL that most significantly impact its economic performance and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to TEL. We have determined that we are not the primary beneficiary of TEL because we do not have the power to direct the activities that most significantly impact TEL’s economic performance, which are directed by the majority owners in accordance with TEL's operating agreement. While we hold a significant equity interest in TEL, we do not have unilateral or controlling decision-making authority over significant activities. Accordingly, we do not consolidate TEL and 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 2026 net income through June 30, 2026, or $
Our accounts receivable from TEL, accounts payable to TEL, and investment in TEL as of June 30, 2026 and December 31, 2025 are as follows (in thousands):
| Description: | Balance Sheet Line Item: | June 30, 2026 | December 31, 2025 | ||||||
| Accounts receivable from TEL | Driver advances and other receivables | $ | $ | ||||||
| Accounts payable to TEL | Accrued expenses | $ | $ | ||||||
| Investment in TEL | Other assets | $ | $ | ||||||
| Operating lease obligations | Current and long-term portion of operating lease obligations | $ | $ | ||||||
Our accounts receivable from TEL related to cash disbursements made pursuant to our performance of certain back-office and maintenance functions on TEL’s behalf and our accounts payable to TEL primarily related to leased revenue equipment payment accruals.
| Note 11. | Goodwill, Intangibles, and Other Assets |
The Landair Holdings, Inc. ("Landair") trade name has a residual value of $
Amortization expense of $
A summary of other intangible assets as of June 30, 2026 and December 31, 2025 is as follows:
| (in thousands) | June 30, 2026 | |||||||||||||||
| Gross intangible assets | Accumulated amortization | Net intangible assets | Remaining life (months) | |||||||||||||
| Trade name: | ||||||||||||||||
| Dedicated | $ | $ | ( | ) | $ | |||||||||||
| Managed Freight | ( | ) | ||||||||||||||
| Warehousing | ( | ) | ||||||||||||||
| Total trade name | ( | ) | ||||||||||||||
| Non-compete agreement: | ||||||||||||||||
| Dedicated | ( | ) | ||||||||||||||
| Managed Freight | ( | ) | ||||||||||||||
| Total non-compete agreement | ( | ) | ||||||||||||||
| Customer relationships: | ||||||||||||||||
| Dedicated | ( | ) | ||||||||||||||
| Managed Freight | ( | ) | ||||||||||||||
| Warehousing | ( | ) | ||||||||||||||
| Total customer relationships: | ( | ) | ||||||||||||||
| Credentialing: | ||||||||||||||||
| Expedited | ( | ) | ||||||||||||||
| Total credentialing | ( | ) | ||||||||||||||
| Total other intangible assets | $ | $ | ( | ) | $ | |||||||||||
| (in thousands) | December 31, 2025 | |||||||||||||||
| Gross intangible assets | Accumulated amortization | Net intangible assets | Remaining life (months) | |||||||||||||
| Trade name: | ||||||||||||||||
| Dedicated | $ | $ | ( | ) | $ | |||||||||||
| Managed Freight | ( | ) | ||||||||||||||
| Warehousing | ( | ) | ||||||||||||||
| Total trade name | ( | ) | ||||||||||||||
| Non-compete agreement: | ||||||||||||||||
| Dedicated | ( | ) | ||||||||||||||
| Managed Freight | ( | ) | ||||||||||||||
| Total non-compete agreement | ( | ) | ||||||||||||||
| Customer relationships: | ||||||||||||||||
| Dedicated | ( | ) | ||||||||||||||
| Managed Freight | ( | ) | ||||||||||||||
| Warehousing | ( | ) | ||||||||||||||
| Total customer relationships: | ( | ) | ||||||||||||||
| Credentialing: | ||||||||||||||||
| Expedited | ( | ) | ||||||||||||||
| Total credentialing | ( | ) | 133 | |||||||||||||
| Total other intangible assets | $ | $ | ( | ) | $ | |||||||||||
The expected amortization of these assets for the next five successive years is as follows:
| (in thousands) | ||||
| 2026⁽¹⁾ | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
(1) Excludes the six months ended June 30, 2026.
The assignment of goodwill and intangible assets to our reportable segments was not complete as of June 30, 2026 due to the October 2025 Star Acquisition. The carrying amount of goodwill was $
| (in thousands) | ||||||||||||||||||||
| Expedited | Dedicated | Managed Freight | Warehousing | Total | ||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | |||||||||||||||
| Post-acquisition goodwill adjustments | ||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | $ | |||||||||||||||
At June 30, 2026, our insurance program involves self-insurance to certain risk retention levels. We accrue claims above our self-insured retention and record a corresponding receivable for the amounts we expect to collect from insurers upon settlement of such claims. We have $
| Note 12. | Equity |
Other Equity
On April 23, 2025, our Board approved a stock repurchase authorization of up to $
Dividends
On February 5, 2026, our Board declared a cash dividend of $
On February 10, 2025, our Board declared a cash dividend of $
| Note 13. | Acquisition of Assets of Brokerage Business Operating as Star Logistics Solutions |
On October 10, 2025, we acquired the assets of a truckload brokerage business, which we are operating as Star. Star operates in the consumer retail and disaster relief sectors where we historically have lacked exposure. Additionally, the disaster recovery market is highly specialized and synergistic with our Expedited business and offers occasional, high volume and high margin opportunities. The acquisition date fair value of the consideration transferred was $
The acquisition date fair value of the consideration transferred consisted of the following:
| October 10, 2025 | ||||
| (in thousands) | ||||
| Cash paid pursuant to Asset Purchase Agreement | $ | |||
| Contingent consideration | ||||
| Net purchase price | $ | |||
We estimated the fair value of the contingent consideration using a probability-weighted model. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. Refer to Note 3, "Fair Value of Financial Instruments" for information regarding changes in the contingent consideration arrangement.
All goodwill related to the acquisition is deductible for tax purposes, and there are no deferred income taxes arising from the acquisition.
The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date.
| October 10, 2025 | ||||
| Accounts receivable | $ | |||
| Driver advances and other receivables | ||||
| Inventory and supplies | ||||
| Prepaid expenses | ||||
| Other short-term assets | ||||
| Net property and equipment | ||||
| Other intangibles, net | ||||
| Total identifiable assets acquired | ||||
| Accounts payable | ( | ) | ||
| Accrued expenses | ( | ) | ||
| Current maturities of long-term debt | ( | ) | ||
| Current portion of operating lease obligations | ( | ) | ||
| Current portion of insurance and claims accrual | ( | ) | ||
| Long-term portion of operating lease obligations | ( | ) | ||
| Total liabilities assumed | ( | ) | ||
| Net identifiable assets acquired | ||||
| Goodwill | ||||
| Net assets acquired | $ | |||
Since acquisition we recognized measurement period adjustments which increased goodwill recognized for LTST by $
Star’s results have been included in the consolidated financial statements since the date of acquisition and are reported within our Managed Freight reportable segment.
