Table of Contents




UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K

(Mark One)

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2017

OR
2022

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 number0-24960

a01.jpg

COVENANT TRANSPORTATIONLOGISTICS GROUP, INC.

(Exact name of registrant as specified in its charter)


Nevada

88-0320154

(State / other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

400 Birmingham Hwy.

Chattanooga, TN

37419

(Address of principal executive offices)

(Zip Code)


Registrant's telephone number, including area code:

423

- 821-1212

Securities registered pursuant to Section 12(b) of the Act: 

Title of each classTrading Symbol(s)Name of each exchange on which registered
Securities registered pursuant to Section 12(b) of the Act:$0.01 Par Value Class A Common Stock – common stockCVLGThe NASDAQ Global Select Market
(Title of class)
Securities registered pursuant to Section 12(g) of the Act:None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[  ]

Yes   [X] No


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

[  ]

Yes   [X] No


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.

[X]

Yes   [  ] No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

[X]

Yes   [  ] No


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S‑K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10‑K or any amendments to this Form 10‑K.  [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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

[  ]

Accelerated filer

[X]

Non-accelerated filer

[  ] (Do not check if a smaller reporting company)

Smaller reporting company

[   ]

Emerging growth company

[   ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extending 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by checkmark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[  ]

Yes   [X] No


The aggregate market value of the common equity held by non-affiliates of the registrant as of June 30, 2017,2022, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $214.1$255.7 million (based upon the $17.53$25.09 per share closing price on that date as reported by NASDAQ). In making this calculation the registrant has assumed, without admitting for any purpose, that all executive officers, directors, and affiliated holders of more than 10% of a class of outstanding common stock, and no other persons, are affiliates.


As of February 23, 2018,24, 2023, the registrant had 15,980,82510,890,874 shares of Class A common stock and 2,350,000 shares of Class B common stock outstanding.


Portions of the materials from the registrant's definitive proxy statement for the 2018relating to its 2023 Annual Meeting of Stockholders to be held on May 17, 2018, have beenare incorporated by reference into Part III of this Annual Report on Form 10-K.10-K, where indicated. The registrant's definitive proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days after December 31, 2022.



Table of Contents


Part I

Item 1.

4

3

Item 1A.

17

15

Item 1B.

32

26

Item 2.

32

26

Item 3.

32

26

Item 4.

33

26

Part II

Item 5.

34

27

Item 6.

36

28

Item 7.

38

29

Item 7A.

58

44

Item 8.

59

45

Item 9.

59

45

Item 9A.

60

45

Item 9B.

60

46

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

46

    

Part III

Item 10.

61

47

Item 11.

61

47

Item 12.

61

47

Item 13.

61

47

Item 14.

61

47

Part IV

Item 15.

62

48

Item 16.

65

66

51

Report of Independent Registered Public Accounting Firm - Opinion on the Consolidated Financial Statements(PCAOB ID Number 248)

67

52

Report of Independent Registered Public Accounting Firm - Opinion on Internal Control Over Financial Reporting53
  

Financial Data

69

54

70

55

71

56

72

57

73

58

74

59




PART I


ITEM 1.BUSINESS

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K 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. 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;performance, including future inflation, consumer spending, supply chain conditions, and gross domestic product changes; and any statements of belief and any statements of assumptions underlying any of the foregoing. In this Annual Report, statements relating to our ability to achieve our strategic plan and the anticipated impact of our strategic plan and other strategic initiatives, our ability to recruit and retain qualified owner operatorsindependent contractors and qualified driver and non-driver employees, our ability to react to market conditions our ability toand gain market share, future demand for and supply of new and used tractors and trailers (including expected prices of such equipment), expected functioning and effectiveness of our information systems and other technology we implement and our ability to safeguard such systems and technology, our ability to leverage technology to gain efficiencies, expected sources and adequacy of working capital and liquidity, future relationships, use, classification, compensation, and availability with respect to third-party service providers, future driver market conditions, including future driver pay and the impact of our cost-saving measures, expected improvements to financial and operational measures, future allocation of capital, expected settlementincluding equipment purchases and upgrades and the allocation of operating lease obligations,capital among our reportable segments, future asset sales and acquisitions, future insurance litigation, and claims levels and expenses, including the erosion of available limits in our aggregate insurance policies, future impact of pending litigation, future tax rates, tax expense, and allowable deductions, future fuel management, expense, and the future effectiveness of fuel surcharge programs, and price hedges, future interest rates and effectiveness of interest rate swaps, future investments in and the growth of individual reportable segments and services, expected capital expenditures (including the future mix of lease and purchase obligations), future asset dispositions, future asset utilization and efficiency, future fleet size, age, management, and upgrades, future trucking capacity, expected freight demand and volumes, future rates, future pricing and terms from our vendors and suppliers, future depreciation and amortization, future compliance with and impact of existing and proposed federal and state laws and regulations, future salaries, wages, and other employee benefitrelated expenses, future earnings from and value of our investments, including our equity investment in Transport Enterprise Leasing, LLC (TEL), any future indemnification obligations related to the Transport Financial Services (TFS) Portfolio, future customer relationships, future defaultspotential results of a default and testing of our fixed charge covenant under the Credit Facility or other debt agreements, future payment of financing and operating lease liabilities, future unforeseen events such as strikes, work stoppages, and weather catastrophes, future acquisitions, future credit availability, including expected borrowing base increases in our credit facility,  future performance of our subsidiaries,repurchases and dividends, if any, future stock prices, future goodwill impairment, future indebtedness, expected transition to and effect of new accounting standards, expected effect of remeasured deferred tax assets, our mix of single and team operations, the effect of safety ratings and hours-of-service expectations,future operating and maintenance expenses, and the future impact of the COVID-19 outbreak or other similar outbreaks and related mandates, lockdowns, or health orders on our business and results of operations, among others, are forward-looking statements. Such statements may be identified by theirthe use of terms or phrases such as "believe," "may," "could," would,will,"expects," "estimates," "projects," "mission," "anticipates," "plans," outlook,focus,seek,potential,continue,goal,target,objective,"intends," derivations thereof, and similar terms and phrases. Forward-looking statements are based on currently available operating, financial, and competitive information. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled "Item 1A. Risk Factors," set forth below. Readers should review and consider the factors discussed in "Item 1A. Risk Factors," along with various disclosures in our press releases, stockholder reports, and other filings with the Securities and Exchange Commission.


Commission (SEC).

All such forward-looking statements speak only as of the date of this Annual Report. 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.


References in this Annual Report to "we," "us," "our," or the "Company" or similar terms refer to Covenant TransportationLogistics Group, Inc. and its subsidiaries.


ITEM 1.

BUSINESS

GENERAL


Background and Strategy


We were founded in 1986 as a provider of expedited long haul freight transportation, primarily using two-person driver teams in transcontinental lanes. Since that time, we have grown from 25 tractors to approximately 2,5502,100 tractors and expanded our services from predominantly long haul dry van to include refrigerated, dedicated, cross-border, regional,a wide array of transportation and brokerage.  The expansion of our fleet and service offerings have placed us among the nation's twenty-five largest truckload transportation companies based on 2016 revenue.


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Generally, we transport full trailer loads of freight from origin to destination without intermediate stops or handling.  We provide truckload transportation services throughout the continental United States and into and out of Mexico and into and out of portions of Canada. Our truckload freight services utilize equipment we own or lease or equipment owned by owner operators for the pick-up and delivery of freight.  In most of our truckload business, we transport freight over nonroutine routes.  Our dedicated freight service offering provides similar transportation services, but does so pursuant to agreements whereby we make our equipment available to a specific customer for shipments over particular routes at specified times.  To complement our truckload operations, we provide freight brokerage/logistics services and accounts receivable factoring services.  Throughfor our asset based and non-asset based capabilities, we transport many types of freight for a diverse customer base.

customers. We concentrateare strategically focused on market sectors where we believe our capacity in relationcontinuing to sector size and our operating proficiency can make a meaningful difference to customers.  The primary sectors in which we operate are as follows:

Expedited / Long haul: In our expedited / long haul business, we operate approximately 978 tractors, approximately 656 of which are driven by two-person driver teams.  Our expedited operations primarily involve high service freight with delivery standards, such as 1,000 miles in 22 hours, or 15-minute delivery windows that are difficult for competitors to satisfy with solo-driven tractors or rail-intermodal service.  Our expedited services often involve high value, high security, or time-definite loads for integrated global freight companies, less-than-truckload carriers, manufacturers, and retailers. We believe we are one ofintegrate into the five largest team expedited providers, and that growth in omni-channel, organic food, manufacturing, and e-commerce freight make this an attractive sector.

Dedicated: In our dedicated contract business, we operate approximately 856 tractors, approximately 89 of which are driven by two-person driver teams, primarily for manufacturers located in the southeastern United States.  The dedicated sector typically involves longer-term contracts that allocate a specified number of tractors and trailers to a specific customer, with fixed and variable compensation.  Many of our dedicated contract customers are automotive companies or shippers of produce, where the nature of the product we ship requires high service standards. We believe these sectors are growing because of an improved manufacturing environment in the United States, particularly in the Southeast, growth in organic produce, customer concerns about trucking capacity, and a need for dependable service.

Temperature-Controlled: In our temperature-controlled business, operated primarily through our Southern Refrigerated Transport, Inc. ("SRT") subsidiary, we operate approximately 725 tractors, approximately 167 of which are driven by two-person driver teams, and has also offered intermodal service in longer haul lanes; however, this service was discontinued during the fourth quarter of 2017.  The temperature-controlled sector includes fresh and frozen foods, pharmaceuticals, cosmetics, and other freight where extreme heat or cold could cause damage.  We believe we are among the ten largest temperature-controlled providers, and that factors such as United States population growth, increasing consumer preference for fresh and organic produce, and demographic trends requiring more pharmaceuticals make this an attractive sector.  Continuing to improve results of operations at SRT is one of our primary goals for 2018.

Managed Freight / Equipment Sales and Leasing: We primarily provide freight brokerage and logistics capacity to customers when the freight does not fit our network or profitability requirements. Outside our Managed Freight segment, we participate in the market for used equipment sales and leasing through our 49% ownership of Transport Enterprise Leasing, LLC ("TEL"), and we assist current and potential capacity providers with improving their cash flows through secured invoice factoring services.  We believe this suite of services links our interests with thosesupply chain of our customers and currentreducing our seasonal and potential third party capacity providers.  We intend to expandcyclical volatility. Our 2018 acquisition of Landair Holdings, Inc., Landair Transport, Inc., Landair Logistics, Inc., and Landair Leasing, Inc. (collectively, "Landair") and our presence in the2022 acquisition of AAT Carriers, Inc. ("AAT") are examples of that commitment. Landair is a leading dedicated capacity provider solutions,truckload carrier and supplier of transportation management, warehousing, and logistics services sectors, which we believe offer attractive growth opportunities with lower capital investment than our truckload operations.

inventory management systems. AAT specializes in highly regulated, time-sensitive loads for the U.S. government.

As our fleet has grown over three and a half decades and our service platform matured, several important trends dramatically affected the truckload industry and our business. First, supply chain patterns became more fluid in response to dynamic changes in labor and transportation costs, ocean freight and rail-intermodal service standards, retail distribution center networks, governmental regulations, and other industry-wide factors. Second, the cost structure of the truckload business rose dramatically, particularly equipment, driver wages, insurance premiums, and, at times, fuel prices, impacting us and our customers' freight decisions. Third, customers used technology to constantly optimize their supply chains, which necessitated expanding our own technological capability to optimize our asset allocation, manage yields, and drive operational efficiency. Fourth, a confluence of regulatory constraints, safety and security demands, and scarcity of qualified driver applicants, negatively impacted our asset productivity and reinforced what a precious resource professional truck drivers are (and we believe increasingly will be) in our industry.


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We are proud of the operational improvements we have made particularly at SRT,in recent years, especially in light of certain headwinds we faced.faced around the COVID-19 pandemic, rising casualty insurance costs and the challenging supply shortage of professional drivers. We believe our return to profitability on a consistent basis since 2012 is the result of redefining and retooling our business model, and as the result ofwe have made significant progress in achieving our strategic planning process, whereby we annually focusplan, but remain focused on fiveseven initiatives that fall under the following key tenets:


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Organizational Excellence and Entrepreneurial Spirit. Beginning in 2013, In 2022, we re-alignedinitiated changes to our managementsenior leadership team added talent,as part of our long term succession plan and implemented best practices in part through using Franklin Covey's Four Disciplines of Execution®continued to bring a new focus toon metrics, accountability, and incentive compensation.  Through multiple programs recognizing individual initiative, we have also been instilling an ownership culture throughout our company.  We also implemented a single enterprise management system across all subsidiaries to improve visibility and coordination of customers, operations, and financial activities.


ownership.

Focus on the Driver. Drivers are the lifeblood of our company and our industry. We employ a broad range of safety, lifestyle, compensation, equipment technology, and personal recognition methods to convey our respect and appreciation for our drivers and to improve their careers. A portion of these techniques involve sophisticated analytics to identify likely candidates, match teams, evaluate recruiting spending, deliver training content to drivers, and design tractor specifications. 


Focus on the Customer Experience. Our mission statement begins:  "CTG's mission is to be a problem solver for every customer…" We offer premium service in sectors where we can make a difference, and we use our brokerage subsidiary, Covenant Transport Solutions, Inc. ("Solutions"),services to cover loads that cannot be as efficiently serviced through our Truckload segment.asset based transportation services. With each interaction, we seek to enhance the value we bring to the customer relationship.


Rigorous Capital Allocation Process and Reduce Leverage.Process. Our senior management annually ranksevaluates capital investment opportunities against available capital and acceptable leverage levels, and material investments must pass return on investment and capital investment committee approval processes. In addition, reducing our total leverage has been a primary strategic goal.  Our leverage decreasedratio increased slightly in both 2017 and 20162022 as compared to the respective prior years,year, as we remain focused on investing capital when we can obtain acceptable returns and reducing our leverage.while maintaining lower leverage than we have historically. We believe our disciplined investment review has contributed to our improved results by allocating capital to more profitable business units and downsizing other units into greater profitability.


During 2022, due to our improved results, we implemented a quarterly cash dividend program and during the third quarter increased from the original $0.0625 per share to $0.08 per share, subject to quarterly approval by our Board of Directors (the "Board"), and repurchased 3.4 million shares, resulting in a reduction of approximately 20% of the shares outstanding compared to a year ago.

Risk Management—Assess and Mitigate. We evaluate risk areas with significant volatility, as well as the costs and benefits associated with mitigating the volatility. In 2022, the Board established a Risk Committee focused on identification, evaluation, and mitigation of operational, strategic, and environment risks, as well as monitoring and approving risk policies and associated practices for the Company. The Board believes an actively engaged Risk Committee is vital in recognizing and managing key risks facing the Company. Diesel fuel prices, interest rates, safety, driver retention, insurance and claims cost, and used equipment prices are all areas where we identified significant risk and volatility for our business. To manage these risks, we have at times employed fuel hedging contracts on a portion of our fuel usage not covered by customer fuel surcharges, lowered ourmaintain lower self-insured accident liability retention when economically feasible, and expanded our ability to sell our used equipment to increase bargaining power with the tractor and trailer manufacturers.


Technology. We purchase and deploy technology that we believe will allow us to operate more safely, securely, and efficiently. Our operational information systems are integrated intotailored to the needs of our various service offerings, utilizing software developed internally and purchased off-the-shelf depending on the operational needs. We will continue to seek out technology to improve efficiencies and expand our resources while still providing enterprise wide visibility for critical operating functions.

●   Safety. The Company experienced another record setting year, as measured by accident rates. The DOT accident rate per million miles, as defined by the Federal Motor Carrier Safety Administration ("FMCSA"), decreased 6% year over year and was the lowest in the Company’s history. We believe that the key to the improved safety results is a singlecombination of continual training, consistent and proactive coaching, utilizing proven safety technologies, and consistent collaboration between all of our business units. Also, the expansion of our safety training program is expected to allow us to further increase new driver training, provide specific training, and sustain consistent messaging around the culture of safety. We are looking forward in the coming year to the implementation of several safety related technologies including Platform Science as our new telematics provider and Idelic a safety platform that represents a multi-year investmentleverages predictive analytics to upgradeidentify drivers in need of additional coaching and training as well as the hardware and softwareopening of our information systems.  This technology was purchased off the shelf, which minimizesnew dorm and training center. We also have developed a robust 2023 enterprise safety tactical plan that will continue to drive sustainability across our fixed cost investment, and enables us to stay current with the latest developments.


enterprise.

We believe the ongoing execution of our strategic plan has contributed to the substantial improvement in operating results and profitability we have generated over the past several years. Some of the significant successes resulting from our strategic planning efforts include the completion of a follow-on stock offeringLandair Acquisition in 2014 that helped significantly deleverage our balance sheet;2018; consolidation of our sales force and back-office operations; enhancements to recruiting, retention, and business intelligence; upgraded information technology; and focus on service and on time delivery.delivery; sale of TFS, and the acquisition of AAT in 2022. Each of these accomplishments positively impacted the success of the key initiatives identified above, our overarching financial goals, and ultimately, the Company. However, some of our key metrics and our profitability were negatively impacted in 2017 when compared to 2015, and, accordingly, we still have significant work ahead to achieve our goals, deliver a strong and stable product for our customers, provide a bright future for our employees and owner-operators,independent contractors, and create meaningful value for our stockholders.


The Company


We operate a relatively new tractor fleet and employ sophisticated tractor technology that enhances our operational efficiencies and our drivers' safety. Our company-owned tractor fleet has an average age of approximately 2.1 years, which compares favorablycompared to an average U.S. Class 8 tractor age of approximately 76.7 years in 2017.2021. Some of the technologies we employ include the following: (1) freight optimization software that can perform sophisticated analyses of profitability and other measures on each customer, route, and load; (2) routing software that selects the best route, identifies fuel stops, and warns of deviations from routing instructions; (3) a tracking and communications system that permits direct communication between drivers and fleet managers, as well as constant location and delivery updates; (4) electronic logging devices (“ELDs”) in all of our tractors; (5) aerodynamics and other fuel efficiency systems that have significantly improved fuel mileage; and (6) safety technology, including rollover stability control, collision mitigation, adaptive cruise control, and lane-change warning. We believe our modern fleet lowers maintenance costs, improves fuel mileage, improves safety, contributes to better customer service, and assists with driver retention.


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Business Units

Reportable Segments and Service Offerings

Our asset based transportation services include two separate reportable segments: (i) Expedited and (ii) Dedicated, both of which transport full trailer loads of freight from origin to destination with minimal intermediate stops or handling. We have twoprovide truckload transportation services primarily throughout the continental United States utilizing equipment we own or lease or equipment owned by independent contractors. Our Expedited reportable segments,segment transports freight over nonroutine routes. Our Dedicated reportable segment provides similar transportation services, but does so pursuant to agreements whereby we make our truckloadequipment available to a specific customer for shipments over particular routes at specified times. 

To complement our asset based transportation services, ("Truckload") and freight brokerage andwe also offer non-asset based or asset light logistics services (“Managed Freight”).


The Truckload segment consists of three operating fleets that are aggregated because they have similar economic characteristics and meet the aggregation criteria.  The three operating fleets that comprise our Truckload segment are as follows: (i) Covenant Transport, Inc. ("Covenant Transport"), our historical flagship operation, which provides expedited long haul, dedicated, temperature-controlled, and regional solo-driver service; (ii) SRT, which provides primarily long haul, regional, dedicated, and intermodal temperature-controlled service; and (iii) Star Transportation, Inc. ("Star"), which provides regional solo-driver and dedicated services, primarily in the southeastern United States.

In addition,through our Managed Freight reportable segment. Our Managed Freight reportable segment hasrelies heavily on technology and provides: (i) freight brokerage ("Brokerage") and (ii) transportation management services (“TMS”) to our customers.

Lastly, to further our goal of becoming more critical throughout the supply chain, we offer day-to-day warehouse management services through our Warehousing reportable segment. At this point we own no Warehouse facilities but either lease space coterminous with the underlying customer contract or manage the customer's facility.

Our combined asset based and non-asset based capabilities, allow us to transport many types of freight for a diverse customer base. We concentrate on service offerings ancillarywhere we believe our capacity in relation to sector size and our Truckload operations, including: freight brokerageoperating proficiency can make a meaningful difference to customers. The primary service directlyofferings are further described below:

Expedited: In our Expedited business, we operate approximately 900 tractors substantially all of which are driven by two-person driver teams. 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: In our Dedicated business, we operate approximately 1,400 tractors, substantially all of which are driven by a solo driver. The Dedicated reportable segment provides customers with committed truckload capacity over contracted periods with the goal of three to five years in length. Equipment is either owned or leased by the Company.

Managed Freight: Our Managed Freight reportable segment, includes our brokerage services and TMS. Brokerage services provide logistics capacity by outsourcing the carriage of customers' freight to third parties. TMS provides comprehensive logistics services on a contractual basis to customers who prefer to outsource their logistics needs.

Warehousing: The Warehousing reportable segment provides day-to-day warehouse management services to customers who have chosen to outsource this function. We also provide shuttle and switching services related to shuttling containers and trailers in or around freight yards and to/from warehouses.

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Additionally, we participate in the market for used equipment sales and leasing through freight brokerage agents, who are paid a commission for the freight they provide, and logistics services. These operations consistour 49% ownership of several operating segments, which are aggregated due to similar margins and customers.  Included within Managed Freight is also our accounts receivable factoring business which does not meet the aggregation criteria, but only accounts for $3.1 million of our 2017 revenue.Transport Enterprise Leasing, LLC (“TEL”).

The following charts reflecttable reflects the size of each of our operating subsidiariesreportable segments measured by 20172022 total revenue, net of fuel surcharge revenue, which we refer to as "freight revenue":



Distribution of Freight Revenue

Among Operating Subsidiaries
Service Offerings

Covenant Transport

Expedited

54%33%
SRT

Dedicated

23%28%
Solutions (1)

Managed Freight

15%31%
Star

Warehousing

8%8%

(1) All of Managed Freight is included within our Solutions subsidiary.

Total

100%

Our Truckload segment comprised approximately 85%, 89%, and 89% of our total freight revenue in 2017, 2016, and 2015, respectively.

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In our Truckload segment,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 TruckloadExpedited 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 truck capacity in the trucking industry, and driver availability.


The main expenses that impact the profitability of our Truckload segmentExpedited 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 owner operators.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.


We measure the productivity of our TruckloadExpedited reportable segment with three key performance metrics: average freight revenue per total mile, (excluding fuel surcharges), average miles per tractor and average freight revenue per tractor per week. We primarily measure the productivity of our Dedicated reportable segment with the average freight revenue per tractor per week (excluding fuel surcharges).metric. A description of each follows:


Average Freight Revenue Per Total Mile.  Our average freight revenue per total mile is primarily a function of 1) the allocation of assets among our subsidiaries and 2) the macro U.S. economic environment including supply/demand of freight and carriers. The year-over-year increase from 2013 to 2015 is a result of allocating more tractors to our niche/specialized service offerings that provide higher rates (including expedited/critical freight, high-value/constant security, and temperature-controlled). The 2017 recovery of the weaker 2016 pricing environment, due to the more favorable supply and demand balance, resulted in the slight increase from the previous year.

Average Freight Revenue Per Total Mile
(excludes fuel surcharge revenue)
 
2013
2014
2015
2016
2017
 $1.49$1.60$1.69$1.67$1.70

Average Miles Per Tractor.  Average miles per tractor reflect economic demand, driver availability, regulatory constraints, and the allocation of tractors among the service offerings. Utilization in 2015 to 2017 declined from that of 2014 primarily due to a softer freight market and the increase in certain e-commerce freight that has a shorter length of haul, partially offset by the increase in the portion of tractors operated by teams.

Average Miles Per Tractor 
2013
2014
2015
2016
2017
 119,375123,275122,508121,782120,043

Average Freight Revenue Per Total Mile. Our average freight revenue per total mile is primarily a function of 1) the allocation of assets among our subsidiaries, 2) the macro U.S. economic environment including supply/demand of freight and carriers, and 3) individual negotiations with customers.

Average Miles Per Tractor. Average miles per tractor reflect 1) economic demand, 2) driver availability, 3) regulatory constraints, and 4) the allocation of tractors among the service offerings.

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Average Freight Revenue Per Tractor Per Week.  We use average freight revenue per tractor per week as our main measure of asset productivity. This operating metric takes into account

Average Freight Revenue Per Tractor Per Week. We use average freight revenue per tractor per week as our main measure of asset productivity. This operating metric accumulates the effects of freight rates, non-revenue miles, and miles per tractor. In addition, because we calculate average freight revenue per tractor using all of our tractors, it takes into account the percentage of our fleet that is unproductive due to lack of drivers, repairs, and other factors. The changes in average freight revenue per tractor per week from 2015 to 2017 are primarily due to the 2016 deterioration and 2017 recovery of the percentage of our unseated tractors, specifically at SRT, and an increase in rates, partially offset by the previously noted decrease in utilization.


Average Freight Revenue Per Tractor Per Week
(excludes fuel surcharge revenue)
 
2013
2014
2015
2016
2017
 $3,411$3,777$3,967$3,881$3,917

Our Managed Freight segment comprised approximately 15%, 11%, and 11% of our total operating revenue in 2017, 2016,tractors, it takes into account the percentage of our fleet that is unproductive due to lack of drivers, repairs, and 2015, respectively. other factors.

A summary of these metrics for our Expedited reportable segment for 2022 and 2021 is as follows:

  

2022

  

2021

 

Average freight revenue per total mile

 $2.32  $1.97 

Average miles per tractor

  170,925   172,080 

Average freight revenue per tractor per week

 $7,604  $6,498 

A summary of the key performance metrics for our Dedicated reportable segment for 2022 and 2021 is as follows:

  

2022

  

2021

 

Average freight revenue per total mile

 $2.63  $2.19 

Average miles per tractor

  78,728   81,284 

Average freight revenue per tractor per week

 $3,975  $3,417 

Within our Managed Freight reportable segment, we derive revenue from providing freight brokerageBrokerage and logisticsTMS services, particularly arranging transportation services for customers directly and through relationships with thousands of third-party carriers and integration with our TruckloadExpedited reportable segment. Additionally, utilizing technology and process management to provide detailed visibility into a customer’s movement of freight – inbound and outbound – throughout the customer’s network providing focused customer support through multi-year contracts. We provide freight brokerageBrokerage services directly and through freight brokerage agents, who are paid a commission for the freight brokerage service they provide and accounts receivable factoring.provide. The main factors that impact profitability in terms of expenses are the variable costs of outsourcing the transportation freight for our customers and managing fixed costs, including purchased transportation, salaries, facility warehousing costs, and selling, general, and administrative expenses.  Our brokerage loads increased

Within our Warehousing reportable segment we empower customers to 71,455outsource warehousing management including moving containers and trailers in 2017, from 62,614or around freight yards. The main factors that impact profitability in 2016, while average revenue per load increased approximately 17% to $1,246 in 2017, from $1,068 in 2016, primarily due to spot market opportunities related to the hurricane-affected regions during 2017terms of expenses are managing fixed costs, including salaries, facility warehousing costs, and growth with existing customers compared with the same 2016 periods.  Additionally, revenue from accounts receivable factoring improved by approximately 22% year-over-year to $3.1 million in 2017 from $2.6 million in 2016.


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, or $3.4$25.2 million in 2017, $3.02022 and $14.8 million in 2016, and $4.6 million in 2015. As a result, TEL's results and growth are significant to our current year results and, in our estimation, to our longer-term vision.


2021.

Refer to Note 16,15, "Segment Information," of the accompanying consolidated financial statements for further information about our reporting segment'sreportable segments' operating and financial results for 2017, 2016, and 2015.


results.

Customers and Operations


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. Our three operating fleets within the Truckload segment are truckload carriers and as such we generally dedicate an entire trailer to one customer from origin to destination. 

We also generate revenue through providing ancillary services, including freight brokerage services and accounts receivable factoring.


Wal-Marthad no customers that accounted for more than 10% of our consolidated revenue in 2017 and 2016 with $70.7 million and $69.4 million of total revenue in each respective year. Additionally, UPS accounted for more than 10% of our consolidated revenue in 2017 and 2015 with $72.2 million and $75.8 million of total revenue in each respective year. Both customers were serviced by both our Truckload segment and our Managed Freight segment.2022 or 2021, respectively. Our top fiveten customers accounted for approximately 34%, 39%,43% and 34%53% of our total revenue in 2017, 2016,2022 and 2015,2021, respectively.

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We

Within our asset based transportation service offerings (Expedited and Dedicated), 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.


We operate throughout the U.S. and in parts of Mexico and Canada, with substantially all of our revenue generated from within the U.S.  All of our tractors are domiciled in the U.S., and we have generated less than two percent of our revenue in Canada and Mexico in 2017, 2016 and 2015.  We do not separately track domestic and foreign revenue from customers, and providing such information would not be meaningful.  Excluding a de minimis number of trailers, all of our long-lived assets are, and have been for the last three fiscal years, located within the United States.

All of our operating subsidiaries

Our reportable segments operate on a uniform operational andvariety of operating systems to maximize the effectiveness of the unique attributes associated with each service offering. We have one primary financial system, and we are evaluating implementation of a new software platformcontinue to focus on cloud based solutions for our brokerage operation in 2018.  We are moving data into the cloudstorage versus storing on local servers when possible. We expect to continue to evaluate where we can leverage technology to add further efficiencies across the Company and for our customers.

Drivers and Other Personnel


Driver recruitment, retention, and satisfaction are essential to our success, and we have made each of these factors a primary element of our strategy. We recruit both experienced and student drivers as well as owner operatorindependent contractor drivers who own and drive their own tractor and provide their services to us under contract. We conduct recruiting and/or driver orientation efforts from fivefour of our locations, and we offer ongoing training throughout our terminal network. We emphasize driver-friendly operations throughout our organization. We have implemented automated programs to signal when a driver is scheduled to be routed toward home, and we assign fleet managers specific tractor units,tractors, regardless of geographic region, to foster positive relationships between the drivers and their principal contact with us.


The truckload industry has experienced difficulty in attracting and retaining enough qualified truck drivers. It is also common for the driver turnover rate of individual carriers to exceed 100% in a year. At times, there are driver shortages in the trucking industry. In past years, when there were driver shortages, the number of qualified drivers had not kept pace with freight growth because of (i) changes in the demographic composition of the workforce; (ii) alternative employment opportunities other than truck driving that became available in a growing economy;driving; (iii) individual drivers' desire to be home more often; and (iv) regulatory requirements that limit the available pool of drivers.


