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Covenant Logistics (NASDAQ: CVLG) grows Q2 2026 revenue but faces cost pressure

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Covenant Logistics Group reported Q2 2026 total revenue of $332,873 (in thousands), up 9.9% year over year, and freight revenue excluding fuel surcharges of $294,693 (in thousands), up 6.6%. GAAP net income was $8,535 (in thousands) and diluted EPS $0.32, versus $9,840 (in thousands) and $0.36 a year earlier. Adjusted EPS was $0.42, compared with $0.45.

Combined Truckload revenue grew to $205,786 (in thousands) as the company shifted freight to higher-rate, committed contracts, though freight revenue in that segment declined 3.2% on an 8.6% smaller fleet. Expedited freight revenue fell 11.4% as tractors were reduced 17.0%, but revenue per tractor per week rose 6.8%. Dedicated freight revenue increased 4.3%. Managed Freight revenue climbed 28.4%, largely from acquired assets, but margins compressed as capacity costs rose faster than contractual pricing. Equity income from the 49% stake in Transport Enterprise Leasing was $5.3 million, up from $4.3 million.

Net indebtedness decreased by $6.9 million to approximately $289.7 million, reducing the net indebtedness to total capitalization ratio to 41.2%. Management plans $50–$60 million of net capital equipment spending over the rest of 2026 and is moving more asset-based operations into long-term dedicated or other committed contracts. For Q3 2026, it expects a modest sequential EPS increase, but notes that insurance and claims expense may remain volatile, including after the Supreme Court’s Montgomery decision and potential nuclear verdicts.

Positive

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Negative

  • None.

Filing Explained

As of June 30, 2026, $2.6 million of cash and $59.1 million of immediate ABL capacity frame liquidity; contract renewals remain a near-term operating exposure.

Covenant Logistics Group reports completed financial and operating results for the quarter ended June 30, 2026 in this Form 8-K, which is used to report specified material events. The newly relevant structural detail is its quarter-end liquidity: $2.6 million of cash and $59.1 million of immediate borrowing capacity under its ABL facility.

The $59.1 million figure is borrowing capacity rather than cash already held; the filing separately reports $51.0 million of outstanding ABL borrowings and $19.9 million of undrawn letters of credit.

Net capital expenditures were less than $1.0 million in the first half of 2026 because proceeds from fleet downsizing and excess-equipment sales kept pace with replacement-equipment investment, while the company expects $50 million to $60 million for the rest of 2026.

The filing identifies a specific near-term operating uncertainty: approximately 40% of the Expedited fleet and 25% of the Dedicated fleet are under contracts renewing within the next 12 months, many of which the company describes as least profitable.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 Total Revenue 332,873 (in $000s) Three months ended June 30, 2026; up 9.9% year over year
Q2 2026 Freight Revenue (ex fuel) 294,693 (in $000s) Three months ended June 30, 2026; up 6.6% year over year
Q2 2026 Net Income 8,535 (in $000s) Three months ended June 30, 2026; compared with 9,840 (in $000s) in Q2 2025
Q2 2026 Diluted EPS 0.32 Income from continuing operations per diluted share; Q2 2025 was 0.36
Q2 2026 Adjusted Diluted EPS 0.42 Non-GAAP adjusted earnings per diluted share; Q2 2025 was 0.45
Managed Freight Q2 2026 Freight Revenue 99,542 (in $000s) Three months ended June 30, 2026; up 28.4% year over year
Net Indebtedness 289,686 (in $000s) As of June 30, 2026; net indebtedness to capitalization ratio 41.2%
Operating ratio financial
"Operating Ratio was 97.3% and Adjusted Operating Ratio (1) was 95.9%"
A company's operating ratio is a simple percentage that shows how much of its revenue is eaten up by the costs of running the business — calculated by dividing operating expenses by operating revenue. For investors it signals efficiency and profit potential: a lower operating ratio means the company keeps more of each dollar it earns (like a household with lower bills keeping more of its paycheck), while a higher ratio suggests tighter margins and less room to absorb shocks.
Adjusted operating income financial
"Adjusted Operating Income (1) was $12,169 versus $15,019 in 2025"
Adjusted operating income is a company's profit from its main activities, excluding certain one-time or unusual costs and gains. It helps investors see how well the business is performing in its normal operations, without distractions from rare events or expenses. This way, they get a clearer picture of the company’s true profitability.
Equity method investment financial
"Our 49% equity method investment with Transport Enterprise Leasing"
An equity method investment is an accounting way to report ownership in another company when an investor has significant influence (commonly around 20–50% of voting rights). Instead of listing the other company’s full assets and debts, the investor records its share of that company’s profits or losses on its own income statement—like keeping track of your share of a neighborhood bakery’s monthly earnings. Investors care because those shared profits, losses and changes in the investee’s value directly affect the investor’s reported earnings and balance sheet, so this method can materially change a company’s financial picture and valuation.
Net indebtedness to total capitalization financial
"our net indebtedness to total capitalization decreased to 41.2% at June 30, 2026"
Freight revenue per tractor per week financial
"a 5.9% increase in Combined Truckload average freight revenue per tractor per week"
nuclear verdicts regulatory
"the unpredictability of so-called nuclear verdicts in our industry"
An extremely large jury award in a civil lawsuit that far exceeds typical settlements or damages, often driven by punitive damages or juror anger. Like an unexpected financial earthquake, it can suddenly saddle a company with massive costs, raise insurance premiums, and change investor expectations about future legal risk and earnings volatility. Investors watch for these because they can materialy hurt cash flow, valuation and management decisions.
Total revenue 332,873 (in $000s) up 9.9% from 302,854 (in $000s) in Q2 2025
Net income 8,535 (in $000s) down from 9,840 (in $000s) in Q2 2025
Diluted EPS 0.32 down from 0.36 in Q2 2025
Adjusted EPS 0.42 down from 0.45 in Q2 2025
Guidance

For the third quarter of 2026, management expects a modest sequential increase to earnings per share.

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FAQ

What were Covenant Logistics Group (CVLG) Q2 2026 revenues and earnings?

Covenant Logistics reported Q2 2026 total revenue of $332,873 (in thousands) and freight revenue of $294,693 (in thousands). GAAP net income was $8,535 (in thousands), with diluted EPS of $0.32 and adjusted EPS of $0.42 for the quarter.

How did CVLG's operating ratios and margins trend in Q2 2026?