| (in thousands) | ||||||||||||||||
| Three months ended | Six months ended | |||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Basic net income per share | $ | $ | $ | $ | ||||||||||||
| Diluted net income per share | $ | $ | $ | $ | ||||||||||||
The pro forma financial information for all periods presented above has been calculated after adjusting the results of Star to reflect the business combination accounting effects resulting from this acquisition, including the amortization expense from acquired intangible assets as though the acquisition occurred as of the beginning of the Company’s fiscal year 2025. As noted above, the allocation is preliminary and changes to the value of the contingent consideration and finalization of our valuation could result in changes to the amount of amortization expense from acquired intangible assets included in the pro forma financial information presented above. The Company's historical consolidated financial statements have been adjusted in the pro forma combined financial statements to give effect to pro forma events that are directly attributable to the business combination and factually supportable. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of 2025.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The condensed consolidated financial statements include the accounts of Covenant Logistics Group, Inc., a Nevada holding company, and its wholly owned subsidiaries. References in this report to "we," "us," "our," the "Company," and similar expressions refer to Covenant Logistics Group, Inc. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
This report contains certain statements that may be considered forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including without limitation: any projections of earnings, revenues, or other financial items; any statement of plans, strategies, and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; and any statements of belief and any statements of assumptions underlying any of the foregoing. In this Form 10-Q, statements relating to future impact of accounting standards, future third-party transportation provider expenses, future tax rates, expenses, and deductions, expected freight demand, capacity, and volumes and trucking industry conditions, potential defaults and 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, claims and litigation, anticipated levels of and fluctuations relating to insurance and claims expenses, including the erosion of available limits in our aggregate insurance policies, insurance and claims accruals, and the impact of a recent Supreme Court decision discussed in Item 1A of Part II in this Form 10-Q, 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," "improve," "remain," "strategy," derivations thereof, and similar terms and phrases. Such statements are based on currently available operating, financial, and competitive information. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the sections entitled "Item 1A. Risk Factors," set forth in this Form 10-Q and our Form 10-K for the year ended December 31, 2025. 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, 2025, along with various disclosures in our press releases, stockholder reports, and other filings with the Securities and Exchange Commission.
All such forward-looking statements speak only as of the date of this Form 10-Q. You are cautioned not to place undue reliance on such forward-looking statements. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in the events, conditions, or circumstances on which any such statement is based.
Executive Overview
Our second quarter earnings were $0.32 per diluted share, with constructive changes made on the revenue side of the business, but disappointing costs in the quarter. Our strategy remains to pursue durable margin improvement during the current freight market upcycle through committed contracts that phase in over the next several quarters and our goal is to have substantially all our asset-based business under long-term dedicated or other committed contracts by the end of this freight market upcycle.
Additional items of note for the second quarter of 2026 include the following:
| ● |
Total revenue of $332.9 million, an increase of 9.9% compared with the second quarter of 2025, and freight revenue (which excludes revenue from fuel surcharges) of $294.7 million, an increase of 6.6% compared with the second quarter of 2025; |
|
| ● |
Operating income of $8.8 million, compared with $11.6 million in the second quarter of 2025; |
|
| ● |
Net income of $8.5 million, or $0.32 per diluted share, compared with $9.8 million, or $0.36 per diluted share, in the second quarter of 2025; |
|
| ● |
Our equity investment in TEL provided $5.3 million of pre-tax earnings in the second quarter of 2026 compared to $4.3 million in the second quarter of 2025; |
|
| ● | We distributed a total of $1.8 million to stockholders through cash dividends; | |
| ● | Since December 31, 2025, total indebtedness, comprised of total debt and finance leases, net of cash, decreased by $6.6 million to $289.7 million, primarily due to fleet downsizing and selling excess equipment. With available borrowing capacity of $59.1 million under our Credit Facility at June 30, 2026 we do not expect to be required to test our fixed charge covenant in the foreseeable future; | |
| ● | Stockholders' equity at June 30, 2026, was $412.9 million; and | |
| ● |
Tangible book value at June 30, 2026, was $232.7 million. |
Outlook
We were pleased with the recent progress in our top-line results, despite incurring higher costs to serve our customers. Based on our growing pipeline of customer demand, we expect our fleet count to stabilize, our fleet percentage under dedicated and committed capacity contracts to grow, and our margins to expand gradually. Most of our Expedited and Dedicated fleets are under dedicated or similar committed capacity contracts, which will extend our renewal cycle compared with companies that operate largely in the uncommitted market. In the near term, approximately 40% of our Expedited fleet and 25% of our Dedicated fleet are operating under contracts that renew over the next 12 months, with many of these contracts being our least profitable. Additionally, we are intensely focused on reducing overhead and other controllable costs as a percentage of revenue. Despite our safety efforts, insurance and claims expense is expected to remain volatile due to high retention levels, the potential that we could be uninsured, underinsured, or experience claims that fall outside of our insurance coverage, the unpredictability of so-called nuclear verdicts in our industry, and the potential for higher costs and expansion of liability to Managed Freight operations after a recent Supreme Court decision, as discussed in Item 1A of Part II in this Form 10-Q. For the third quarter of 2026, we expect a modest sequential increase to earnings per share as anticipated operating margin improvement is partially offset by the absence of higher TEL equipment sales, lower income tax rate, and interest income that benefitted the second quarter. In the longer term, we are confident in our ability to grow revenue and materially improve our Expedited and Dedicated reportable segments operating margin as we continue offering world-class service to our customers and proactively reallocate assets to operations that we believe will enhance margins and returns.
Non-GAAP Reconciliation
In addition to operating ratio, we use "adjusted operating ratio" as a key measure of profitability. Adjusted operating ratio is not a substitute for operating ratio measured in accordance with GAAP. There are limitations to using non-GAAP financial measures. Adjusted operating ratio means operating expenses, net of fuel surcharge revenue, excluding amortization of intangibles, and significant unusual items, divided by total revenue, less fuel surcharge revenue. We believe the use of adjusted operating ratio allows us to more effectively compare periods, while excluding the potentially volatile effect of changes in fuel prices, amortization of intangibles, and significant unusual items. Our Board and management focus on our adjusted operating ratio as an indicator of our performance from period to period. We believe our presentation of adjusted operating ratio is useful because it provides investors and securities analysts the same information that we use internally to assess our core operating performance. Although we believe that adjusted operating ratio improves comparability in analyzing our period-to-period performance, it could limit comparability to other companies in our industry, if those companies define adjusted operating ratio differently. Because of these limitations, adjusted operating ratio should not be considered a measure of income generated by our business or discretionary cash available to us to invest in the growth of our business. Management compensates for these limitations by primarily relying on GAAP results and using non-GAAP financial measures on a supplemental basis.