Driver retention was more challenging in 2017 than in 2016, as economic growth provided more employment opportunities that attracted professional drivers. Both our number of drivers and our

Our average number of teams as a percentage of our seated fleet decreased at December 31, 2017increased for 2022 as compared to the 2016 year.  These changes were partially offset by a decrease in our2021. Our average open tractors, including wrecked units,tractors, decreased to 4.8%6.7% for the year ended December 31, 2017,2022, from approximately 5.4%7.3% for the year ended December 31, 2016, primarily as a result of the improvement at SRT.


2021.

We believe having a happy, healthy, and safe driver is the key to our success, both in the short term and over a longer period. As a result, we are actively working to enhance our drivers' experience in an effort to recruit and retain more drivers.


Owner operators

Independent contractors provide a tractor and a driver and are responsible for all operating expenses in exchange for a fixed payment per mile. We do not have the capital outlay of purchasing the tractor. The payments to owner operatorsindependent contractors are recorded in revenue equipment rentals and purchased transportation. When owner operatorindependent contractor tractors are utilized, we avoid expenses generally associated with company-owned equipment, such as driver compensation, fuel, interest, and depreciation. Obtaining equipment from owner operatorsindependent contractors and under operating leases effectively shifts financing expenses from interest to "above the line" operating expenses.


We continue to educate our drivers and non-driver personnel regarding the Federal Motor Carrier Safety Administration ("FMCSA")FMCSA Compliance Safety Accountability program ("CSA") to ensure we keep our top talent and challenge those drivers that need improvement.. We believe CSA, in conjunction with other U.S. Department of Transportation ("DOT") regulations, including those related to hours-of-service and ELDs, has reduced and will likely continue to impact effective capacity in our industry as well as negatively impact equipment utilization. Nevertheless, for carriers that are able to successfully manage this regulation-laden environment with driver-friendly equipment, compensation, and operations, we believe opportunities to increase market share may be available. Driver pay may increase as a result of regulation and economic expansion, which could provide more alternative employment opportunities. IfIn periods of economic growth, is sustained, however, we expect the supply/demand environment tomay be favorable enough for us to offset expected compensation increases with better freight pricing.


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We use driver teams in a substantial portion of our tractors. Driver teams permit us to provide expedited service on selected long haul lanes because teams are able to handle longer routes and drive more miles while remaining within DOT hours-of-service rules. The use of teams contributes to greater equipment utilization of the tractors they drive than obtained with single drivers. The use of teams, however, increases the accumulation of miles on tractors and trailers, as well as personnel costs as a percentage of revenue, and the number of drivers we must recruit.


We are not a party to any collective bargaining agreement. At December 31, 2017,2022, we employed approximately 3,5003,007 drivers and averaged approximately 8001,600 non-driver personnel. At December 31, 2017,2022, we had active contracts with approximately 240 owner operatorengaged 146 independent contractor drivers.

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Revenue Equipment


At December 31, 2017,2022, we operated 2,5592,138 tractors and 7,1345,367 trailers. Of thesesuch tractors, 2,0851,482 tractors were owned, 234510 tractors were financed under operating leases, and 240146 tractors were provided by owner operators,independent contractors, who own and drive their own tractors. Of thesesuch trailers, 5,0045,038 trailers were owned, 967121 trailers were financed under an operating leases,lease or as short-term rentals, and 1,163208 trailers were financed under capitalfinance leases. Furthermore, at December 31, 2017,2022, approximately 63.1%84% of our trailers were dry vans, and the remaining trailers were refrigerated vans.


We believe that operating high quality, late-model equipment contributes to operating efficiency, helps us recruit and retain drivers, and is an important part of providing excellent service to customers. We operate a modern fleet of tractors, with the majority of unitstractors under warranty, to minimize repair and maintenance costs and reduce service interruptions caused by breakdowns. We also order most of our equipment with uniform specifications to reduce our parts inventory and facilitate maintenance. At December 31, 2017,2022, our tractor fleet had an average age of approximately 2.1 years, and our trailer fleet had an average age of approximately 3.36.2 years. As of December 31, 2017, 100% of our tractor fleet had engines compliant with stricter regulations regarding emissions that became effective in 2007 and 99.8% of our tractor fleet had engines compliant with stricter regulations regarding emissions that became effective in 2010. We equip our tractors with a satellite-based tracking and communications system that permits direct communication between drivers and fleet managers. We believe that this system enhances our operating efficiency and improves customer service and fleet management. This system also updates the tractor's position approximately every fifteen minutes, which allows us and our customers to locate freight and accurately estimate pick-up and delivery times. We also use the system to monitor engine idling time, speed, performance, and other factors that affect operating efficiency. At December 31, 2017,2022, all but approximately 14 of our tractors were equipped with automatic on board recording devices ("AOBRs"),ELDs, which electronically monitor tractor miles and facilitate enforcement of hours-of-service regulations.


Over the past decade, the price of new tractors has risen dramatically and there has been significant volatility in the used equipment market. This has substantially increased our costs of operation.


Currently, tractor and trailer manufacturers are still experiencing shortages of certain component parts and supplies, including semi-conductor chips, forcing many such manufacturers to curtail or suspend their production, which could lead to a lower supply of tractors and trailers, higher prices, and lengthened trade cycles, and which could lead to, among other things, higher maintenance expense and driver retention.

In an effort to improve our driver experience, service and operating cost, we made the decision in 2022 to aggressively reduce the average age of our equipment. We did this through the combination of acquiring additional unbudgeted trucks in the fourth quarter of 2022 and increasing our original tractor order for 2023. During the fourth quarter of 2022 we made significant progress on the plan but incurred unusual expense from two items: (i) an early lease abandonment and disposal charge and (ii) excess equipment due to delivery of a large number of new tractors combined with delays in removing existing leased tractors from operations. Overall, we are pleased to be taking delivery of new units and exiting older, less efficient units, which will reduce our average fleet age and improve operating efficiency. Nevertheless, the fourth quarter of 2022 cost was significant. The early lease abandonment and disposal charge relates to tractors pulled from operations during the fourth quarter of 2022, which have been the source of significant operational headwinds throughout the year due to poor fuel economy, unusually high maintenance costs and elevated down time. Because we have no intended future use for these units, we have abandoned the right of use asset associated with the leases, which extend through the fourth quarter of 2023.

Industry and Competition


Truckload

The truckload market is the largest segmentportion of the for-hire ground freight transportation market based on revenue, surpassing the combined market size of less-than-truckload, railroad, intermodal, and parcel delivery combined. The truckload market is further segmented into sectors such as regional dry van, temperature-controlled van, flatbed, dedicated contract, expedited, and irregular route.


The U.S. trucking industry is highly competitive and includes thousands of "for-hire" motor carriers, none of which dominate the market. Service and price are the principal means of competition in the trucking industry. We compete to some extent with railroads and rail-truck intermodal service but attempt to differentiate ourselves from our competition on the basis of service. Rail and rail-truck intermodal movements are more often subject to delays and disruptions arising from rail yard congestion, which reduce the effectiveness of such service to customers with time-definite pick-up and delivery schedules. Historically, in times of high fuel prices or decreased consumer demand, however, rail-intermodal competition has been more significant.


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Our industry is subject to dynamic factors that significantly affect our operating results. These factors include the availability of qualified truck drivers, the volume of freight in the sectors we serve, the price of diesel fuel, and government regulations that impact productivity and costs. Recently, our industry has experienced softeneddecreased freight demand, volatile fuel costs, tight new and used equipment market, scarcity of qualified truck drivers, decreased fuel costs, a depressed used tractor market, and regulations that limit productivity. In 2017,As we look toward 2023, we anticipate a very difficult freight environment for at least the supply dynamics improved drivingfirst half of the year, which could compress rates and margins when compared to 2022. However, we believe our more resilient operating model, together with the steps we are taking to reduce costs and inefficiencies, will mitigate a slight recovery from the decreased freight volumes and rates experienced in 2016, although costs, particularly around tractor depreciation expense and gains and losses on used tractors, for many trucking companies, including us remained higher than pre-2016 periods. Based on our assessment of future regulatory changes, driver demographics, and expected growth ratesportion of our major customershistorical volatility throughout economic and sectors, we expect the pricing environment to continue to improve into 2018 and 2019, offset in part by higher driver pay and other inflationary costs.  We believe large and diversified companies, like ourselves, are best positioned to capitalize on the current industry environment, because we can offer significant capacity commitments to major customers, safe and comfortable new equipment to drivers, and optimized routing and other business analytics to make the most of our drivers' federally limited operating hours.


freight market cycles.

We believe that the cost and complexity of operating trucking fleets are increasing and that economic and competitive pressures are likely to force many smaller competitors and private fleets to consolidate or exit the industry. As a result, we believe that larger, better-capitalized companies, like us, will have opportunities to increase profit margins and gain market share. In the market for dedicated services, we believe that truckload carriers, like us, have a competitive advantage over truck lessors, which are the other major participants in the market, because we expect to be able to offer lower prices by utilizing back-haul freight within our network that traditional lessors may not have.


Transportation Regulations

Our operations are regulated and licensed by various U.S. agencies. Our limited Canadian business activities are subject to similar requirements imposed by the laws and regulations of Canada, as well as its provincial laws and regulations. We operate within Mexico by utilizing third-party carriers within that country.  Our company drivers and owner operatorsindependent contractors also must comply with the safety and fitness regulations of the DOT, including those relating to drug and alcohol testing and hours-of-service. Such matters as weight and equipment dimensions are also subject to U.S. regulations. We also may become subject to new or more restrictive regulations relating to fuel emissions, drivers' hours-of-service, ergonomics, or other matters affecting safety or operating methods. Other agencies, such as the Environmental Protection Agency ("EPA") and, the Department of Homeland Security ("DHS"), and the U.S. Department of Defense also regulate our equipment, operations, drivers, and drivers.


environment.

The DOT, through the FMCSA, imposes safety and fitness regulations on us and our drivers, including rules that restrict driver hours-of-service. Changes to such hours-of-service rules can negatively impact our productivity and affect our operations and profitability by reducing the number of hours per day or week our drivers may operate and/or disrupting our network. WhileHowever, in August 2019, the FMCSA has proposedissued a proposal to make changes to its hours-of-service rules that would allow truck drivers more flexibility with their 30-minute rest break and implemented such changeswith dividing their time in the past, no such changes are currently proposed. However, anysleeper berth. It also would extend by two hours the duty time for drivers encountering adverse weather and extend the shorthaul exemption by lengthening the drivers’ maximum on-duty period from 12 hours to 14 hours. In June 2020, the FMCSA adopted a final rule substantially as proposed, which became effective in September 2020. Certain industry groups have challenged these rules in court, and while the FMCSA's final rule has been upheld, it remains unclear if industry or other groups will bring additional challenges against the FMCSA's final rule. Any future changes to hours-of-service rules could materially and adversely affect our operations and profitability.


The DOT uses two methods of evaluating the safety and fitness of carriers. The first method is the application of a safety rating that is based on an onsite investigation and affects a carrier’s ability to operate in interstate commerce. All of our subsidiaries with operating authority currently have a satisfactory DOT safety rating under this method, which is the highest available rating under the current safety rating scale. If we received a conditional or unsatisfactory DOT safety rating, it could adversely affect our business, as some of our existing customer contracts require a satisfactory DOT safety rating. In January 2016, the FMCSA published a Notice of Proposed Rulemaking outlining a revised safety rating measurement system which would replace the current methodology. Under the proposed rule, the current three safety ratings of "satisfactory," "conditional," and "unsatisfactory" would be replaced with a single safety rating of "unfit." Thus, a carrier with no rating would be deemed fit. Moreover, data from roadside inspections and the results of all investigations would be used to determine a carrier’s fitness on a monthly basis. This would replace the current methodology of determining a carrier’s fitness based solely on infrequent comprehensive onsite reviews. The proposed rule underwent a public comment period that ended in June 2016 and several industry groups and lawmakers expressed their disagreement with the proposed rule, arguing that it violates the requirements of the FAST Act (as defined below) and that the FMCSA must first finalize its review of the CSA scoring system, described in further detail below. Based on this feedback and other concerns raised by industry stakeholders, in March 2017, the FMCSA withdrew the Notice of Proposed Rulemaking related to the new safety rating system. In its notice of withdrawal, the FMCSA noted that a new rulemaking related to a similar process may be initiated in the future. Therefore, it is uncertain if, when, or under what form any such rule could be implemented.


Additionally, the FMCSA is conducting a study on the causation of large-truck crashes, which is expected to gather data through 2024. Although it remains unclear whether such study will ultimately be completed, the results of such study could spur further proposed and/or final rules in regards to safety and fitness.

In addition to the safety rating system, the FMCSA has adopted the CSA program as an additional safety enforcement and compliance model that evaluates and ranks fleets on certain safety-related standards. The CSA program analyzes data from roadside inspections, moving violations, crash reports from the last two years, and investigation results. The data is organized into seven categories. Carriers are grouped by category with other carriers that have a similar number of safety events (e.g., crashes, inspections, or violations) and carriers are ranked and assigned a rating percentile to prioritize them for interventions if they are above a certain threshold. Currently,Generally, these scores do not have a direct impact on a carrier’s safety rating. However, the occurrence of unfavorable scores in one or more categories may (i) affect driver recruiting and retention by causing high-quality drivers to seek employment with other carriers, (ii) cause our customers to direct their business away from us and to carriers with higher fleet rankings, (iii) subject us to an increase in compliance reviews and roadside inspections, or (iv) cause us to incur greater than expected expenses in our attempts to improve unfavorable scores or (v) increase our insurance costs, any of which could adversely affect our results of operations and profitability.


Under the CSA, these scores were initially made available to the public in five of the seven categories. However, in December 2015, Congress passed a new highway funding bill calledpursuant to the Fixing America’sAmerica's Surface Transportation Act (the “FAST Act”"FAST Act"), which calls for significant CSA reform.  Pursuant to the FAST Act,was signed into law in December 2015, the FMCSA was required to remove from public view the previously available CSA scores while it reviews the reliability of the scoring system. During this period of review by the FMCSA, we will continue to have access to our own scores and will still be subject to intervention by the FMCSA when such scores are above the intervention thresholds. A study was conducted and delivered to the FMCSA in June 2017 with several recommendations to make the CSA program more fair, accurate, and reliable. TheIn June 2018, the FMCSA is expected to provideprovided a report to Congress in early 2018 outlining the changes it willmay make to the CSA program in response to the study. ItSuch changes include the testing and possible adoption of a revised risk modeling theory, potential collection and dissemination of additional carrier data and revised measures for intervention thresholds. The adoption of such changes is contingent on the results of the new modeling theory and additional public feedback. Therefore, it is unclear if, when and to what extent any such changes to the CSA program will occur. However, any changes that increase the likelihood of us receiving unfavorable scores could adversely affect our results of operations and profitability.

In May 2020 the FMCSA announced that effective immediately it is making permanent a pilot program that will not count a crash in which a motor carrier was not at fault when calculating the carrier’s safety measurement profile, called the Crash Preventability Demonstration Program (“CPDP”). The CPDP will expand the types of eligible crashes, modify the Safety Measurement System to exclude crashes with not preventable determinations from the prioritization algorithm and note the not preventable determinations in the Pre-Employment Screening Program. Under the program, carriers with eligible crashes that occurred on or after August 2019, may submit a Request for Data Review with the required police accident report and other supporting documents, photos or videos through the FMCSA’s DataQs website. If the FMCSA determines the crash was not preventable, it will be listed on the Safety Measurement System but not included when calculating a carrier’s Crash Indicator Behavior Analysis and Safety Improvement Category measure in SMS. Additionally, any determinations of not preventable crashes will be noted on a driver’s Pre-Employment Screening Program report.

Currently, certain of our subsidiaries are exceeding the established intervention thresholds in one or more of the seven categories of CSA, in comparison to their peer groups; however, they all continue to maintain a satisfactory rating with the DOT. We will continue to promote improvement of these scores in all seven categories with ongoing reviews of all safety-related policies, programs, and procedures for their effectiveness.

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The FMCSA published a final rule in December 2015 that required the use of electronic loggingELDs or automatic on board recording devices ("ELDs"(“AOBRs”) or AOBRs by nearly all carriers by December 2017 (the "2015 ELD Rule"). Enforcement of the 2015 ELD Rule will be phased in, as states will not begin putting tractors out of service for non-compliance until April 1, 2018.  However, carriers are subject to citations, on a state-by-state basis, for non-compliance with the rule after the December 2017 compliance deadline.  Use of AOBRs iswas permitted until December 2019, at which time use of ELDs isbecame required. Since weWe ultimately had proactively installed AOBRs on nearly 100% of our tractor fleet, implementation of the 2015 ELD Rule did not impact our operations or profitability or our use of AOBRs. We expect to have ELDs (not AOBRs) installed on 100% of our fleet by the December 2019 deadline. We believe that more effective hours-of-service enforcement under the 2015 ELD Rule may improve our competitive position by causing all carriers to adhere more closely to hours-of-service requirements and may further reduce industry capacity.


In the aftermath of the September 11, 2001 terrorist attacks, the DHS and other federal, state, and municipal authorities implemented and continue to implement various security measures, including checkpoints and travel restrictions on large tractors. The U.S. Transportation Security Administration ("TSA") adopted regulations that require a determination by the TSA that each driver who applies for or renews his or her license for carrying hazardous materials is not a security threat.  This could reduce the pool of qualified drivers who are permitted to transport hazardous waste, which could require us to increase driver compensation, limit our fleet growth, or allow tractors to sit idle.  These regulations also could complicate the matching of available equipment with hazardous material shipments, thereby increasing our response time on customer orders and our non-revenue miles.  As a result, it is possible we could fail to meet the needs of our customers or could incur increased expenses to do so.

In December 2016, the FMCSA issued a final rule establishing a national clearinghouse for drug and alcohol testing results and requiring motor carriers and medical review officers to provide records of violations by commercial drivers of FMCSA drug and alcohol testing requirements. Motor carriers will beare required to query the clearinghouse to ensure drivers and driver applicants do not have violations of federal drug and alcohol testing regulations that prohibit them from operating commercial motor vehicles. The final rule became effective in January 2017, with a compliance date in January 2020. In December 2019, however, the FMCSA announced a final rule extending by three years the date for state driver’s licensing agencies to comply with certain Drug and Alcohol Clearinghouse requirements. The December 2016 commercial driver’s license rule required states to request information from the Clearinghouse about individuals prior to issuing, renewing, upgrading, or transferring to a CDL. This new action allowed states’ compliance with the requirement, which was set to begin January 2020, to be delayed until January 2023. That being said, the FMCSA indicated it would allow states the option to voluntarily query Clearinghouse information beginning January 2020. The compliance date of January 2020 remained in place for all other requirements set forth in the Clearinghouse final rule, is scheduled forhowever. Upon implementation, in early 2020 andthe rule may reduce the number of available drivers in an already constrained driver market.


In November 2015, Pursuant to a new rule finalized by the FMCSA, published itsbeginning in November 2024, states will be required to query the Clearinghouse when issuing, renewing, transferring, or upgrading a commercial driver's license and must revoke a driver's commercial driving privileges if such driver is prohibited from driving a motor vehicle for one or more drug or alcohol violations.

In September 2020, the Department of Health and Human Services (“DHHS”) announced proposed mandatory guidelines to allow employers to drug test truck drivers and other federal workers for pre-employment and random testing using hair specimens. However, the proposal also requires a second sample using either urine or an oral fluid test if a hair test is positive, if a donor is unable to provide a sufficient amount of hair for faith-based or medical reasons, or due to an insufficient amount or length of hair. The proposal specifically requires that the second test be done simultaneously at the collection event or when directed by the medical review officer after review and verification of laboratory-reported results for the hair specimen. DHHS indicated the two-test approach is intended to protect federal workers from issues that have been identified as limitations of hair testing, and related legal deficiencies identified in two prior court cases. In 2022, an industry group known as the Trucking Alliance sought an exemption from the FMCSA that would allow positive hair specimen tests to be uploaded into the FMCSA Drug and Alcohol Clearinghouse. This request was denied by the FMCSA, however, noting they cannot act until the DHHS finalizes these guidelines. Additionally, in February 2022 the DOT issued a Notice of Proposed Rulemaking that would include oral fluid testing as an alternative to urine testing for purposes of the DOT’s drug testing program, with a goal of improving the integrity and effectiveness of the drug testing program, along with potential cost savings to regulated parties. Public comment on the proposed rule closed in April 2022, with industry participants generally being in favor. It is unclear if, and when, a final rule related to driver coercion, which took effect in January 2016.  Under this rule, carriers, shippers, receivers, or transportation intermediaries that are found to have coerced drivers to violate certain FMCSA regulations (including hours-of-service rules) may be fined upput in place, however. Any final rule may reduce the number of available drivers. We currently perform urine testing and will continue monitor any developments in this area to $16,000 for each offense.  In addition, otherensure compliance. Finally, federal drug regulators have announced a proposal to add fentanyl to a drug testing panel that would detect the use of such drug among safety-sensitive federal employees, which would include truck drivers if adopted by the DOT. If the proposal is accepted, DHHS expects to add fentanyl to the testing panel as early as the first quarter of 2023.

Other rules have been recently proposed or made final by the FMCSA, includingincluding: (i) a rule requiring the use of speed limiting devices on heavy duty tractors to restrict maximum speeds, which was proposed in 2016, and (ii) a rule setting forth minimum driver training standards for new drivers applying for commercial driver’s licenses for the first time and to experienced drivers upgrading their licenses or seeking a hazardous materials endorsement, known as Entry-Level Driver Training regulations (the "ELDT Regulations"), which was made final in December 2016, with a compliance date in February 2020. However, in May 2020, the FMCSA approved an interim rule delaying implementation of the ELDT Regulations by two years, which extended the compliance date until February 2022. The ELDT Regulations may reduce the number of available drivers or increase recruitment and training costs with respect to new drivers. In February 2023, the FMCSA issued a supplemental Notice of Proposed Rulemaking requesting additional information on automated driving systems (“ADS”) and seeking comment on regulatory approaches that would enable it to obtain relevant safety information and the current and anticipated size of the population of carriers operating ADS-equipped commercial motor vehicles. Public comment on the supplemental notice will remain open until March 2023, and it remains to be seen, what, if any, final rules will stem therefrom. Additionally, the FMCSA in conjunction with the National Highway Traffic Safety Administration ("NHTSA"), have announced their intention to propose a rule for performance standards and maintenance requirements for automatic emergency braking on heavy trucks. Such proposal is anticipated as early as March 2023, but it remains uncertain what exactly it may require and whether a final rule will ultimately be put into place.

Our industry is also subject to a number of recently proposed rules which mandate the use of speed-limiting devices in certain commercial motor vehicles. In July 2017, the DOT announced that it would no longer pursue a speed limiter rule but left open the possibility that it could resume such a pursuit in the future. In May 2021, however, the Cullum Owings Large Truck Safe Operating Speed Act was reintroduced into the U.S. House of Representatives and would require commercial motor vehicles with a gross weight of more than 26,000 pounds to be equipped with a speed limiter that would limit the vehicle’s speed to no more than 65 M.P.H. Furthermore, in April 2022, the FMCSA issued a notice of intent to propose a rule during 2023 that will require certain commercial vehicles to be equipped with speed limiters. The effect of these rules, to the extent they become effective, could result in a decrease in fleet production and driver availability, either of which could adversely affect our business or operations.


this apprenticeship program in January 2022 in an effort to begin to help the industry’s ongoing driver shortage. This program, known as the Safe Driver Apprenticeship Pilot Program, is open to 18 to 20-year-old drivers who already hold intrastate commercial driver's licenses and sets a strict training regimen for participating drivers and carriers to comply with. Motor carriers interested in participating must complete an application for participation and submit monthly data on an apprentice’s driver activity, safety outcomes, and additional supporting information. The Safe Driver Pilot Apprenticeship Program is limited to 3,000 driver-apprentices at any given time, with new driver-apprentices allowed into the program to replace those that leave or age out. It remains unclear whether any regulatory changes will stem from the apprenticeship program.

The IIJA also required that the FMCSA clarify the differences between brokers, bona fide agents, and dispatch services, and to further specify its interpretation of the definitions of “broker” and “bona fide agents.” As such, and in an attempt to rein in companies engaging in brokerage services without proper FMCSA authority, the FMCSA issued interim guidelines in November 2022, which, among other things, (i) contained a multitude of factors relevant to determining whether a dispatch service actually requires brokerage authority, (ii) clarified that operating as an unauthorized broker carries civil penalties of up to $10,000 per violation, and (iii) clarified that the handling of funds in shipper-motor carrier transactions is an important consideration (pointing towards a broker designation) in the determination of whether someone is a broker or simply an agent. The FMCSA also clarified, however, that any determination will be highly fact specific and will entail determining whether the person or company is engaged in the allocation of traffic between motor carriers. Several of the Company’s subsidiaries currently hold FMCSA brokerage authority, so while the impact of this guidance remains to be seen, the Company does not currently anticipate an adverse impact on its operations. Additionally, in a January 2023 Notice of Proposed Rulemaking, the FMCSA proposed more oversight of truck brokers, freight forwarders, and the surety bond and trust companies that back them. The Notice of Proposed Rulemaking considers regulatory modifications in five areas: (i) assets readily available, (ii) immediate suspension of broker/freight forwarder operating authority, (iii) surety or trust responsibilities, (iv) enforcement authority, and (v) entities eligible to serve as BMC-85 trustees. Among other changes, the proposal would allow brokers or freight forwarders to meet regulatory requirements to have “assets readily available” by maintaining trusts that meet certain criteria, including that they can be liquidated within seven calendar days of an event that triggers a payment from the trust. The proposal also stipulates that “available financial security” falls below $75,000 when there is a drawdown on the broker or freight forwarder’s surety bond or trust fund. Adoption of these changes could negatively impact our business by increasing our compliance obligations, operating costs, and related expenses.

In March 2014,June 2022, the United States Supreme Court (the “Supreme Court”) declined to review a Ninth Circuit Court of Appeals decision involving a personal injury suit alleging that a freight broker had liability for an accident because it breached its duty to select a competent contractor to transport the load in question. In its petition to the Supreme Court, the broker unsuccessfully argued that the Ninth Circuit’s decision improperly disallowed federal pre-emption, and would expose freight brokers to a patchwork of state regulations across the United States. This development potentially calls into question freight brokers’ ability to rely on federal agency standards in selecting motor carriers, given the carrier involved in the accident was allegedly in good standing with the FMCSA when it was chosen to transport the load. It could also lead to primary (as opposed to contingent) liability being imposed upon freight brokers, and increased insurance premiums for brokerage operations generally. Although we are committed to selecting safe and secure motor carriers in carrying out our brokerage activities, if we are found to be negligent in the motor carrier selection process it could lead to significant liabilities in the event of an accident, which could have a materially adverse effect on our business and operating results.

In September 2022, the FMCSA issued an advance Notice of Proposed Rulemaking that would require fleets and owner-operators to equip their trucks with unique electronic identification systems designed to streamline roadside inspections and provide transparency and accountability in day-to-day trucking operations. The petition was generally disfavored by transportation industry participants, citing, among other things, the petition’s failure to address privacy and data security risks. It remains to be seen what rules, if any, may stem from this notice.

In November 2022 Senate lawmakers introduced legislation that would set aside grant funds over four years to expand truck parking across the United States. Such legislation would allow for the creation of new parking areas, the expansion of existing facilities, and the approval of commercial parking at existing weigh stations, rest areas, and park-and-ride facilities. It would also allow for truck parking expansion at commercial truck stops and travel plazas. Industry groups are generally in favor of the bill, as a lack of available parking has negatively impacted the industry as a whole, including the Company and its subsidiaries.

In December 2018, the FMCSA granted a petition filed by the ATA and in doing so determined that federal law does preempt California’s wage and hour laws, and interstate truck drivers are not subject to such laws. The FMCSA’s decision has been appealed by labor groups and multiple lawsuits have been filed in federal courts seeking to overturn the decision. In January 2021, the Ninth Circuit Court of Appeals heldupheld the FMCSA's determination that California state wagefederal law does preempt California's meal and hourrest break laws, are not preempted by federal law. The case was appealedas applied to the Supreme Courtdrivers of the United States, which in May 2015 refused to review the case, and accordingly, the Ninth Circuit Court of Appeals decision stands. Currentproperty-carrying commercial motor vehicles. Other current and future state and local wage and hour laws, including laws related to employee meal breaks and rest periods, may also vary significantly from federal law. Further, driver piece rate compensation, which is an industry standard, has been attacked as non-compliant with state minimum wage laws and lawsuits have recently been filed and/or adjudicated against carriers demanding compensation for sleeper berth time, layovers, rest breaks and pre-trip and post-trip inspections, the outcome of which could have major implications for the treatment of time that drivers spend off-duty (whether in a truck’s sleeper berth or otherwise) under applicable wage laws. Both of these issues are adversely impacting the Company and the industry as a whole, with respect to the practical application of the laws, thereby resulting in additional cost. As a result, we, along with other companies in the industry, could become subject to an uneven patchwork of wage and hour laws throughout the United States. There isIn the past, certain legislators have proposed federal legislation to preempt certain state and local wage and hour laws; however, passage of such legislation is uncertain. If federal legislation is not passed, we will either need to comply with the most restrictive state and local laws across our entire network or overhaul our management systems to comply with varying state and local laws. Either solution could result in increased compliance and labor costs, driver turnover, decreased efficiency, and decreased efficiency.

amplified legal exposure.


Tax and other regulatory authorities, as well as owner operatorsindependent contractors themselves, have increasingly asserted that owner operator driversindependent contractors in the trucking industry are employees rather than independent contractors, for a variety of purposes, including income tax withholding, workers' compensation, wage and hour compensation, unemployment, and other issues. Federal legislators have introduced legislation in the past to make it easier for tax and other authorities to reclassify owner operator driversindependent contractors as employees, including legislation to increase the recordkeeping requirements for those that engage owner operator driversindependent contractors and to heighten the penalties of companies who misclassify their employees and are found to have violated employees'employees' overtime and/or wage requirements. The most recent example being the Protecting the Rights to Organize ("PRO") Act, which was passed by the U.S. House of Representatives and received by the Senate in March 2021 and remains with the Senate's Committee on Health, Education, Labor, and Pensions. The PRO Act proposes to apply the "ABC Test" for classifying workers under Federal Fair Labor Standards Act claims. Additionally, in October 2022, the Department of Labor proposed a new rule regarding independent contractor classification, which if adopted, would evaluate an employer's relationship with workers under six categories to determine whether such worker should be classified as an independent contractor based on a totality of the circumstances and the economic realities of such relationship. It is unknown whether any of the proposed legislation will become law or whether any industry-based exemptions from any resulting law will be granted. Additionally, federal legislators have sought to abolish the current safe harbor allowing taxpayers meeting certain criteria to treat individuals as independent contractors if they are following a long-standing, recognized practice, extend the Fair Labor Standards Act to independent contractors, and impose notice requirements based upon employment or independent contractor status and fines for failure to comply. Some states have put initiatives in place to increase their revenues from items such as unemployment, workers'workers' compensation, and income taxes, and a reclassification of owner operator driversindependent contractors as employees would help states with this initiative.  these initiatives. 