The operating ratio was 97.3% in Q2 2026, compared with 96.2% a year earlier, and the adjusted operating ratio was 95.9% versus 94.6%. This reflects higher costs, including maintenance and insurance, offsetting revenue growth and pressuring overall operating margins.

How did CVLG's truckload segments perform in Q2 2026?

Combined Truckload revenue reached $205,786 (in thousands), up 3.1%, though freight revenue fell 3.2% on an 8.6% smaller fleet. Expedited freight revenue declined 11.4% as tractors fell 17.0%, but revenue per tractor per week rose 6.8%. Dedicated freight revenue increased 4.3% year over year.

What were CVLG's Q2 2026 Managed Freight and Warehousing results?

Managed Freight freight revenue was $99,542 (in thousands), up 28.4% year over year, but its segment operating ratio weakened to 98.3%. Warehousing freight revenue rose to $26,722 (in thousands), up 4.4%, while startup costs and inefficiencies kept segment margins roughly in line with the prior year.

What is Covenant Logistics (CVLG) debt and liquidity position as of June 30, 2026?

Net indebtedness totaled approximately $289.7 million, down $6.9 million since year-end, with a net indebtedness to total capitalization ratio of 41.2%. Cash and cash equivalents were $2.6 million, and available borrowing capacity under the ABL facility was $59.1 million.

What outlook did CVLG provide for margins and EPS?

Management expects fleet count to stabilize, a higher share of business under dedicated or committed contracts, and margins to expand gradually. For Q3 2026, it anticipates a modest sequential EPS increase, while cautioning that insurance and claims expense may remain volatile, including after the Montgomery decision.

How much did CVLG earn from its TEL equity method investment in Q2 2026?

Covenant’s 49% equity method investment in Transport Enterprise Leasing generated $5.3 million of pre-tax net income in Q2 2026, or $0.16 per share, compared with $4.3 million, or $0.12 per share, in the same quarter of 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
___________________________________________________________________
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):
July 29, 2026
 
___________________________________________________________________
 
COVENANT LOGISTICS GROUP, INC.
(Exact name of registrant as specified in its charter)
 
 
Nevada
001-42192
88-0320154
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
  Identification No.)
 
400 Birmingham Hwy., Chattanooga, TN
37419
(Address of principal executive offices)
(Zip Code)
 
(423) 821-1212
(Registrant's telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
$0.01 Par Value Class A common stock
CVLG
The New York Stock Exchange
 
   
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
 
 
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.   ☐
 

1

 
     
Item 2.02
Results of Operations and Financial Condition.
   
 
On July 29, 2026, Covenant Logistics Group, Inc., a Nevada corporation (the "Company"), issued a press release announcing its financial and operating results for the quarter ended June 30, 2026.  A copy of the press release is attached to this report as Exhibit 99.1.
   
Item 9.01
Financial Statements and Exhibits.
   
 
(d)
Exhibits.
     
 
EXHIBIT
NUMBER
EXHIBIT DESCRIPTION
     
 
99.1
 
Covenant Logistics Group, Inc. press release, announcing its financial and operating results for the quarter ended June 30, 2026.
 
104
Cover Page Interactive Data File.
   
 
The information contained in Items 2.02 and 9.01 of this report and the exhibit hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
   
 
The information in Items 2.02 and 9.01 of this report and the exhibit hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange 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. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results or events may differ from those anticipated by forward-looking statements. Please refer to the italicized paragraph at the end of the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.
 
 

1

 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
 
COVENANT LOGISTICS GROUP, INC.
 
(Registrant)
 
     
Date: July 29, 2026
By:
/s/ James S. Grant
   
James S. Grant
   
Executive Vice President and Chief Financial Officer
 
0000928658 false 0000928658 2026-07-29 2026-07-29

Exhibit 99.1
 
COVENANT LOGISTICS GROUP ANNOUNCES SECOND QUARTER 2026
 
FINANCIAL AND OPERATING RESULTS
 
CHATTANOOGA, TENNESSEE – July 29, 2026 - Covenant Logistics Group, Inc. (NYSE: CVLG) (“Covenant” or the “Company”) announced today financial and operating results for the second quarter ended June 30, 2026. The Company’s conference call to discuss the quarter will be held at 10:00 A.M. Eastern Time on Thursday, July 30, 2026.
 
Chairman and Chief Executive Officer David R. Parker commented, “Our second quarter earnings were $0.32 per diluted share, or $0.42 per diluted share on a non-GAAP adjusted basis. We made constructive changes on the revenue side of the business, but our costs disappointed us 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.
 
“The freight market strengthened sequentially throughout the quarter, and our team did a good job of capitalizing on opportunities to improve the quality of our Combined Truckload revenue. During the quarter, we moved approximately 15% of our Expedited fleet from uncommitted freight to attractive committed contracts, expanded our dedicated protein supply chain exposure, reduced general commodity freight, and implemented rate increases for certain customers who fell short of our profitability requirements. These actions led to a 5.9% increase in Combined Truckload average freight revenue per tractor per week, consisting of a 15.1% increase in freight revenue per total mile, offset by an 8.0% decrease in average miles per unit. Over half the increase in freight revenue per total mile came from mix shift among business units, with the balance coming from rate increases. Our fleet size was down 3.3% sequentially and is expected to hold approximately steady into the stronger market.   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. Consistent with our strategy that lowered volatility during the recent freight market downturn, we intend to patiently pursue the customers and markets that help us create sustainable long-term value.
 
“Combined Truckload margins failed to expand due to pressure from equipment and maintenance, insurance and claims, driver expense, and general overhead that has not reduced as quickly as our tractor count over the past year. Maintenance and insurance claims together were approximately 8 cents per diluted share higher than our expectations and historical averages and are not expected to continue at this elevated level.  The excess maintenance and insurance claims expense more than offset an approximately 3 cents per diluted share benefit from a lower tax rate and interest income from a compensation plan, neither of which is expected to occur in the third quarter.  
 
“Managed Freight experienced early cycle margin compression due to capacity costs rising faster than revenue per load, which lowered gross margin.  This is typical early in the cycle because capacity is sourced in the spot market and most of our freight rates are contractual.  Additionally, last year’s quarter included the benefit of a surge contract that was discontinued.
 
“Our 49% equity method investment with Transport Enterprise Leasing (“TEL”) contributed pre-tax net income of $5.3 million, or $0.16 per share, compared to $4.3 million, or $0.12 per share, in the 2025 quarter.  TEL’s results benefited from higher equipment sale gains.”
 