Operating Ratio
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||||||||||||||||||
| GAAP Operating Ratio: |
2026 |
OR % |
2025 |
OR % |
2026 |
OR % |
2025 |
OR % |
||||||||||||||||||||||||
| Total revenue |
$ | 332,873 | $ | 302,854 | $ | 640,034 | $ | 572,209 | ||||||||||||||||||||||||
| Total operating expenses |
324,032 | 97.3 | % | 291,291 | 96.2 | % | 624,911 | 97.6 | % | 553,019 | 96.6 | % | ||||||||||||||||||||
| Operating income |
$ | 8,841 | $ | 11,563 | $ | 15,123 | $ | 19,190 | ||||||||||||||||||||||||
| Adjusted Operating Ratio: |
2026 |
Adj. OR % |
2025 |
Adj. OR % |
2026 |
Adj. OR % |
2025 |
Adj. OR % |
||||||||||||||||||||||||
| Total revenue |
$ | 332,873 | $ | 302,854 | $ | 640,034 | $ | 572,209 | ||||||||||||||||||||||||
| Fuel surcharge revenue |
(38,180 | ) | (26,322 | ) | (63,416 | ) | (52,458 | ) | ||||||||||||||||||||||||
| Freight revenue (total revenue, excluding fuel surcharge) |
294,693 | 276,532 | 576,618 | 519,751 | ||||||||||||||||||||||||||||
| Total operating income |
8,841 | 11,563 | 15,123 | 19,190 | ||||||||||||||||||||||||||||
| Adjusted for: |
||||||||||||||||||||||||||||||||
| Amortization of intangibles |
3,000 | 2,746 | 6,000 | 5,117 | ||||||||||||||||||||||||||||
| Contingent consideration liability adjustment |
328 | 710 | 656 | 1,420 | ||||||||||||||||||||||||||||
| Transaction costs |
- | - | - | 149 | ||||||||||||||||||||||||||||
| Adjusted operating income |
$ | 12,169 | 95.9 | % | $ | 15,019 | 94.6 | % | $ | 21,779 | 96.2 | % | $ | 25,876 | 95.0 | % | ||||||||||||||||
Revenue and Expenses
We focus on targeted markets throughout the United States where we believe our service standards can provide a competitive advantage. We are a major carrier for transportation companies such as parcel freight forwarders, less-than-truckload carriers, and third-party logistics providers that require a high level of service to support their businesses, as well as for traditional truckload customers such as manufacturers, retailers, and food and beverage shippers. Additionally, we provide poultry feed and live haul transportation, as well as highly regulated, time sensitive loads for the U.S. government.
We have four reportable segments, which include:
| ● |
Expedited: The Expedited reportable segment primarily provides truckload services to customers with high service freight and delivery standards, such as 1,000 miles in 22 hours, or 15-minute delivery windows. Expedited services generally require two-person driver teams on equipment either owned or leased by the Company. |
| ● |
Dedicated: The Dedicated reportable segment provides customers with committed truckload capacity over contracted periods with the goal of three to five years in length. Equipment is either owned or leased by the Company. The Dedicated reportable segment also provides shuttle and switching services related to shuttling containers and trailers in or around freight yards and to/from warehouses for Dedicated customers. |
| ● |
Managed Freight: The Managed Freight reportable segment includes our brokerage and transport management services (“TMS”). Brokerage services provide logistics capacity by outsourcing the carriage of customers’ freight to third parties. TMS provides comprehensive logistics services on a contractual basis to customers who prefer to outsource their logistics needs. |
| ● |
Warehousing: The Warehousing reportable segment provides day-to-day warehouse management services to customers who have chosen to outsource this function. The Warehousing reportable segment also provides shuttle and switching services related to shuttling containers and trailers in or around freight yards and to/from warehouses for Warehousing customers. |
In our Expedited and Dedicated reportable segments, we primarily generate revenue by transporting freight for our customers. Generally, we are paid a predetermined rate per mile for our truckload services. We enhance our truckload revenue by charging for tractor and trailer detention, loading and unloading activities, and other specialized services, as well as through the collection of fuel surcharges to mitigate the impact of increases in the cost of fuel. The main factors that could affect our Expedited and Dedicated revenue are the revenue per mile we receive from our customers, the percentage of miles for which we are compensated, and the number of shipments and miles we generate. These factors relate, among other things, to the general level of economic activity in the United States, inventory levels, specific customer demand, the level of capacity in the trucking industry, and driver availability.
The main expenses that impact the profitability of our Expedited and Dedicated reportable segments are the variable costs of transporting freight for our customers. These costs include fuel expenses, driver-related expenses, such as wages, benefits, training, and recruitment, and purchased transportation expenses, which primarily include compensating independent contractors. Expenses that have both fixed and variable components include maintenance and tire expense and our total cost of insurance and claims. These expenses generally vary with the miles we travel, but also have a controllable component based on safety, self-insured retention versus insurance premiums, fleet age, efficiency, and other factors. Historically, our main fixed costs include rentals and depreciation of long-term assets, such as revenue equipment and terminal facilities, and the compensation of non-driver personnel.
Within our Expedited and Dedicated reportable segments, we operate tractors driven by a single driver and also tractors assigned to two-person driver teams. Our single driver tractors generally operate in shorter lengths of haul, generate fewer miles per tractor, and experience more non-revenue miles, but the lower productive miles are expected to be offset by generally higher revenue per loaded mile and the reduced employee expense of compensating only one driver. In contrast, our two-person driver tractors generally operate in longer lengths of haul, generate greater miles per tractor, and experience fewer non-revenue miles, but we typically receive lower revenue per loaded mile and incur higher employee expenses of compensating both drivers. We expect operating statistics and expenses to shift with the mix of single and team operations.
Within our Managed Freight reportable segment, we derive revenue from Brokerage and TMS services, particularly, for arranging transportation services for customers, directly and through relationships with third-party providers and integration with our Expedited reportable segment. Additionally, utilizing technology and process management, we provide detailed visibility into a customer’s movement of freight – inbound and outbound – throughout the customer’s network and focused customer support through multiyear contracts. The main factors that impact profitability in terms of expenses are the variable costs of outsourcing the transportation freight for our customers and managing fixed costs, including purchased transportation, facility warehousing costs, salaries, and selling, general, and administrative expenses.
In May 2011, we acquired a 49.0% interest in TEL. TEL is a tractor and trailer equipment leasing company and used equipment reseller. We have accounted for our investment in TEL using the equity method of accounting and thus our financial results include our proportionate share of TEL's net income since May 2011.
Our main measures of profitability are operating ratio and adjusted operating ratio. We define adjusted operating ratio as operating expenses, net of fuel surcharge revenue, excluding amortization of intangibles, and significant unusual items, divided by total revenue, less fuel surcharge revenue. See page 24 for the uses and limitations associated with adjusted operating ratio.
Revenue Equipment
At June 30, 2026, we operated 2,202 tractors and 7,142 trailers. Of such tractors, 2,117 were owned, 15 were financed under finance or operating leases, and 70 tractors were provided by independent contractors, who own and drive their own tractors. Of such trailers, 6,405 were owned and 737 were held under finance or operating leases. At June 30, 2026, our fleet had an average tractor age of 2.2 years and an average trailer age of 6.1 years.
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. The payments to independent contractors and the financing of equipment under operating leases are recorded in revenue equipment rentals and purchased transportation. Expenses associated with company owned equipment, such as interest and depreciation, and expenses associated with employee drivers, including driver compensation, fuel, and other expenses, are not incurred with respect to independent contractors. Obtaining equipment from independent contractors and under operating leases effectively shifts financing expenses from interest to "above the line" operating expenses.