Recently, courts in certain states have issued decisions that could result in a greater likelihood that independent contractors would be judicially classified as employees in such states. In September 2019, California enacted A.B. 5 (“AB5”), a new law that changed the landscape of the state’s treatment of employees and independent contractors. AB5 provides that the three-pronged “ABC Test” must be used to determine worker classification in wage-order claims. Under the ABC Test, a worker is presumed to be an employee, and the burden to demonstrate their independent contractor status is on the hiring company through satisfying all three of the following criteria:

the worker is free from control and direction in the performance of services; and

the worker is performing work outside the usual course of business of the hiring company; and

the worker is customarily engaged in an independently established trade, occupation, or business.

How AB5 will be enforced is still to be determined. In January 2021, however, the California Supreme Court ruled that the ABC Test could apply retroactively to all cases not yet final as of the date the original decision was rendered, April 2018. While AB5 was set to go into effect in January 2020, a federal judge in California issued a preliminary injunction barring the enforcement of AB5 on the trucking industry while the California Trucking Association (“CTA”) went forward with its suit seeking to invalidate AB5. The Ninth Circuit Court of Appeals rejected the reasoning behind the injunction in April 2021, ruling that AB5 is not pre-empted by federal law, but granted a stay of the AB5 mandate in June 2021 (preventing its application and temporarily continuing the injunction) while the CTA petitioned the Supreme Court to review the decision. In November 2021, the Supreme Court requested that the U.S. solicitor general weigh in on the case. The injunction remained in place until the Supreme Court declined to hear the matter. As a result, the injunction was lifted and retroactively placed AB5 into law as of January 2020. While the stay of the AB5 mandate provided temporary relief to the enforcement of AB5, the CTA and other industry groups are continuing to bring challenges against AB5 and it remains unclear whether the CTA or other industry groups will ultimately be successful in receiving future injunctions or in invalidating the law. It is also possible AB5 will spur similar legislation in states other than California, which could adversely affect our results of operations and profitability.

Further, class actions and other lawsuits have been filed against certain members of our industry seeking to reclassify owner operatorsindependent contractors as employees for a variety of purposes, including workers' compensation and health care coverage. In addition, companies that utilize lease-purchase owner operatorindependent contractor programs, such as us, have been more susceptible to reclassification lawsuits and several recent decisions have been made in favor of those seeking to classify as employees certain owner operator truck driversindependent contractors that participated in lease-purchase programs. Taxing and other regulatory authorities and courts apply a variety of standards in their determination of independent contractor status. Our classification of owner operatorsindependent contractors has been the subject of audits by such authorities from time to time. While we have been successful in continuing to classify our owner operatorindependent contractor drivers as independent contractors and not employees, we may be unsuccessful in defending that position in the future. If our owner operator driversindependent contractors are determined to be our employees, we would incur additional exposure under federal and state tax, workers'workers' compensation, unemployment benefits, labor, employment, and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholdings.


Environmental Regulations

We are subject to various environmental laws and regulations dealing with the hauling and handling of hazardous materials, fuel storage tanks, air emissions from our vehicles and facilities, engine idling, and discharge and retention of storm water. Our tractor terminals often are located in industrial areas where groundwater or other forms of environmental contamination could occur. Our operations involve the risks of fuel spillage or seepage, environmental damage, and hazardous waste disposal, among others. Certain of our facilities have waste oil or fuel storage tanks, and fueling islands. A small percentagecertain portion of our freight consists of low-grade hazardous substances, which subjects us to a wide array of regulations.regulations, and another portion consists of high security cargo such as arms, ammunition, and explosives, which subjects us to a myriad of regulatory requirements concerning the storage, handling and transportation of hazardous materials, chemicals, and explosives. Accidents or malfeasance involving these services or cargo, or a failure of a product (including as a result of cyberattack), could cause personal injury, loss of life, damage or destruction of property, equipment or the environment, or suspension of operations, any of which could materially and adversely affect our operations and profitability. Additionally, increasing efforts to control emissions of greenhouse gases may have an adverse effect on us. Although we have instituted programs to monitor and control environmental risks and promote compliance with applicable environmental laws and regulations, if we are involved in a spill or other accident involving hazardous substances, if there are releases of hazardous substances we transport, if soil or groundwater contamination is found at our facilities or results from our operations, or if we are found to be in violation of applicable laws or regulations, we could be subject to cleanup costs and liabilities, including substantial fines or penalties or civil and criminal liability, any of which could have a materially adverse effect on our business and operating results.


EPA regulations limiting exhaust emissions became more restrictive in 2010. 

In August 2011, the National Highway Traffic Safety Administration ("NHTSA")NHTSA and the EPA adopted final rules that established the first-ever fuel economy and greenhouse gas standards for medium-and heavy-duty vehicles, including the tractors we employ (the "Phase 1 Standards"). The Phase 1 Standards apply to tractor model years 2014 to 2018 and require the achievement of an approximate 20 percent reduction in fuel consumption by the 2018 model year, which equates to approximately four gallons of fuel for every 100 miles traveled. In addition, in February 2014, President Obama announced that his administration would begin developing the next phase of tighter fuel efficiency and greenhouse gas standards for medium-and heavy-duty tractors and trailers (the "Phase 2 Standards"). In October 2016, the EPA and NHTSA published the final rule mandating that the Phase 2 Standards will apply to trailers beginning with model year 2018 and tractors beginning with model year 2021. The Phase 2 Standards require nine percent and 25 percent reductions in emissions and fuel consumption for trailers and tractors, respectively, by 2027. We believe these requirements will resultThe final rule was effective in additional increases in new tractorDecember 2016, but has since faced challenges and trailer prices and additional parts and maintenance costs incurred to retrofit our tractors and trailers with technology to achieve compliance with such standards, which could adversely affect our operating results and profitability, particularly if such costs are not offset by potential fuel savings. We cannot predict, however, the extent to which our operations and productivity will be impacted.delays. In October 2017, the EPA announced a proposal to repeal the Phase 2 Standards as they relate to gliders (which mix refurbished older components, including transmissions and pre-emission-rule engines, with a new frame, cab, steer axle, wheels, and other standard equipment). The outcome of such proposal is still undetermined. Additionally, implementation of the Phase 2 Standards as they relate to trailers has been delayed due tochallenged in the U.S. Court of Appeals for the District of Columbia. In November 2021, a provisional stay granted in October 2017 bypanel for the U.S. Court of Appeals for the District of Columbia which is overseeing a case againstruled in favor of the EPAassociation challenging the standards and vacated all portions of the Phase 2 Standards that applied to trailers, and consequently, the Phase 2 Standards will only require reductions in emissions and fuel consumption for tractors. The Company’s (or its subsidiaries', as applicable) new tractor purchases in 2022 complied with the emission and fuel consumption reductions required by the Truck Trailer Manufacturers Association, Inc. regarding the Phase 2 Standards. IfEven though the trailer provisions of the Phase 2 Standards are permanentlystandards have been removed, we would expectwill still need to ensure the majority of our fleet is compliant with the California Phase 2 standards (described in further detail below).

In January 2020, the EPA announced it is seeking input on reducing emissions of nitrogen oxides and other pollutants from heavy-duty trucks. In March 2022, the EPA issued a proposed rule that included nitrogen oxide emission standards which are more stringent than the Phase 2 Standards would havefor certain heavy-duty motor vehicles. In December 2022, the EPA adopted a reduced effectfinal rule that reflected a compromise of the options previously proposed, with new emissions standards of nitrogen oxides for heavy-duty motor vehicles beginning with model year 2027 being more than 80% stronger than current emission standards, with the intent to reduce heavy duty emissions by almost 50% from today's levels by 2045. The EPA has indicated that the December 2022 rule is the first part of a multi part plan focusing on greenhouse gas emissions, which is commonly referred to as the “Cleaner Trucks Initiative,” or the “Clean Trucks Plan.” The EPA has indicated that it plans to release proposals for the remaining steps in the Clean Trucks Plan by the end of March 2023 and is targeting 2027 for these new standards to take effect. The EPA has also previously indicated it is working on enacting additional, more stringent, greenhouse gas emission standards (beginning with model year 2030 vehicles) by the end of 2024. Compliance with these regulations could increase the cost of new tractors and trailers, impair equipment productivity, and increase operating expenses. These effects, combined with the uncertainty as to the operating results that will be produced by the newly designed diesel engines and the residual values of these vehicles, could increase our costs or otherwise adversely affect our business or operations.


The California Air Resources Board ("CARB") also adopted emission control regulations that will be applicable to all heavy-duty tractors that pull 53-foot or longer box-type trailers within the state of California. The tractors and trailers subject to these CARB regulations must be either EPA SmartWay certified or equipped with low-rolling, resistance tires and retrofitted with SmartWay-approved aerodynamic technologies. Enforcement of these CARB regulations for model year 2011 equipment began in January 2010 and have been phased in over several years for older equipment. We currently purchase Smart Way certified equipment in our new tractor and trailer acquisitions. In addition, in February 2017 CARB proposed California Phase 2 standards that generally align with the federal Phase 2 Standards, with some minor additional requirements, and as proposed would stay in place even if the federal Phase 2 Standards are affected by action from President Trump’s administration.affected. In February 2019, the California Phase 2 standards became final. Thus, even though the trailer provisions of the Phase 2 Standards were removed, we will still need to ensure the majority of our fleet is compliant with the California Phase 2 standards, which may result in increased equipment costs and could adversely affect our operating results and profitability. CARB has also recently announced it plansintentions to bring a formal proposed program to its Boardadopt regulations ensuring that 100% of tractors operating in early 2018.California are operating with battery or fuel cell-electric engines in the future. Whether these regulations will ultimately be adopted remains unclear. Federal and state lawmakers also have proposed a variety of other regulatory limits on carbon emissions and fuel consumption. Compliance with these regulations could increase the cost of new tractors and trailers, impair equipment productivity, and increase operating expenses. These effects, combined with the uncertainty as to the operating results that will be produced by the newly designed diesel engines and the residual values of these vehicles, could increase our costs or otherwise adversely affect our business or operations.


In June 2020 CARB also passed the Advanced Clean Trucks (“ACT”) regulation, which became effective in March 2021 and generally requires original equipment manufacturers to begin shifting towards greater production and sales of zero-emission heavy duty tractors starting in 2024. Under ACT, by 2045, every new tractor sold in California will need to be zero-emission. The most aggressive ACT standards apply to Class 4-8 trucks, which range from 14,000-33,000 pounds, by requiring that 9% of such trucks be zero emission beginning in 2024 and increasing to 75% by 2035. Similar (albeit lower) increasing zero emission requirements apply to Class 2b-3 trucks, and Class 7-8 trucks between 2024 and 2035. Among other impacts, ACT could affect the cost and/or supply of traditional diesel tractors. It has also led to similar legislation in other states, with Oregon, Washington, New York, New Jersey, and Massachusetts already adopting ACT, and a number of other states either considering adoption of ACT or affirmatively conducting a preliminary rulemaking process to that effect. CARB is also in the process of considering and finalizing what is known as the Advanced Clean Fleets (“ACF”) regulation, also aimed at transitioning to zero emission vehicles beginning in 2024. ACF is a purchase requirement for medium and heavy-duty fleets to adopt an increasing percentage of zero emission trucks, designed to complement the sell-side obligations of ACT. The proposed ACF regulations, generally set to begin in January 2024, apply to three categories of fleet operators: (1) high priority fleets who meet certain thresholds of trucks or revenue (including fleets that operate 50 or more trucks, or generate $50 million or more in gross annual revenue), (2) drayage fleets, and (3) state and local government public fleets. For high priority fleets who meet the applicable thresholds, compliance can be achieved by either (i) ensuring that all new vehicles added to the fleet be zero emission, and removing older vehicles once their statutory useful life is reached, or (ii) meeting certain fleet composition requirements (e.g., percentage of zero emission vehicles in the fleet) by certain dates, with the percentage of zero emission vehicles increasing over time, and resulting in 100% zero emission fleets by 2042 (or earlier for certain classes of vehicles). As with ACT, adoption and implementation of ACF could materially and negatively impact our business by increasing our compliance obligations, operating costs, and related expenses.

In order to reduce exhaust emissions, some states and municipalities have begun to restrict the locations and amount of time where diesel-powered tractors may idle. These restrictions could force us to purchase on-board power units that do not require the engine to idle or to alter our drivers' behavior, which could result in a decrease in productivity or increase in driver turnover.


Food Safety Regulations

In April 2016, the Food and Drug Administration (“FDA”) published a final rule establishing requirements for shippers, loaders, carriers by motor vehicle and rail vehicle, and receivers engaged in the transportation of food, to use sanitary transportation practices to ensure the safety of the food they transport as part of the Food Safety Modernization Act of 2011 (the "FSMA"). This rule sets forth requirements related to (i) the design and maintenance of equipment used to transport food, (ii) the measures taken during food transportation to ensure food safety, (iii) the training of carrier personnel in sanitary food transportation practices, and (iv) maintenance and retention of records of written procedures, agreements, and training related to the foregoing items. These requirements took effect for larger carriers such as us in April 2017 and are applicable when we perform as a carrier or as a broker. We believe we have been in compliance with these requirements since that time. However, if we are found to be in violation of applicable laws or regulations related to the FSMA or if we transport food or goods that are contaminated or are found to cause illness and/or death, we could be subject to substantial fines, lawsuits, penalties and/or criminal and civil liability, any of which could have a material adverse effect on our business, financial condition, and results of operations.


The regulatory environment has changed

As the FDA continues its efforts to modernize food safety, it is likely additional food safety regulations will take effect in the future. In July 2020, the FDA released its “New Era of Smarter Food Safety” blueprint, which creates a ten year roadmap to create a more digital, traceable and safer food system. This blueprint builds on the work done under the administrationFSMA, and while it is still unclear what, if any, changes to the current governing framework may ultimately take effect, further regulation in this area could negatively affect our business by increasing our compliance obligations and related expenses going forward.

Executive and Legislative Climate

In August 2022, the Inflation Reduction Act of 2022 was signed into law by President Trump.Biden. Amongst other considerations, the Inflation Reduction Act contains provisions relating to energy, climate change, and tax reform. In January 2017,particular, the PresidentInflation Reduction Act shifts timing for certain tax payments, imposes an excise tax on certain corporate stock buybacks, and creates a 15% corporate alternative minimum tax, which is generally applicable to corporations that reported over $1 billion in profits in each of the three proceeding tax years. Tax changes in the Inflation Reduction Act, together with changes to any other U.S. tax laws may have an adverse impact on our business and profitability. It is unclear what other legislative initiatives will be signed an executive order requiring federal agenciesinto law and what changes they may undergo. However, adoption and implementation could negatively impact our business by increasing our compliance obligations and related expenses.

The United States Mexico Canada Agreement (“USMCA”) was entered into effect in July 2020. The USMCA is designed to repeal two regulationsmodernize food and agriculture trade, advance rules of origin for each new one they proposeautomobiles and imposing a regulatory budget, which would limittrucks, and enhance intellectual property protections, among other matters, according to the Office of U.S. Trade Representative. It is difficult to predict at this stage what could be the impact of the USMCA on the economy, including the transportation industry. However, given the amount of new regulatory costs federal agencies can impose on individuals and businesses each year.  We do not believe the order has hadNorth American trade that moves by truck, it could have a significant impact on supply and demand in the transportation industry, and could adversely impact the amount, movement, and patterns of freight we transport.

The IIJA was signed into law by President Biden in November 2021. The roughly $1.2 trillion bill contains an estimated $550 billion in new spending, which will impact transportation. In particular, it dedicates more than $100 billion for surface transportation networks and roughly $66 billion for freight and passenger rail operations. Provisions in the law specific to trucking are discussed above. It otherwise remains unclear how the IIJA will be implemented into and effect our industry.industry in the long-term. The IIJA may result in increased compliance and implementation related expenses, which could have a negative impact on our operations. 

In January 2023, the Safer Highways and Increased Performance for Interstate Trucking Act (the “SHIP IT Act”) was introduced into the U.S. House of Representatives. As proposed, the SHIP IT Act would allow states to issue special permits for overweight vehicles and loads during emergencies, allow drivers to apply for Workforce Innovation and Opportunity Act grants, attempt to recruit truck drivers to the industry through targeted and temporary tax credits, streamline the CDL process in certain respects, and expand access to truck parking and rest areas for commercial drivers. It remains unclear whether the SHIP IT Act will ultimately become law, however, and what changes it may undergo prior finalization.

Given COVID-19’s considerable effect on our nation and industry, the FMCSA previously issued and/or extended various temporary responsive measures in response to COVID-19 pandemic. However, as additional tools, protective equipment, policies, practices, and medicines have been developed in response to COVID-19, in October 2022, the FMCSA ended the hours of service waiver previously issued with respect to certain types of shipments, such as, livestock, medical supplies, vaccines, groceries, and diesel fuel. Although to date these response measures have largely been enacted in order to assist industry participants in operating under adverse circumstances, any further responsive measures or the lapsing of temporary measures previously enacted, remain unclear and other anti-regulatory actioncould have a negative impact on our operations.

In November 2021 the U.S. Department of Labor’s Occupational Safety and Health Administration (“OSHA”) published an emergency temporary standard (the “Emergency Rule”) requiring all employers with at least 100 employees to ensure that their employees are fully vaccinated or require any employees who remain unvaccinated to produce a negative COVID-19 test result on at least a weekly basis before coming to work. The Emergency Rule has been blocked by the President and/Supreme Court. This Emergency Rule was subsequently withdrawn by OSHA in January 2022. However, any future vaccination, testing or Congress, may inhibitmask mandates that are allowed to go into effect, could, among other things, (i) cause our unvaccinated employees to go to smaller employers, if such employers are not subject to future new regulations and/mandates, or leadleave us or the trucking industry, especially our unvaccinated drivers, (ii) result in logistical issues, increased expenses, and operational issues from arranging for weekly tests of our unvaccinated employees, especially our unvaccinated drivers, (iii) result in increased costs for recruiting and retention of drivers, as well as the cost of weekly testing, and (iv) result in decreased revenue if we are unable to recruit and retain drivers. Any vaccination, testing or mask mandates that apply to drivers would significantly reduce the repealpool of drivers available to us and our industry, which could further impact the ongoing extreme shortage of available drivers. Accordingly, any vaccination, testing or delayed effectivenessmask mandates, if allowed to go into effect, could have a material adverse effect on our business, financial condition, and results of existing regulations. Therefore, it is uncertain how we may be impacted in the future by existing, proposed, or repealed regulations.operations.

Fuel Availability and Cost


The cost of fuel trended higher in 20172022 as compared to 2016, but slightly down from 2015 levels,2021, as demonstrated by an increase in the Department of Energy ("DOE") national average for diesel to approximately $2.65$4.99 per gallon for 20172022, compared to $2.30$3.29 per gallon for 2016. These increases in fuel costs2021. There were offset by lowerno fuel hedging lossesgains in 20172022, compared to 2016 as a result$0.4 million of contracts contributing to hedging lossesgains in 2016 expiring and not being replaced.


2021.

We actively manage our fuel costs by routing our drivers through fuel centers with which we have negotiated volume discounts and through jurisdictions with lower fuel taxes, where possible. We have also reduced the maximum speed of many of our trucks, implemented strict idling guidelines for our drivers, purchased technology to enhance our management and monitoring of out-of-route miles, encouraged the use of shore power units in truck stops, and imposed standards for accepting broker freight that includes minimum rates and fuel surcharges. These initiatives have contributed to significant improvements in fleet wide average fuel mileage. Moreover, we have a fuel surcharge program in place with the majority of our customers, which has historically enabled us to recover some of the higher fuel costs. However, even with the fuel surcharges, the price of fuel can affect our profitability. Our fuel surcharges are billed on a lagging basis, meaning we typically bill customers in the current week based on a 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. In addition, we incur additional costs when fuel prices rise that cannot be fully recovered due to our engines being idled during cold or warm weather, empty or out-of-route miles, and for fuel used by refrigerated trailer unitstrailers that generally is not billed to customers. In addition, from time-to-time customers attempt to modify their surcharge programs, some successfully, which can result in recovery of a smaller portion of fuel price increases. Rapid increases in fuel costs or shortages of fuel could have a materially adverse effect on our operations or future profitability.


To reduce the variability of the ultimate cash flows associated with fluctuations in diesel fuel prices, we have periodically enterentered into various derivative instruments, including forward futures swap contracts. We enterhave historically entered into hedging contracts with respect to ultra-low sulfur diesel ("ULSD"). Under these contracts, we would pay a fixed rate per gallon of ULSD and receive the monthly average price of Gulf Coast ULSD. Because the fixed price is determined based on market prices at the time we enter into the hedge, in times of increasing fuel prices the hedge contracts become more valuable, whereas in times of decreasing fuel prices the opposite is true. At December 31, 2017, weWe had forward futures swap contracts on approximately 7.6 million gallons of diesel to be purchased in 2018, or approximately 16.1% of our projected annual 2018 fuel requirements.  We currently have no forward futures swap contracts beyond 2018. Due to the relative stability of petroleum prices in 2017, and the completion of multiple contracts that were entered into during periods of higher ULSD prices, the fair value of our fuel hedging contracts at December 31, 2017, represented a $0.8 million asset compared to a $3.6 million liability at2022 or December 31, 2016.


2021.

Seasonality


In

Our tractor productivity decreases during the trucking industry, revenue has historically decreased as customerswinter season because inclement weather impedes operations, and some shippers reduce their shipments followingafter the winter holiday seasonseason. Our Expedited reportable segment has historically experienced a greater reduction in first quarter demand than our other operations, however, this trend has lessened following the growth of AAT, which is part of the Expedited reportable segment, and as inclementour work with long-term customers to improve the stability of contracted capacity in our Expedited fleet. Revenue also can be affected by bad weather, impedes operations.holidays and the number of business days that occur during a given period, since revenue is directly related to available working days of shippers. At the same time, operating expenses have generally increased, withincrease and fuel efficiency decliningdeclines because of engine idling and harsh weather causingcreating higher accident frequency, increased claims, and more equipment repairs resulting from physical damage. Forrepairs. In addition, many of our customers, particularly those in the reasons stated, first quarter results historically have been lower than results in each of the other three quarters of the year, excluding charges. Over the past several years,retail industry where we have seen increasesa large presence, demand additional capacity during the fourth quarter, which limits our ability to take advantage of more attractive spot market rates that generally exist during such periods. Further, despite our efforts to meet such demands, we may fail to do so, which may result in demand at varying times, primarily related to restocking required to replenish inventories thatlost future business opportunities with such customers, which could have been held significantly lower than historical averages.  Additionally, we have seen surges between Thanksgiving and Christmas resulting from holiday shopping trends toward delivery of gifts purchased over the internetAs logistics needs continue to evolve related to e-commerce and omnichannel growth,a materially adverse effect on our operations. Recently, the duration of what is considered peak seasonthis increased period of demand in the fourth quarter has shortened, with certain customers requiring the same volume of shipments over a more condensed timeframe, resulting in increased stress and demand on our network, people, and systems. If this trend continues, it could make satisfying our customers and maintaining the last few yearsquality of our service during the fourth quarter increasingly difficult. We may also suffer from natural disasters and now is approximatelyweather-related events, such as tornadoes, hurricanes, blizzards, ice storms, floods, and fires, which may increase in frequency and severity due to climate change, as well as other man-made disasters. These events may disrupt fuel supplies, increase fuel costs, disrupt freight shipments or routes, affect regional economies, destroy our assets, or adversely affect the business or financial condition of our customers, any of which could have a five-week period beginning the weekmaterially adverse effect on our results of Thanksgivingoperations or make our results of operations more volatile. Weather and ending on Christmas Eve, and we have seen other seasonal events could adversely affect our customers’ networks adjust accordingly.


operating results.

Additional Information


At December 31, 2017, our corporate structure included Covenant Transportation Group, Inc., a Nevada corporation and holding company organized in May 1994, and its wholly owned subsidiaries: Covenant Transport, Inc., a Tennessee corporation; Southern Refrigerated Transport, Inc., an Arkansas corporation; Star Transportation, Inc., a Tennessee corporation, each d/b/a Covenant Transport Services; Covenant Transport Solutions, Inc., a Nevada corporation, d/b/a Transport Financial Services; Covenant Logistics, Inc., a Nevada corporation; Covenant Asset Management, LLC, a Nevada limited liability company; CTG Leasing Company, a Nevada corporation; Driven Analytic Solutions, LLC, a Nevada limited liability company, Heritage Insurance, Inc., a Tennessee corporation, IQS Insurance Risk Retention Group, Inc., a Vermont corporation, and Transport Management Services, LLC, a Tennessee limited liability company.

Our headquarters is located at 400 Birmingham Highway, Chattanooga, Tennessee 37419, and our website address is www.ctgcompanies.comwww.covenantlogistics.com. Our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all other reports we file or furnish with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") are available free of charge through our website. Information contained in or available through our website is not incorporated by reference into, and you should not consider such information to be part of, this Annual Report on Form 10-K.


Additionally, you may read all of the materials that we file with the SEC by visiting the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  If you would like information about the operation of the Public Reference Room, you may call the SEC at 1-800-SEC-0330.  You may also visit the SEC's website at www.sec.gov. This site contains reports, proxy and information statements and other information regarding the Company and other companies that file electronically with the SEC.


ITEM 1A.RISK FACTORS

ITEM 1A.

RISK FACTORS

Our future results may be affected by a number of factors over which we have little or no control. The following discussion of risk factors contains forward-looking statements as discussed in Item 1 above. The following issues, uncertainties, and risks, among others, should be considered in evaluating our business and growth outlook.


STRATEGIC RISKS

Our business is subject to general economic, credit, business, and regulatory factors affecting the truckload industry that are largely beyond our control, any of which could have a materially adverse effect on our operating results.


The truckload industry is highly cyclical, and our business is dependent on a number of factors that may have a materially adverse effect on our results of operations, many of which are beyond our control. We believe that some of the most significant of these factors include (i) excess tractor and trailer capacity in the trucking industry in comparison with shipping demand; (ii) declines in the resale value of used equipment; (iii) recruiting and retaining qualified drivers; (iv) strikes, work stoppages, or work slowdowns at our facilities or at customer, port, border crossing, or other shipping-related facilities; (v) increases in interest rates, fuel taxes, tolls, and license and registration fees; (vi) rising costs of healthcare; and (vii) fluctuations in foreign exchange rates.


We are also affected by (i) recessionary economic cycles, such as the period from 2007 through 2009 freight environment, which was characterized by weak demand and downward pressure on rates;cycles; (ii) changes in customers’ inventory levels and practices, including shrinking product/package sizes, and in the availability of funding for their working capital; (iii) changes in the way our customers choose to utilize our services; and (iv) downturns in our customers’ business cycles, particularlyincluding declines in market segmentsconsumer spending, (v) excess trucking capacity in comparison with shipping demand, (vi) driver shortages and industries, such as retailincreases in driver’s compensation, (vii) industry compliance with ongoing regulatory requirements, (viii) the availability and manufacturing, where we have significantprice of new revenue equipment and/or declines in the resale value of used revenue equipment; (ix) the impact of the COVID-19 outbreak; (x) compliance with ongoing regulatory requirements; (xi) strikes, work stoppages or work slowdowns at our facilities, or at customer, concentration. Economic conditions may adversely affect our customersport, border crossing or other shipping-related facilities; (xii) increases in interest rates, inflation, fuel taxes, insurance, tolls, and their demand forlicense and ability to pay for our services. Customers encountering adverse economic conditions represent a greater potential for lossregistration fees; and we may be required to increase our allowance for doubtful accounts.

(xiii) rising costs of healthcare.

Economic conditions that decrease shipping demand or increase the supply of available tractors and trailers can exert downward pressure on rates and equipment utilization, thereby decreasing asset productivity. The risks associated with these factors are heightened when the United States economy is weakened, such as the period from 2007 through 2009.weakened. Some of the principal risks during such times, which risks we have experienced during prior recessionary periods, are as follows:


we may experience a reduction in overall freight levels, which may impair our asset utilization;
 

certain of our customers may face credit issues and could experience cash flow problems that may lead to payment delays, increased credit risk, bankruptcies, and other financial hardships that could result in even lower freight demand and may require us to increase our allowance for doubtful accounts;

 

freight patterns may change as supply chains are redesigned, resulting in an imbalance between our capacity and our customers' freight demand;

 

customers may solicit bids for freight from multiple trucking companies or select competitors that offer lower rates from among existing choices in an attempt to lower their costs, and we might be forced to lower our rates or lose freight; and

 

we may be forced to accept more freight from freight brokers, where freight rates are typically lower, or may be forced to incur more non-revenue miles to obtain loads; andloads.

lack of access to current sources of credit or lack of lender access to capital, leading to an inability to secure credit financing on satisfactory terms, or at all.

We are also subject to potential increases in various costs and other events that are outside our control that could materially reduce our profitability if we are unable to increase our rates sufficiently. Such cost increases include, but are not limited to, fuel and energy prices, driver and non-driver wages, purchased transportation costs, taxes, interest rates, tolls, license and registration fees, insurance premiums and claims, revenue equipment and related maintenance costs, tires and other components, and healthcare and other benefits for our employees.  We could be affected by strikes or other work stoppages at our terminals, or at customer, port, border, or other shipping locations.  Further, we may not be able to appropriately adjust our costs and staffing levels to changing market demands. In periods of rapid change, it is more difficult to match our staffing level to our business needs.


Changing impacts of regulatory measures could impair our operating efficiency and productivity, decrease our operating revenues and profitability, and result in higher operating costs.  