Second Quarter Financial Performance:
 
 
Three Months Ended June 30,
 
 
Six Months Ended June 30,
 
($000s, except per share information)
 
2026
 
 
2025
 
 
2026
 
 
2025
 
Total Revenue
 
$
332,873
 
 
$
302,854
 
 
$
640,034
 
 
$
572,209
 
Freight Revenue, Excludes Fuel Surcharge
 
$
294,693
 
 
$
276,532
 
 
$
576,618
 
 
$
519,751
 
Operating Income
 
$
8,841
 
 
$
11,563
 
 
$
15,123
 
 
$
19,190
 
Adjusted Operating Income (1)
 
$
12,169
 
 
$
15,019
 
 
$
21,779
 
 
$
25,876
 
Operating Ratio
 
 
97.3
%
 
 
96.2
%
 
 
97.6
%
 
 
96.6
%
Adjusted Operating Ratio (1)
 
 
95.9
%
 
 
94.6
%
 
 
96.2
%
 
 
95.0
%
Net Income
 
$
8,535
 
 
$
9,840
 
 
$
12,955
 
 
$
16,403
 
Adjusted Net Income (1)
 
$
11,201
 
 
$
12,415
 
 
$
17,980
 
 
$
21,384
 
Earnings per Diluted Share
 
$
0.32
 
 
$
0.36
 
 
$
0.49
 
 
$
0.60
 
Adjusted Earnings per Diluted Share (1)
 
$
0.42
 
 
$
0.45
 
 
$
0.68
 
 
$
0.78
 
 
(1)
Represents non-GAAP measures.
1

 
Truckload Operating Data and Statistics
 
 
Three Months Ended June 30,
 
 
Six Months Ended June 30,
 
($000s, except statistical information)
 
2026
 
 
2025
 
 
2026
 
 
2025
 
Combined Truckload
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Revenue
 
$
205,786
 
 
$
199,577
 
 
$
393,880
 
 
$
387,879
 
Freight Revenue, excludes Fuel Surcharge
 
$
167,762
 
 
$
173,395
 
 
$
330,775
 
 
$
335,724
 
Segment Operating Income (1)
 
$
16,164
 
 
$
13,679
 
 
$
24,572
 
 
$
21,316
 
Adj. Seg. Operating Income (2)
 
$
8,651
 
 
$
9,590
 
 
$
13,462
 
 
$
15,799
 
Segment Operating Ratio (1)
 
 
92.1
%
 
 
93.1
%
 
 
93.8
%
 
 
94.5
%
Adj. Seg. Operating Ratio (2)
 
 
94.8
%
 
 
94.5
%
 
 
95.9
%
 
 
95.3
%
Average Freight Revenue per Tractor per Week
 
$
5,870
 
 
$
5,543
 
 
$
5,720
 
 
$
5,480
 
Average Freight Revenue per Total Mile
 
$
2.90
 
 
$
2.52
 
 
$
2.83
 
 
$
2.52
 
Average Miles per Tractor per Period
 
 
26,337
 
 
 
28,620
 
 
 
52,284
 
 
 
56,146
 
Weighted Average Tractors for Period
 
 
2,199
 
 
 
2,406
 
 
 
2,237
 
 
 
2,369
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Expedited
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Revenue
 
$
93,420
 
 
$
97,300
 
 
$
178,091
 
 
$
191,993
 
Freight Revenue, excludes Fuel Surcharge
 
$
73,742
 
 
$
83,229
 
 
$
145,691
 
 
$
163,478
 
Segment Operating Income (1)
 
$
8,386
 
 
$
7,466
 
 
$
11,207
 
 
$
13,056
 
Adj. Seg. Operating Income (2)
 
$
3,955
 
 
$
5,077
 
 
$
4,638
 
 
$
9,731
 
Segment Operating Ratio (1)
 
 
91.0
%
 
 
92.3
%
 
 
93.7
%
 
 
93.2
%
Adj. Seg. Operating Ratio (2)
 
 
94.6
%
 
 
93.9
%
 
 
96.8
%
 
 
94.0
%
Average Freight Revenue per Tractor per Week
 
$
7,949
 
 
$
7,442
 
 
$
7,629
 
 
$
7,383
 
Average Freight Revenue per Total Mile
 
$
2.36
 
 
$
2.11
 
 
$
2.28
 
 
$
2.12
 
Average Miles per Tractor per Period
 
 
43,868
 
 
 
45,754
 
 
 
86,618
 
 
 
90,018
 
Weighted Average Tractors for Period
 
 
714
 
 
 
860
 
 
 
739
 
 
 
856
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dedicated
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Revenue
 
$
112,366
 
 
$
102,277
 
 
$
215,789
 
 
$
195,886
 
Freight Revenue, excludes Fuel Surcharge
 
$
94,020
 
 
$
90,166
 
 
$
185,084
 
 
$
172,246
 
Segment Operating Income (1)
 
$
7,778
 
 
$
6,213
 
 
$
13,365
 
 
$
8,260
 
Adj. Seg. Operating Income (2)
 
$
4,696
 
 
$
4,513
 
 
$
8,824
 
 
$
6,068
 
Segment Operating Ratio (1)
 
 
93.1
%
 
 
93.9
%
 
 
93.8
%
 
 
95.8
%
Adj. Seg. Operating Ratio (2)
 
 
95.0
%
 
 
95.0
%
 
 
95.2
%
 
 
96.5
%
Average Freight Revenue per Tractor per Week
 
$
4,870
 
 
$
4,486
 
 
$
4,778
 
 
$
4,403
 
Average Freight Revenue per Total Mile
 
$
3.53
 
 
$
3.06
 
 
$
3.49
 
 
$
3.08
 
Average Miles per Tractor per Period
 
 
17,913
 
 
 
19,085
 
 
 
35,356
 
 
 
36,974
 
Weighted Average Tractors for Period
 
 
1,485
 
 
 
1,546
 
 
 
1,498
 
 
 
1,513
 
 
(1)
Segment operating income and segment operating ratio exclude indirect costs not directly attributable to any one reportable segment, amortization of intangible assets, impairment of goodwill, and contingent consideration liability adjustments to match the information our Chief Operating Decision Maker uses to evaluate the operating results of our reportable segments. The prior year periods have been conformed to this presentation.
(2)
Represents non-GAAP measures.
 
2

 
Combined Truckload Revenue
 
Paul Bunn, the Company’s President commented on Combined Truckload operations, “For the quarter, total revenue in our truckload operations increased 3.1%, to $205.8 million.  The increase in total revenue consisted of $11.8 million more fuel surcharge revenue, which varies with the cost of fuel, offset by $5.6 million less freight revenue. The reduction in freight revenue is largely attributable to an 8.6% decrease in the average fleet size, offset with the improvements to pricing and freight mix discussed earlier.  
 