RESULTS OF CONSOLIDATED OPERATIONS
COMPARISON OF three and six months ended June 30, 2026 TO three and six months ended June 30, 2025
The following tables set forth the percentage relationship of certain items to total revenue and freight revenue (total revenue less fuel surcharge revenue) for the periods indicated, where applicable (dollars in thousands):
Revenue
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Revenue: |
||||||||||||||||
| Freight revenue |
$ | 294,693 | $ | 276,532 | $ | 576,618 | $ | 519,751 | ||||||||
| Fuel surcharge revenue |
38,180 | 26,322 | 63,416 | 52,458 | ||||||||||||
| Total revenue |
$ | 332,873 | $ | 302,854 | $ | 640,034 | $ | 572,209 | ||||||||
The increase in total revenue for the three months ended June 30, 2026 compared to 2025 primarily resulted from a $22.0 million, $3.9 million, and $1.1 million increase in freight revenue for Managed Freight, Dedicated, and Warehousing, respectively, partially offset by a $9.5 million decrease in freight revenue for Expedited, as well as an $11.9 million increase in fuel surcharge revenue. The increase in total revenue for the six months ended June 30, 2026 compared to 2025 primarily resulted from a $55.9 million, $12.8 million, and $4.7 million increase in freight revenue for Managed Freight, Dedicated, and Warehousing, respectively, partially offset by a $17.8 million decrease in freight revenue for Expedited, as well as an $11.0 million increase in fuel surcharge revenue.
See results of reportable segment operations section for discussion of fluctuations.
For comparison purposes in the discussion below, we use total revenue and freight revenue (total revenue less fuel surcharge revenue) when discussing changes as a percentage of revenue.
For each expense item discussed below, we have provided a table setting forth the relevant expense first as a percentage of total revenue, and then as a percentage of freight revenue.
Salaries, wages, and related expenses
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Salaries, wages, and related expenses |
$ | 110,134 | $ | 109,148 | $ | 219,402 | $ | 214,100 | ||||||||
| % of total revenue |
33.1 | % | 36.0 | % | 34.3 | % | 37.4 | % | ||||||||
| % of freight revenue |
37.4 | % | 39.5 | % | 38.0 | % | 41.2 | % | ||||||||
Salaries, wages, and related expenses remained relatively even on a dollars basis for the three months ended June 30, 2026 compared to the same 2025 period and increased on a dollars basis for the six months ended June 30, 2026 compared to the same 2025 period primarily as a result of growth in our Dedicated and Warehousing reportable segments, pay increases since the prior period, and group health expenses, partially offset by a lower percentage of revenue from Expedited. As a percentage of freight revenue for the three and six months ended June 30, 2026, 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 incur driver pay for team-driven tractors, and a higher percentage of revenue from Managed Freight, where we don't incur 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. Driver pay may also fluctuate based on the number of miles driven. While driver pay remains stable at the present time, we have historically put driver pay increases in place as necessary to address driver market pressure and will continue to do so in the future as necessary. If freight market rates increase, we would expect to, as we have historically, pass a portion of those rate increases on to our professional drivers. Salaries, wages, and related expenses will fluctuate to some extent based on the percentage of revenue generated by independent contractors and our Managed Freight reportable segment, for which payments are reflected in the purchased transportation line item, as well as the mix of specialized freight (which requires higher driver pay) and commoditized freight.
Fuel expense
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Fuel expense |
$ | 37,850 | $ | 27,989 | $ | 66,147 | $ | 56,157 | ||||||||
| % of total revenue |
11.4 | % | 9.2 | % | 10.3 | % | 9.8 | % | ||||||||
| % of freight revenue |
12.8 | % | 10.1 | % | 11.5 | % | 10.8 | % | ||||||||
Total fuel expense for the three and six months ended June 30, 2026 increased on a dollars basis primarily due to higher fuel prices partially offset by a 15.9% and 12.1% decrease in total miles, respectively, compared to the 2025 periods. As a percentage of freight revenue for the three and six months ended June 30, 2026, total fuel expense increased as the foregoing factors partially offset a lower percentage of revenue from Expedited, where we incur fuel expense, and a higher percentage of revenue from Managed Freight, where we don't incur fuel expense.
We receive a fuel surcharge on our loaded miles from most shippers; however, this does not cover the entire cost of fuel for several reasons, including the following: surcharges cover only loaded miles we operate; surcharges do not cover miles driven out-of-route by our drivers; and surcharges typically do not cover refrigeration unit fuel usage or fuel burned by tractors while idling. Moreover, most of our business relating to shipments obtained from freight brokers does not carry a fuel surcharge. Finally, fuel surcharges vary in the percentage of reimbursement offered, and not all surcharges fully compensate for fuel price increases even on loaded miles.
The rate of fuel price changes also can have an impact on results. Most fuel surcharges are based on the average fuel price as published by the Department of Energy ("DOE") for the week prior to the shipment, meaning we typically bill customers in the current week based on the previous week's applicable index. Therefore, in times of increasing fuel prices, we do not recover as much as we are currently paying for fuel. In periods of declining prices, the opposite is true. Fuel prices as measured by the DOE were $1.43 per gallon, or 39.6%, higher for the quarter ended June 30, 2026 compared with the same quarter in 2025.
To measure the effectiveness of our fuel surcharge program, we subtract fuel surcharge revenue (other than the fuel surcharge revenue we reimburse to independent contractors and other third parties which is included in purchased transportation) from our fuel expense. The result is referred to as net fuel expense. Our net fuel expense as a percentage of freight revenue is affected by the cost of diesel fuel net of fuel surcharge revenue, the percentage of miles driven by company tractors, our fuel economy, and our percentage of deadhead miles, for which we do not receive material fuel surcharge revenues.
Net fuel expense is shown below:
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Total fuel surcharge |
$ | 38,180 | $ | 26,322 | $ | 63,416 | $ | 52,458 | ||||||||
| Less: Fuel surcharge revenue reimbursed to independent contractors and other third parties |
2,126 | 1,725 | 3,633 | 3,384 | ||||||||||||
| Company fuel surcharge revenue |
$ | 36,054 | $ | 24,597 | $ | 59,783 | $ | 49,074 | ||||||||
| Total fuel expense |
$ | 37,850 | $ | 27,989 | $ | 66,147 | $ | 56,157 | ||||||||
| Less: Company fuel surcharge revenue |
36,054 | 24,597 | 59,783 | 49,074 | ||||||||||||
| Net fuel expense |
$ | 1,796 | $ | 3,392 | $ | 6,364 | $ | 7,083 | ||||||||
| % of freight revenue |
0.6 | % | 1.2 | % | 1.1 | % | 1.4 | % | ||||||||
For the periods presented, net fuel expense remained relatively even as a percentage of freight revenue.
We expect to continue managing our idle time and tractor speeds, investing in more fuel-efficient tractors and auxiliary power units to improve our miles per gallon, partnering with customers to adjust fuel surcharge programs that are inadequate to recover a fair portion of fuel costs, and testing the latest technologies that reduce fuel consumption. Going forward, our net fuel expense is expected to fluctuate as a percentage of revenue based on factors such as diesel fuel prices, percentage recovered from fuel surcharge programs, percentage of uncompensated miles, percentage of revenue generated by team-driven tractors (which tend to generate higher miles and lower revenue per mile, thus proportionately more fuel cost as a percentage of revenue), percentage of revenue generated from independent contractors, and the success of fuel efficiency initiatives. These fluctuations could be greater given international conflicts impacting the price of fuel.