In addition, declinesevents outside our control, such as deterioration of U.S. transportation infrastructure and reduced investment in such infrastructure, further developments in the resale value of revenue equipment can also affectCOVID-19 outbreak, strikes or other work stoppages at our profitability and cash flows. From time to time, various U.S. federal, state,facilities or local taxes are also increased, including taxes on fuels. We cannot predict whether,at customer, port, border or in what form, any such increase applicable to us will be enacted, but such an increase could adversely affect our results of operations and profitability.


In addition, we cannot predict future economic conditions, fuel price fluctuations, or how consumer confidence could be affected by actual or threatenedother shipping locations, armed conflicts, orincluding the conflict in Ukraine, terrorist attacks, government efforts to combat terrorism, military action against a foreign state or group located in a foreign state or heightened security requirements. Enhancedrequirements could lead to wear, tear and damage to our equipment, driver dissatisfaction, reduced economic demand and freight volumes, reduced availability of credit, increased prices for fuel, or temporary closing of the shipping locations or U.S. borders. Such events or enhanced security measures in connection with such events could impair our operating efficiency and productivity and result in higher operating costs.

We may not be successful in achieving our strategic plan.


Several of our

Our initiatives include growing our dedicated and managed freight service offerings, effectively managing the attraction, development, and retention of qualified drivers, and continuing to improve the operating performancedurability of SRT.contracts in our Expedited and Dedicated reportable segments, growing our Warehousing reportable segment, including investments in capacity within the Warehousing reportable segment, delivering more consistent returns for our stockholders, improving profitability, and reducing costs and inefficiencies. Such initiatives will require time, management and financial resources, changes in our operations and sales functions, and monitoring and implementation of technology. We may be unable to effectively and successfully implement, or achieve sustainable improvement from, our strategic plan and initiatives or achieve these objectives. In addition, our operating margins couldbe adversely affected by future changes in and expansion of our business, including the expected expansion of expedited dry van and temperature-controlled teams.business. Further, our operating results may be negatively affected by a failure to further penetrate our existing customer base, cross-sell our services, pursue new customer opportunities, or manage the operations and expenses of new or growing services.expenses. There is no assurance that we will be successful in achieving our strategic plan and initiatives. Even if we are successful in achieving our strategic plan and initiatives,, we still may not achieve our goals. If we are unsuccessful in implementing our strategic plan and initiatives, our financial condition, results of operations, and cash flows could be adversely affected.


We operate in a highly competitive and fragmented industry, and numerous competitive factors could impair our ability to improve our profitability, limit growth opportunities, and could have a materially adverse effect on our results of operations.


Numerous competitive factors present in our industry could impair our ability to maintain or improve our current profitability, limit our prospects for growth, and could have a materially adverse effect on our results of operations. These factors include the following:

we compete with many other truckload carriers of varying sizes and, to a lesser extent, with (i) less-than-truckload carriers, (ii) railroads, and intermodal companies, and (iii) other transportation and logistics companies, many of which have access to more equipment and greater capital resources than we do;
 

many of our competitors periodically reduce their freight rates to gain business, especially during times of reduced growth in the economy, which may limit our ability to maintain or increase freight rates or to maintain or expand our business or may require us to reduce our freight rates in order to maintain business and keep our equipment productive;

 

many of our customers, including several in our top ten, are other transportation companies or also operate their own private trucking fleets, and they may decide to transport more of their own freight;

 

we may increase the size of our fleet during periods of high freight demand during which our competitors also increase their capacity, and we may experience losses in greater amounts than such competitors during subsequent cycles of softened freight demand if we are required to dispose of assets at a loss to match reduced customer demand;

a significant portion of our business is in the retail industry, which continues to undergo a shift away from the traditional brick and mortar model towards e-commerce, and this shift could impact the manner in which our customers source or utilize our services;

 

many customers reduce the number of carriers they use by selecting so-called "core carriers" as approved service providers or by engaging dedicated providers, and we may not be selected;

 

many customers periodically accept bids from multiple carriers for their shipping needs, and this process may depress freight rates or result in the loss of some of our business to competitors;

the trend toward consolidation in the trucking industry may create large carriers with greater financial resources and other competitive advantages relating to their size, and we may have difficulty competing with these larger carriers;

 

the market for qualified drivers is increasingly competitive, and our inability to attract and retain drivers could reduce our equipment utilization or cause us to increase compensation to our drivers and owner operatorsindependent contractors we engage, both of which would adversely affect our profitability;

 

competition from freight logistics and freight brokerage companies may adversely affect our customer relationships and freight rates;

 
economiesthe Covenant brand name is a valuable asset that is subject to the risk of scale that procurement aggregation providers may pass onadverse publicity (whether or not justified), which could result in the loss of value attributable to smaller carriers may improve such carriers’ ability to compete with us;our brand and reduced demand for our services; and
 
advances in technology may require us to increase investments in order to remain competitive, and our customers may not be willing to accept higher freight rates to cover the cost of these investments; andinvestments. 
higher fuel prices and, in turn, higher fuel surcharges to our customers may cause some of our customers to consider freight transportation alternatives, including rail transportation.

We may not grow substantially in the future and we may not be successful in improving our profitability.


We may not be able to sustain or increaseimprove profitability in the future. Achieving profitability depends upon numerous factors, including our ability to effectively and successfully implement other strategic initiatives, increase our average revenue per tractor, improve driver retention, and control expenses.costs and inefficiencies. If we are unable to improve our profitability, then our liquidity, financial position, and results of operations may be adversely affected.


There is no assurance that in the future, our business will grow substantially or without volatility, nor can we assure you that we will be able to effectively adapt our management, administrative, and operational systems to respond to any future growth. Furthermore, there is no assurance that our operating margins will not be adversely affected by future changes in and expansion of our business.


We have terminals throughout the United States that serve markets in various regions.  These operations require the commitment of additional personnel and revenue equipment, as well as management resources, for future development. 

Should the growth in our operations stagnate or decline, our results of operations could be adversely affected. We may encounter operating conditions in new markets, as well as our current markets, that differ substantially from our current operations, and customer relationships and appropriate freight rates in new markets could be challenging to attain.


Our business is subject to certain credit factors affecting

We may not make acquisitions in the trucking industry that are largely outfuture, or if we do, we may not be successful in our acquisition strategy.

Acquisitions have provided a substantial portion of our controlgrowth. We may not have the financial capacity or be successful in identifying, negotiating, or consummating any future acquisitions. If we fail to make any future acquisitions, our historical growth rate could be materially and thatadversely affected. Any acquisitions we undertake could involve the dilutive issuance of equity securities and/or incurring indebtedness, the terms of which may be less favorable to us than anticipated. Any future acquisitions we may consummate involve numerous risks, any of which could have a materially adverse effect on our results of operations.


If the economy and/or the credit markets weaken, or we are unable to enter into capital or operating leases to acquire revenue equipment on terms favorable to us, our business, financial results,condition, and results of operations, including:

some of the acquired businesses may not achieve anticipated revenue, earnings, or cash flows;
we may assume liabilities that were not disclosed to us or otherwise exceed our estimates;
we may be unable to integrate acquired businesses successfully, or at all, and realize anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical, or financial problems;
transaction costs and acquisition-related integration costs could adversely affect our results of operations in the period in which such charges are recorded;
we may incur future impairment charges, write-offs, write-downs, or restructuring charges that could adversely impact our results of operations;
acquisitions could disrupt our ongoing business, distract our management, and divert our resources;
we may experience difficulties operating in markets in which we have had no or only limited direct experience;
we could lose customers, employees, and drivers of any acquired company; and
we may incur additional indebtedness

The conflict between Russia and Ukraine, expansion of such conflict to other areas or countries or similar conflicts could be materially adversely affected, especially if consumer confidence declinesimpact our business and domestic spending decreases. We may need to incur additional indebtednessfinancial results.

Although we do not have any direct operations in Russia, Belarus, or issue additional debt or equity securities in the future to fund working capital requirements, make investments, or for general corporate purposes. If the credit and equity markets erode, our ability to do soUkraine, we may be constrained. A declineaffected by the broader consequences of the Russia and Ukraine conflict or expansion of such conflict to other areas or countries or similar conflicts elsewhere, such as, increased inflation, supply chain issues, including access to parts for our revenue equipment, embargoes, geopolitical shift, access to diesel fuel, higher energy prices, potential retaliatory action by the Russian or other governments, including cyber-attacks, and the extent of the conflict’s effect on the global economy. The magnitude of these risks cannot be predicted, including the extent to which the conflict may heighten other risks disclosed herein. Ultimately, these or other factors could materially and adversely affect our results of operations.

OPERATIONAL RISKS

Increases in the creditdriver compensation or equity markets or any increase in volatility could make it more difficult for us to obtain financingdifficulties attracting and may lead to an adverse impact on our profitability and operations.


We self-insure for a significant portion of our claims exposure, which could significantly increase the volatility of, and decrease the amount of, our earnings.

Our business results in a substantial number of claims and litigation related to personal injuries, property damage, workers’ compensation, employment issues, health care, and other issues.  We self-insure a significant portion of our claims exposure, which could increase the volatility of, and decrease the amount of, our earnings, andretaining qualified drivers could have a materially adverse effect on our resultsprofitability and the ability to maintain or grow our fleet.

Like many truckload carriers, we experience substantial difficulty in attracting and retaining sufficient numbers of operations. Our future insurance and claims expenses may exceed historical levels,qualified drivers, which could reduce our earnings. We currently accrue amounts for liabilities based on our assessmentincludes the engagement of claims that arise and our insurance coverage for theindependent contractors. The truckload industry periodically experiences a shortage of qualified drivers, particularly during periods of economic expansion, in which alternative employment opportunities, including in the claims arise,construction and manufacturing industries, are more plentiful and freight demand increases, or during periods of economic downturns, in which unemployment benefits might be extended and financing is limited for independent contractors who seek to purchase equipment or for students who seek financial aid for driving school. Furthermore, capacity at driving schools may be limited by future outbreaks of COVID-19 or other similar outbreaks. Regulatory requirements, including those related to safety ratings, ELDs, hours-of-service changes, government imposed measures related to future outbreaks of COVID-19 or other similar outbreaks, and an improved economy could further reduce the number of eligible drivers or force us to increase driver compensation to attract and retain drivers. We have seen evidence that stricter hours-of-service regulations adopted by the DOT in the past have tightened, and, to the extent new regulations are enacted, may continue to tighten, the market for eligible drivers. The lack of adequate tractor parking along some U.S. highways and congestion caused by inadequate highway funding may make it more difficult for drivers to comply with hours-of-service regulations and cause added stress for drivers, further reducing the pool of eligible drivers. Further, the compensation we offer our drivers and independent contractor expenses are subject to market conditions, and we evaluatemay find it necessary to increase driver and revise these accruals from time to time based on additional information. Due to our significant self-insured amounts, we have significant exposure to fluctuationsindependent contractor compensation in the number and severity of claims and the risk of being required to accrue or pay additional amounts if our estimates are revised or the claims ultimately prove to be more severe than originally assessed.  Historically, we have had to significantly adjust our reserves on several occasions, and future significant adjustments may occur.  Further, our self-insured retention levels could change and result in more volatility than in recent years.


periods.

We maintain insurance for most risks above

In addition, we and many other truckload carriers suffer from a high turnover rate of drivers and independent contractors, and our turnover rate is higher than the amounts for which we self-insure with licensed insurance carriers.  If any claim were to exceed our coverage, or fall outside the aggregate coverage limit, we would bear the excess or uncovered amount, in additionindustry average and compared to our other self-insured amounts.  Although we believepeers. This high turnover rate requires us to spend significant resources recruiting a substantial number of drivers and independent contractors in order to operate existing revenue equipment and maintain our aggregate insurance limits are sufficientcurrent level of capacity and subjects us to cover reasonably expected claims, it is possible that one or more claims could exceed those limits.  Insurance carriers have recently raised premiums for our industry.  Our insurance and claims expense could increase if we have a similar experience at renewal, or we could find it necessary to raise our self-insured retention or decrease our aggregate coverage limits when our policies are renewed or replaced. Additionally,higher degree of risk with respect to driver and independent contractor shortages than our insurance carriers,competitors. We also employ driver hiring standards that we believe are more rigorous than the hiring standards employed in general in our industry and could further reduce the pool of available drivers from which we would hire. Our use of team-driven tractors in our Expedited reportable segment requires two drivers per tractor, which further increases the number of drivers we must recruit and retain in comparison to operations that require one driver per tractor. If we are unable to continue to attract and retain a sufficient number of drivers, we could be forced to, among other things, adjust our compensation packages, increase the number of our tractors without drivers, or operate with fewer trucks and face difficulty meeting shipper demands, any of which could adversely affect our growth and profitability.

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.

As independent business owners, independent contractors may make business or personal decisions that may conflict with our best interests. For example, if a load is experiencingunprofitable, route distance is too far from home, personal scheduling conflicts arise, or for other reasons, independent contractors may deny loads of freight from time to time. Additionally, independent contractors may be unable to obtain or retain equipment financing, which could affect their ability to continue to act as a declinethird-party service provider for the Company. In these circumstances, we must be able to deliver the freight timely in order to maintain relationships with customers, and if we fail to meet certain customer needs or incur increased expenses to do so, this could materially adversely affect our relationship with customers and our results of operations.

We provide financing to certain qualified independent contractors. If we are unable to provide such financing in the future, due to liquidity constraints or other restrictions, we may experience a decrease in the number of carriersindependent contractors we are able to engage. Further, if independent contractors we engage default under or otherwise terminate the financing arrangement and underwriters that offer certain insurance policieswe are unable to find a replacement independent contractor or thatseat the tractor with a company driver, we may incur losses on amounts owed to us with respect to the tractor.

Our agreements with the independent contractors we engage are willing to provide insurance for trucking companies,governed by the federal leasing regulations, which impose specific requirements on us and the necessity to go off-shore for insurance needs has increased. This mayindependent contractors. If more stringent federal leasing regulations are adopted, independent contractors could be deterred from becoming independent contractor drivers, which could materially adversely affect our insurance costs or make insurance in excessgoal of growing our current fleet levels of independent contractors.

We derive a significant portion of our self-insured retentionrevenues from our major customers, and the loss of, or a significant reduction of business with, one or more difficult to find, as well as increase our collateral requirements for policies that require security.  Should these expenses increase, we become unable to find excess coverage in amounts we deem sufficient, we experience a claim in excess of our coverage limits, we experience a claim for which we do notcould have coverage, or we have to increase our reserves or collateral, there could be a materially adverse effect on our business.

A significant portion of our revenues is generated from a small number of major customers. A substantial portion of our freight is from customers in the retail industry. As such, our volumes are largely dependent on consumer spending and retail sales, and our results may be more susceptible to trends in unemployment and retail sales than carriers that do not have this concentration. In addition, our major customers engage in bid processes and other activities periodically (including currently) in an attempt to lower their costs of transportation. We may not choose to participate in these bids or, if we participate, may not be awarded the freight, either of which could result in a reduction of our freight volumes with these customers. In this event, we could be required to replace the volumes elsewhere at uncertain rates and volumes, suffer reduced equipment utilization, or reduce the size of our fleet. Failure to retain our existing customers, or enter into relationships with new customers, each on acceptable terms, could materially impact our business, financial condition, results of operations, and ability to meet our current and long-term financial forecasts.

Generally, we do not have contractual relationships that guarantee any minimum volumes with our customers, and there can be no assurance that our customer relationships will continue as presently in effect. Our business with the Department of Defense is not subject to a contract, requires significant compliance work, and could be terminated at any time. Our Dedicated reportable segment is typically subject to longer term written contracts than our other reportable segments. However, certain of these contracts contain cancellation clauses, including our “evergreen” contracts, which automatically renew for one year terms but that can be terminated more easily. There is no assurance any of our customers, including our Dedicated customers, will continue to utilize our services, renew our existing contracts, or continue at the same volume levels. For our multi-year and Dedicated contracts, the rates we charge may not remain advantageous. Further, despite the existence of contractual arrangements, certain of our customers may nonetheless engage in competitive bidding processes that could negatively impact our contractual relationship. In addition, certain of our major customers may increasingly use their own truckload and delivery fleets, which would reduce our freight volumes. A reduction in or termination of our services by one or more of our major customers, including our Dedicated customers, could have a material adverse effect on our business, financial condition, and results of operations.

While we review and monitor the financial condition of our key customers on an ongoing basis to determine whether to provide services on credit, our customers' financial difficulties could nevertheless negatively impact our results of operations and financial condition.


Healthcare legislation and inflationary cost increases also could negatively impact financial results by increasing annual employee healthcare costs going forward.  We cannot presently determine the extent of the impact healthcare costs will havecondition, especially if these customers were to delay or default on our financial performance.  In addition, rising healthcare costs could force uspayments to make changes to existing benefits program, which could negatively impact our ability to attract and retain employees.

Our auto liability insurance policy contains a provision under which we have the option, on a retroactive basis, to assume responsibility for the entire cost of covered claims during the policy period in exchange for a refund of a portion of the premiums we paid for the policy.  This is referred to as "commuting" the policy.  We have elected to commute policies in three of the past seven years. In exchange, we have assumed the risk for all claims during the years for the policies commuted.  Our subsequent payouts for the claims assumed have been less than the refunds.  We expect the total refunds to exceed the total payouts; however, not all of the claims have been finally resolved and we cannot assure you of the result.  We may continue to commute policies for certain years in the future.  To the extent we do so, and one or more claims result in large payouts, we will not have insurance, and our financial condition, results of operation, and liquidity could be materially and adversely affected.

Our self-insurance for auto liability at one of our subsidiaries and our use of captive insurance companies could adversely impact our operations.

Covenant Transport, Inc. has been approved to self-insure for auto liability by the FMCSA.  We believe this status, along with the use of captive insurance companies, allows us to post substantially lower aggregate letters of credit and restricted cash than we would be required to post without this status or the use of captive insurance companies.  We have two wholly owned captive insurance subsidiaries which are regulated insurance companies through which we insure a portion of our auto liability claims in certain states. An increase in the number or severity of auto liability claims for which we self-insure through the captive insurance companies or pressure in the insurance and reinsurance markets could adversely impact our earnings and results of operations.  Further, both arrangements increase the possibility that our expenses will be volatile.

To comply with certain state insurance regulatory requirements, cash and cash equivalents must be paid to our captive insurance subsidiaries as capital investments and insurance premiums, which are restricted as collateral for anticipated losses. Significant future increases in the amount of collateral required by third-party insurance carriers and regulators would reduce our liquidity and could adversely affect our results of operations and capital resources.

Our captive insurance companies are subject to substantial government regulation.

Our captive insurance companies are regulated by state authorities. State regulations generally provide protection to policy holders, rather than stockholders, and generally involve:
approval of premium rates for insurance;
standards of solvency;
minimum amounts of statutory capital surplus that must be maintained;
limitations on types and amounts of investments;
regulation of dividend payments and other transactions between affiliates;
regulation of reinsurance;
regulation of underwriting and marketing practices;
approval of policy forms;
methods of accounting; and
 filing of annual and other reports with respect to financial condition and other matters.
These regulations may increase our costs, limit our ability to change premiums, restrict our ability to access cash held by these subsidiaries, and otherwise impede our ability to take actions we deem advisable.

us.

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, which could have a materially adverse effect on our profitability.


Fuel is one of our largest operating expenses. Diesel fuel prices fluctuate greatly due to factors beyond our control, such as political events, terrorist activities, armed conflicts, commodity futures trading, devaluation of the dollar against other currencies, and hurricanesweather events and other natural ordisasters, which could increase in frequency and severity due to climate change, as well as other man-made disasters, each of which may lead to an increase in the cost of fuel. Fuel prices also are affected by the rising demand for fuel in developing countries and could be materially adversely affected by the use of crude oil and oil reserves for purposes other than fuel production and by diminished drilling activity. Such events may lead not only to increases in fuel prices, but also to fuel shortages and disruptions in the fuel supply chain. In 2022, certain regions of the United States experienced short-term shortages of diesel fuel. Because our operations are dependent upon diesel fuel, significant diesel fuel cost increases, as well as widespread or long-term shortages, rationings, or supply disruptions of diesel fuel, would materially and adversely affect our business, financial condition, and results of operations.

17

Fuel also is subject to regional pricing differences and is often more expensive in certain areas where we operate. Increases in fuel costs, to the extent not offset by rate per mile increases or fuel surcharges, have a materially adverse effect on our operations and profitability. While we have fuel surcharge programs in place with a majority of our customers, which historically have helped us offset the majority of the negative impact of rising fuel prices associated with loaded or billed miles, we also incur fuel costs that cannot be recovered even with respect to customers with which we maintain fuel surcharge programs, such as those associated with non-revenue generating miles, time when our engines are idling, and fuel for refrigeration units on our refrigerated trailers. Moreover, the terms of each customer’s fuel surcharge program vary, and certain customers have sought to modify the terms of their fuel surcharge programs to minimize recoverability for fuel price increases. In addition, because our fuel surcharge recovery lags behind changes in fuel prices, our fuel surcharge recovery may not capture the increased costs we pay for fuel, especially when prices are rising. This could lead to fluctuations in our levels of reimbursement, which have occurred in the past. During periods of low freight volumes, shippers can use their negotiating leverage to impose fuel surcharge policies that provide a lower reimbursement of our fuel costs. There can beis no assurance that suchour fuel surchargessurcharge programs can be maintained indefinitely or will be sufficiently effective.


 Our results of operations would be negatively affected to the extent we cannot recover higher fuel costs or fail to improve our fuel price protection through our fuel surcharge program.

From time to time, we use hedging contracts and volume purchase arrangements to attempt to limit the effect of price fluctuations. We may be forced to make cash payments under the hedging contracts or volume purchase arrangements.  Our hedging and volume purchase arrangements effectively allow us to pay a fixed rate for fuel on a specified number of gallons that is determined based on the market rate at the time we enter into the arrangement.  In times of falling diesel fuel prices, oursuch arrangements could cause costs willto not be reduced to the same extent as they would havebe reduced if we had not entered intoin the hedging contracts or volume purchaseabsence of such arrangements and wesuch arrangements may incur significant expense in connection with our obligation to make cash payments under such contracts.  Accordingly, in times of falling diesel fuel prices, our profitability and cash flows may be negatively impacted to a greater extent than if we had not entered into the hedging contracts.


We depend on the proper functioning and availability of our information systems and a system failure or unavailability or an inability to effectively upgrade our information systems could cause a significant disruption to our business and have a materially adverse effect on our results of operations.

We depend heavily on the proper functioning, availability, and security of our information and communication systems, including financial reporting and operating systems, in operating our business.  Our operating system is critical to understanding customer demands, accepting and planning loads, dispatching equipment and drivers, and billing and collecting for our services.  Our financial reporting system is critical to producing accurate and timely financial statements and analyzing business information to help us manage effectively.  We are also evaluating implementation of a new software for our brokerage operations in 2018.

Our operations and those of our technology and communications service providers are vulnerable to interruption by fire, earthquake, power loss, telecommunications failure, terrorist attacks, Internet failures, computer viruses, and other events beyond our control. Although we attempt to reduce the risk of disruption to our business operations should a disaster occur through redundant computer systems and networks and backup systems, there can be no assurance that such measures will be effective.  If any of our critical information systems fail or become otherwise unavailable, whether as a result of the upgrade project or otherwise, we would have to perform the functions manually, which could temporarily impact our ability to manage our fleet efficiently, to respond to customers' requests effectively, to maintain billing and other records reliably, and to bill for services and prepare financial statements accurately or in a timely manner.  Our business interruption insurance may be inadequate to protect us in the event of an unforeseeable and extreme catastrophe. Any significant system failure, upgrade complication, security breach, or other system disruption could interrupt or delay our operations, damage our reputation, cause us to lose customers, or impact our ability to manage our operations and report our financial performance, any of which could have a materially adverse effect on our business. In addition, we are currently dependent on a single vendor to support several information technology functions. If the stability or capability of such vendor became compromised and we were forced to migrate such functions to a new platform, it could adversely affect our business, financial condition and results of operations.

We receive and transmit confidential data with and among our customers, drivers, vendors, employees, and service providers in the normal course of business.  Despite our implementation of secure transmission techniques, internal data security measures, and monitoring tools, our information and communication systems are vulnerable to disruption of communications with our customers, drivers, vendors, employees, and service providers and access, viewing, misappropriation, altering, or deleting information in our systems, including customer, driver, vendor, employee, and service provider information and our proprietary business information.  A security breach could damage our business operations and reputation and could cause us to incur costs associated with repairing our systems, increased security, customer notifications, lost operating revenue, litigation, regulatory action, and reputational damage.

Our Third Amended and Restated Credit Agreement (our "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.  A default could result in the acceleration of all or part of our outstanding indebtedness, which could have an adverse effect on our financial condition, liquidity, results of operations, and the market price of our Class A common stock.

We have a $95.0 million Credit Facility and numerous other financing arrangements.  Our Credit Facility contains certain restrictions and covenants relating to, among other things, dividends, liens, acquisitions and dispositions outside of the ordinary course of business, affiliate transactions, and a fixed charge coverage ratio, if availability is below a certain threshold. We have had difficulty meeting budgeted results and have had to request amendments or waivers in the past. If we are unable to meet budgeted results or otherwise comply with our Credit Facility, we may be unable to obtain amendments or waivers under our Credit Facility, or we may incur fees in doing so.

Certain other financing arrangements contain certain restrictions and non-financial covenants, in addition to those contained in our Credit Facility.  In addition, certain of our fuel hedging contracts are with lenders under our Credit Facility and could be terminated by such lenders if the Credit Facility is terminated or replaced.  If we fail to comply with any of our financing arrangement covenants, restrictions, and requirements, we will be in default under the relevant agreement, which could cause cross-defaults under our other financing arrangements.  In the event of any such default, if we failed to obtain replacement financing, amendments to, or waivers under the applicable financing arrangements, our lenders could cease making further advances, declare our debt to be immediately due and payable, fail to renew letters of credit, impose significant restrictions and requirements on our operations, institute foreclosure procedures against their collateral, or impose significant fees and transaction costs.  If acceleration occurs, economic conditions such as the recent credit market crisis may make it difficult or expensive to refinance the accelerated debt or we may have to issue equity securities, which would dilute stock ownership.  Even if new financing is made available to us, credit may not be available to us on acceptable terms.  A default under our financing arrangements could result in a materially adverse effect on our liquidity, financial condition, and results of operations.

Our substantial indebtedness and capital and operating lease obligations could adversely affect our ability to respond to changes in our industry or business.

As a result of our level of debt, capital leases, operating leases, and encumbered assets, we believe:

our vulnerability to adverse economic and industry conditions and competitive pressures is heightened;
we will continue to be required to dedicate a substantial portion of our cash flows from operations to lease payments and repayment of debt, limiting the availability of cash for our operations, capital expenditures, and future business opportunities;
our flexibility in planning for, or reacting to, changes in our business and industry will be limited;
our profitability is sensitive to fluctuations in interest rates because some of our debt obligations are subject to variable interest rates, and future borrowings and lease financing arrangements will be affected by any such fluctuations;
our ability to obtain additional financing in the future for working capital, capital expenditures, debt service requirements, acquisitions, or other purposes may be limited; and
we may be required to issue additional equity securities to raise funds, which would dilute the ownership position of our stockholders.

Our financing obligations could negatively impact our future operations, ability to satisfy our capital needs, or ability to engage in other business activities. We also cannot assure you that additional financing will be available to us when required or, if available, will be on terms satisfactory to us.

We may be unsuccessful in maintaining or increasing profitability.

Maintaining and improving profitability depends upon numerous factors, including the ability to increase average revenue per tractor, increase velocity, improve driver retention, and control operating expenses.  We may not be able to improve profitability in the future, which could negatively impact our liquidity, financial position, and results of operations.

We have significant ongoing capital requirements that could affect our profitability if we are unable to generate sufficient cash from operations and obtain financing on favorable terms.

The truckload industry is capital intensive, and our policy of operating newer equipment requires us to expend significant amounts annually.  We expect to pay for projected capital expenditures with cash flows from operations, borrowings under our Credit Facility, proceeds from the sale of our used revenue equipment, proceeds under other financing facilities, and leases of revenue equipment. If we are unable to generate sufficient cash from operations and obtain financing on favorable terms in the future, we may have to limit our fleet size, enter into less favorable financing arrangements, or operate our revenue equipment for longer periods, any of which could have a materially adverse effect on our profitability.

Credit markets may weaken at some point in the future, which would make it difficult for us to access our current sources of credit and difficult for our lenders to find the capital to fund us. We may need to incur additional debt, or issue debt or equity securities in the future, to refinance existing debt, fund working capital requirements, make investments, or support other business activities. Declines in consumer confidence, decreases in domestic spending, economic contractions, rating agency actions, and other trends in the credit market may impair our future ability to secure financing on satisfactory terms, or at all.

Our profitability may be materially adversely impacted if our capital investments do not match customer demand for invested resources or if there is a decline in the availability of funding sources for these investments.

Our operations require significant capital investments. The amount and timing of such investments depend on various factors, including anticipated freight demand and the price and availability of assets. If anticipated demand differs materially from actual usage, we may have too many or too few assets. Moreover, resource requirements vary based on customer demand, which may be subject to seasonal or general economic conditions. Our ability to select profitable freight and adapt to changes in customer transportation requirements is important to efficiently deploy resources and make capital investments in tractors and trailers (with respect to our truckload operations) or obtain qualified third-party capacity at a reasonable price (with respect to our Managed Freight segment). Although our business volume is not highly concentrated, our customers’ financial failures or loss of customer business may also affect us.

Our engagement of owner operators to provide a portion of our capacity exposes us to different risks than we face with our tractors driven by company drivers.

Pursuant to our fuel surcharge program with owner operators, we pay owner operators we contract with a fuel surcharge that increases with the increase in fuel prices. A significant increase or rapid fluctuation in fuel prices could cause our costs under this program to be higher than the revenue we receive under our customer fuel surcharge programs.

Our agreements with the owner operators we engage are governed by the federal leasing regulations, which impose specific requirements on us and the owner operators. If more stringent federal leasing regulations are adopted, owner operators could be deterred from becoming owner operator drivers, which could materially adversely affect our goal of growing our current fleet levels of owner operators.

Owner operators are third-party service providers, as compared with company drivers, who are employed by us. As independent business owners, they may make business or personal decisions that may conflict with our best interests. For example, if a load is unprofitable, route distance is too far from home, personal scheduling conflicts arise, or for other reasons, owner operators may deny loads of freight from time to time.  In these circumstances, we must be able to deliver the freight timely in order to maintain relationships with customers, and if we fail to meet certain customer needs or incur increased expenses to do so, this could materially adversely affect our business, financial condition, and results of operations.