Expedited Truckload Revenue
 
Mr. Bunn added, “Freight revenue in our Expedited segment decreased $9.5 million, or 11.4%. Average total tractors decreased by 146 units or 17.0% to 714, compared to 860 in the prior year quarter. Average freight revenue per tractor per week increased 6.8% compared to the prior year quarter, as a result of an 11.4% increase in revenue per total mile, partially offset by an approximately 4.2% decline in miles per average tractor. During the quarter, we converted approximately 15% of our Expedited fleet to multi-year committed capacity contracts and reduced a portion of the fleet serving customers with commoditized freight. As we progress throughout this cycle, our focus for our Expedited fleet is to serve customers who truly need our teams and are willing to agree to multi-year agreements as a sign of their commitment.
 
Dedicated Truckload Revenue
 
“For the quarter, freight revenue in our Dedicated segment increased $3.9 million, or 4.3%. Average total tractors decreased by 61 units or 3.9% to 1,485, compared to 1,546 in the prior year quarter. Average freight revenue per tractor per week increased 8.6% as a result of the expansion of our agricultural protein-related business and exiting non-specialized dedicated business that has struggled to meet profitability thresholds.”
 
Combined Truckload Operating Expenses
 
Mr. Bunn continued, “Our combined truckload operating expenses increased approximately $0.38 per total mile, or 16%, on a non-GAAP adjusted basis, primarily reflecting business mix changes from the prior-year quarter and slightly outpacing combined Truckload freight revenue per total mile increase of 15.1%. As our high-mileage, capital-intensive Expedited fleet has been reduced, our more specialized agricultural-related protein fleet within Dedicated has grown. This mix shift has produced a combined truckload fleet with more consistent and predictable volumes, but fewer miles per tractor, resulting in higher revenue and cost to serve on a per-total-mile basis. In addition to business mix, operating costs were elevated during the quarter, especially related to maintenance and insurance claims expense, which surged beyond our expectations and historical averages during the quarter.  Going forward, we anticipate these costs to be more in line with our expectations, although given our level of risk retention, insurance and claims expense may vary from quarter to quarter.”
 
Managed Freight Segment
 
 
Three Months Ended June 30,
 
 
Six Months Ended June 30,
 
($000s)
 
2026
 
 
2025
 
 
2026
 
 
2025
 
Freight Revenue
 
$
99,542
 
 
$
77,550
 
 
$
190,273
 
 
$
134,400
 
Segment Operating Income (1)
 
$
1,739
 
 
$
4,462
 
 
$
5,442
 
 
$
8,002
 
Adj. Seg. Operating Income (2)
 
$
2,633
 
 
$
4,171
 
 
$
6,220
 
 
$
7,520
 
Segment Operating Ratio (1)
 
 
98.3
%
 
 
94.2
%
 
 
97.1
%
 
 
94.0
%
Adj. Seg. Operating Ratio (2)
 
 
97.4
%
 
 
94.6
%
 
 
96.7
%
 
 
94.4
%
 
(1)
Segment operating income and segment operating ratio exclude indirect costs not directly attributable to any one reportable segment, amortization of intangible assets, and contingent consideration liability adjustments to match the information our Chief Operating Decision Maker uses to evaluate the operating results of our reportable segments. The prior year periods have been conformed to this presentation.
(2)
Represents non-GAAP measures.
 
“For the quarter, Managed Freight grew freight revenue by 28.4% year over year increase, primarily attributable to the integration of assets acquired during the fourth quarter of 2025. However, the segment operating ratio and adjusted segment operating ratio were negatively impacted compared to the same quarter last year due to heightened costs associated with securing capacity, currently outpacing our ability to capture contractual rate increases with certain of our customers. Additionally, the 2025 quarter included the benefit of a surge contract in Managed Freight that was discontinued. As supply continues to exit the freight market, sourcing quality carrier capacity below contractual freight pricing remains challenging, despite the implementation of numerous rate increases. Additionally, higher insurance and claims expense has become a greater risk in Managed Freight after the Supreme Court’s recent Montgomery decision.
 
3

 
Warehousing Segment
 
 
Three Months Ended June 30,
 
 
Six Months Ended June 30,
 
($000s)
 
2026
 
 
2025
 
 
2026
 
 
2025
 
Freight Revenue
 
$
26,722
 
 
$
25,587
 
 
$
54,274
 
 
$
49,627
 
Segment Operating Income (1)
 
$
1,574
 
 
$
1,916
 
 
$
3,352
 
 
$
3,760
 
Adj. Seg. Operating Income (2)
 
$
885
 
 
$
1,258
 
 
$
2,097
 
 
$
2,557
 
Segment Operating Ratio (1)
 
 
94.1
%
 
 
92.6
%
 
 
93.9
%
 
 
92.5
%
Adj. Seg. Operating Ratio (2)
 
 
96.7
%
 
 
95.1
%
 
 
96.1
%
 
 
94.8
%
 
(1)
Segment operating income and segment operating ratio exclude indirect costs not directly attributable to any one reportable segment, amortization of intangible assets, and contingent consideration liability adjustments to match the information our Chief Operating Decision Maker uses to evaluate the operating results of our reportable segments. The prior year periods have been conformed to this presentation.
(2)
Represents non-GAAP measures.
 
“For the quarter, Warehousing’s freight revenue increased $1.1 million, primarily from onboarding a significant new customer in the fourth quarter of 2025. Segment operating income and adjusted segment operating income were comparable to the prior year period because new business startup expenses and operational inefficiencies more than offset the additional revenue.  Looking ahead, our focus will be on returning this segment to high single digit margins through the combination of rate increases and cost reductions.”
 
Capitalization, Liquidity and Capital Expenditures
 
Tripp Grant, the Company’s Chief Financial Officer, added the following comments: “At June 30, 2026, our total indebtedness, composed of total debt and finance lease obligations, net of cash (“net indebtedness”), decreased by $6.9 million to approximately $289.7 million as compared to December 31, 2025. In addition, our net indebtedness to total capitalization decreased to 41.2% at June 30, 2026, from 42.3% at December 31, 2025.
 
“At June 30, 2026, we had cash and cash equivalents totaling $2.6 million. Under our ABL credit facility, we had $51.0 million in outstanding borrowings, undrawn letters of credit outstanding of $19.9 million, and immediate available borrowing capacity of $59.1 million.
 