Operations and maintenance
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Operations and maintenance |
$ | 18,766 | $ | 17,066 | $ | 36,680 | $ | 32,816 | ||||||||
| % of total revenue |
5.6 | % | 5.6 | % | 5.7 | % | 5.7 | % | ||||||||
| % of freight revenue |
6.4 | % | 6.2 | % | 6.4 | % | 6.3 | % | ||||||||
The increase in operations and maintenance for the three and six months ended June 30, 2026 was primarily the result of the increased average age of tractors, high demands on equipment as we grow our fleet in niche service areas, and increased recruiting costs.
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, the average age of our tractor fleet, accident severity and frequency, weather, the reliability of new and untested revenue equipment models, our mix of specialty and commoditized freight, wage and parts inflation, and any disruption of the supply chain. Our operations and maintenance expenses for the three and six months ended June 30, 2026 were at an elevated level, which we do not expect to continue going forward.
Revenue equipment rentals and purchased transportation
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Revenue equipment rentals and purchased transportation |
$ | 98,724 | $ | 76,791 | $ | 187,942 | $ | 133,596 | ||||||||
| % of total revenue |
29.7 | % | 25.4 | % | 29.4 | % | 23.3 | % | ||||||||
| % of freight revenue |
33.5 | % | 27.8 | % | 32.6 | % | 25.7 | % | ||||||||
The increases in revenue equipment rentals and purchased transportation for the three and six months ended June 30, 2026 were primarily the result of the 2025 Star Acquisition and heightened costs associated with securing capacity within the Managed Freight reportable segment. Additionally, total miles run by independent contractors decreased from 7.1% and 7.0% for the three and six months ended June 30, 2025, to 6.0% and 6.4% for the same 2026 periods, respectively.
We expect purchased transportation to fluctuate as volumes in our Managed Freight reportable segment may be volatile. In addition, if fuel prices increase, it would result in a further increase in what we pay third-party providers and independent contractors. However, this expense category will fluctuate with the number and percentage of loads hauled by independent contractors, loads handled by Managed Freight, and tractors, trailers, and other assets financed with operating leases. In addition, factors such as the cost to obtain third party transportation services and the amount of fuel surcharge revenue passed through to the third-party providers and independent contractors will affect this expense category. As industry-wide trucking capacity tightens in relation to freight demand, we have needed to increase the amounts we pay to third-party transportation providers and independent contractors, which increased this expense category on an absolute basis and as a percentage of freight revenue due to heightened costs outpacing our ability to capture contractual rate increases with certain of our customers. This trend may continue if capacity tightens further and we are unable to capture contractual rate increases to cover the heightened costs. If we were to recruit more independent contractors, we would expect this line item to increase as a percentage of revenue.
Operating taxes and licenses
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Operating taxes and licenses |
$ | 3,026 | $ | 3,436 | $ | 6,015 | $ | 7,022 | ||||||||
| % of total revenue |
0.9 | % | 1.1 | % | 0.9 | % | 1.2 | % | ||||||||
| % of freight revenue |
1.0 | % | 1.2 | % | 1.0 | % | 1.4 | % | ||||||||
For the periods presented, the change in operating taxes and licenses was insignificant both as a percentage of total revenue and freight revenue.
Insurance and claims
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Insurance and claims |
$ | 18,138 | $ | 17,307 | $ | 30,784 | $ | 32,590 | ||||||||
| % of total revenue |
5.4 | % | 5.7 | % | 4.8 | % | 5.7 | % | ||||||||
| % of freight revenue |
6.2 | % | 6.3 | % | 5.3 | % | 6.3 | % | ||||||||
On a cents per mile basis, insurance and claims increased to 31.3 cents per mile and 26.3 cents per mile for the three and six months ended June 30, 2026, respectively, compared to 25.1 cents per mile and 24.5 for the 2025 periods, respectively, primarily due to decreased miles compared to the same 2025 periods and increased settlements in the three months ended June 30, 2026, partially offset by reduced insurance and claims expense during the six months ended June 30, 2026. Miles decreased primarily due to reducing our Expedited fleet as well as weather in 2026.
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 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. We replaced our $9.0 million in excess of $1.0 million layer with a new $7.0 million in excess of $3.0 million policy that we continue to maintain. Due to the erosion of the $9.0 million in excess of $1.0 million layer, any adverse developments in claims filed between April 1, 2018 and March 31, 2021, could result in additional expense accruals. As of June 30, 2026, there were no outstanding claims in this layer. 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 materially adverse effect on our business, results of operations, financial condition, or liquidity.
We expect insurance and claims expense to continue to be volatile over the long-term. The May 2026 United States Supreme Court decision that the Federal Aviation Administration Authorization Act does not preempt state law liability claims against freight brokers could lead to additional volatility in our insurance and claims expense, as discussed in Item 1A of Part II in this Form 10-Q. To the extent damages awarded against us for any claims exceed our coverage limits, involve significant aggregate use of our self-insured retention amounts, are uninsured, 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 |
|||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Communications and utilities |
$ | 1,877 | $ | 1,481 | $ | 3,911 | $ | 2,949 | ||||||||
| % of total revenue |
0.6 | % | 0.5 | % | 0.6 | % | 0.5 | % | ||||||||
| % of freight revenue |
0.6 | % | 0.5 | % | 0.7 | % | 0.6 | % | ||||||||
For the periods presented, the change in communications and utilities were insignificant both as a percentage of total revenue and freight revenue.
General supplies and expenses
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| General supplies and expenses |
$ | 12,399 | $ | 14,657 | $ | 26,598 | $ | 28,252 | ||||||||
| % of total revenue |
3.7 | % | 4.8 | % | 4.2 | % | 4.9 | % | ||||||||
| % of freight revenue |
4.2 | % | 5.3 | % | 4.6 | % | 5.4 | % | ||||||||
For the three and six months ended June 30, 2026, general supplies and expenses decreased as a result of the $0.7 million and $0.3 million decreases in the fair value of the contingent consideration recognized during the 2026 periods, respectively, compared to increases of $0.7 and $1.4 million recognized during the same 2025 periods, partially offset by increased technology costs during the 2026 periods.
Depreciation and amortization
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Depreciation and amortization |
$ | 22,819 | $ | 23,121 | $ | 46,795 | $ | 44,916 | ||||||||
| % of total revenue |
6.9 | % | 7.6 | % | 7.3 | % | 7.8 | % | ||||||||
| % of freight revenue |
7.7 | % | 8.4 | % | 8.1 | % | 8.6 | % | ||||||||
Depreciation and amortization consists primarily of depreciation of tractors, trailers, and other capital assets, as well as amortization of intangible assets.
Depreciation expense decreased $0.6 million to $19.8 million for the three months ended June 30, 2026 and increased $1.0 million to $40.8 million for the six months ended June 30, 2026, compared to $20.3 million and $39.8 million in the same 2025 periods. Amortization of intangible assets was $3.0 million and $6.0 million for the three and six months ended June 30, 2026 compared to $2.8 million and $5.1 million for the same 2025 periods. The increase for the three and six months ended June 30, 2026 is due to the amortization of the intangible asset related to the Star Acquisition.