Developments in labor and employment law and any unionizing efforts by employees could have a materially adverse effect on our results of operations.

We face the risk that Congress, federal agencies or one or more states could approve legislation or regulations significantly affecting our businesses and our relationship with our employees, such as the previously proposed federal legislation referred to as the Employee Free Choice Act, which would have substantially liberalized the procedures for union organization. None of our domestic employees are currently covered by a collective bargaining agreement, but any attempt by our employees to organize a labor union could result in increased legal and other associated costs. Additionally, given the National Labor Relations Board’s “speedy election” rule, our ability to timely and effectively address any unionizing efforts would be difficult.  If we entered into a collective bargaining agreement with our domestic employees, the terms could materially adversely affect our costs, efficiency, and ability to generate acceptable returns on the affected operations.

Additionally, the Department of Labor issued a final rule in 2016 raising the minimum salary basis for executive, administrative and professional exemptions from overtime payment. The rule increases the minimum salary from the current amount of $23,660 to $47,476 and up to 10% of non-discretionary bonus, commission and other incentive payments can be counted towards the minimum salary requirement. The rule was scheduled to go into effect on December 1, 2016. However, the rule was temporarily enjoined from going into effect in November 2016 after a group of twenty-one states and more than fifty-five Texas and national business groups filed separate lawsuits against the Department of Labor challenging the rule. In August 2017, the plaintiffs in that case were awarded summary judgment and the rule was invalidated.   However, any future rule similar to this rule that impacts the way we classify certain positions, increases our payment of overtime wages or increases the salaries we pay to currently exempt employees to maintain their exempt status, may have a material adverse effect on our business, financial condition, and results of operations.

We derive a significant portion of our revenues from our major customers, and the loss of, or a significant reduction of business with, one or more of which could have a materially adverse effect on our business.

In 2017, there were two customers which accounted for more than 10% of our consolidated revenue. However, in each of 2016 and 2015, there was one such customer.  Our top five customers collectively accounted for approximately 34%, 39%, and 34% of our total revenue in 2017, 2016, and 2015, respectively. Generally, we do not have long-term contracts with our major customers.  A substantial portion of our freight is from customers in the retail industry. As such, our volumes are largely dependent on consumer spending and retail sales, and our results may be more susceptible to trends in unemployment and retail sales than carriers that do not have this concentration. In addition, our major customers engage in bid processes and other activities periodically (including currently) in an attempt to lower their costs of transportation. We may not choose to participate in these bids or, if we participate, may not be awarded the freight, either of which could result in a reduction of our freight volumes with these customers. In this event, we could be required to replace the volumes elsewhere at uncertain rates and volumes, suffer reduced equipment utilization, or reduce the size of our fleet. Failure to retain our existing customers, or enter into relationships with new customers, each on acceptable terms, could materially impact our business, financial condition, results of operations, and ability to meet our current and long-term financial forecasts.

Economic conditions and capital markets may materially adversely affect our customers and their ability to remain solvent. Our customers’ financial difficulties can negatively impact our results of operations and financial condition, especially if they were to delay or default on payments to us. Generally, we do not have contractual relationships that guarantee any minimum volumes with our customers, and there can be no assurance that our customer relationships will continue as presently in effect. Our dedicated service offering is typically subject to longer term written contracts than our non-dedicated truckload offering. However, certain of these contracts contain cancellation clauses, including our “evergreen” contracts, which automatically renew for one year terms but that can be terminated more easily. There is no assurance any of our customers, including our dedicated customers, will continue to utilize our services, renew our existing contracts, or continue at the same volume levels.  In addition, certain of our major customers may increasingly use their own truckload and delivery fleets, which would reduce our freight volumes. A reduction in or termination of our services by one or more of our major customers, including our dedicated customers, could have a material adverse effect on our business, financial condition, and results of operations.

cash payments.

We depend on third-party providers, particularly in our Managed Freight reportable segment where we offer brokerage and other logistics services, and service instability from these providers could increase our operating costs and reduce our ability to offer such services, which could adversely affect our revenue, results of operations, and customer relationships.


Our Managed Freight reportable segment is dependent upon the services of third-party capacity providers, including other truckload carriers. For this business, we do not own or control the transportation assets that deliver our customers'customers' freight, and we do not employ the people directly involved in delivering the freight. This reliance could also cause delays in reporting certain events, including recognizing revenue and claims. These third-party providers may seek other freight opportunities and may require increased compensation in times of improved freight demand or tight truckload capacity. If we are unable to secure the services of these third parties or if we become subject to increases in the prices we must pay to secure such services, our business, financial condition, and results of operations may be materially adversely affected, and we may be unable to serve our customers on competitive terms. Our ability to secure sufficient equipment or other transportation services may be affected by many risks beyond our control, including equipment shortages in the transportation industry, particularly among contracted truckload carriers,increased equipment prices, interruptions in service due to labor disputes, driver shortages, changes in regulations impacting transportation, and changes in transportation rates.


Increases

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, or an inability to effectively upgrade such systems and assets could cause a significant disruption to our business and have a materially adverse effect on our results of operations.

We depend heavily on the proper functioning, availability, and security of our management information and communication systems and other information technology assets, including financial reporting and operating systems and the data contained in driver compensationsuch systems and assets, in operating our business. Our operating system is critical to understanding customer demands, accepting and planning loads, dispatching equipment and drivers, and billing and collecting for our services. Our financial reporting system is critical to producing accurate and timely financial statements and analyzing business information to help us manage effectively. Furthermore, data privacy laws, which provide data privacy rights for consumers and operational requirements for companies, may result in increased liability and amplified compliance and monitoring costs, any of which could have a material adverse effect on our financial performance and business operations.

Our operations and those of our technology and communications service providers are vulnerable to interruption by natural disasters, such as fires, storms, and floods, which may increase in frequency and severity due to climate change, as well as, power loss, telecommunications failure, cyberattacks, terrorist attacks, Internet failures, computer viruses, and other events beyond our control. More sophisticated and frequent cyberattacks in recent years have also increased security risks associated with information technology systems. We also maintain information security policies to protect our systems, networks, and other information technology assets (and the data contained therein) from cybersecurity breaches and threats, such as hackers, malware, and viruses; however, such policies cannot ensure the protection of our systems, networks, and other information technology assets (and the data contained therein). In addition, remote or difficulties attractingflexible work options for our employees could create increased demand for information technology resources and retaining qualified driversincrease the avenues for unauthorized access to sensitive information, phishing, and other cyberattacks. If any of our critical information systems fail or become otherwise unavailable, whether as a result of a system upgrade project or otherwise, we would have to perform the functions manually, which could temporarily impact our ability to manage our fleet efficiently, to respond to customers' requests effectively, to maintain billing and other records reliably, and to bill for services and prepare financial statements accurately or in a timely manner. Our business interruption insurance may be inadequate to protect us in the event of an unforeseeable and extreme catastrophe. Any significant system failure, upgrade complication, security breach (including cyberattacks), or other system disruption could interrupt or delay our operations, damage our reputation, cause us to lose customers, or impact our ability to manage our operations and report our financial performance, any of which could have a materially adverse effect on our profitabilitybusiness. In addition, we are currently dependent on a single vendor to support several information technology functions. If the stability or capability of such vendor became compromised and we were forced to migrate such functions to a new platform, it could adversely affect our business, financial condition, and results of operations.

If we are unable to retain our key employees, our business, financial condition, and results of operations could be harmed.

We are dependent upon the ability to maintainservices of our executive management team and other key personnel. Turnover, planned or grow our fleet.


Like many truckload carriers, we experience substantial difficultyotherwise, in attracting and retaining sufficient numbers of qualified drivers, which includes the engagement of owner operators. The truckload industry periodically experiences a shortage of qualified drivers, particularly during periods of economic expansion, in which alternative employment opportunities are more plentiful and freight demand increases,these or during periods of economic downturns, in which unemployment benefits might be extended and financing is limited for owner operators who seek to purchase equipment or for students who seek financial aid for driving school.  Regulatory requirements, including those related to safety ratings, ELDs and hours-of-service changes, and an improved economy could further reduce the number of eligible drivers or force us to increase driver compensation to attract and retain drivers. We have seen evidence that stricter hours-of-service regulations adopted by the DOT in the past have tightened, and, to the extent new regulations are enacted,other key leadership positions may continue to tighten, the market for eligible drivers. We believe the required implementation of ELDs in December 2017 has and may further tighten the market.  We believe the shortage of qualified drivers and intense competition for drivers from other trucking companies will create difficulties in maintaining or increasing the number of drivers and may restrainmaterially adversely affect our ability to engagemanage our business efficiently and effectively, and such turnover can be disruptive and distracting to management, may lead to additional departures of existing personnel, and could have a material adverse effect on our operations and future profitability. We must continue to develop and retain a core group of managers and attract, develop, and retain sufficient number of driversadditional managers if we are to continue to improve our profitability and owner operators, and our inability to do so may negatively impact our operations. Further, the compensation we offer our drivers and owner operator expenses are subject to market conditions, and we may find it necessary to increase driver and owner operator compensation in future periods.

have appropriate succession planning for key management personnel.

Seasonality and the impact of weather and other catastrophic events affect our operations and profitability.

Our tractor productivity decreases during the winter season because inclement weather impedes operations, and some shippers reduce their shipments after the winter holiday season. Our Expedited reportable segment has historically experienced a greater reduction in first quarter demand than our other operations, however, this trend has lessened following the growth of AAT, which is part of the Expedited reportable segment, and our work with long-term customers to improve the stability of contracted capacity in our Expedited fleet. Revenue also can be affected by bad weather, holidays and the number of business days that occur during a given period, since revenue is directly related to available working days of shippers. At the same time, operating expenses increase and fuel efficiency declines because of engine idling and harsh weather creating higher accident frequency, increased claims, and more equipment repairs. In addition, many of our customers, particularly those in the retail industry where we and many other truckload carriershave a large presence, demand additional capacity during the fourth quarter, which limits our ability to take advantage of more attractive spot market rates that generally exist during such periods. Further, despite our efforts to meet such demands, we may fail to do so, which may result in lost future business opportunities with such customers, which could have a materially adverse effect on our operations. We may also suffer from natural disasters and weather-related events, such as tornadoes, hurricanes, blizzards, ice storms, floods, and fires, which may increase in frequency and severity due to climate change, as well as other man-made disasters. These events may disrupt fuel supplies, increase fuel costs, disrupt freight shipments or routes, affect regional economies, destroy our assets, or adversely affect the business or financial condition of our customers, any of which could have a high turnover ratematerially adverse effect on our results of driversoperations or make our results of operations more volatile. Weather and owner operators.  This high turnover rate requires us to continually recruitother seasonal events could adversely affect our operating results.

COMPLIANCE RISKS

We self-insure for a significant portion of our claims exposure, which could significantly increase the volatility of, and decrease the amount of, our earnings.

Our business results in a substantial number of driversclaims and owner operatorslitigation related to personal injuries, property damage, workers’ compensation, employment issues, health care, and other issues. We self-insure a significant portion of our claims exposure, which could increase the volatility of, and decrease the amount of, our earnings, and could have a materially adverse effect on our results of operations. See Note 1, "Summary of Significant Accounting Policies," of the accompanying consolidated financial statements for more information regarding our self-insured retention amounts. Our future insurance and claims expenses may exceed historical levels, which could reduce our earnings. We currently accrue amounts for liabilities based on our assessment of claims that arise and our insurance coverage for the periods in orderwhich the claims arise, and we evaluate and revise these accruals from time to operate existing revenue equipmenttime based on additional information. Actual settlement of such liabilities could differ from our estimates due to a number of uncertainties, including evaluation of severity, legal costs, and claims that have been incurred but not reported. Due to our significant self-insured amounts, we have significant exposure to fluctuations in the number and severity of claims and the risk of being required to accrue or pay additional amounts if our estimates are revised or the claims ultimately prove to be more severe than originally assessed. Historically, we have had to significantly adjust our reserves on several occasions, and future significant adjustments may occur. Further, our self-insured retention levels could change and result in more volatility than in recent years. If we are required to accrue or pay additional amounts because our estimates are revised or the claims ultimately prove to be more severe than originally assessed or if our self-insured retention levels change, our financial condition and results of operations may be materially adversely affected.

We maintain insurance for most risks above the amounts for which we self-insure with licensed insurance carriers. If any claim were to exceed our owner operator fleet.  coverage, or fall outside the aggregate coverage limit, we would bear the excess or uncovered amount, in addition to our other self-insured amounts. Insurance carriers have recently raised premiums for our industry, and premiums in the near term are expected to continue to increase. Our use of team-driven tractorsinsurance and claims expense could increase if we have a similar experience at renewal, or we could find it necessary to raise our self-insured retention or decrease our aggregate coverage limits when our policies are renewed or replaced. Additionally, with respect to our insurance carriers, the industry is experiencing a decline in our expedited business requires two drivers per tractor, which further increases the number of drivers we must recruitcarriers and retainunderwriters that offer certain insurance policies or that are willing to provide insurance for trucking companies, and the necessity to go off-shore for insurance needs has increased. This may materially adversely affect our insurance costs or make insurance in comparisonexcess of our self-insured retention more difficult to operationsfind, as well as increase our collateral requirements for policies that require one driver per tractor.  Ifsecurity. Should these expenses increase, we arebecome unable to find excess coverage in amounts we deem sufficient, we experience a claim in excess of our coverage limits, we experience a claim for which we do not have coverage, or we have to increase our reserves or collateral, there could be a materially adverse effect on our results of operations and financial condition.

Our auto liability insurance policy contains a provision under which we have the option, on a retroactive basis, to assume responsibility for the entire cost of covered claims during the policy period in exchange for a refund of a portion of the premiums we paid for the policy. This is referred to as "commuting" the policy. We have elected to commute policies on several occasions in the past. In exchange, we have assumed the risk for all claims during the years for the policies commuted. Our subsequent payouts for the claims assumed have been less than the refunds. We expect the total refunds to exceed the total payouts; however, not all of the claims have been finally resolved and we cannot assure you of the result. We may continue to attractcommute policies for certain years in the future. To the extent we do so, and retain a sufficient numberone or more claims result in large payouts, we will not have insurance, and our financial condition, results of drivers, weoperation, and liquidity could be forcedmaterially and adversely affected.

Our self-insurance for auto liability claims and our use of captive insurance companies could adversely impact our operations.

Covenant Transport, Inc. has been approved to among other things, adjustself-insure for auto liability by the FMCSA. We believe this status, along with the use of captive insurance companies, allows us to post substantially lower aggregate letters of credit and restricted cash than we would be required to post without this status or the use of captive insurance companies. We have two wholly owned captive insurance subsidiaries which are regulated insurance companies through which we insure a portion of our compensation packages,auto liability claims in certain states. An increase in the number or severity of auto liability claims for which we self-insure through the captive insurance companies or pressure in the insurance and reinsurance markets could adversely impact our earnings and results of operations. Further, both arrangements increase the numberpossibility that our expenses will be volatile.

Our captive insurance companies are regulated by state authorities. State regulations generally provide protection to policy holders, rather than stockholders. Such regulations may increase our costs, limit our ability to change premiums, restrict our ability to access cash held by these subsidiaries, and otherwise impede our ability to take actions we deem advisable.

To comply with certain state insurance regulatory requirements, cash and cash equivalents must be paid to our captive insurance subsidiary as capital investments and insurance premiums, which could be restricted as collateral for anticipated losses. Significant future increases in the amount of collateral required by third-party insurance carriers and regulators would reduce our tractors without drivers, or operate with fewer trucksliquidity and face difficulty meeting shipper demands, any of which could adversely affect our growthresults of operations and profitability.

capital resources.

We have experienced, and may experience additional, erosion of available limits in our aggregate insurance policies. Furthermore, we may experience additional expense to reinstate insurance policies due to liability claims.

Our insurance program includes multi-year policies with specific insurance limits that may be eroded over the course of the policy term. If that occurs, we will be operating with less liability coverage insurance at various levels of our insurance tower. For discussion regarding the erosion of the $9.0 million in excess of $1.0 million coverage layer for the policy period that ran from April 1, 2018 to March 31, 2021, please see "Insurance and Claims" under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations."

Also, we may face mandatory reinstatement charges for expired policies due to liability claims. In the event of such developments, we may experience additional expense accruals, increased insurance and claims expenses, and greater volatility in our insurance and claims expenses, which could have a material adverse effect on our business, financial condition, and results of operations.

We operate in a highly regulated industry, and changes in existing regulations or violations of existing or future regulations could have a materially adverse effect on our operations and profitability.

We, our drivers, and our equipment are regulated by the DOT, the EPA, the DHS, the U.S. Department of Defense, and other agencies in states in which we operate. The sections of Environmental and Other Regulation included in “Regulation” under “Item 1. Business” discuss several proposed, pending, suspended, and final regulations that could materially impact our business and operations. Our 2022 acquisition of an arms, ammunitions, and explosives carrier requires us to meet stringent rules relating to those operations and failure to comply could result in loss of all business purchased and our related investment. Future laws and regulations may be more stringent, require changes in our operating practices, influence the demand for transportation services or require us to incur significant additional costs. Higher costs incurred by us, or by our suppliers who pass the costs onto us through higher supplies and materials pricing, or liabilities we may incur related to our failure to comply with existing or future regulations could adversely affect our results of operations.

If our owner operatorindependent contractor drivers are deemed by regulators or judicial process to be employees, our business, financial condition, and results of operations could be adversely affected.


Tax and other regulatory authorities, as well as owner operatorsindependent contractors themselves, have increasingly asserted that owner operatorindependent contractor drivers in the trucking industry are employees rather than independent contractors, for a variety of purposes, including income tax withholding, workers' compensation, wage and hour compensation, unemployment, and other issues. Federal legislators have introduced legislation in the past to make it easier for tax and other authorities to reclassify owner operatorindependent contractor drivers as employees, including legislation to increase the recordkeeping requirements for those that engage owner operator driversindependent contractors and to heighten the penalties of companies who misclassify their employees and are found to have violated employees' overtime and/or wage requirements. Additionally, federal legislators have sought to abolish the current safe harbor allowing taxpayers meeting certain criteria to treat individuals as independent contractors if they are following a long-standing, recognized practice, extend the Fair Labor Standards Act to independent contractors, and impose notice requirements based upon employment or independent contractor status and fines for failure to comply. Some states have put initiatives in place to increase their revenues from items such as unemployment, workers'workers' compensation, and income taxes, and a reclassification of owner operator driversindependent contractors as employees would help states with this initiative.these initiatives. Additionally, courts in certain states have issued recent decisions that could result in a greater likelihood that independent contractors would be judicially classified as employees in such states. Further, class actions and other lawsuits have been filed against certain members of our industry seeking to reclassify owner operatorsindependent contractors as employees for a variety of purposes, including workers' compensation and health care coverage. In addition, companies that utilize lease-purchase owner operatorindependent contractor programs, such as us, have been more susceptible to reclassification lawsuits and several recent court decisions have been made in favor of those seeking to classify as employees certain owner operator truck driversindependent contractors that participated in lease-purchase programs. Taxing and other regulatory authorities and courts apply a variety of standards in their determination of independent contractor status. Our classification of owner operatorsindependent contractors has been the subject of audits by such authorities from time to time. While we have been successful in continuing to classify our owner operatorindependent contractor drivers as independent contractors and not employees, we may be unsuccessful in defending that position in the future. If our owner operator driversindependent contractors are determined to be our employees, we would incur additional exposure under federal and state tax, workers'workers' compensation, unemployment benefits, labor, employment, and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholdings.


We operate For further discussion of the laws impacting the classification of independent contractors, please see "Regulation" under "Item 1, Business."

Developments in a highly regulated industry,labor and changes in existing regulations or violations of existing or future regulationsemployment law and any unionizing efforts by employees could have a materially adverse effect on our operations and profitability.


results of operations.

We operate inface the United States pursuant to operating authority granted by the DOT and in various Canadian provinces pursuant to operating authority granted by the Ministries of Transportation and Communications in such provinces.  We operate within Mexico by utilizing third-party carriers withinrisk that country.  Our company drivers and owner operators also must comply with the safety and fitness regulations of the DOT, including those relating to drug and alcohol testing, driver safety performance, and hours-of-service.  Matters such as weight, equipment dimensions, exhaust emissions, and fuel efficiency are also subject to government regulations. We also may become subject to newCongress, federal agencies or one or more restrictive regulations relating to fuel efficiency, exhaust emissions, hours-of-service, ergonomics, on-board reporting of operations, collective bargaining, security at ports, speed limiters, driver training, and other matters affecting safety or operating methods.  Future laws and regulations may be more stringent, require changes in our operating practices, influence the demand for transportation services, or require us to incur significant additional costs.  Higher costs we incur, or higher costs incurred by suppliers who pass the costs on to us,states could adversely affect our results of operations. In addition, the Trump administration has indicated a desire to reduce regulatory burdens that constrain growth and productivity, and also to introduce legislation such as infrastructure spending, that could improve growth and productivity. Changes in regulations, such as those related to trailer size limits, hours-of-service, and mandating ELDs, could increase capacity in the industry or improve the position of certain competitors, either of which could negatively impact pricing and volumes, or require additional investments by us.  The short and long term impacts of changes inapprove legislation or regulations significantly affecting our businesses and our relationship with our employees which would have substantially liberalized the procedures for union organization. None of our domestic employees are difficultcurrently covered by a collective bargaining agreement, but any attempt by our employees to predictorganize a labor union could result in increased legal and other associated costs. Additionally, given the National Labor Relations Board’s “speedy election” rule, our ability to timely and effectively address any unionizing efforts would be difficult. If we entered into a collective bargaining agreement with our domestic employees, the terms could materially adversely affect our costs, efficiency, and ability to generate acceptable returns on the affected operations. The Regulation section in Item 1 of Part I of this Annual ReportFailure to comply with existing or future labor and employment laws could have a materially adverse effect on Form 10-K discusses several proposed, pending, suspended, and final regulations that could materially impact our business and operations.


the labor and employment laws, please see "Regulation" under “Item 1. Business.” 

The CSA program adopted by the FMCSA could adversely affect our profitability and operations, our ability to maintain or grow our fleet, and our customer relationships.


Under CSA, fleets are evaluated and ranked against their peers based on certain safety-related standards. As a result, our fleet could be ranked poorly as compared to peer carriers.carriers, which could have an adverse effect on our business, financial condition, and results of operations. We recruit and retain first-time drivers to be part of our fleet, and these drivers may have a higher likelihood of creating adverse safety events under CSA. The occurrence of future deficiencies could affect driver recruitment by causing high-quality drivers to seek employment with other carriers, limit the pool of available drivers, or could cause our customers to direct their business away from us and to carriers with higher fleet safety rankings, either of which would adversely affect our results of operations. Additionally, competition for drivers with favorable safety backgrounds may increase and thus could necessitate increases in driver-related compensation costs.  Further, we may incur greater than expected expenses in our attempts to improve unfavorable scores.


Certain of our subsidiaries have exceededare currently exceeding the established intervention thresholds in a number of the seven CSA safety-related categories. Based on these unfavorable ratings, we may be prioritized for an intervention action or roadside inspection, either of which could adversely affect our results of operations. In addition, customers may be less likely to assign loads to us. We have put procedures in place in an attempt to address areas where we have exceeded the thresholds.  However, we cannot assure you these measures will be effective.


In December 2015, Congress passed the FAST Act, which directs the FMCSA to conduct studiesFor further discussion of the scoring system used to generate CSA rankings to determine if it is effective in identifying high-risk carriers and predicting future crash risk. This study was conducted and delivered to the FMCSA in June 2017 with several recommendations to make the CSA program, more fair, accurate and reliable.  The FMCSA is expected to provide its report to Congressplease see "Regulation" under “Item 1. Business.”. Insofar as any changes in early 2018 outlining the changes it will make to the CSA program in response to the study.  It is unclear if, when and to what extent such change will occur. However, any changes thatProgram increase the likelihood of us receiving unfavorable scores or mandate FMCSA to restore public access to scores, it could adversely affect our results of operationsoperation and profitability.

20

Receipt of an unfavorable DOT safety rating could have a materially adverse effect on our operations and profitability.


We

All of our motor carriers currently have a satisfactory DOT safety rating, which is the highest available rating under the current safety rating scale. If we were toany of our motor carriers receive a conditional or unsatisfactory DOT safety rating, certain provisions in customer contracts could allow the customer to reduce or terminate their relationship, it could materially adversely affect our business, financial condition, and results of operations as customer contracts may require a satisfactory DOT safety rating, and a conditional or unsatisfactory rating could materially adversely affect or restrict our operations.

The FMCSA has proposed regulations that would modify the existing rating system and the safety labels assigned to motor carriers evaluated by the DOT. Under regulations that were proposed in 2016, the methodology for determining a carrier’s DOT safety rating would be expanded to include the on-road safety performance of the carrier’s drivers and equipment, as well as results obtained from investigations. Exceeding certain thresholds based on such performance or results would cause a carrier to receive an unfit safety rating. The proposed regulations were withdrawn in March 2017, but the FMCSA noted that a similar process may be initiated in the future.  If similar regulations were enacted and we were to receive an unfit or other negative safety rating, our business would be materially adversely affected in the same manner as if we received a conditional or unsatisfactory safety rating under the current regulations. In addition, poor safety performance could lead to increased risk of liability, increased insurance maintenance and equipment costs and potential lossour ability to self-insure for personal injury and property damage relating to the transportation of customers, whichfreight, and it could materially adversely affect our business, financial condition, and results of operations.

Properties with environmental problems may create liabilities for us.

Under various federal, state, and local environmental laws, statutes, ordinances, rules, and regulations, as an owner of real property, we may be liable for the costs of removal or remediation of certain hazardous or toxic substances at, on, in, or under our properties, as well as certain other potential costs relating to hazardous or toxic substances (including government fines and penalties and damages for injuries to persons and adjacent property).  These laws may impose liability without regard to whether we knew of, or were responsible for, the presence or disposal of those substances.  This liability may be imposed on us in connection with the activities of an operator of, or tenant at, the property.  The cost of any required remediation, removal, fines, or personal or property damages and our liability therefore could exceed the value For further discussion of the property and/or our aggregate assets.  In addition, the presence of those substances, or the failure to properly dispose of or remove those substances, may adversely affect our ability to sell or rent that property or to borrow using that property as collateral, which, in turn, would reduce our liquidity and adversely affect our operations.

Increased prices for new revenue equipment, design changes of new engines, 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.

We are subject to risk with respect to higher prices for new tractors.  We have experienced an increase in prices for new tractors over the past few years, and the resale value of the tractors has not increased to the same extent.  Prices have increased and may continue to increase, due, in part, to government regulations applicable to newly manufactured tractors and diesel engines, higher commodity prices, and the pricing discretion of equipment manufacturers. In addition, we have recently equipped our tractors withDOT safety aerodynamic, and other options that increase the price of new equipment.  More restrictive regulations related to emissions and fuel efficiency standards have required vendors to introduce new engines and will require more fuel-efficient trailers.  Compliance with such regulations has increased the cost of our new tractors, may increase the cost of new trailers, could impair equipment productivity, in some cases, result in lower fuel mileage, and increase our operating expenses. Our business could be harmed if we are unable to continue to obtain an adequate supply of new tractors and trailers for these or other reasons. As a result, we expect to continue to pay increased prices for equipment and incur additional expenses and related financing costs for the foreseeable future. Furthermore, reduced equipment efficiency may result from new engines designed to reduce emissions, thereby increasing our operating expenses.

A depressed market for used equipment could require us to trade our revenue equipment at depressed values or to record losses on disposal or impairments of the carrying values of our revenue equipment that is not protected by residual value arrangements. Used equipment prices are subject to substantial fluctuations based on freight demand, the supply of used tractors, the availability of financing, the presence of buyers for export to foreign countries, and commodity prices for scrap metal. If there is a deterioration of resale prices, it could have a material adverse effect on our business, financial condition and results of operations. Trades at depressed values and decreases in proceedsrating, please see "Regulation" under equipment disposals and impairments of the carrying values of our revenue equipment could materially adversely affect our business, financial condition and results of operations.

Tractor and trailer vendors may reduce their manufacturing output in response to lower demand for their products in economic downturns or shortages of component parts.  A decrease in vendor output may have a materially adverse effect on our ability to purchase a quantity of new revenue equipment that is sufficient to sustain our desired growth rate and to maintain a late-model fleet.  Moreover, an inability to obtain an adequate supply of new tractors or trailers could have a materially adverse effect on our business, financial condition, and results of operation.

Certain of our revenue equipment financing arrangements have balloon payments at the end of the finance terms equal to the values we expect to be able to obtain in the used market. To the extent the used market values are lower than that, we may be forced to sell the equipment at a loss and our results of operations would be materially adversely affected.

If we are unable to retain our key employees, our business, financial condition, and results of operations could be harmed.

We are highly dependent upon the services of our executive management team and other key personnel, including David R. Parker, our Chairman of the Board and Chief Executive Officer and Joey B. Hogan, our President and Chief Operating Officer. We currently do not have employment agreements with Messrs. Parker or Hogan.  Turnover, planned or otherwise, in these or other key leadership positions may materially adversely affect our ability to manage our business efficiently and effectively, and such turnover can be disruptive and distracting to management, may lead to additional departures of existing personnel, and could have a material adverse effect on our operations and future profitability. We must continue to develop and retain a core group of managers and attract, develop, and retain sufficient additional managers if we are to continue to improve our profitability and have appropriate succession planning for key management personnel.

We may not make acquisitions in the future, or if we do, we may not be successful in our acquisition strategy.

We made ten acquisitions between 1996 and 2006.  Accordingly, acquisitions have provided a substantial portion of our growth.  We may not have the financial capacity or be successful in identifying, negotiating, or consummating any future acquisitions.  If we fail to make any future acquisitions, our historical growth rate could be materially and adversely affected.  Any acquisitions we undertake could involve the dilutive issuance of equity securities and/or incurring indebtedness.  If we succeed in consummating future acquisitions, our business, financial condition and results of operations, may be materially adversely affected because:

·some of the acquired businesses may not achieve anticipated revenue, earnings or cash flows;

·we may assume liabilities that were not disclosed to us or otherwise exceed our estimates;

·we may be unable to integrate acquired businesses successfully, or at all, and realize anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical, or financial problems;

·acquisitions could disrupt our ongoing business, distract our management and divert our resources;

·we may experience difficulties operating in markets in which we have had no or only limited direct experience;

·we could lose customers, employees and drivers of any acquired company; and

·we may incur additional indebtedness.