“At the end of the quarter, we had $0.3 million in assets held for sale that we anticipate disposing of within twelve months. The average age of our tractors increased to 26 months compared to 22 months a year ago. Given the mix change between our high mileage expedited fleet and lower mileage dedicated fleets, going forward, we anticipate the average age of our tractors to range from 25 to 28 months.
  
“Our net capital expenditures for the first half of the year were less than $1.0 million, as proceeds from fleet downsizing and selling excess used equipment kept pace with the investment in new replacement equipment. For the balance of 2026, our expectations for net capital equipment expenditures range from $50 million to $60 million.”
 
Outlook
 
Mr. Parker concluded, “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 Combined Truckload fleet is 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 unpredictability of so-called nuclear verdicts in our industry, and the potential for higher costs and expansion of liability to Managed Freight operations after the Montgomery decision. 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 Combined Truckload 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.
 
4

 
Conference Call Information
 
The Company will host a live conference call tomorrow, July 30, 2026, at 10:00 a.m. Eastern time to discuss the quarter. Individuals may access the call by dialing 877-550-1505 (U.S./Canada) and 0800-524-4760 (International). An audio replay will be available for one week following the call at 800-645-7964, access code 3895#. For additional financial and statistical information regarding the Company that is expected to be discussed during the conference call, please visit our website at www.covenantlogistics.com/investors under the icon “Earnings Info.”
 
About Covenant Logistics Group
Covenant Logistics Group, Inc., through its subsidiaries, offers a portfolio of transportation and logistics services to customers throughout the United States. Primary services include asset-based expedited and dedicated truckload capacity, as well as asset-light warehousing, transportation management, and freight brokerage capability. In addition, Transport Enterprise Leasing is an affiliated company providing revenue equipment sales and leasing services to the trucking industry. Covenant's Class A common stock is traded on the New York Stock Exchange under the symbol, “CVLG.”
 
(1) See GAAP to Non-GAAP Reconciliation in the schedules included with this release. In addition to operating income, segment operating income, operating ratio, segment operating ratio, net income, and earnings per diluted share, we use adjusted operating income, adjusted segment operating income, adjusted operating ratio, adjusted segment operating ratio, adjusted net income, and adjusted earnings per diluted share, non-GAAP measures, as key measures of profitability. Adjusted operating income, adjusted segment operating income, adjusted operating ratio, adjusted segment operating ratio, adjusted net income, and adjusted earnings per diluted share are not substitutes for operating income, segment operating income, operating ratio, segment operating ratio, net income, and earnings per diluted share measured in accordance with GAAP. There are limitations to using non-GAAP financial measures. We believe our presentation of these non-GAAP financial measures is useful because it provides investors and securities analysts with supplemental information that we use internally for purposes of assessing profitability. Further, our Board and management use non-GAAP operating income, segment operating income, operating ratio, segment operating ratio, net income, and earnings per diluted share measures on a supplemental basis to remove items that may not be an indicator of performance from period-to-period. Although we believe that adjusted operating income, adjusted segment operating income, adjusted operating ratio, adjusted segment operating ratio, adjusted net income, and adjusted earnings per diluted share improves comparability in analyzing our period-to-period performance, they could limit comparability to other companies in our industry, if those companies define such measures differently. Because of these limitations, adjusted operating income, adjusted segment operating income, adjusted operating ratio, adjusted segment operating ratio, adjusted net income, and adjusted earnings per diluted share should not be considered measures 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.
 
5

 
This press release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements may be identified by their use of terms or phrases such as expects, estimates, projects, believes, anticipates, plans, could,” “continue,” would, may, will, "intends," outlook, focus, seek, potential, mission, continue, goal, target, objective,” “strategy,derivations thereof, and similar terms and phrases. Forward-looking statements are based upon the current beliefs and expectations of our management and 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. In this press release, statements relating to equipment age, net capital equipment expenditures and related priorities, benefits, and returns, capital allocation alternatives, expectations for the general freight market, including rates and capacity, our ability to achieve our desired business mix, future margin and return on capital, future expenses, including maintenance and insurance and claims, progress toward our strategic goals and the expected impact of achieving such goals, and the statements under Outlook are forward-looking statements. The following factors, among others could cause actual results to differ materially from those in the forward-looking statements: Our business is subject to economic, credit, business, and regulatory factors affecting the truckload industry that are largely beyond our control; We may not be successful in achieving our strategic plan; We operate in a highly competitive and fragmented industry; We may not grow substantially in the future and we may not be successful in improving our profitability; We may not make acquisitions in the future, or if we do, we may not be successful in our acquisition strategy; Global conflicts could adversely impact our business and financial results; Increases in driver compensation or difficulties attracting and retaining qualified drivers could have a materially adverse effect on our profitability and the ability to maintain or grow our fleet; Our engagement of independent contractors to provide a portion of our capacity exposes us to different risks than we face with our tractors driven by company drivers; We derive a significant portion of our revenues from our major customers; Fluctuations in the price or availability of fuel, the volume and terms of diesel fuel purchase commitments, surcharge collection, and hedging activities may increase our costs of operation; We depend on third-party providers, particularly in our Managed Freight reportable segment; We depend on the proper functioning and availability of our management information and communication systems and other information technology assets (including the data contained therein) and a system failure or unavailability, including those caused by cybersecurity breaches internally or with third-parties, or an inability to effectively upgrade such systems and assets could cause a significant disruption to our business; If we are unable to retain our key employees, our business, financial condition, and results of operations could be harmed; Seasonality and the impact of weather and climate change and other catastrophic events affect our operations and profitability; We self-insure for a significant portion of our claims, have exposure outside of our insurance coverage, could be uninsured or underinsured, and have additional exposure following the Supreme Court's recent Montgomery decision, which could significantly increase the volatility of, and decrease the amount of, our earnings; Our self-insurance for auto liability claims and our use of a captive insurance company could adversely impact our operations; We have experienced, and may experience additional, erosion of available limits in our aggregate insurance policies; We may experience additional expense to reinstate insurance policies due to liability claims; We operate in a highly regulated industry; If our independent contractor drivers are deemed by regulators or judicial process to be employees, our business, financial condition, and results of operations could be adversely affected; Developments in labor and employment law and any unionizing efforts by employees or employees of related businesses could have a materially adverse effect on our results of operations; The Compliance Safety Accountability program adopted by the Federal Motor Carrier Safety Administration could adversely affect our profitability and operations, our ability to maintain or grow our fleet, and our customer relationships; Receipt of an unfavorable Department of Transportation safety rating at any of our motor carriers could have a materially adverse effect on our operations and profitability; Compliance with and changes to various environmental laws and regulations; Regulatory changes related to climate change could increase our costs significantly; Changes to trade regulation, export controls, duties, or tariffs; Litigation may adversely affect our business, financial condition, and results of operations; Conflicting views on environmental and societal matters may have a negative impact on our business, impose additional costs on us, and expose us to additional risks; A large-scale outbreak of avian flu or related illness among the nation’s poultry flock may adversely affect the revenues of our Dedicated segment; Our ABL credit facility and other financing arrangements contain certain covenants, restrictions, and requirements, and we may be unable to comply with such covenants, restrictions, and requirements; In the future, we may need to obtain additional financing that may not be available or, if it is available, may result in a reduction in the percentage ownership of our stockholders; Our indebtedness and finance and operating lease obligations could adversely affect our ability to respond to changes in our industry or business; Our profitability may be materially adversely impacted if our capital investments do not match customer demand or if there is a decline in the availability of funding sources for these investments; Increased prices for new revenue equipment, design changes of new engines, future uses of autonomous tractors, volatility in the used equipment market, decreased availability of new revenue equipment, and the failure of manufacturers to meet their sale or trade-back obligations to us could have a materially adverse effect on our business, financial condition, results of operations, and profitability; Our 49% owned subsidiary, Transport Enterprise Leasing, faces certain additional risks particular to its operations, any one of which could adversely affect our operating results; We could determine that our goodwill and other intangible assets are impaired, thus recognizing a related loss; Our Chairman of the Board and Chief Executive Officer and his wife control a large portion of our stock and have substantial control over us, which could limit other stockholders' ability to influence the outcome of key transactions, including changes of control; Provisions in our charter documents or Nevada law may inhibit a takeover, which could limit the price investors might be willing to pay for our Class A common stock; The market price of our Class A common stock may be volatile; We cannot guarantee the timing or amount of repurchases of our Class A common stock, or the declaration of future dividends, if any; Changes in taxation could lead to an increase of our tax exposure; If we fail to maintain effective internal control over financial reporting in the future, there could be an elevated possibility of a material misstatement, and such a misstatement could cause investors to lose confidence in our financial statements, which could have a material adverse effect on our stock price; and The effects of a widespread outbreak of an illness or disease, or any other public health crisis, as well as regulatory measures implemented in response to such events, could negatively impact the health and safety of our workforce and/or adversely impact our business and results of operations. Readers should review and consider these factors along with the various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.
 