We expect depreciation and amortization to increase on a per unit basis going forward as the cost of new equipment increases. Additionally, changes in the used tractor market have caused us to adjust residual values and increase depreciation, and further adjustments may be necessary in the future. These changes may also cause us to hold assets longer than planned, or experience increased losses on sale. If we were to grow our Expedited or Dedicated reportable segments we may face additional increases in depreciation and amortization.
Loss on disposition of property and equipment, net
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Loss on disposition of property and equipment, net |
$ | 299 | $ | 295 | $ | 637 | $ | 621 | ||||||||
| % of total revenue |
0.1 | % | 0.1 | % | 0.1 | % | 0.1 | % | ||||||||
| % of freight revenue |
0.1 | % | 0.1 | % | 0.1 | % | 0.1 | % | ||||||||
For the periods presented, the change in loss on disposition of property and equipment, net was insignificant both as a percentage of total revenue and freight revenue.
Interest expense, net
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Interest expense, net |
$ | 2,981 | $ | 2,470 | $ | 6,867 | $ | 5,327 | ||||||||
| % of total revenue |
0.9 | % | 0.8 | % | 1.1 | % | 0.9 | % | ||||||||
| % of freight revenue |
1.0 | % | 0.9 | % | 1.2 | % | 1.0 | % | ||||||||
For the periods presented, the change in interest expense, net was 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.
Income from equity method investment
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Income from equity method investment |
$ | 5,265 | $ | 4,268 | $ | 8,952 | $ | 8,044 | ||||||||
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, 2026 was insignificant for the periods presented. For the remainder of 2026, we expect TEL's earnings to remain relatively similar to those of the current period. However, due to TEL's business model, gains and losses on sale of equipment is a normal part of the business and can cause earnings to fluctuate from period to period and therefore our income from investment to similarly fluctuate.
Income tax expense
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Income tax expense |
$ | 2,590 | $ | 3,521 | $ | 4,253 | $ | 5,504 | ||||||||
| % of total revenue |
0.8 | % | 1.2 | % | 0.7 | % | 1.0 | % | ||||||||
| % of freight revenue |
0.9 | % | 1.3 | % | 0.7 | % | 1.1 | % | ||||||||
The decreases in income tax expense for the three and six months ended June 30, 2026 were the result of a $2.2 million and $4.7 million decrease in pre-tax income, respectively, compared to the same 2025 periods. The changes in pre-tax income resulted from the aforementioned changes in operating income.
The effective tax rate is different from the expected combined tax rate due primarily to state tax expense and permanent differences. The rate impact of items such as executive compensation disallowance and the deductibility of per diem payments will fluctuate in future periods as income fluctuates.
RESULTS OF SEGMENT OPERATIONS
We have four reportable segments, Expedited, Dedicated, Managed Freight, and Warehousing, each as described above.
COMPARISON OF three and six months ended June 30, 2026 TO three and six months ended June 30, 2025
The following table summarizes revenue and segment operating income data by reportable segment:
| (in thousands) |
Three Months Ended |
Six Months Ended |
||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Revenues: |
||||||||||||||||
| Expedited |
$ | 93,420 | $ | 97,300 | $ | 178,091 | $ | 191,993 | ||||||||
| Dedicated |
112,366 | 102,277 | 215,789 | 195,886 | ||||||||||||
| Managed Freight |
99,542 | 77,550 | 190,273 | 134,400 | ||||||||||||
| Warehousing |
26,878 | 25,727 | 54,585 | 49,930 | ||||||||||||
| Other |
667 | - | 1,296 | - | ||||||||||||
| Total revenues |
$ | 332,873 | $ | 302,854 | $ | 640,034 | $ | 572,209 | ||||||||
| Segment Operating Income(1): |
||||||||||||||||
| Expedited |
$ | 8,386 | $ | 7,466 | $ | 11,207 | $ | 13,056 | ||||||||
| Dedicated |
7,778 | 6,213 | 13,365 | 8,260 | ||||||||||||
| Managed Freight |
1,739 | 4,462 | 5,442 | 8,002 | ||||||||||||
| Warehousing |
1,574 | 1,916 | 3,352 | 3,760 | ||||||||||||
| (1) | 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, 2026 relates to a decrease of 17.0% in average total tractors compared to the 2025 quarter partially offset by a $5.6 million increase in fuel surcharge revenue. Average freight revenue per tractor per week increased 6.8% a result of a 25.0 cents per mile (or 11.8%) increase in average rate per total mile partially offset by a 4.2% decrease in average miles per unit compared to the 2025 quarter. Expedited team-driven tractors averaged 659 and 806 tractors in the second quarter of 2026 and 2025, respectively.
For the six months ended June 30, 2026 the decrease in Expedited revenue relates to a decrease of 13.8% in average total tractors compared to the 2025 period partially offset by a $3.9 million increase in fuel surcharge revenue. Average freight revenue per tractor per week increased 3.3% compared to the 2025 period as a result of a 16.0 cents per mile (or 7.5%) increase in average rate per total mile partially offset by a 3.8% decrease in average miles per unit as compared to the 2025 period. Expedited team-driven tractors averaged 683 and 801 tractors in the six months ended June 30, 2026 and 2025, respectively.
The increase in Dedicated revenue for the three months ended June 30, 2026 relates to an increase in average freight revenue per tractor per week of 8.6% partially offset by a 61, or 3.9%, average tractor decrease compared to the 2025 quarter. The increase in average freight revenue per tractor per week was the result of a 47.0 cents per mile (or 15.4%) increase in average rate per total mile partially offset by a 6.1% decrease in average miles per unit compared to the 2025 quarter.
For the six months ended June 30, 2026 the increase in Dedicated revenue relates to an increase in average freight revenue per tractor per week of 8.5%, partially offset by a 15, or 1.0%, average tractor decrease compared to the 2025 period. The increase in average freight revenue per tractor per week was the result of a 41.0 cents per mile (or 13.3%) increase in average rate per total mile partially offset by a 4.4% decrease in average miles per unit compared to the 2025 period.
For the three and six months ended June 30, 2026, Managed Freight total revenue increased compared to the 2025 periods primarily as a result of the fourth quarter 2025 Star Acquisition, with the second quarter of 2026 total revenue partially offset by the benefit of a surge contract during the second quarter of 2025 that was later discontinued.
For the three and six months ended June 30, 2026, Warehousing total revenue increased $1.1 million and $4.7 million compared to the 2025 periods primarily due to onboarding a significant customer in the fourth quarter of 2025.