Our 49% owned subsidiary, TEL, faces certain additional risks particular to its operations, any one of which could adversely affect our operating results.

In May 2011, we acquired a 49% interest in TEL, a used equipment leasing company and reseller.  We account for our investment in TEL using the equity method of accounting.  TEL faces several risks similar to those we face and additional risks particular to its business and operations.  The ability to secure financing and market fluctuations in interest rates could impact TEL's ability to grow its leasing business and its margins on leases. Adverse economic activity may restrict the number of used equipment buyers and their ability to pay prices for used equipment that we find acceptable. In addition, TEL's leasing customers are typically small trucking companies without substantial financial resources, and TEL is subject to risk of loss should those customers be unable to make their lease payments.  Further, we believe the used equipment market will significantly impact TEL's results of operations and such market has been volatile in the past.  There can be no assurance that TEL will experience gains on sale similar to those it has experienced in the past and it may incur losses on sale.  As regulations change, the market for used equipment may be impacted as such regulatory changes may make used equipment costly to upgrade to comply with such regulations or we may be forced to scrap equipment if such regulations eliminate the market for particular used equipment. Further, there is an overlap in providers of equipment financing to TEL and our wholly owned operations and those providers may consider the combined exposure and limit the amount of credit available to us.

In May 2016, the operating agreement with TEL was amended to, among other things, remove the previously agreed to fixed date purchase options.  Our option to acquire up to the remaining 51% of TEL would have expired May 31, 2016, and TEL's majority owners would have received the option to purchase our ownership in TEL.  The options previously in effect were eliminated as part of the amendment.  TEL's majority owners are generally restricted from transferring their interests in TEL, other than to certain permitted transferees, without our consent. There is no assurance that we will be able to agree on a revised formula or that TEL's ownership incentives will not be changed as a result of this process. 

Finally, we do not control TEL's ownership or management.  Our investment in TEL is subject to the risk that TEL's management and controlling members may make business, financial, or management decisions with which we do not agree or that the management or controlling members may take risks or otherwise act in a manner that does not serve our interests. If any of the foregoing were to occur, the value of our investment in TEL could decrease, and our financial condition, results of operations, and cash flow could suffer as a result.

We are exposed to risks related to our receivables factoring arrangements.

We engage in receivables factoring arrangements pursuant to which our clients, consisting of smaller trucking companies, factor their receivables to us for a fee to facilitate faster cash flow.  We advance 85% to 95% of each receivable factored and retain the remainder as collateral for collection issues that might arise.  The retained amounts are returned to the clients after the related receivable has been collected, net of any interest and fees on the amount advanced. We evaluate each client's customer base under predefined criteria.  These factored receivables are generally unsecured trade obligations, except when personal guarantees are received.  While we have procedures to monitor and limit exposure to credit risk on these receivables, there can be no assurance such procedures will continue to effectively limit collection risk and avoid losses. We periodically assess the credit risk of our client's customers and regularly monitor the timeliness of payments. Slowdowns, bankruptcies, or financial difficulties within the markets our clients serve may impair the financial condition of one or more of our client's customers and may hinder such customers' ability to pay the factored receivables on a timely basis or at all. If any of these difficulties are encountered, our cash flows and results of operations could be adversely impacted.

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.

Our Chairman of the Board and Chief Executive Officer, David Parker, and his wife, Jacqueline Parker, beneficially own or have sole voting and dispositive power over approximately 19% of our outstanding Class A common stock and 100% of our Class B common stock.  On all matters with respect to which our stockholders have a right to vote, including the election of directors, each share of Class A common stock is entitled to one vote, while each share of Class B common stock is entitled to two votes.  All outstanding shares of Class B common stock are owned by the Parkers and are convertible to Class A common stock on a share-for-share basis at the election of the Parkers or automatically upon transfer to someone outside of the Parker family.  This voting structure gives the Parkers approximately 37% of the voting power of all of our outstanding stock.  As such, the Parkers are able to substantially influence decisions requiring stockholder approval, including the election of our entire board of directors, the adoption or extension of anti-takeover provisions, mergers, and other business combinations.  This concentration of ownership could limit the price that some investors might be willing to pay for the Class A common stock, and could allow the Parkers to prevent or could discourage or delay a change of control, which other stockholders may favor.  The interests of the Parkers may conflict with the interests of other holders of Class A common stock, and they may take actions affecting us with which other stockholders disagree.

“Item 1. Business.”.

Compliance with various environmental laws and regulations upon which our operations are subject may increase our costs of operations and non-compliance with such laws and regulations could result in substantial fines or penalties.


In addition to direct regulation under the DOT and related agencies, we are subject to various environmental laws and regulations dealing with the hauling and handling of hazardous materials, fuel storage tanks, air emissions from our vehicles and facilities, and discharge and retention of storm water. Our tractor terminals often are located in industrial areas where groundwater or other forms of environmental contamination may have occurred or could occur. Our operations involve the risks of fuel spillage or seepage, environmental damage, and hazardous waste disposal, among others. We also maintain above-ground bulk fuel storage tanks and fueling islands at several of our facilities and one leased facility has below-ground bulk fuel storage tanks. facilities. A small percentage of our freight consists of low-grade hazardous substances, which subjects us to a wide array of regulations. Although we have instituted programs to monitor and control environmental risks and promote compliance with applicable environmental laws and regulations, if we are involved in a spill or other accident involving hazardous substances, if there are releases of hazardous substances we transport, if soil or groundwater contamination is found at our facilities or results from our operations, or if we are found to be in violation of applicable laws or regulations, we could be subject to cleanup costs and liabilities, including substantial fines or penalties or civil and criminal liability, any of which could have a materially adverse effect on our business and operating results.


EPA

Governmental agencies continue to enact more stringent laws and regulations limiting exhaust emissions becameto reduce engine emissions. These laws and regulations are applicable to engines used in our revenue equipment. We have incurred and continue to incur costs related to the implementation of these more restrictiverigorous laws and regulations. Additionally, in 2010 when an executive memorandum was signed directingcertain locations governments have banned or may in the NHTSA andfuture ban internal combustion engines for some types of vehicles. To the EPAextent these bans affect our revenue equipment, we may be forced to develop new, stricter fuel efficiency standards for heavy tractors. In 2011, the NHTSA and the EPA adopted final rules that established the Phase 1 Standards.  The Phase 1 Standards apply to tractor model years 2014 to 2018, which are required to achieve an approximate 20 percent reduction in fuel consumption by 2018, and equates to approximately four gallons of fuel for every 100 miles traveled. In addition, in October 2016, the EPA and NHTSA published the final rule establishing the Phase 2 Standards that will apply to trailers beginning with model year 2018 and tractors beginning with model year 2021.  The Phase 2 Standards require nine percent and 25 percent reductions in emissions and fuel consumption for trailers and tractors, respectively, by 2027.  We believe these requirements will result in additional increases in new tractor and trailer prices and additional parts and maintenance costs incurredincur substantial expense to retrofit existing engines or make capital expenditures to update our tractorsfleet. As a result, our business, results of operations, and trailers with technologyfinancial condition could be negatively affected.

For further discussion of environmental laws and regulations, please see "Regulation" under “Item 1. Business.”

Changes to achieve compliance with such standards, which couldtrade regulation, quotas, duties, or tariffs, caused by the changing U.S. and geopolitical environments or otherwise, may increase our costs and materially adversely affect our operating resultsbusiness.

The imposition of additional tariffs or quotas or changes to certain trade agreements, including tariffs applied to goods traded between the United States and profitability, particularly if suchChina, could, among other things, increase the costs are not offsetof the materials used by potential fuel savings. We cannot predict, however,our suppliers to produce new revenue equipment or increase the price of fuel. Such cost increases for our revenue equipment suppliers would likely be passed on to us, and to the extent fuel prices increase, we may not be able to fully recover such increases through rate increases or our fuel surcharge program, either of which our operations and productivity will be impacted.  In October 2017, the EPA announced a proposal to repeal the Phase 2 Standards as they relate to gliders (which mix refurbished older components, including transmissions and pre-emission-rule engines, with a new frame, cab, steer axle, wheels, and other standard equipment). Additionally, implementation of the Phase 2 Standards as they relate to trailers has been delayed due to a provisional stay granted in October 2017 by the U.S. Court of Appeals for the District of Columbia, which is overseeing a case against the EPA by the Truck Trailer Manufacturers Association, Inc. regarding the Phase 2 Standards.  If the trailer provisions of the Phase 2 Standards are permanently removed, we would expect that the Phase 2 Standards wouldcould have a reducedmaterial adverse effect on our operations. In addition, future additional emission regulations are possible.  Any such regulations that impose restrictions, caps, taxes, or other controls on emissions of greenhouse gases could adversely affect our operations and financial results.  Until the timing, scope, and extent of any future regulation becomes known, we cannot predict its effect on our cost structure or our operating results; however, any future regulation could impair our operating efficiency and productivity and result in higher operating costs.


If we cannot effectively manage the challenges associated with doing business internationally, our operating revenue and profitability may suffer.

A component of our operations is the business we conduct in Mexico and to a lesser extent Canada, and we are subject to risks of doing business internationally, including fluctuations in foreign currencies, changes in the economic strength of Mexico and Canada, difficulties in enforcing contractual obligations and intellectual property rights, burdens of complying with a wide variety of international and United States export and import laws, theft or vandalism of our revenue equipment, and social, political, and economic instability.

In addition, if we are unable to maintain our Free and Secure Trade ("FAST"), Business Alliance for Secure Commerce ("BASC"), and Customs-Trade Partnership Against Terrorism ("C-TPAT") status, we may have significant border delays. This could cause our Mexican and Canadian operations to be less efficient than those of competing capacity providers that have FAST, BASC, and C-TPAT status and operate in Mexico or Canada. We also face additional risks associated with our foreign operations, including restrictive trade policies and duties, taxes, or government royalties imposed by the Mexican or Canadian governments, to the extent not preempted by the terms of the North American Free Trade Agreement.

business.

Litigation may adversely affect our business, financial condition, and results of operations.


Our business is subject to the risk of litigation by employees, owner operators,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.


These types of cases have increased since March 2014 when the Ninth Circuit Court of Appeals held In 2022 we acquired a business that the application of California state wagehauls arms, ammunitions, and hour laws to interstate truck drivers is not preempted by federal law. The case was appealed to the Supreme Court of the United States, which denied certiorari in May 2015, and accordingly, the Ninth Circuit Court of Appeals decision stands. Current and future state and local wage and hour laws, including laws related to employee meal breaks and rest periods, may vary significantly from federal law. As a result, we, along with other companies in the industry, are subject toexplosives that could increase our exposure if there were an uneven patchwork of wage and hour laws throughout the United States. Federal legislation has been proposed in the past to solidify the preemption of state and local wage and hour laws applied to interstate truck drivers; however, passage of such legislation is uncertain. If such federal legislation is not passed, we may either need to comply with the most restrictive state and local laws across our entire fleet, or overhaul our management systems to comply with varying state and local laws. Either solution could result in increased compliance and labor costs, driver turnover, and decreased efficiency.

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. 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 future premiums, the resulting expenses could have a materially adverse effect on our business, results of operations, financial condition, or cash flows.


Seasonality

In addition, we may be subject, and have been subject in the impactpast, to litigation resulting from trucking accidents. The number and severity of weatherlitigation claims may be worsened by distracted driving by both truck drivers and other catastrophic events affectmotorists. These lawsuits have resulted, and may result in the future, in the payment of substantial settlements or damages and increases of our operationsinsurance costs.

Increasing attention on environmental, social and profitability.


governance (ESG) matters may have a negative impact on our business, impose additional costs on us, and expose us to additional risks.

Companies are facing increasing attention from stakeholders relating to ESG matters, including environmental stewardship, social responsibility, and diversity and inclusion. Organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings may lead to negative investor sentiment toward the Company, which could have a negative impact on our stock price.

In 2021, we published our Corporate Social Responsibility Report. This report reflects some of our initiatives and is not a guarantee that we will be able to achieve them. Our tractor productivity decreases during the winter season because inclement weather impedes operations,ability to successfully execute these initiatives and some shippers reduce their shipments after the winter holiday season.  Our expedited operations, historically have experienced a greater reduction in first quarter demand thanaccurately report our progress presents numerous operational, financial, legal, reputational and other operations.  Revenue also can be affected by bad weather and holidays, since revenue is directly related to available working days of shippers.  At the same time, operating expenses increase and fuel efficiency declines because of engine idling and harsh weather creating higher accident frequency, increased claims, and more equipment repairs. In addition,risks, many of which are outside our customers, particularly those in the retail industry where wecontrol, and all of which could have a large presence, demandmaterial negative impact on our business. Additionally, the implementation of these initiatives imposes additional capacity during the fourth quarter, which limitscosts on us. If our ESG initiatives fail to satisfy our stakeholders, then our reputation, our ability to take advantageattract or retain employees, and our attractiveness as an investment and business partner could be negatively impacted. Similarly, our failure, or perceived failure, to pursue or fulfill our goals, targets and objectives or to satisfy various reporting standards within the timelines we announce, or at all, could also have similar negative impacts and expose us to government enforcement actions and private litigation.

FINANCIAL RISKS

Our Third Amended and Restated Credit Agreement (our "Credit Facility") and other financing arrangements contain certain covenants, restrictions, and requirements, and we may be unable to comply with such periods.  Further, despite our effortscovenants, restrictions, and requirements. 

We have a $110.0 million Credit Facility and numerous other financing arrangements. Our 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, affiliate transactions, and a fixed charge coverage ratio, if availability is below a certain threshold. We have had difficulty meeting budgeted results and have had to request amendments or waivers in the past. If we are unable to meet such demands,budgeted results or otherwise comply with our Credit Facility, we may be unable to obtain amendments or waivers under our Credit Facility, or we may incur fees in doing so.

Certain other financing arrangements contain certain restrictions and non-financial covenants, in addition to those contained in our Credit Facility. If we fail to do so, which may resultcomply with any of our financing arrangement covenants, restrictions, and requirements, we will be in lost future business opportunities with such customers,default under the relevant agreement, which could cause cross-defaults under our other financing arrangements. In the event of any such default, if we failed to obtain replacement financing, amendments to, or waivers under the applicable financing arrangements, our lenders could cease making further advances, declare our debt to be immediately due and payable, fail to renew letters of credit, impose significant restrictions and requirements on our operations, institute foreclosure procedures against their collateral, or impose significant fees and transaction costs. If acceleration occurs, economic conditions, such as recently experienced higher interest rates, may make it difficult or expensive to refinance the accelerated debt or we may have to issue equity securities, which would dilute stock ownership. Even if new financing is made available to us, credit may not be available to us on acceptable terms. A default under our financing arrangements could result in a materially adverse effect on our liquidity, financial condition, and results of operations.  Recently,

In the duration of this increased period of demandfuture, we may need to obtain additional financing that may not be available or, if it is available, may result in a reduction in the fourth quarter has shortened, with certain customers requiring the same volume of shipments over a more condensed timeframe, resulting in increased stress and demand on our network, people, and systems.  If this trend continues, it could make satisfying our customers and maintaining the qualitypercentage ownership of our service during the fourth quarter increasingly difficult.  stockholders.

We may also suffer from weather-related need to raise additional funds in order to:

finance working capital requirements, capital investments, or refinance existing indebtedness;
develop or enhance our technological infrastructure and our existing products and services;
fund strategic relationships;
respond to competitive pressures; and
acquire complementary businesses, technologies, products, or services.

If the economy and/or other unforeseen events such as tornadoes, hurricanes, blizzards, ice storms, floods, fires, earthquakes,the credit markets weaken, or we are unable to enter into finance or operating leases to acquire revenue equipment on terms favorable to us, our business, financial results, and explosions.  These eventsresults of operations could be materially adversely affected, especially if consumer confidence declines and domestic spending decreases.

If adequate funds are not available or are not available on acceptable terms, our ability to fund our strategic initiatives, take advantage of unanticipated opportunities, develop or enhance technology or services, or otherwise respond to competitive pressures or market changes could be significantly limited. If we raise additional funds by issuing equity or convertible debt securities, the percentage ownership of our stockholders may disrupt fuel supplies, increase fuel costs, disrupt freight shipmentsbe reduced, and holders of these securities may have rights, preferences, or routes, affect regional economies, destroyprivileges senior to those of our assets, orstockholders.

Our indebtedness and finance and operating lease obligations could adversely affect the businessour ability to respond to changes in our industry or financial conditionbusiness.

As a result of our customers,level of debt, finance leases, operating leases, and encumbered assets, we believe:

our vulnerability to adverse economic and industry conditions and competitive pressures is heightened;

we will continue to be required to dedicate a substantial portion of our cash flows from operations to lease payments and repayment of debt, limiting the availability of cash for our operations, capital expenditures, and future business opportunities;
our flexibility in planning for, or reacting to, changes in our business and industry will be limited;
our results of operations and cash flows are sensitive to fluctuations in interest rates because some of our debt obligations are subject to variable interest rates, and future borrowings and lease financing arrangements will be affected by any such fluctuations;
our ability to obtain additional financing in the future for working capital, capital expenditures, debt service requirements, acquisitions, or other purposes may be limited;
it may be difficult for us to comply with the multitude of financial covenants, borrowing conditions, or other obligations contained in our debt agreements, thereby increasing the risk that we trigger certain cross-default provisions;
we may be required to issue additional equity securities to raise funds, which would dilute the ownership position of our stockholders; and
we may be placed at a competitive disadvantage relative to some of our competitors that have less, or less restrictive, debt than us.

Our financing obligations could negatively impact our future operations, ability to satisfy our capital needs, or ability to engage in other business activities. We also cannot assure you that additional financing will be available to us when required or, if available, will be on terms satisfactory to us. Finally, we may be unsuccessful in our strategy to maintain lower leverage than we have historically.

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.

Our operations require significant capital investments. The amount and timing of such investments depend on various factors, including anticipated freight demand and the price and availability of assets. If anticipated demand differs materially from actual usage, we may have too many or too few assets. Moreover, resource requirements vary based on customer demand, which may be subject to seasonal or general economic conditions. Our ability to select profitable freight and adapt to changes in customer transportation requirements is important to efficiently deploy resources and make capital investments in tractors and trailers (with respect to our asset based operations) or obtain qualified third-party capacity at a reasonable price (with respect to our Managed Freight reportable segment). Our customers’ financial failures or loss of customer business may also affect us.

We expect to pay for projected capital expenditures with cash flows from operations, borrowings under our Credit Facility, proceeds from the sale of our used revenue equipment, proceeds under other financing facilities, and leases of revenue equipment. If we are unable to generate sufficient cash from operations and obtain financing on favorable terms in the future, we may have to limit our fleet size, enter into less favorable financing arrangements, or operate our revenue equipment for longer periods, any of which could have a materially adverse effect on our profitability.

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.

We are subject to risk with respect to higher prices for new tractors and trailers, including significant increase in recent quarters. We have at times experienced an increase in prices for new tractors and trailers and the resale values of the tractors and trailers have not always increased to the same extent. Prices have increased and may continue to increase, due, in part, to (i) government regulations applicable to newly manufactured tractors and diesel engines, (ii) higher commodity prices, and (iii) the pricing discretion of equipment manufacturers. In addition, we have recently equipped our tractors with safety, aerodynamic, and other options that increase the price of new equipment. Compliance with such regulations has increased the cost of our new tractors, may increase the cost of new trailers, could impair equipment productivity, in some cases, result in lower fuel mileage, and increase our operating expenses. Our business could be harmed if we are unable to continue to obtain an adequate supply of new tractors and trailers for these or makeother reasons, and future use of autonomous tractors could increase the price of new tractors and decrease the value of used, non-autonomous tractors. As a result, we expect to continue to pay increased prices for equipment and incur additional expenses and related financing costs for the foreseeable future. Furthermore, reduced equipment efficiency may result from new engines designed to reduce emissions, thereby increasing our operating expenses.

Furthermore, a decrease in vendor output may have a materially adverse effect on our ability to purchase a quantity of new revenue equipment that is sufficient to sustain our desired growth rate and to maintain a late-model fleet. Tractor and trailer vendors may reduce their manufacturing output in response to lower demand for their products in economic downturns or shortages of component parts. Some tractor and trailer manufacturers are still experiencing shortages of certain component parts and supplies, including semi-conductor chips, forcing such manufacturers to curtail or suspend their production, which could lead to a lower supply of tractors and trailers, higher prices, and lengthened trade cycles, which could have a material adverse effect on our business, financial condition, and results of operations, particularly our maintenance expense and driver retention.

A depressed market for used equipment could require us to trade our revenue equipment at depressed values or to record losses on disposal or impairments of the carrying values of our revenue equipment that is not protected by residual value arrangements. Used equipment prices are subject to substantial fluctuations based on freight demand, the supply of new and used equipment, the availability and terms of financing, the presence of buyers for export to foreign countries, the desirability of specific models of used equipment, and commodity prices for scrap metal. If there is a deterioration of resale prices, it could have a material adverse effect on our business, financial condition, and results of operations. We have seen a softening of the used equipment market recently.

Certain of our revenue equipment financing arrangements have balloon payments at the end of the finance terms equal to the values we expect to be able to obtain in the used market. To the extent the used market values are lower than that, we may be forced to sell the equipment at a loss and our results of operations more volatile.  Weather and other seasonal eventswould be materially adversely affected.

Our 49% owned subsidiary, TEL, faces certain additional risks particular to its operations, any one of which could adversely affect our operating results.

Uncertainties

In May 2011, we acquired a 49% interest in TEL, a used equipment leasing company and reseller. We account for our investment in TEL using the interpretationequity method of accounting. TEL faces several risks similar to those we face and applicationadditional risks particular to its business and operations. TEL has significant ongoing capital requirements and carries significant debt. The ability to secure financing and market fluctuations in interest rates could impact TEL's ability to grow its leasing business and its margins on leases. Adverse economic activity may restrict the number of used equipment buyers and their ability to pay prices for used equipment that we find acceptable. In addition, TEL's leasing customers are typically small trucking companies without substantial financial resources, and TEL is subject to risk of loss should those customers be unable to make their lease payments. In 2019, TEL had a significant customer that declared bankruptcy, which resulted in a reduction in TEL’s profitability into 2020. A portion of TEL’s business includes leasing equipment to individual independent contractors who are generally not required to provide significant amounts to secure their obligations under the lease agreements with TEL. Such independent contractors generally have few assets and are at a heightened risk of defaulting under such lease agreements, which may cause TEL to incur unreimbursed costs related to the recovery of equipment, equipment maintenance and repair, missed lease payments, and the reletting of the 2017 Tax Cuts and Jobs Act could materially affect our tax obligations and effective tax rate.


On December 22, 2017, the U.S. enacted comprehensive tax legislation, commonly referred to as the 2017 Tax Cuts and Jobs Act. The new law requires complex computations not previously required by U.S. tax law. As such, the application of accounting guidance for such items is currently uncertain. Further, compliance with the new law and the accounting for such provisions require preparation and analysis of information not previously required or regularly produced.equipment. In addition, the U.S. Departmentshrinking independent contractor market may decrease the number of Treasury has broad authoritydrivers available to issue regulationsutilize such portion of TEL’s business and interpretative guidance that maycould decrease TEL’s revenues. Further, we believe the used equipment market will significantly impact how we will apply the law and impact ourTEL's results of operations and such market has been volatile in future periods. Accordingly, whilethe past and declined recently. There can be no assurance that TEL will experience gains on sale similar to those it has experienced in the past and it may incur losses on sale. As regulations change, the market for used equipment may be impacted as such regulatory changes may make used equipment costly to upgrade to comply with such regulations or we have providedmay be forced to scrap equipment if such regulations eliminate the market for particular used equipment. Further, there is an overlap in providers of equipment financing to TEL and our wholly owned operations and those providers may consider the combined exposure and limit the amount of credit available to us.

TEL's majority owners are generally restricted from transferring their interests in TEL, other than to certain permitted transferees, without our consent. There is no assurance that we will be able to agree on any proposed sale or transfer of interests in TEL, whether by us or the other owners. 

Finally, we do not control TEL's ownership or management. Our investment in TEL is subject to the risk that TEL's management and controlling members may make business, financial, or management decisions with which we do not agree or that the management or controlling members may take risks or otherwise act in a provisional estimate on the effectmanner that does not serve our interests. If any of the new law in our accompanying audited financial statements, further regulatory or GAAP accounting guidance forforegoing were to occur, the law, our further analysis on the application of the law, and refinementvalue of our initial estimates and calculationsinvestment in TEL could materially change our current provisional estimates, which could in turn materially affect our tax obligations and effective tax rate.  There are also likely to be significant future impacts that these tax reforms will have on our future financial resultsdecrease, and our business strategies. In addition, there isfinancial condition, results of operations, and cash flow could suffer as a risk that states or foreign jurisdictions may amend their tax laws in response to these tax reforms, which could have a material impact on our future results.result.

We could determine that our goodwill and other intangible assets are impaired, thus recognizing a related loss.

As of December 31, 2022, we had goodwill of $58.2 million and other intangible assets of $48.2 million. We evaluate our goodwill and other intangible assets for impairment. We could recognize impairments in the future, and we may never realize the full value of our intangible assets. If these events occur, our profitability and financial condition will suffer.

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.

Our Chairman of the Board and Chief Executive Officer, David Parker, and his wife, Jacqueline Parker, beneficially own or have sole voting and dispositive power over approximately 14% of our outstanding Class A common stock and 100% of our Class B common stock. On all matters with respect to which our stockholders have a right to vote, including the election of directors, each share of Class A common stock is entitled to one vote, while each share of Class B common stock is entitled to two votes. All outstanding shares of Class B common stock are owned by the Parkers and are convertible to Class A common stock on a share-for-share basis at the election of the Parkers or automatically upon transfer to someone outside of the Parker family. This voting structure gives the Parkers approximately 39% of the voting power of all of our outstanding stock. As such, the Parkers are able to substantially influence decisions requiring stockholder approval, including the election of our entire Board, the adoption or extension of anti-takeover provisions, mergers, and other business combinations. This concentration of ownership could limit the price that some investors might be willing to pay for the Class A common stock, and could allow the Parkers to prevent or could discourage or delay a change of control, which other stockholders may favor. The interests of the Parkers may conflict with the interests of other holders of Class A common stock, and they may take actions affecting us with which other stockholders disagree.

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.

Our Third Amended and Restated Articles of Incorporation (“Articles of Incorporation”), our Sixth Amended and Restated Bylaws ("Bylaws"), and Nevada corporate law contain provisions that could delay, discourage or prevent a change of control or changes in our Board or management that a stockholder might consider favorable. For example, our Articles of Incorporation authorize our Board to issue preferred stock without stockholder approval and to set the rights, preferences and other terms thereof, including voting rights of those shares; our Articles of Incorporation do not provide for cumulative voting in the election of directors, which would otherwise allow holders of less than a majority of stock to elect some directors; our Class B common stock possesses disproportionate voting rights; and our Bylaws provide that a stockholder must provide advance notice of business to be brought before an annual meeting or to nominate candidates for election as directors at an annual meeting of stockholders. These provisions will apply even if the change may be considered beneficial by some of our stockholders, and thereby negatively affect the price that investors might be willing to pay in the future for our Class A common stock. Furthermore, pursuant to the “Acquisition of Controlling Interest” statutes set forth in Sections 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes (the “Control Statutes”), if a person acquires a controlling interest in the Company (defined in Nevada Statutes Section 78.3785 as ownership of voting securities to exercise voting power in the election of directors in excess of 1/5, 1/3, or a majority thereof), the voting rights of such person in excess of the applicable threshold would be nullified, unless the acquirer obtains approval of the disinterested stockholders or unless the Company amends its Articles of Incorporation or Bylaws within ten days of the acquisition to provide that the Control Statutes do not apply to the Company or to types of existing or future stockholders. Our Bylaws provide that the Control Statutes do not apply to an acquisition of a controlling interest in the Company by the Parkers or their affiliates. In addition, to the extent that these provisions discourage an acquisition of our company or other change in control transaction, they could deprive stockholders of opportunities to realize takeover premiums for their shares of our Class A common stock.

The market price of our Class A common stock may be volatile.

The price of our Class A common stock may fluctuate widely, depending upon a number of factors, many of which are beyond our control. In addition, stock markets generally experience significant price and volume volatility from time to time which may adversely affect the market price of our Class A common stock for reasons unrelated to our performance.

We cannot guarantee the timing or amount of repurchases of our Class A common stock, or the declaration of future dividends, if any.

The timing and amount of future repurchases of our Class A common stock, including repurchases under our current stock repurchase program authorizing the purchase of up to $55 million of our Class A common stock, as well as the declaration of future dividends, is at the discretion of our Board and will depend on many factors such as our financial condition, earnings, cash flows, capital requirements, any future debt service obligations, covenants under our existing or future debt agreements, industry practice, legal requirements, regulatory constraints, and other factors our Board deems relevant. While it is expected that we will continue to pay a quarterly dividend under the dividend program initiated in January 2022, there is no assurance that we will declare or pay any future dividends or as to the amount or timing of those dividends, if any.

ITEM 1B.UNRESOLVED STAFF COMMENTS
24


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.

If we fail to maintain effective internal controls in the future, including any future acquisitions, it could result in a material misstatement of our financial statements, which could cause investors to lose confidence in our financial statements or cause our stock price to decline.

COVID-19 RISKS

We could be negatively impacted by the COVID-19 outbreak or other similar outbreaks.

Our operations, particularly in areas of increased COVID-19 infections could be disrupted. Furthermore, government vaccine, testing, and mask mandates could increase our turnover and make recruiting more difficult, particularly among our driver, warehouse, and maintenance personnel. See "Other Regulation" in Part I, Item 1 of this Annual Report, for additional details regarding COVID-19 vaccine, testing, and mask mandates.

Negative financial results, operational disruptions and a tightening of credit markets, caused by COVID-19, other similar outbreaks, or a recession, could have a material adverse effect on our liquidity, reduce credit options available to us, adversely impact the ability of our customers to pay for our services, make it more difficult to obtain amendments, extensions, and waivers, and adversely impact our ability to effectively meet our short- and long-term obligations.

The outbreak of COVID-19 has significantly increased uncertainty in the economy. Risks related to a slowdown or recession are described in our risk factor titled “Our business is subject to economic, credit, business, and regulatory factors affecting the truckload industry that are largely beyond our control, any of which could have a materially adverse effect on our operating results”.