For further information contact:
 
M. Paul Bunn, President
PBunn@covenantlogistics.com
 
Tripp Grant, Chief Financial Officer
TGrant@covenantlogistics.com
 
For copies of Company information contact:
 
Brooke McKenzie, Executive Administrative Assistant
BMcKenzie@covenantlogistics.com
 
6

 
  
Covenant Logistics Group, Inc.
Key Financial and Operating Statistics
 
   
Income Statement Data
 
   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
($s in 000s, except per share data)
 
2026
   
2025
   
% Change
   
2026
   
2025
   
% Change
 
Revenues
                                               
Freight revenue
 
$
294,693
   
$
276,532
     
6.6
%
 
$
576,618
   
$
519,751
     
10.9
%
Fuel surcharge revenue
   
38,180
     
26,322
     
45.0
%
   
63,416
     
52,458
     
20.9
%
Total revenue
 
$
332,873
   
$
302,854
     
9.9
%
 
$
640,034
   
$
572,209
     
11.9
%
                                                 
Operating expenses:
                                               
Salaries, wages, and related expenses
   
110,134
     
109,148
             
219,402
     
214,100
         
Fuel expense
   
37,850
     
27,989
             
66,147
     
56,157
         
Operations and maintenance
   
18,766
     
17,066
             
36,680
     
32,816
         
Revenue equipment rentals and purchased transportation
   
98,724
     
76,791
             
187,942
     
133,596
         
Operating taxes and licenses
   
3,026
     
3,436
             
6,015
     
7,022
         
Insurance and claims
   
18,138
     
17,307
             
30,784
     
32,590
         
Communications and utilities
   
1,877
     
1,481
             
3,911
     
2,949
         
General supplies and expenses
   
12,399
     
14,657
             
26,598
     
28,252
         
Depreciation and amortization
   
22,819
     
23,121
             
46,795
     
44,916
         
Loss on disposition of property and equipment, net
   
299
     
295
             
637
     
621
         
Total operating expenses
   
324,032
     
291,291
             
624,911
     
553,019
         
Operating income
   
8,841
     
11,563
             
15,123
     
19,190
         
Interest expense, net
   
2,981
     
2,470
             
6,867
     
5,327
         
Income from equity method investment
   
(5,265
)
   
(4,268
)
           
(8,952
)
   
(8,044
)
       
Income from continuing operations before income taxes
   
11,125
     
13,361
             
17,208
     
21,907
         
Income tax expense
   
2,590
     
3,521
             
4,253
     
5,504
         
Net income
 
$
8,535
   
$
9,840
           
$
12,955
   
$
16,403
         
                                                 
Basic earnings per share (1)
                                               
Income from continuing operations
 
$
0.34
   
$
0.38
           
$
0.52
   
$
0.62
         
Diluted earnings per share (1)
                                               
Income from continuing operations
 
$
0.32
   
$
0.36
           
$
0.49
   
$
0.60
         
Basic weighted average shares outstanding (000s)
   
25,215
     
26,041
             
25,149
     
26,295
         
Diluted weighted average shares outstanding (000s)
   
26,589
     
27,228
             
26,529
     
27,564
         
 
 
 
 
Segment Freight Revenues
 
 
 
Three Months Ended June 30,
 
 
Six Months Ended June 30,
 
($s in 000's)
 
2026
 
 
2025
 
 
% Change
 
 
2026
 
 
2025
 
 
% Change
 
Expedited - Truckload
 
$
73,742
 
 
$
83,229
 
 
 
(11.4
%)
 
$
145,691
 
 
$
163,478
 
 
 
(10.9
%)
Dedicated - Truckload
 
 
94,020
 
 
 
90,166
 
 
 
4.3
%
 
 
185,084
 
 
 
172,246
 
 
 
7.5
%
Combined Truckload
 
 
167,762
 
 
 
173,395
 
 
 
(3.2
%)
 
 
330,775
 
 
 