The increase in Expedited segment operating income for the three months ended June 30, 2026 was primarily the result of a decrease in Expedited segment operating expenses partially offset by the aforementioned decrease in revenue. For the six months ended June 30, 2026 the decrease in Expedited segment operating income 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 six months ended June 30, 2026 was primarily the result of decreases in salaries, wages, and benefits for our professional drivers, operations and maintenance, and purchased transportation as compared to the same 2025 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 increase in Dedicated segment operating income for the three and six months ended June 30, 2026 was primarily the result of aforementioned increase in revenue, partially offset by an increase in Dedicated segment operating expenses. The increase in Dedicated segment operating expenses for the three and six months ended June 30, 2026, was primarily the result of increased salaries, wages, and benefits for our professional drivers, fuel expenses, and operations and maintenance costs since the 2025 periods as a result of productivity from our agricultural protein related fleet which was negatively impacted by avian influenza during the prior year periods as well as exiting non-specialized dedicated business that was below our preferred profitability thresholds. 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 decrease in segment operating income for Managed Freight for the three and six months ended June 30, 2026 was primarily the result of an increase in Managed Freight segment operating expenses partially offset by the aforementioned increase in Managed Freight revenue. The increase in Managed Freight segment operating expenses for the three and six months ended June 30, 2026 was primarily the result of the increases in revenue driving increases in variable expenses, primarily purchased transportation as well as heightened costs associated with securing capacity currently outpacing our ability to capture contractual rate increases with certain of our customers. Going forward, we seek to grow Managed Freight with profitable revenue from new customers from organic initiatives and the Star Acquisition, working closely with our asset-based segments to capitalize on overflow opportunities when available, and optimizing costs to yield longer-term margin goals in the mid-single digits, which would 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, 2026 is primarily due to startup-related costs and inefficiencies for a significant customer onboarded during the fourth quarter of 2025 that more than offset the aforementioned increase in revenue. Going forward, as activities within this startup normalize, our goal is to have operating income margins in the high-single digit range through a combination of rate increases and cost reductions.
LIQUIDITY AND CAPITAL RESOURCES
Our business requires significant capital investments over the short-term and the long-term. Historically, we have financed our capital requirements with borrowings under our Credit Facility, cash flows from operations, long-term operating leases, finance leases, secured installment notes with finance companies, and proceeds from the sale of our used revenue equipment. Going forward, we expect revenue equipment acquisitions to primarily be through purchases and finance leases. Further, we expect to increase our capital allocation toward our Dedicated, Managed Freight, and Warehousing reportable segments to become the go-to partner for our customers’ most critical transportation and logistics needs. We had working capital (total current assets less total current liabilities) of $26.6 million and $22.8 million at June 30, 2026 and December 31, 2025, 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 2.2 years at June 30, 2026, 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, 2026 and December 31, 2025 we had $324.4 million and $338.7 million in debt and lease obligations, respectively, consisting of the following:
| ● |
$51.0 million and $30.0 million outstanding borrowings under the Credit Facility; | |
| ● | $222.3 million and $251.7 million in equipment installment notes, respectively; | |
| ● | $15.8 million and $16.3 million in real estate notes, respectively; | |
| ● | $3.2 million and $3.2 million of the principal portion of financing lease obligations, respectively; and | |
| ● | $32.1 million and $37.5 million of the operating lease obligations, respectively. |
The decrease in equipment installment notes is primarily due to fleet downsizing and selling excess equipment. The decrease in operating lease obligations is primarily the result of scheduled amortization.
As of June 30, 2026, we had $51.0 million borrowings outstanding, undrawn letters of credit outstanding of approximately $19.9 million, and available borrowing capacity of $59.1 million under the Credit Facility. Fluctuations in the outstanding balance and related availability under our Credit Facility are driven primarily by cash flows from operations and the nature and timing 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, 2026 totaled $0.2 million of expenditures, as compared to $52.8 million of expenditures for the six months ended June 30, 2025. During the six months ended June 30, 2026, we took delivery of approximately 181 new tractors and 116 new trailers, while disposing of approximately 573 used tractors and 113 used trailers. Net losses on disposal of equipment and real estate in the six months ended June 30, 2026 and 2025 were $0.6 million for each period. Our current fleet plan for the balance of 2026 ranges from $50.0 million to $60.0 million, which is a significant reduction compared to 2025. 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. Our equipment plan reflects our priorities of maintaining the average age of our fleet in a manner that allows us to optimize operational uptime and related operating costs and offer a fleet of equipment that our professional drivers are proud to operate. We expect the benefits of improved utilization, fuel economy and maintenance costs to produce acceptable returns despite increased prices of new equipment and potentially lower values of used equipment. Given the mix change between our high mileage Expedited fleet and lower mileage Dedicated fleets, going forward, we anticipate the average age of our equipment to range from 25 to 28 months.
We distributed a total of $3.5 million to stockholders in the first six months of 2026 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.
Cash Flows
Net cash flows provided by operating activities decreased to $18.1 million for the six months ended June 30, 2026, compared to $46.7 million for the same 2025 period. Changes in operating assets and liabilities used $35.5 million and $7.7 million during the six months ended June 30, 2026 and 2025, respectively, and net income decreased to $13.0 million for the six months ended June 30, 2026, compared to $16.4 million for the same 2025 period. These increases in cash used during the 2026 period were partially offset by higher non-cash expenses such as deferred income tax expense and depreciation and amortization.
Net cash flows used by investing activities were $0.8 million for the six months ended June 30, 2026, compared to $53.5 million used in the same 2025 period. The decrease in net cash flows used by investing activities was primarily due to disposing of a large amount of unproductive used revenue equipment and buying very little new equipment, whereby we took delivery of approximately 181 new tractors and 116 new trailers, while disposing of approximately 573 used tractors and 113 used trailers during the 2026 period compared to delivery of 385 new tractors and 425 new trailers, while disposing of approximately 193 used tractors and 242 used trailers in the same 2025 period.
Net cash flows used by financing activities were $19.7 million for the six months ended June 30, 2026, compared to $28.7 million used in the same 2025 period. The decrease in net cash used by financing activities was primarily attributable to the absence of common stock repurchases during the 2026 period compared to $35.6 million of net common stock repurchases (inclusive of excise tax) in the 2025 period. This decrease in net cash usage was partially offset by net repayments relating to our notes payable and our Credit Facility of $9.0 million in the 2026 period compared to net borrowings of $14.0 million in the 2025 period.
Net cash flows provided by operating activities included contingent consideration payments related to the LTST acquisition of $8.3 million and $8.0 million during the 2026 and 2025 periods, respectively. Net cash flows used by financing activities included contingent consideration payments of $4.2 million related to the LTST acquisition and $0.6 million related to the Asset Acquisition during 2026, compared to contingent consideration payments of $4.5 million related to the LTST acquisition during 2025.
On April 23, 2025, the Board approved a stock repurchase program authorizing the purchase of up to $50 million of the Company's Class A common stock from time-to-time based upon market conditions and other factors. The stock may be repurchased on the open market, in privately negotiated transactions, or other legally permissible means, including pursuant to Rule 10b5-1 trading plans. The Company did not place a limit on the duration of the repurchase program. 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. There were no shares repurchased during six months ended June 30, 2026 and approximately 1.6 million shares of our class A common stock for $35.2 million (excluding excise tax) repurchased during the six months ended June 30, 2025 and the year ended December 31 2025.
Our cash flows may fluctuate depending on capital expenditures, future stock repurchases, dividends, strategic investments or divestitures, and the extent of future income tax obligations and refunds.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make decisions based upon estimates, assumptions, and factors we consider as relevant to the circumstances. Such decisions include the selection of applicable accounting principles and the use of judgment in their application, the results of which impact reported amounts and disclosures. Changes in future economic conditions or other business circumstances may affect the outcomes of our estimates and assumptions. Accordingly, actual results could differ from those anticipated. There have been no material changes to our most critical accounting policies and estimates during the three and six months ended June 30, 2026, 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, 2025.
| ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Our market risks have not changed materially from the market risks reported in our Form 10-K for the year ended December 31, 2025.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures to ensure that material information relating to us, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and the Board.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even effective internal control over financial reporting can only provide reasonable assurance of achieving its control objectives.