Short-term and long-term developments related to COVID-19 have been unpredictable and the extent to which further developments could impact our operations, financial condition, liquidity, results of operations, and cash flows is highly uncertain. Such developments may include the duration of the outbreak, variants of the virus, the distribution and availability of vaccines, and treatments for the virus, the severity of the disease, and the actions that may be taken by various governmental authorities and other third parties in response to the outbreak.

We continue to diligently monitor the impact of COVID-19 on all aspects of our business, including the impact on our customers, teammates, suppliers and communities.

25

ITEM 2.PROPERTIES

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

PROPERTIES

Our corporate headquarters and main terminal are located on approximately 180 acres of property in Chattanooga, Tennessee. This facility includes an office building of approximately 182,000 square feet, a maintenance facility of approximately 65,000 square feet, a body shop of approximately 60,000 square feet,Also, we own or lease administrative offices and a tractor wash.  Our Solutions subsidiary is also operated and managed out of the Chattanooga facility.  We maintain seventruck terminals which are utilized by our Truckload segment located on our major traffic lanes in or near the cities listed below.  These terminals(which provide a base for drivers in proximity to their homes, a transfer location for trailer relays on transcontinental routes, parking space for equipment dispatch, facilities for recruiting and orientation, sales offices, and warehouses) throughout the other uses indicated below.  All of the properties noted below are subject to mortgages or deeds of trust under our Credit Facility, with the exception of our Chattanooga headquarters, which is subject to a deed of trust under a separate financing.


Terminal LocationsMaintenance
Recruiting/
Orientation
SalesOwnership
Chattanooga, Tennessee xOwned
Texarkana, Arkansas xOwned
Hutchins, Texas xOwned
Pomona, CaliforniaOwned
Allentown, PennsylvaniaOwned
LaVergne, Tennessee xOwned
Orlando, FloridaOwned

ITEM 3.LEGAL PROCEEDINGS

From time-to-time, we are a party to ordinary, routine litigation arising in the ordinary course of business, mostcontinental United States, none of which involves claims for personal injury and/or property damage incurred in connection with the transportation of freight.

We maintain insurance to cover liabilities arising from the transportation of freight for amounts in excess of certain self-insured retentions. In management's opinion,are individually material.

ITEM 3.

LEGAL PROCEEDINGS

Information about our potential exposure under pending legal proceedings is adequately provided forincluded in Note 14, "Commitments and Contingencies" of the accompanying consolidated financial statements.


On May 8, 2017, the U.S. District Court for the Southern District of Ohio issued a pre-trial decision against our SRT subsidiary relating to a cargo claim incurred in 2008. The court had previously ruled in favor of the plaintiff in 2014,statements and the prior decision was reversed in partis incorporated by the Sixth Circuit Court of Appeals and remanded for further proceedings in 2015.  As a result of this decision, we increased the reserve in respect of this case by $0.9 million in the first quarter of 2017 in order to accrue additional legal fees and pre-judgment interest since the time of the previously noted appeal.  We are appealing the District Court’s decision on damages to the Sixth Circuit.

Our SRT subsidiary is a defendant in a lawsuit filed on December 16, 2016 in the Superior Court of San Bernardino County, California.  The lawsuit was filed on behalf of David Bass (a California resident and former driver), who is seeking to have the lawsuit certified as a class action case wherein he alleges violation of multiple California wage and hour statutes over a four year period of time, including failure to pay wages for all hours worked, failure to provide meal periods and paid rest breaks, failure to pay for rest and recovery periods, failure to reimburse certain business expenses, failure to pay vested vacation, unlawful deduction of wages, failure to timely pay final wages, failure to provide accurate itemized wage statements, unfair and unlawful competition, as well as various state claims.  The case was removed from state court in February, 2017 to the U.S. District Court in the Central District of California, and subsequently, SRT moved the District Court to transfer venue of the case to the U.S. District Court sitting in the Western District of Arkansas.  The motion to transfer was approved by the California District Court in July, 2017, and the case will now be heard in the U.S. District court in the Western District of Arkansas.

reference herein.

ITEM 4.

MINE SAFETY DISCLOSURES

None.

Based on our present knowledge of the facts and, in certain cases, advice of outside counsel, management believes the resolution of open claims and pending litigation, taking into account existing reserves, is not likely to have a materially adverse effect on our consolidated financial statements.

ITEM 4.MINE SAFETY DISCLOSURES

None.

PART II


ITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Price Range of Common Stock


Our Class A common stock is traded on the NASDAQ Global Select Market, under the symbol "CVTI."CVLG." The following table sets forth, for the calendar periods indicated, the range of high and low sales price for our Class A common stock as reported by NASDAQ from January 1, 2016, to December 31, 2017.


Period High  Low 
       
Calendar Year 2016:      
       
1st Quarter
 $25.77  $13.60 
2nd Quarter
 $25.22  $16.31 
3rd Quarter
 $23.51  $16.50 
4th Quarter
 $22.61  $14.26 
         
Calendar Year 2017:        
         
1st Quarter
 $22.40  $17.25 
2nd Quarter
 $20.44  $16.11 
3rd Quarter
 $29.58  $15.86 
4th Quarter
 $30.61  $24.79 

On February 16, 2018, the last reported sale price of our Class A common stock on the NASDAQ Global Select Market was $26.25.

As of February 16, 2018,24, 2023, we had approximately 8757 stockholders of record of our Class A common stock; however, we estimate our actual number of stockholders is much higher because a substantial number of our shares are held of record by brokers or dealers for their customers in street names. As of February 26, 2018,24, 2023, Mr. Parker, together with certain of his family members, owned all of the outstanding Class B common stock.


Dividend Policy


We have never declared and paid

In January 2022, our Board approved a quarterly cash dividend onprogram of $0.0625 per share, which was increased to $0.08 per share in August 2022 and $0.11 per share in February 2023. Dividends under the quarterly cash dividend program are subject to quarterly approval by our Class A or Class B common stock.Board. It is the current intention of our Board of Directors to continue to retain earningspay a quarterly dividend under the dividend program, however, there is no assurance that we will declare or pay any future dividends or as to finance our business and reduce our indebtedness rather than to pay dividends.the amount or timing of those dividends, if any. The payment of cash dividends is currently limited by our financing arrangements. Future payments of cash dividends will depend upon our financial condition, results of operations,earnings, cash flows, capital commitments, restrictionsrequirements, any future debt service obligations, covenants under then-existingour existing or future debt agreements, industry practice, legal requirements, regulatory constraints, and other factors deemed relevant by our Board of Directors.


deems relevant.

See "Equity Compensation Plan Information" under Item 12 in Part III of this Annual Report on Form 10-K for certain information concerning shares of our Class A common stock authorized for issuance under our equity compensation plans.


Issuer Purchases of Equity Securities

The table below sets forth the information with respect to purchases of our Class A common stock made by or on behalf of us during the quarter ended December 31, 2017:

Period 
(a)
Total Number of Shares Purchased (1)
  
(b)
Average Price Paid per Share
  
(c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
  
(d)
Maximum Number of Class A Shares that May Yet Be Purchased Under the Publicly Announced Plans or Programs
 
October 1-31, 2017  -   -   -   - 
November 1-30, 2017  390  $28.91   -   - 
December 1-31, 2017  17,986  $28.73   -   - 
Total  18,376  $28.73   -   - 

(1)

ITEM 6.

Includes 390 and 17,986 shares of Class A common stock withheld at $28.91 and $28.73 per share, respectively (under the terms of grants under the Covenant Transportation Group, Inc. Third Amended and Restated 2006 Omnibus Incentive Plan) to offset tax withholding obligations that occurred upon vesting and release of restricted shares.  The withholding of shares was permitted under the applicable award agreements and was not part of any stock repurchase plan.

[RESERVED]



Not applicable.

ITEM 6.SELECTED FINANCIAL DATA

(In thousands, except per share and operating data amounts) 
  
Years Ended December 31,
 
  2017  2016  2015  2014  2013 
Statement of Operations Data:               
Freight revenue $626,809  $610,845  $640,120  $578,204  $538,933 
Fuel surcharge revenue  78,198   59,806   84,120   140,776   145,616 
Total revenue $705,007  $670,651  $724,240  $718,980  $684,549 
                     
Operating expenses:                    
Salaries, wages, and related expenses  241,784   234,526   244,779   231,761   218,946 
Fuel expense  103,139   103,108   122,160   168,856   186,002 
Operations and maintenance  48,774   45,864   46,458   47,251   50,043 
Revenue equipment rentals and purchased transportation  141,954   117,472   118,583   111,772   102,954 
Operating taxes and licenses  9,878   11,712   11,016   10,960   10,969 
Insurance and claims (1)  33,155   32,596   31,909   39,594   30,305 
Communications and utilities  6.938   6,057   6,162   5,806   5,240 
General supplies and expenses  14,783   14,413   14,007   16,950   16,002 
Depreciation and amortization, including gains and losses on disposition of equipment and impairment of assets  76,447   72,456   61,384   46,384   43,694 
Total operating expenses  676,852   638,204   656,458   679,334   664,155 
Operating income  28,155   32,447   67,782   39,646   20,394 
Interest expense, net  8,258   8,226   8,445   10,794   10,397 
Income from equity method investment  (3,400)  (3,000)  (4,570)  (3,730)  (2,750)
Income before income taxes  23,297   27,221   63,907   32,582   12,747 
Income tax (benefit) expense  (32,142)  10,386   21,822   14,774   7,503 
Net income $55,439  $16,835  $42,085  $17,808  $5,244 

Basic income per share $3.03  $0.93  $2.32  $1.17  $0.35 
                     
Diluted income per share $3.02  $0.92  $2.30  $1.15  $0.35 
                     
Basic weighted average common shares outstanding  18,279   18,182   18,145   15,250   14,837 
                     
Diluted weighted average common shares outstanding  18,372   18,266   18,311   15,517   15,039 


  
Years Ended December 31,
 
  2017  2016  2015  2014  2013 
Selected Balance Sheet Data:               
Net property and equipment $464,072  $465,471  $454,049  $382,491  $329,608 
Total assets (2) $649,668  $620,538  $646,717  $539,304  $461,188 
Long-term debt and capital lease obligations, less current maturities $186,242  $188,437  $206,604  $172,903  $182,677 
Total stockholders' equity $295,201  $236,414  $202,160  $169,204  $100,360 
                     
Selected Operating Data:                    
Capital expenditures (proceeds), net (3) $72,006  $59,052  $148,994  $89,455  $91,976 
Average freight revenue per loaded mile (4) $1.89  $1.86  $1.89  $1.77  $1.66 
Average freight revenue per total mile (4) $1.70  $1.67  $1.69  $1.60  $1.49 
Average freight revenue per tractor per week (4) $3,917  $3,881  $3,967  $3,777  $3,411 
Average miles per tractor per year  120,043   121,782   122,508   123,275   119,375 
Weighted average tractors for year (5)  2,557   2,593   2,700   2,609   2,777 
Total tractors at end of period (5)  2,559   2,535   2,656   2,665   2,688 
Total trailers at end of period (6)  6,846   7,389   6,978   6,722   6,861 
Team-driven tractors as percentage of fleet  38.1%  38.7%  35.3%  32.1%  29.2%

(1)

ITEM 7.

2017 and 2014 insurance and claims expense includes $0.9 million and $7.5 million of additional reserves for 2008 cargo claim, respectively.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(2)
Adjusted for retrospective adoption of ASU 2015-17.
(3)Includes equipment purchased under capital leases.
(4)Excludes fuel surcharge revenue.
(5)Includes monthly rental tractors and tractors provided by owner operators.
(6)Excludes monthly rental trailers.


The information set forth above should be read in conjunction with "Management'sThis Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Company's consolidated financial statements and notes thereto includedOperations should be read together with “Business” in Items 7 and 8, respectively, of this Form 10-K.

ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Note Regarding Forward-Looking Statements

Part I, Item 7, as well as other items1 of this Annual Report on Form 10-K, contains certainas well as the consolidated financial statements that may be consideredand notes thereto in Part II, Item 8 of this Annual Report on Form 10-K. This discussion contains forward-looking statements within the meaningas a result of Section 27Amany factors, including those set forth under Part I, Item 1A. “Risk Factors” and Part I “Cautionary Note Regarding Forward-Looking Statements” of the Securities Act of 1933, as amended,this Annual Report on Form 10-K, 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.  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; any statements of belief; and any statements of assumptions underlying any of the foregoing. Inelsewhere in this Item 7, statements relating to future demand for and supply of new and used tractors and trailers (including expected prices of such equipment), expected sources and adequacy of working capital and liquidity, future relationships, use, compensation, and availability with respect to third-party service providers, future driver market conditions, future allocation of capital, expected settlement of operating lease obligations, future asset sales and acquisitions, future insurance, litigation, and claims levels and expenses, future tax rates, expense, and deductions, future fuel management, expense, and the future effectiveness of fuel surcharge programs and price hedges, future interest rates and effectiveness of interest rate swaps, expected capital expenditures (including the future mix of lease and purchase obligations), future trucking capacity, expected freight demand and volumes, future rates, future depreciation and amortization, future compliance with and impact of existing and proposed federal and state laws and regulations, future salaries, wages, and other employee benefit expenses, future earnings from and value of our investments, future customer relationships, future defaults under debt agreements, future payment of financing and lease liabilities, future performance of our subsidiaries, future credit availability, including expected borrowing base increases in our credit facility, expected transition to and effect of new accounting standards, expected effect of remeasured deferred tax assets, and future operating and maintenance expenses,  among others, are forward-looking statements.  Such statements may be identified by their use of terms or phrases such as "believe," "may," "could," "expects," "estimates," "projects," "anticipates," "plans," "intends," and similar terms and phrases. Forward-lookingreport. These statements are based on currently available operating, financial,current expectations and competitive information.  Forward-looking statementsassumptions that are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, whichuncertainties. Actual results could cause future events and actual results to differ materially from those set forthdiscussed.

EXECUTIVE OVERVIEW

We are a leading provider of high-service truckload transportation and logistics services. Our strategy is to focus on value-added, less commoditized portions of our customers’ supply chains and thereby become embedded in contemplated by, or underlyingtheir business processes. We believe disciplined planning and execution of our strategy will continue to reduce the forward-looking statements.  Factors that could cause or contribute to such differences include, butcyclicality and seasonality of our financial results through growth in higher margin, less volatile services, which in turn will enhance sustainable long-term earnings power and return on invested capital for our stockholders.

Our four reportable segments are not limited to, those discussedExpedited, Dedicated, Managed Freight, and Warehousing, each as described under “Reportable Segments and Service Offerings” in the section entitled "Part I, Item 1A. Risk Factors," set forth above.  Readers should review and consider the factors discussed in "Item 1A. Risk Factors," 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 date1 of this Annual Report.  You are cautioned not to place undue relianceReport 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 changeForm 10-K. For 2022, we generated over $1.0 billion in freight revenue, the highest annual earnings per share in our history, and a 15.3% return on average invested capital. We also acquired AAT, repurchased 3.4 million shares, resulting in a reduction of approximately 20% of the shares outstanding compared to a year ago, and, for the first time in Company history, distributed four quarterly dividend payments, all while maintaining moderately low debt. Within our Expedited and Dedicated reportable segments, we improved total revenue and margins year over year and we are continuing to work to improve the durability of contracts in these reportable segments to lower volatility across economic and freight cycles. Managed Freight continued to exceed our expectations as a result of strong execution and effective coordination with regard thereto or any changeour Expedited and Dedicated reportable segments. Warehousing was able to grow revenue through new customer startups but had diminished margins primarily due to incremental cost headwinds associated with new customer startups and investments in capacity for future growth in this reportable segment.

This has been a remarkable year for Covenant. Our results were in part the product of an exceptional freight market in the events, conditions, or circumstances on which any such statement is based.


EXECUTIVE OVERVIEW

While we have generally been pleased with recent profitability levels and operational improvements, particularly at SRT, we still have work ahead as operating results were behind those of 2016. Additionally, we were disappointed with our fourth quarter peak season for the second consecutive year.  In addition to managing our operating costs, we continue to evaluate the most effective level of participation in the peak season and the manner of allocating our assets and coordinating third party capacity. We remain committed to providing peak capacity for our customers; however, we will need to challenge our pricing models to ensure we are appropriately rewarded for our efforts related to this valuable annual shipping period.

We are encouraged by our continued profitability and we continue to focus on our turnaround efforts at SRT, which realized a more than a 400 basis point improvement in its operating margin compared to 2016. We are also continuing to deleverage our balance sheet, resulting in total indebtedness, net of cash and including the present value of off-balance sheet lease obligations, decreasing approximately $6.6 million since December 31, 2016.  Additionally, earnings included the approximately $40.1 million favorable effective tax rate impact from the Tax Cuts and Jobs Act of 2017, and the reduced negative impactfirst half of the fuel hedges have increased tangible book value per basic share 24.4% to $16.11 from $12.95 at December 31, 2016.

Our annual operating ratio deteriorated 80 basis points to 96.0%.  Our adjusted operating ratio (as defined below), a key measure of profitabilityyear and in our industry, also deteriorated 80 basis points to a 95.5%.  These unfavorable changes were primarilypart the result of an intentional, multi-year effort to evolve toward a less cyclical business model. We cannot eliminate the significantlyimpact of economic and freight market cycles, but we view our 2022 results as incremental progress toward delivering solid, more expensive third-party capacity duringconsistent returns for our stockholders.

The table below reflects the latter portiontotal revenue trends in each of the year, affecting our Managed Freight and Truckload segments, as well as increased employee wages and increased capital costs compared to 2016.  these reportable segments:

  

Year ended December 31,

 

(in thousands)

 

2022

  

2021

 

Revenues:

        

Expedited

 $452,713  $337,063 

Dedicated

  362,997   324,541 

Managed Freight

  320,985   321,236 

Warehousing

  80,163   63,163 

Total revenues

 $1,216,858  $1,046,003 

Our consolidated financial results are summarized as follows:


Total revenue was $705.0$1,216.9 million, compared with $670.7$1,046.0 million for 2016,2021, and freight revenue (which excludes revenue from fuel surcharges) was $626.8$1,046.4 million, compared with $610.8$949.9 million for 2016;2021;

 

Operating income from continuing operations was $28.1$120.7 million, compared with operating income from continuing operations of $32.4$67.2 million for 2016;2021;

 

Net income was $55.4$108.7 million, or $3.02$7.00 per diluted share, compared with net income of $16.8$60.7 million, or $0.92$3.57 per diluted share, for 2016;2021; Net income from continuing operations was $142.8 million, or $6.95 per diluted share, for 2022, compared to $79.2 million or $3.42 per diluted share in 2021. Net income from discontinued operations of $0.8 million, or $0.05 per diluted share, for 2022, compared to $2.5 million, or $0.15 per diluted share in 2021;

 

With available borrowing capacity of $86.1 million under our Credit Facility as of December 31, 2022, we do not expect to be required to test our fixed charge covenant in the foreseeable future;

Our equity investment in TEL provided $3.4$25.2 million of pre-tax earnings in 2017,2022, compared to $3.0$14.8 million for 2016; and2021;

 

Since December 31, 2021, total indebtedness, comprised of total debt and finance leases, net of cash, increased by $17.9 million to $46.4 million;

Stockholders' equity

Leverage ratio (average total indebtedness, net of cash, divided by the sum of operating income (loss, depreciation and tangible book valueamortization, gain on disposition of property and equipment, net, and impairment of long lived property and equipment) was 0.34 at December 31, 2017, were $295.22022, compared to 0.24 at December 31, 2021;

Stockholders' equity at December 31, 2022 was $377.1 million, or $16.11compared to $349.7 million at December 31, 2021; and

Tangible book value per end-of-quarter basic share.share at December 31, 2022 was $19.97, compared to $17.10 at December 31, 2021. 

Outlook

We remain focused on continued forward progress on our long-term strategic plan. We are also focused on aggressive improvements to our operating cost profile. With our equipment replacement plan and strong safety results, we see opportunities to improve costs in the short term through improved fuel economy, and reduced operations and maintenance and insurance costs in a freight environment that will pressure both rates and margins. There’s a lot of work for us to be ready for. We expect market headwinds from a softer market during contract renewals as well as continued inflationary pressures. However, based on company specific factors – the investments we have made in the sales team, the acquisition of AAT, share repurchases, the equipment upgrade plan and reduced insurance casualty costs resulting from our improved safety results, we expect less earnings volatility than in prior periods of economic weakness. Over the last 5 years, our customer base has been strategically shifted to less cyclical industries through our full-service logistics focus. Even with a heavy equipment investment year in 2023, we expect our cash generation, low leverage, and available liquidity to provide the full range of capital allocation opportunities to benefit our stockholders.

With continued diligence and accountability, we expect to grow our market share organically and through acquisitions, continue to improve our operations, and be a stronger, more profitable, and more predictable business with the opportunity for significant and sustained value creation. Based on our anticipated cash flow generation profile, we will be able to continue our cash dividend program and evaluate a full range of capital allocation alternatives, including maintaining a lower leveraged balance sheet, organic growth, acquisition and disposition opportunities, and stock repurchases. 

As we look toward 2023, we anticipate a very difficult freight environment for at least the first half of the year, which could compress rates and margins when compared to 2022. However, we believe our more resilient operating model, together with the steps we are taking to reduce costs and inefficiencies, will mitigate a portion of our historical volatility throughout economic and freight market cycles. Overall, we are pleased with our current position, which features a de-leveraged balance sheet, strong liquidity and a reduction of approximately 20% of the shares outstanding compared to a year ago. We will remain focused on growing our market share, continuing to improve our operations, and becoming a stronger, more profitable, and more predictable business with the opportunity for significant and sustained value creation.

RESULTS OF CONSOLIDATED OPERATIONS

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this document generally discusses 2022 and 2021 items and year-to-year comparisons between 2022 and 2021. Discussions of 2020 items and year-to-year comparisons between 2021 and 2020 that are not included in this document can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

The following table sets forth total revenue and freight revenue (total revenue less fuel surcharge revenue) for the periods indicated:

Revenue

  

Year ended December 31,

 

(in thousands)

 

2022

  

2021

 

Revenue:

        

Freight revenue

 $1,046,396  $949,913 

Fuel surcharge revenue

  170,462   96,090 

Total revenue

 $1,216,858  $1,046,003 

The increase in total revenue resulted from a $66.0 million, $16.4 million, and $14.3 million increase in Expedited, Warehousing, and Dedicated freight revenue, respectively, partially offset by a $0.3 million decrease in freight revenue from our Managed Freight reportable segment.

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.

Salaries, wages, and related expenses

  

Year ended December 31,

 

(dollars in thousands)

 

2022

  

2021

 

Salaries, wages, and related expenses

 $402,276  $350,246 

% of total revenue

  33.1%  33.5%

% of freight revenue

  38.4%  36.9%

The increase in salaries, wages, and related expenses on a dollars basis is primarily the result of driver and non-driver, including shop technicians, pay and benefits increases since 2021.

We believe salaries, wages, and related expenses will continue to increase going forward as a result of driver pay changes put in place in tight freight and driver markets. Additionally, we expect salaries, wages, and related expenses to continue to increase as the result of wage inflation, higher healthcare costs, and, in certain periods, increased incentive compensation due to better performance. 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 further, 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.

Fuel expense

  

Year ended December 31,

 

(dollars in thousands)

 

2022

  

2021

 

Fuel expense

 $166,410  $103,641 

% of total revenue

  13.7%  9.9%

% of freight revenue

  15.9%  10.9%

The changes in total fuel expense are primarily related to higher fuel prices in 2022 and poor fuel economy on abandoned leased tractors, partially offset by a 3.5% decrease in total miles.

We receive a fuel surcharge on our loaded miles from most shippers; however, in times of increasing fuel prices, this does not cover the entire increase in fuel prices 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 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 averaged approximately $4.99 per gallon, or 51.7%, higher in 2022 than 2021.

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:

  

Year ended December 31,

 

(dollars in thousands)

 

2022

  

2021

 

Total fuel surcharge

 $170,462  $96,090 

Less: Fuel surcharge revenue reimbursed to independent contractors and other third parties

  11,156   7,683 

Company fuel surcharge revenue

 $159,306  $88,407 

Total fuel expense

 $166,410  $103,641 

Less: Company fuel surcharge revenue

  159,306   88,407 

Net fuel expense

 $7,104  $15,234 

% of freight revenue

  0.7%  1.6%

Net fuel expense decreased $8.1 million, or 53.4%, for the year ended December 31, 2022, compared to 2021. As a percentage of freight revenue, net fuel expense decreased 0.9% for the year ended December 31, 2022, compared to 2021. These decreases primarily resulted from increased fuel surcharge revenue and fewer total miles, partially offset by higher fuel costs. Additionally, none and $0.4 million of gains were reclassified from accumulated other comprehensive income to our results of operations for the years ended December 31, 2022, and 2021, respectively, as changes to fuel expense related to the fuel hedge contracts that expired. As of December 31, 2022, we have no remaining fuel hedge contracts.

We expect to continue managing our idle time and tractor speeds, investing in more fuel-efficient tractors and auxiliary power units to improve our miles per gallon, locking in fuel hedges when deemed appropriate, partnering with customers to adjust fuel surcharge programs that are inadequate to recover a fair portion of fuel costs, and testing the latest technologies that reduce fuel consumption. Going forward, our net fuel expense is expected to fluctuate as a percentage of revenue based on factors such as diesel fuel prices, percentage recovered from fuel surcharge programs, percentage of uncompensated miles, percentage of revenue generated by team-driven tractors (which tend to generate higher miles and lower revenue per mile, thus proportionately more fuel cost as a percentage of revenue), percentage of revenue generated from independent contractors, and the success of fuel efficiency initiatives.

Operations and maintenance

  

Year ended December 31,

 

(dollars in thousands)

 

2022

  

2021

 

Operations and maintenance

 $79,051  $59,269 

% of total revenue

  6.5%  5.7%

% of freight revenue

  7.6%  6.2%

The increase in operations and maintenance expense on a dollars basis was primarily related to the increased maintenance costs as a result of an increase in the average age of equipment, unusually high maintenance costs on abandoned leased tractors, inflationary increases in the costs of parts and labor, as well as increased overage, shortage, and damage expense, as compared to 2021. These increases are partially offset by having a smaller fleet in 2022.

Going forward, we believe this category will fluctuate based on several factors, including the condition of the driver market and our ability to hire and retain drivers, our continued ability to maintain a relatively young fleet, accident severity and frequency, weather, the reliability of new and untested revenue equipment models, and the global disruption of the supply chain, however, such increases may be offset by reductions in the age of our fleet due to our replacement plan for 2023, as well as the removal of the abandoned leased tractors that were requiring unusually high maintenance costs. For 2023, due to the relatively new age of our tractor fleet and remaining unexpired warranty coverage for most of our tractors, we do not expect the percentage of our equipment being operated outside of warranty coverage to increase in any material respect even if delays occur; however, operations and maintenance costs may increase regardless due to wage and parts inflation.

Revenue equipment rentals and purchased transportation

  

Year ended December 31,

 

(dollars in thousands)

 

2022

  

2021

 

Revenue equipment rentals and purchased transportation

 $325,624  $331,685 

% of total revenue

  26.8%  31.7%

% of freight revenue

  31.1%  34.9%

The decrease in revenue equipment rentals and purchased transportation was primarily the result of a reduction in purchased transportation costs in our Managed Freight reportable segment as a result of the softening freight market, partially offset by a reduction in the percentage of the total miles run by independent contractors from 8.2% for 2021 to 6.6% for 2022 and the recognition of $7.5 million of expense related to the early lease abandonment and disposal charges for tractors pulled from operations during the fourth quarter of 2022, which have been the source of significant operational headwinds throughout the year due to poor fuel economy, unusually high maintenance costs, and elevated down time.

We expect revenue equipment rentals to decrease going forward as we largely transitioned from tractors held under operating leases to owned equipment during 2022. However, we expect purchased transportation to fluctuate as volumes in our Managed Freight reportable segment may be volatile. In addition, if fuel prices increase, it would result in a further increase in what we pay third party carriers and independent contractors. However, this expense category will fluctuate with the number and percentage of loads hauled by independent contractors, loads handled by Managed Freight, and tractors, trailers, and other assets financed with operating leases. In addition, factors such as the cost to obtain third party transportation services and the amount of fuel surcharge revenue passed through to the third party carriers and independent contractors will affect this expense category. If industry-wide trucking capacity tightens in relation to freight demand, we may need to increase the amounts we pay to third-party transportation providers and independent contractors, which could increase this expense category on an absolute basis and as a percentage of freight revenue absent an offsetting increase in revenue. If we were to recruit more independent contractors we would expect this line item to increase as a percentage of revenue.

Operating taxes and licenses

  

Year ended December 31,

 

(dollars in thousands)

 

2022

  

2021

 

Operating taxes and licenses

 $11,931  $10,899 

% of total revenue

  1.0%  1.0%

% of freight revenue

  1.1%  1.1%

For the period presented, the change in operating taxes and licenses is insignificant both as a percentage of total revenue and freight revenue.

Insurance and claims

  

Year ended December 31,

 

(dollars in thousands)

 

2022

  

2021

 

Insurance and claims

 $50,547  $38,788 

% of total revenue

  4.2%  3.7%

% of freight revenue

  4.8%  4.1%


Insurance and claims per mile cost increased to 19.2 cents per mile for 2022 from 14.2 cents per mile in 2021. The increase is primarily the result of unfavorable development of a small number of prior period claims, as well as claims experienced during 2022, partially offset by lower accident rates. 

Our insurance program includes multi-year policies with specific insurance limits that may be eroded over the course of the policy term. If that occurs, we will be operating with less liability coverage insurance at various levels of our insurance tower. For the policy period that ran from April 1, 2018 to March 31, 2021, the aggregate limits available in the coverage layer $9.0 million in excess of $1.0 million were estimated to be fully eroded based on claims expense accruals. 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 runs from January 28, 2021 to April 1, 2024. Due to the erosion of the $9.0 million in excess of $1.0 million layer, any adverse developments in claims filed between April 1, 2018 and March 31, 2021, could result in additional expense accruals. We maintained our retention and limits set in place during the prior renewal cycle. Due to these developments, we may experience additional expense accruals, increased insurance and claims expenses, and greater volatility in our insurance and claims expenses, which could have a material adverse effect on our business, financial condition, and results of operations. 