335,724
 
 
 
(1.5
%)
Managed Freight
 
 
99,542
 
 
 
77,550
 
 
 
28.4
%
 
 
190,273
 
 
 
134,400
 
 
 
41.6
%
Warehousing
 
 
26,722
 
 
 
25,587
 
 
 
4.4
%
 
 
54,274
 
 
 
49,627
 
 
 
9.4
%
Other
 
 
667
 
 
 
-
 
 
 
100.0
%
 
 
1,296
 
 
 
-
 
 
 
100.0
%
Consolidated Freight Revenue
 
$
294,693
 
 
$
276,532
 
 
 
6.6
%
 
$
576,618
 
 
$
519,751
 
 
 
10.9
%
 
 
 
Truckload Operating Statistics
 
 
 
Three Months Ended June 30,
 
 
Six Months Ended June 30,
 
 
 
2026
 
 
2025
 
 
% Change
 
 
2026
 
 
2025
 
 
% Change
 
Average freight revenue per loaded mile
 
$
3.50
 
 
$
2.96
 
 
 
18.2
%
 
$
2.83
 
 
$
2.97
 
 
 
15.2
%
Average freight revenue per total mile
 
$
2.90
 
 
$
2.52
 
 
 
15.1
%
 
$
5,720
 
 
$
2.52
 
 
 
12.3
%
Average freight revenue per tractor per week
 
$
5,870
 
 
$
5,543
 
 
 
5.9
%
 
$
52,284
 
 
$
5,480
 
 
 
4.4
%
Average miles per tractor per period
 
 
26,337
 
 
 
28,620
 
 
 
(8.0
%)
 
 
2,237
 
 
 
56,146
 
 
 
(6.9
%)
Weighted avg. tractors for period
 
 
2,199
 
 
 
2,406
 
 
 
(8.6
%)
 
 
2,202
 
 
 
2,369
 
 
 
(5.6
%)
Tractors at end of period
 
 
2,202
 
 
 
2,401
 
 
 
(8.3
%)
 
 
7,142
 
 
 
2,401
 
 
 
(8.3
%)
Trailers at end of period
 
 
7,142
 
 
 
6,639
 
 
 
7.6
%
 
 
2.83
 
 
 
6,639
 
 
 
7.6
%
 
 
 
 
Selected Balance Sheet Data
 
($s in '000's, except per share data)
 
6/30/2026
 
 
12/31/2025
 
Total assets
 
$
1,005,765
 
 
$
1,047,548
 
Total stockholders' equity
 
$
412,873
 
 
$
403,997
 
Total indebtedness, comprised of total debt and finance leases, net of cash
 
$
289,686
 
 
$
296,297
 
Net Indebtedness to Capitalization Ratio
 
 
41.2
%
 
 
42.3
%
Tangible book value per end-of-quarter basic share
 
$
9.18
 
 
$
8.69
 
 
 
7

 
Covenant Logistics Group, Inc.  
Non-GAAP Reconciliation (Unaudited)  
Adjusted Operating Income and Adjusted Operating Ratio(1)  
(Dollars in thousands)
 
Three Months Ended June 30,
 
 
Six Months Ended June 30,
 
GAAP Presentation
 
2026
 
 
2025
 
 
bps Change
 
 
2026
 
 
2025
 
 
bps Change
 
Total revenue
 
$
332,873
 
 
$
302,854
 
 
 
 
 
 
$
640,034
 
 
$
572,209
 
 
 
 
 
Total operating expenses
 
 
324,032
 
 
 
291,291
 
 
 
 
 
 
 
624,911
 
 
 
553,019
 
 
 
 
 
Operating income
 
$
8,841
 
 
$
11,563
 
 
 
 
 
 
$
15,123
 
 
$
19,190
 
 
 
 
 
Operating ratio
 
 
97.3
%
 
 
96.2
%
 
 
110
 
 
 
97.6
%
 
 
96.6
%
 
 
100
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP Presentation
 
2026
 
 
2025
 
 
bps Change
 
 
2026
 
 
2025
 
 
bps Change
 
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 (2)
 
 
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
 
 
 
15,019
 
 
 
 
 
 
 
21,779
 
 
 
25,876
 
 
 
 
 
Adjusted operating ratio
 
 
95.9
%
 
 
94.6
%
 
 
130
 
 
 
96.2
%
 
 
95.0
%
 
 
120
 
(1)
Pursuant to the requirements of Regulation G, this table reconciles consolidated GAAP operating income and operating ratio to consolidated non-GAAP adjusted operating income and adjusted operating ratio.
(2)
"Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets.
   
   Non-GAAP Reconciliation (Unaudited)
Adjusted Net Income and Adjusted EPS
 (1)
 
(Dollars in thousands)
 
Three Months Ended June 30,
 
 
Six Months Ended June 30,
 
 
 
2026
 
 
2025
 
 
2026
 
 
2025
 
GAAP Presentation - Net income
 
$
8,535
 
 
$
9,840
 
 
$
12,955
 
 
$
16,403
 
Adjusted for:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of intangibles (2)
 
 
3,000
 
 
 
2,746
 
 
 
6,000
 
 
 
5,117
 
Contingent consideration liability adjustment
 
 
328
 
 
 
710
 
 
 
656
 
 
 
1,420
 
Transaction costs
 
 
-
 
 
 
-
 
 
 
-
 
 
 
149
 
Total adjustments before taxes
 
 
3,328
 
 
 
3,456
 
 
 
6,656
 
 
 
6,686
 
Provision for income tax expense at effective rate
 
 
(662
)
 
 
(881
)
 
 
(1,631
)
 
 
(1,705
)
Tax effected adjustments
 
$
2,666
 
 
$
2,575
 
 
$
5,025
 
 
$
4,981
 
Non-GAAP Presentation - Adjusted net income
 
$
11,201
 
 
$
12,415
 
 
$
17,980
 
 
$
21,384
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP Presentation - Diluted earnings per share ("EPS")
 
$
0.32
 
 
$
0.36
 
 
$
0.49
 
 
$
0.60
 
Adjusted for:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of intangibles (2)
 
 
0.11
 
 
 
0.10
 
 
 
0.23
 
 
 
0.19
 
Contingent consideration liability adjustment
 
 
0.01
 
 
 
0.03
 
 
 
0.02
 
 
 
0.05
 
Transaction costs
 
 
-
 
 
 
-
 
 
 
-
 
 
 
0.01
 
Total adjustments before taxes
 
 
0.12
 
 
 
0.13
 
 
 
0.25
 
 
 
0.25
 
Provision for income tax expense at effective rate
 
 
(0.02
)
 
 
(0.04
)
 
 
(0.06
)
 
 
(0.07
)
Tax effected adjustments
 
$
0.10
 
 
$
0.09
 
 
$
0.19
 
 
$
0.18
 
Non-GAAP Presentation - Adjusted EPS(3)
 
$
0.42
 
 
$
0.45
 
 
$
0.68
 
 
$
0.78
 
   
(1)
Pursuant to the requirements of Regulation G, this table reconciles consolidated GAAP net income to consolidated non-GAAP adjusted net income and consolidated GAAP diluted earnings per share to non-GAAP consolidated Adjusted EPS.
(2)
"Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets.
(3)
Total may not sum due to rounding.
 