We have confidence in our internal controls and procedures. Nevertheless, our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure procedures and controls or our internal controls will prevent all errors or intentional fraud. An internal control system, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of such internal controls are met. Further, the design of an internal control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. As a result of the inherent limitations in all internal control systems, no evaluation of controls can provide absolute assurance that all our control issues and instances of fraud, if any, have been detected.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
| PART II |
OTHER INFORMATION |
| ITEM 1. |
LEGAL PROCEEDINGS |
Information about our legal proceedings is included in Note 9, "Commitments and Contingencies" of the accompanying condensed consolidated financial statements and is incorporated by reference herein.
| ITEM 1A. |
RISK FACTORS |
While we attempt to identify, manage, and mitigate risks and uncertainties associated with our business, some level of risk and uncertainty will always be present. Our Form 10-K for the year ended December 31, 2025, in the section entitled "Item 1A. Risk Factors," describe some of the risks and uncertainties associated with our business. The information below supplements such risk factors. We are amending and restating in its entirety the risk factor entitled "Litigation may adversely affect our business, financial condition, and results of operations" from our Form 10-K for the year ended December 31, 2025, as set forth below. The risk factor set forth below should be read in conjunction with the risk factors included in our Form 10-K for the year ended December 31, 2025. These risks and uncertainties have the potential to materially affect our business, financial condition, results of operations, cash flows, projected results, and future prospects.
Litigation may adversely affect our business, financial condition, and results of operations.
Our business is subject to the risk of litigation by employees, independent contractors, customers, vendors, government agencies, stockholders, and other parties through private actions, class actions, administrative proceedings, regulatory actions, and other processes. Recently, trucking companies, including us, have been and currently are subject to lawsuits, including class action lawsuits, alleging violations of various federal and state wage and hour laws regarding, among other things, employee meal breaks, rest periods, overtime eligibility, and failure to pay for all hours worked. A number of these lawsuits have resulted in the payment of substantial settlements or damages by the defendants. We operate a business that hauls arms, ammunitions, explosives, and other hazardous materials that could increase our exposure if there were an accident involving this freight.
The outcome of litigation, particularly class action lawsuits and regulatory actions, is difficult to assess or quantify, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. The cost to defend litigation may also be significant. Not all claims are covered by our insurance, and there can be no assurance that our coverage limits will be adequate to cover all amounts in dispute. Additionally, our premiums for certain insurance layers are subject to upward adjustments based on claims experience. To the extent we experience claims that are uninsured, exceed our coverage limits, involve significant aggregate use of our self-insured retention amounts, or cause increases in our insurance premiums, it could lead to increased volatility in our insurance and claims expense and any resulting increases in such expenses could have a materially adverse effect on our business, results of operations, financial condition, or cash flows.
In addition, we may be subject, and have been subject in the past, to litigation resulting from trucking accidents. The number and severity of litigation claims may be worsened by distracted driving by both truck drivers and other motorists. These lawsuits have resulted, and may result in the future, in the payment of substantial settlements or damages and increases of our insurance costs.
In the Montgomery v. Caribe Transport II, LLC case, decided in May 2026, the United States Supreme Court (the "Supreme Court") determined that the Federal Aviation Administration Authorization Act does not preempt state law liability claims against freight brokers. As a result of the Supreme Court decision, freight brokers, including certain of our subsidiaries, can be held liable if proven to be negligent or otherwise culpable in connection with selecting or interacting with a motor carrier it selects that injures a plaintiff in a motor vehicle accident. Because the law varies from state-to-state, we may experience inconsistent outcomes depending on where a claim is filed. If we are found liable for the acts or omissions of third‑party providers, we could be subject to significant damages, increased insurance and claims costs, volatility in our results, and other adverse impacts that could be materially adverse to our business, financial condition, and results of operations. For additional clarification, see Note 9, "Commitments and Contingencies" of our condensed consolidated financial statements.
| ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
During the quarter ended June 30, 2026, we did not engage in unregistered sales of securities or any other transactions required to be reported under this Item 2 of Part II on Form 10-Q.
The payment of cash dividends is currently limited by our financing arrangements, including certain covenants under our Credit Facility. We distributed a total of $3.5 million to stockholders in the first six months of 2026 through dividends.
| ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES |
Not applicable.
| ITEM 4. |
MINE SAFETY DISCLOSURES |
Not applicable.
| ITEM 5. | INFORMATION |
On , , our , a previously disclosed Rule 10b5-1 trading plan that was adopted on February 20, 2026 and was intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. Pursuant the plan up to
On , , our , a Rule 10b5-1 trading plan, that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act, pursuant to which up to
ITEM 6. EXHIBITS
| Exhibit Number |
Reference |
Description |
| 3.1 |
(1) |
Fourth Amended and Restated Articles of Incorporation |
| 3.2 |
(2) |
Sixth Amended and Restated Bylaws |
| 4.1 |
(1) |
Fourth Amended and Restated Articles of Incorporation |
| 4.2 |
(2) |
Sixth Amended and Restated Bylaws |
| 10.1 | # | Twenty-First Amendment to Third Amended and Restated Credit Agreement, dated as of June 17, 2026, among Covenant Logistics Group, Inc., Covenant Transport, LLC, CTG Leasing Company, Covenant Asset Management, LLC, Covenant Transport Solutions, LLC, Star Logistics Solutions, LLC, Covenant Logistics Holdings, Inc., Transport Management Services, LLC, Landair Holdings, Inc., Landair Transport, LLC, Landair Logistics, LLC, Landair Leasing, Inc., AAT Carriers, Inc., Lew Thompson & Son Trucking, LLC, Lew Thompson & Son Dedicated Leasing, LLC, Josh Thompson Trucking, LLC, Lew Thompson & Son Leasing, LLC, Sims Transport Services, LLC, and Bank of America, N.A. |
| 10.2 | #* | Form of Performance Restricted Stock Unit Award |
| 31.1 |
# |
Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by David R. Parker, the Company's Principal Executive Officer |
| 31.2 |
# |
Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by James S. Grant, the Company's Principal Financial Officer |
| 32.1 |
## |
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by David R. Parker, the Company's Chief Executive Officer |
| 32.2 |
## |
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by James S. Grant, the Company's Principal Financial Officer |
| 101.INS |
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
|
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
| 101.LAB |
Inline XBRL Taxonomy Extension Labels Linkbase Document |
|
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document and included in Exhibit 101) | |
| References: |
||
| (1) | Incorporated by reference to Exhibit 3.1 to the Company's Form 10-Q (File No. 001-42192), filed August 7, 2025. | |
| (2) |
Incorporated by reference to Exhibit 3.2 to the Company's Report on Form 8-K (File No. 000-24960), filed August 9, 2021. | |
| # |
Filed herewith. |
|
| ## |
Furnished herewith. |
|
| * | Management contract or compensatory plan or arrangement. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| COVENANT LOGISTICS GROUP, INC. |
||
| Date: August 7, 2026 |
By: |
/s/ James S. Grant |
| James S. Grant |
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| Chief Financial Officer in his capacity as such and as a duly authorized officer on behalf of the issuer |
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