 
8

 
 
 
Covenant Logistics Group, Inc
Non-GAAP Reconciliation (Unaudited)
Adjusted Operating Income and Adjusted Operating Ratio (1)
                                                                                 
(Dollars in thousands)
  Three Months Ended June 30,  
GAAP Presentation
  2026     2025  
    Expedited     Dedicated     Combined Truckload     Managed Freight     Warehousing     Expedited     Dedicated     Combined Truckload     Managed Freight     Warehousing  
Total revenue
 
$
93,420    
$
112,366    
$
205,786    
$
99,542    
$
26,878    
$
97,300    
$
102,277    
$
199,577    
$
77,550    
$
25,727  
Total segment operating expenses (2)
    85,034       104,588       189,622       97,803       25,304       89,834       96,064       185,898       73,088       23,811  
Segment operating income (2)
 
$
8,386    
$
7,778    
$
16,164    
$
1,739    
$
1,574    
$
7,466    
$
6,213    
$
13,679    
$
4,462    
$
1,916  
Segment operating ratio (2)
    91.0
%
    93.1
%
    92.1
%
    98.3
%
    94.1
%
    92.3
%
    93.9
%
    93.1
%
    94.2
%
    92.6
%
                                                                                 
Non-GAAP Presentation
                                                                               
Total revenue
 
$
93,420    
$
112,366    
$
205,786    
$
99,542    
$
26,878    
$
97,300    
$
102,277    
$
199,577    
$
77,550    
$
25,727  
Fuel surcharge revenue
    (19,678
)
    (18,346
)
    (38,024
)
    -       (156
)
    (14,071
)
    (12,111
)
    (26,182
)
    -       (140
)
Freight revenue (total revenue, excluding fuel surcharge)
    73,742       94,020       167,762       99,542       26,722       83,229       90,166       173,395       77,550       25,587  
                                                                                 
Total segment operating income (2)
 
$
8,386    
$
7,778       16,164    
$
1,739    
$
1,574    
$
7,466    
$
6,213       13,679    
$
4,462    
$
1,916  
Adjusted for:
                                                                               
Other (3)
    (4,431
)
    (3,082
)
    (7,513
)
    894       (689
)
    (2,389
)
    (1,700
)
    (4,089
)
    (291
)
    (658
)
Adjusted segment operating income
    3,955       4,696       8,651       2,633       885       5,077       4,513       9,590       4,171       1,258  
Adjusted segment operating ratio
    94.6
%
    95.0
%
    94.8
%
    97.4
%
    96.7
%
    93.9
%
    95.0
%
    94.5
%
    94.6
%
    95.1
%
 
 
                                                                                 
    Six Months Ended June 30,  
GAAP Presentation
  2026     2025  
    Expedited     Dedicated     Combined Truckload     Managed Freight     Warehousing     Expedited     Dedicated     Combined Truckload     Managed Freight     Warehousing  
Total revenue
 
$
178,091    
$
215,789    
$
393,880    
$
190,273    
$
54,585    
$
191,993    
$
195,886    
$
387,879    
$
134,400    
$
49,930  
Total segment operating expenses (2)
    166,884       202,424       369,308       184,831       51,233       178,937       187,626       366,563       126,398       46,170  
Segment operating income (2)
 
$
11,207    
$
13,365    
$
24,572    
$
5,442    
$
3,352    
$
13,056    
$
8,260    
$
21,316    
$
8,002    
$
3,760  
Segment operating ratio (2)
    93.7
%
    93.8
%
    93.8
%
    97.1
%
    93.9
%
    93.2
%
    95.8
%
    94.5
%
    94.0
%
    92.5
%
                                                                                 
Non-GAAP Presentation
                                                                               
Total revenue
 
$
178,091    
$
215,789    
$
393,880    
$
190,273    
$
54,585    
$
191,993    
$
195,886    
$
387,879    
$
134,400    
$
49,930  
Fuel surcharge revenue
    (32,400
)
    (30,705
)
    (63,105
)
    -       (311
)
    (28,515
)
    (23,640
)
    (52,155
)
    -       (303
)
Freight revenue (total revenue, excluding fuel surcharge)
    145,691       185,084       330,775       190,273       54,274       163,478       172,246       335,724       134,400       49,627  
                                                                                 
Total segment operating income (2)
 
$
11,207    
$
13,365    
$
24,572    
$
5,442    
$
3,352    
$
13,056    
$
8,260    
$
21,316    
$
8,002    
$
3,760  
Adjusted for:
                                                                               
Other (3)
    (6,569
)
    (4,541
)
    (11,110
)
    778       (1,255
)
    (3,325
)
    (2,341
)
    (5,666
)
    (482
)
    (1,203
)
Transaction costs
    -       -       -       -       -       -       149       149       -       -  
Adjusted segment operating income
    4,638       8,824       13,462       6,220       2,097       9,731       6,068       15,799       7,520       2,557  
Adjusted segment operating ratio
    96.8
%
    95.2
%
    95.9
%
    96.7
%
    96.1
%
    94.0
%
    96.5
%
    95.3
%
    94.4
%
    94.8
%
 
(1)
Pursuant to the requirements of Regulation G, this table reconciles consolidated GAAP segment operating income and segment operating ratio to consolidated non-GAAP adjusted segment operating income and adjusted segment operating ratio.
(2)
Segment operating expenses, segment operating income, and segment operating ratio exclude indirect costs not directly attributable to any one reportable segment, amortization of intangible assets, impairment of goodwill, and contingent consideration liability adjustments to match the information our Chief Operating Decision Maker uses to evaluate the operating results of our reportable segments. The prior year periods have been conformed to this presentation.
(3)
Represents indirect costs not directly attributable to any one reportable segment.
 

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