We expect insurance and claims expense to continue to be volatile over the long-term. Recently the trucking industry has experienced a decline in the number of carriers and underwriters that write insurance policies or that are willing to provide insurance for trucking companies. 

Communications and utilities

  

Year ended December 31,

 

(dollars in thousands)

 

2022

  

2021

 

Communications and utilities

 $5,385  $4,558 

% of total revenue

  0.4%  0.4%

% of freight revenue

  0.5%  0.5%

For the period presented, the change in communications and utilities are insignificant both as a percentage of total revenue and freight revenue.

General supplies and expenses

  

Year ended December 31,

 

(dollars in thousands)

 

2022

  

2021

 

General supplies and expenses

 $37,762  $29,673 

% of total revenue

  3.1%  2.8%

% of freight revenue

  3.6%  3.1%

The increase in general supplies and expenses was primarily the result of new leased spaces for our Warehousing reportable segment, increased travel expenses, and the increase in the contingent consideration liability since the 2021 period related to the acquisition of AAT.

Depreciation and amortization

  

Year ended December 31,

 

(dollars in thousands)

 

2022

  

2021

 

Depreciation and amortization

 $57,512  $53,881 

% of total revenue

  4.7%  5.2%

% of freight revenue

  5.5%  5.7%

Depreciation and amortization consists primarily of depreciation of tractors, trailers and other capital assets (including those under finance leases), as well as amortization of intangible assets. 

Depreciation, increased $3.4 million in 2022 to $53.2 million compared to 2021, primarily as a result of increased costs on new equipment partially offset by reduced tractor count. Amortization of intangible assets increased $0.3 million in 2022, compared to 2021, to $4.3 million. This increase is due to the amortization of the intangible asset related to the AAT acquisition partially offset by the completion of the amortization of the Landair trade name to the $0.5 million residual value during the third quarter of 2021.

We expect depreciation and amortization to increase going forward as the cost of new equipment increases, we implement our 2023 revenue equipment replacement plan, and we transition from revenue equipment held under operating leases to a greater proportion of owned revenue equipment. Additionally, changes in the used tractor market could cause us to adjust residual values, increase depreciation, hold assets longer than planned, or experience increased losses on sale.

(Gain) loss on disposition of property and equipment, net

  

Year ended December 31,

 

(dollars in thousands)

 

2022

  

2021

 

Gain on disposition of property and equipment, net

 $(40,322) $(3,799)

% of total revenue

  (3.3%)  (0.4%)

% of freight revenue

  (3.9%)  (0.4%)

The increase in gain on disposition of property and equipment, net are primarily the result of the $38.5 million gain on sale of a California terminal in the third quarter of 2022.

For 2023 we expected reduced gains on disposition of property and equipment as compared to 2022 as a result of having no large real property sales planned, however, we expect this decrease to be partially offset by an increase in used tractor sales as we return to a more normalized equipment replacement cycle.

Interest expense, net

  

Year ended December 31,

 

(dollars in thousands)

 

2022

  

2021

 

Interest expense, net

 $3,083  $2,791 

% of total revenue

  0.3%  0.3%

% of freight revenue

  0.3%  0.3%

For the period presented, the change in interest expense, net is 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, the implementation of our revenue equipment replacement plan between now and the end of 2023, increasing interest rates, and our ability to continue to generate profitable results and maintain lower leverage than we have historically.

Income from equity method investment

  

Year ended December 31,

 

(in thousands)

 

2022

  

2021

 

Income from equity method investment

 $25,193  $14,782 

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. For the year ended December 31, 2022, our earnings resulting from our investment in TEL increased to $25.2 million. The increase in 2022 as compared to 2021 is the result of a combination of a rapidly growing business and gains on sale of used equipment that resulted from a constricted used equipment capacity in the transportation market that increased income from both equipment sales and leasing. 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 quarter to quarter and therefore our income from investment to similarly fluctuate. We expect TEL's results for 2023 to remain similar to those of 2022.

Income tax expense

  

Year ended December 31,

 

(dollars in thousands)

 

2022

  

2021

 

Income tax expense

 $34,860  $20,962 

% of total revenue

  2.9%  2.0%

% of freight revenue

  3.3%  2.2%

The increase in tax expense primarily relates to the increase in operating income and earnings on investment in TEL as described above.

The effective tax rate is different from the expected combined tax rate due primarily to state tax expense and permanent differences, such as executive compensation disallowance in 2021. The nondeductible effect of the per diem payments was temporarily suspended for 2021 and 2022 in accordance with IRS guidance issued during the quarter ended December 31, 2021. The rate impact of these items 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 under "Reportable Segments and Service Offerings" in Part I, Item 1 of this Annual Report on Form 10-K.

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

  

Year ended December 31,

 

(in thousands)

 

2022

  

2021

 

Revenues:

        

Expedited

 $452,713  $337,063 

Dedicated

  362,997   324,541 

Managed Freight

  320,985   321,236 

Warehousing

  80,163   63,163 

Total revenues

 $1,216,858  $1,046,003 
         

Operating Income (Loss):

        

Expedited

 $60,552  $33,064 

Dedicated

  21,087   (1,357)

Managed Freight

  36,858   32,461 

Warehousing

  2,185   2,994 

Total operating income

 $120,682  $67,162 

Comparison of Year Ended December 31, 2022 to Year Ended December 31, 2021

Our Expedited total revenue increased $115.7 million, as freight revenue increased $66.0 million and fuel surcharge revenue increased $49.6 million. The increase in Expedited freight revenue relates to an increase in average freight revenue per tractor per week of 17.0% compared to 2021 as well as a 42 (or 5.0%) average tractor increase. The increase in average freight revenue per tractor per week is the result of a 17.8%, or 35.1 cents per mile, increase in average rate per total mile partially offset by an approximately 0.7% decrease in average miles per tractor when compared to 2021. Seated team driven tractors increased approximately 9.1% to an average of 776 teams in 2022 from 711 teams in 2021. 

Our Dedicated total revenue increased $38.5 million, as freight revenue increased $14.3 million and fuel surcharge revenue increased $24.1 million. The increase in Dedicated freight revenue relates to an increase in average freight revenue per tractor per week of 16.3%, partially offset by a 149 (or 9.6%) average tractor decrease, compared to 2021. The increase in average freight revenue per tractor per week is the result of a 20.1%, or 44.1 cents per mile increase in average rate per total mile, partially offset by 3.1% fewer miles per tractor.

Managed Freight total revenue decreased $0.3 million in 2022, compared to 2021 as a result of reduced volumes of overflow freight from both Expedited and Dedicated truckload operations. With the softening freight market, we anticipate the revenue attributable to overflow freight to continue to decline.

The $17.0 million increase in Warehousing revenue as a result of period-over-period new customer business as well as rate increases with existing customers.

Total operating income was $120.7 million in 2022, compared to operating income of $67.2 million in 2021. In addition to the changes in revenue described above, the change was impacted by an $88.2 million, $17.8 million, and $16.0 million increase in Expedited, Warehousing, and Dedicated operating expenses, respectively, partially offset by a $4.6 million decrease in Managed Freight operating expenses. 

The increase in Expedited and Dedicated operating expenses was primarily due to driver and non-driver pay increases since 2021, and increased maintenance costs as a result of an increase in the average age of equipment and increases in the costs of parts and labor. Additionally, we've experienced increased overage, shortage, and damage expenses and insurance related expense when compared to 2021. The increased insurance expense is the result of unfavorable developments on a small number of prior period claims, as well as claims experience during 2022, partially offset by lower accident rates. The early lease abandonment and disposal charges for tractors pulled from operations during the fourth quarter of 2022, have also been the source of significant operational headwinds throughout the year due to poor fuel economy, unusually high maintenance costs, and elevated down time and also unfavorably impacted Expedited and Dedicated operating expenses as compared to 2021. These increases were partially offset by the $38.5 million gain on sale of a California terminal in the third quarter of 2022.

The decrease in Managed Freight operating expenses is the result of the changes in revenue driving changes in variable expenses, primarily purchased transportation. The increase in Warehousing operating expenses is a result of non-recurring temporary incremental costs associated with new startup business and the costs of securing additional unoccupied leased space in key locations, consistent with our longer-term growth strategy. We expect the startup and lease costs to normalize in 2023, improving margins. In our asset-light reportable segments, we are prioritizing growth, focusing on talent acquisition and technology enhancements.

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 through purchases and finance leases to increase as a percentage of our fleet as we decrease our use of operating leases for revenue equipment. 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 $66.5 million and $45.8 million at December 31, 2022 and 2021, 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 2.1 years, 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 December 31, 2022 and December 31, 2021 we had $179.6 million and $74.3 million in debt and lease obligations, respectively, consisting of the following:

No outstanding borrowings under the Credit Facility, respectively;

No outstanding borrowings under the Draw Note, respectively;

$88.9 million and $4.5 million in revenue equipment installment notes, respectively;

$20.3 million and $21.5 million in real estate notes, respectively;

$5.8 million and $10.8 million of the principal portion of financing lease obligations, respectively, and;

$64.6 million and $37.4 million of the operating lease obligations, respectively.

The increase in our revenue equipment installment notes was primarily due to replacing our older revenue equipment with new equipment as part of our trade cycle. The increase in operating lease obligations was primarily due to additional facilities for new Warehousing customers as well as new operating leases for revenue equipment as part of our trade cycle, partially offset by amortization of the operating lease liability. While we entered into a small number of operating leases for revenue equipment during 2022, as of December 31, 2022, 510 tractors and 121 trailers were financed under operating leases or short term rentals, compared to 665 tractors and 103 trailers that were financed under operating leases or short term rentals as of December 31, 2021.

As of December 31, 2022, we had no borrowings outstanding, undrawn letters of credit outstanding of approximately $23.9 million, and available borrowing capacity of $86.1 million under the Credit Facility. Additionally, we had availability of a $45.0 million line of credit from Triumph Bank ("Triumph") which is available solely to fund any indemnification owed to Triumph in relation to the sale of TFS. See Note 1, "Summary of Significant Accounting Policies," of the accompanying consolidated financial statements for more information regarding our indemnification obligation to Triumph. Fluctuations in the outstanding balance and related availability under our Credit Facility are driven primarily by cash flows from operations and the timing and nature of property and equipment additions that are not funded through notes payable and leases, 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. Refer to Note 8, “Debt” of the accompanying consolidated financial statements for further information about material debt agreements.

Our net capital expenditures for the year ended December 31, 2022 totaled $47.5 million of expenditures as compared to $8.9 million of proceeds for the prior year. For 2023, we are planning for a sizable increase in net capital expenditures as we return to a more normalized equipment replacement cycle. This replacement effort will occur against a backdrop of substantial price increases for new equipment. The timing, cost, and projected fleet net capital expenditures will depend on how these factors play out. Our baseline expectation for 2023 fleet net capital expenditures is a range of $75 million to $85 million, assuming scheduled deliveries and strong but moderating sale prices for used equipment. These assumptions are subject to risk. For example, global supply chain disruptions could impact the availability of tractors and trailers and lead to increased pricing on new and used equipment. Net gains on disposal of equipment and real estate for 2022 were $40.3 million compared to $3.8 million in 2021 primarily due to the $38.5 million gain on a California terminal during 2022.

We had commitments outstanding at December 31, 2022, to acquire revenue equipment totaling approximately $156.6 million in 2023 versus commitments at December 31, 2022 of approximately $73.8 million. These commitments are cancelable, subject to certain adjustments in the underlying obligations and benefits.

We distributed a total of $4.3 million to stockholders during 2022 through dividends.

We believe we have sufficient liquidity to satisfy our cash needs, however we continue to evaluate and act, as necessary, to maintain sufficient liquidity to ensure our ability to operate during these unprecedented times. We will continue to evaluate the nature and extent of the potential short-term and long-term impacts to our business.

Cash Flows

Net cash flows provided by operating activities increased to $159.2 million in 2022, compared with $73.2 million in 2021, primarily due to a $108.7 million of net income, including the $38.5 million gain on sale of a California terminal, and a decrease in receivables and driver advances as a result of a decrease in our average receivable days outstanding. These increases were partially offset by decreases to non-cash expenses compared to the prior year.

Net cash flows used by investing activities were $86.2 million in 2022, compared with $10.3 million provided in 2021. The change in net cash flows related to investing activities was primarily the result of the February 2022 acquisition of AAT partially offset by the sale of a California terminal during the third quarter of 2022. The change is also due to the timing of our trade cycle whereby we took delivery of approximately 458 new company tractors and disposed of approximately 223 used tractors in 2022, compared to delivery of 247 new company tractors and disposal of 362 used company tractors in 2021.

Net cash flows used in financing activities were approximately $12.8 million in 2022, compared to $83.6 million in 2021. The decrease in net cash flows used in financing activities was primarily the result of net proceeds relating to notes payable, the Draw Note, and our Credit Facility of $77.7 million in 2022, compared to net repayments of $70.7 million in 2021, partially offset by the repurchase of $84.7 million of shares of our Class A common stock during 2022, compared to $10.3 million during 2021, as well as the payment of approximately $4.3 million in dividends during 2022.

On January 25, 2021, our Board approved the repurchase of up to $40.0 million of our outstanding Class A common stock. Under such authorization, we repurchased 0.5 million shares of our Class A common stock for $8.1 million during the three months ended March 31, 2021. On August 5, 2021, our Board increased such authorization to $40.0 million. As of January 1, 2022, there was approximately $38.0 million remaining under such authorization. On February 10, 2022, our Board adopted a 10b5-1 plan for the purchase of up to $30.0 million in shares subject to defined trading parameters, under our then current stock repurchase program. Under such authorization, we repurchased 1.4 million shares of our Class A common stock for $30.0 million completing the program in May 2022. On May 18, 2022 our Board approved a new stock repurchase authorization of up to $75.0 million of our Class A common stock, with any remaining amount available under prior authorizations being excluded and no longer available. Under such authorization, we repurchased 2.0 million shares of our Class A common stock for $54.7 million during 2022. On January 30, 2023, the Board approved an amendment to the Company's stock repurchase program authorizing the purchase of up to an aggregate $55 million of our Class A common stock. The amendment added an incremental approximately $37.5 million to the approximately $17.5 million that was then-remaining under the program. We repurchased an additional 0.3 million shares of our Class A common stock through February 24, 2023, for a total of 3.7 million shares repurchased since February 2022.

Our cash flows may fluctuate depending on capital expenditures, future stock repurchases, dividends, strategic investments or divestitures, any indemnification calls related to the TFS settlement, and the extent of future income tax obligations and refunds.

Non-GAAP Financial Measures

Operating Ratio

Operating Ratio (“OR”) For 2022 and 2021:

(dollars in thousands)

 

For the twelve months ended December 31, 2022

 

GAAP Operating Ratio:

 

Combined

  

Expedited

  

Dedicated

  

Managed Freight

  

Warehousing

 

Total revenue

 $1,216,858  $452,713  $362,997  $320,985  $80,163 

Total operating expenses

  1,096,176   392,161   341,910   284,127   77,978 

Operating income (loss)

 $120,682  $60,552  $21,087  $36,858  $2,185 

Operating ratio

  90.1%  86.6%  94.2%  88.5%  97.3%

(dollars in thousands)

 

For the twelve months ended December 31, 2022

 

Adjusted Operating Ratio:

 

Combined

  

Expedited

  

Dedicated

  

Managed Freight

  

Warehousing

 

Total revenue

 $1,216,858  $452,713  $362,997  $320,985  $80,163 

Fuel surcharge revenue

  (170,462)  (97,353)  (71,798)  -   (1,311)

Freight revenue (total revenue, excluding fuel surcharge)

  1,046,396   355,360   291,199   320,985   78,852 
                     

Total operating expenses

  1,096,176   392,161   341,910   284,127   77,978 

Adjusted for:

                    

Fuel surcharge revenue

  (170,462)  (97,353)  (71,798)  -   (1,311)

Amortization of intangibles (1)

  (4,306)  (1,956)  (1,173)  (141)  (1,036)

Gain on sale of terminals, net

  38,542   21,223   17,319   -   - 

Contingent consideration liability adjustment

  (813)  (813)  -   -   - 

Abandonment of revenue equipment

  (9,985)  (3,829)  (6,156)  -   - 

Adjusted operating expenses

  949,152   309,433   280,102   283,986   75,631 

Adjusted operating income

 $97,244  $45,927  $11,097  $36,999  $3,221 

Adjusted operating ratio

  90.7%  87.1%  96.2%  88.5%  95.9%

(1) "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets.

(dollars in thousands)

 

For the twelve months ended December 31, 2021

 

GAAP Operating Ratio:

 

Combined

  

Expedited

  

Dedicated

  

Managed Freight

  

Warehousing

 

Total revenue

 $1,046,003  $337,063  $324,541  $321,236  $63,163 

Total operating expenses

  978,841   303,999   325,898   288,775   60,169 

Operating income (loss)

 $67,162  $33,064  $(1,357) $32,461  $2,994 

Operating ratio

  93.6%  90.2%  100.4%  89.9%  95.3%

(dollars in thousands)

 

For the twelve months ended December 31, 2021

 

Adjusted Operating Ratio:

 

Combined

  

Expedited

  

Dedicated

  

Managed Freight

  

Warehousing

 

Total revenue

 $1,046,003  $337,063  $324,541  $321,236  $63,163 

Fuel surcharge revenue

  (96,090)  (47,713)  (47,678)  -   (699)

Freight revenue (total revenue, excluding fuel surcharge)

  949,913   289,350   276,863   321,236   62,464 
                     

Total operating expenses

  978,841   303,999   325,898   288,775   60,169 

Adjusted for:

                    

Fuel surcharge revenue

  (96,090)  (47,713)  (47,678)  -   (699)

Amortization of intangibles (1)

  (4,043)  -   (2,097)  (525)  (1,421)

Adjusted operating expenses

  878,708   256,286   276,123   288,250   58,049 

Adjusted operating income

 $71,205  $33,064  $740  $32,986  $4,415 

Adjusted operating ratio

  92.5%  88.6%  99.7%  89.7%  92.9%

(1) "Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets.

In addition to operating ratio, we use "adjusted operating ratio" as a key measure of profitability. Adjusted operating ratio means operating expenses, net of fuel surcharge revenue and intangibles amortization, expressed as a percentage of revenue, excluding fuel surcharge revenue. Adjusted operating ratio is not a substitute for operating ratio measured in accordance with GAAP. There are limitations to using non-GAAP financial measures. 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. 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

Operating Ratio (“OR”) From 2015 to 2017 
                   
GAAP Operating Ratio: 2017  OR %  2016  OR %  2015  OR % 
Total revenue $705,007     $670,651     $724,240    
Total operating expenses  676,852   96.0%  638,204   95.2%  656,458   90.6%
Operating income $28,155      $32,447      $67,782     
                         
Adjusted Operating Ratio:2017  Adj. OR %  2016  Adj. OR %  2015  Adj. OR % 
Total revenue $705,007      $670,651      $724,240     
Less: Fuel surcharge revenue:  78,198       59,806       84,120     
Revenue (excluding fuel surcharge revenue)  626,809       610,845       640,120     
                         
Total operating expenses  676,852       638,204       656,458     
Less: Fuel surcharge revenue  78,198       59,806       84,120     
Total operating expenses (net of fuel surcharge revenue)  598,654   95.5%  578,398   94.7%  572,338   89.4%
Operating income $28,155      $32,447      $67,782     

Outlook

For 2018, we are forecasting sequential operating income improvement throughout the year. We believe the combination of an improving economy, tightening truckload supply dynamics, industry regulatory changes including the ELD mandate and its enforcement, depleting inventories, year-over-year net fuel expense savings from our improved fuel hedge positions, and further operational progress at SRT should deliver increased pre-tax earnings for the full year of 2018. In addition, we expect earnings improvement from the estimated favorable effective tax rate impact of the Tax Cuts and Jobs Act of 2017. We are currently estimating our 2018 effective income tax rate to be in the range of 24.0% to 27.0%. We expect year-over-year average freight revenue per truck to be positive by a mid-to-high single digit percentage, inflecting more positively later in the year as a large portion of annual contractual rate revisions are implemented during the second quarter of 2018. Our expectation of positive year-over-year pretax income includes higher employee wages for each quarter of 2018 versus comparable 2017 quarters. We also expect a decline in the operating income of our non-asset based logistics service offering to partially offset the forecasted operating income improvement for our Truckload service offering. Within the non-asset based logistics service offering, we expect some margin deterioration resulting from higher purchased transportation expense, coupled with planned investments in strategic employees and a new transport management system designed to enhance our supply chain services and growth potential.  From a balance sheet perspective, with net capital expenditures scheduled to be below normal due to the timing of our expected replacement cycle, along with anticipated positive operating cash flows, we expect to further reduce combined balance sheet and off-balance sheet debt over the course of fiscal 2018.

RESULTS OF CONSOLIDATED OPERATIONS

The following table sets forth total revenue and freight revenue (total revenue less fuel surcharge revenue) for the periods indicated:

Revenue

  Year ended December 31, 
(in thousands) 2017  2016  2015 
Revenue:         
Freight revenue $626,809  $610,845  $640,120 
Fuel surcharge revenue  78,198   59,806   84,120 
Total revenue $705,007  $670,651  $724,240 

For 2017, total revenue increased $34.4 million, or 5.1%, to $705.0 million from $670.7 million in 2016.  Freight revenue increased $16.0 million, or 2.6%, to $626.8 million for 2017, from $610.8 million in 2016, while fuel surcharge revenue increased $18.4 million year-over-year.  The increase in freight revenue resulted from a $22.8 million increase in revenues from Managed Freight, partially offset by a $6.8 million decrease in freight revenue from our Truckload segment.

The decrease in 2017 Truckload revenue relates to a $4.2 million decrease in freight revenue contributed by our temperature-controlled intermodal service offering, a decrease in our average tractor fleet of 1.4% from 2016, partially offset by an increase in average freight revenue per tractor per week of 0.9% compared to 2016.  The increase in average freight revenue per tractor per week is the result of a 2.1% increase, or 3.6 cents per mile, in average rate per total mile, partially offset by a 1.4% decrease in average miles per unit when compared to 2016.  Team driven units decreased approximately 11.6% to an average of 912 teams in 2017 from 1,032 teams in 2016.

The increase in Managed Freight revenue is primarily as a result of spot market opportunities related to the hurricane-affected regions during 2017 and growth with existing customers compared with the same 2016 periods.

For 2016, total revenue decreased $53.6 million, or 7.4%, to $670.7 million from $724.2 million in 2015.  Freight revenue decreased $29.3 million, or 4.6%, to $610.8 million for 2016, from $640.1 million in 2015, while fuel surcharge revenue decreased $24.3 million year-over-year.  The decrease in freight revenue resulted from a $30.4 million decrease in freight revenue from our Truckload segment, partially offset by a $1.1 million increase in revenues from Managed Freight.

The decrease in 2016 Truckload revenue relates to a decrease in average freight revenue per tractor per week of 2.2% compared to 2015 and a decrease in our average tractor fleet of 3.9% from 2015, partially offset by a $1.7 million increase in freight revenue contributed by our temperature-controlled intermodal service offering. The decrease in average freight revenue per tractor per week is the result of a 1.3% decrease, or 2.2 cents per mile, in average rate per total mile and a 0.6% decrease in average miles per unit when compared to 2015.  Team driven units increased approximately 5.3% to an average of approximately 1,000 teams in 2016 from approximately 950 teams in 2015.

The increase in Managed Freight revenue is primarily the result of improved coordination with our Truckload segment, additional business from new customers added during the year, and the full year effect of a large customer added in 2015.

If capacity tightens as a result of regulations impacting the industry or economic growth, we expect the pricing environment to improve into 2018 and 2019, offset in part by higher driver pay and other inflationary costs. Further, in the fourth quarter of 2017, we exited the temperature-controlled intermodal business, which provided $11.0 million of total revenue in 2017, in order to focus on our objective to continue improvements at SRT, which could result in more muted revenue growth at SRT.

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.  As it relates to the comparison of expenses to freight revenue, we believe removing fuel surcharge revenue, which is sometimes a volatile source of revenue, affords a more consistent basis for comparing the results of operations from period-to-period.  Nonetheless, freight revenue is a non-GAAP financial measure and is not a substitute for revenue measured in accordance with GAAP. There are limitations to using non-GAAP financial measures.  Our Board and management focus on our freight revenue as an indicator of our performance from period to period. We believe our presentation of freight revenue 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 freight revenue improves comparability in analyzing our period-to-period performance, it could limit comparability to other companies in our industry, if those companies define freight revenue differently. Because of these limitations, freight revenue should not be considered a measure of total revenue generated by or available to our business. Management compensates for these limitations by primarily relying on GAAP results and using non-GAAP financial measures on a supplemental basis.

Salaries, wages, and related expenses

  Year ended December 31, 
(dollars in thousands) 2017  2016  2015 
Salaries, wages, and related expenses $241,784  $234,526  $244,779 
% of total revenue  34.3%  35.0%  33.8%
% of freight revenue  38.6%  38.4%  38.2%

Salaries, wages, and related expenses increased approximately $7.3 million, or 3.1%, for the year ended December 31, 2017, compared with 2016.  As a percentage of total revenue, salaries, wages, and related expenses decreased to 34.3% of total revenue for the year ended December 31, 2017, as compared to 35.0% in 2016.  As a percentage of freight revenue, salaries, wages, and related expenses increased slightly to 38.6% of freight revenue for the year ended December 31, 2017, from 38.4% in 2016. The change in salaries, wages, and related expenses is primarily due to pay adjustments for both driver and non-drivers since 2016 and an increase in non-driver incentive compensation. Additionally, fees paid to third party agents increased $1.1 million as a result of improved Managed Freight revenue and workers’ compensation costs increased approximately 0.4 cents per mile as compared to the historic lows of 2016.

Salaries, wages, and related expenses decreased approximately $10.3 million, or 4.2%, for the year ended December 31, 2016, compared with 2015.  As a percentage of total revenue, salaries, wages, and related expenses increased to 35.0% of total revenue for the year ended December 31, 2016, as compared to 33.8% in 2015.  As a percentage of freight revenue, salaries, wages, and related expenses increased slightly to 38.4% of freight revenue for the year ended December 31, 2016, from 38.2% in 2015. Salaries, wages, and related expenses decreased significantly on an overall dollar basis as a result of a 3.9% decrease in average tractors, but were relatively flat as a percentage of freight revenue, primarily due to pay adjustments for both driver and non-drivers since 2015, partially offset by a decrease in non-driver incentive compensation as a result of reduced profitability in 2016 versus 2015. Additionally, group insurance costs decreased approximately $2.3 million from 2015 as a result of better claims experience.

Going forward, we believe salaries, wages, and related expenses will increase as a result of a tight driver market, wage inflation, higher healthcare costs, and, in certain periods, increased incentive compensation due to better performance. In particular, we expect driver pay to increase as we look to reduce the number of unseated tractors in our fleet in a tight market for drivers. Additionally, when the freight market allows for an increase in rates 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 owner operators and our Managed Freight segment, for which payments are reflected in the purchased transportation line item.

Fuel expense

  Year ended December 31, 
(dollars in thousands) 2017  2016  2015 
Fuel expense $103,139  $103,108  $122,160 
% of total revenue  14.6%  15.4%  16.9%

We receive a fuel surcharge on our loaded miles from most shippers; however, this does not cover the entire increase in fuel prices 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 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 averaged approximately $0.35 cents per gallon higher in 2017 than 2016 and $0.40 cents per gallon lower in 2016 than 2015.

Additionally, $4.1 million, $16.7 million, and $15.3 million were reclassified from accumulated other comprehensive income (loss)  to our results from operations for the years ended December 31, 2017, 2016, and 2015, respectively, as additional fuel expense for 2017, 2016 and 2015, related to losses on fuel hedge contracts that expired.  We previously evaluated these contracts for "hedge effectiveness," which is the extent to which the hedge contract effectively offsets changes in cash flows that the contract was intended to offset.  At December 31, 2017, all fuel hedge contracts were deemed to be effective and thus continue to qualify as cash flow hedges. As a result of our early adoption of ASU 2017-12, we are no longer required to measure or record hedge ineffectiveness.

To measure the effectiveness of our fuel surcharge program, we subtract fuel surcharge revenue (other than the fuel surcharge revenue we reimburse to owner operators 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 collection, 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:

  Year ended December 31, 
(dollars in thousands) 2017  2016  2015 
Total fuel surcharge $78,198  $59,806  $84,120 
Less:  Fuel surcharge revenue reimbursed to owner operators and other third parties  7,997   6,250   7,790 
Company fuel surcharge revenue $70,201  $53,556  $76,330 
Total fuel expense $103,139  $103,108  $122,160 
Less: Company fuel surcharge revenue  70,201   53,556   76,330 
Net fuel expense $32,938  $49,552  $45,830 
% of freight revenue  5.3%  8.1%  7.2%

Total fuel expense remained flat for the year ended December 31, 2017, compared with 2016.  As a percentage of total revenue, total fuel expense decreased to 14.6% for the year ended December 31, 2017, from 15.4% in 2016. As a percentage of freight revenue, total fuel expense decreased to 16.5% of freight revenue for the year ended December 31, 2017, from 16.9% in 2016.  These increases primarily related to higher fuel prices in 2017, offset by net losses from fuel hedging transactions of $4.1 million in 2017 compared to $16.7 million in 2016.

Net fuel expense decreased $16.6 million, or 33.5%, for the year ended December 31, 2017 compared to 2016.  As a percentage of freight revenue, net fuel expense decreased 2.9% for the year ended December 31, 2017 compared to 2016.  These decreases primarily resulted from higher fuel surcharge recovery as a result of decreased broker freight and the tiered reimbursement structure of certain fuel surcharge agreements. The decreases were partially offset by a greater percentage of miles driven by owner operators, where we pay a rate that reflects then-existing fuel prices and we do not have the natural hedge created by fuel surcharge.

For the year ended December 31, 2016, total fuel expense decreased approximately $19.1 million, or 15.6%, compared with 2015.  As a percentage of total revenue, total fuel expense decreased to 15.4% of total revenue for the year ended December 31, 2016, from 16.9% in 2015. As a percentage of freight revenue, total fuel expense decreased to 16.9% of freight revenue for the year ended December 31, 2016, from 19.1% in 2015.  These decreases primarily related to lower fuel prices and an increase in our average fuel miles per gallon during 2016 as a result of purchasing equipment with more fuel-efficient engines.  The decreases were partially offset by increased net losses from fuel hedging transactions of $16.7 million in 2016 compared to $13.9 million in 2015.

Net fuel expense increased $3.7 million, or 8.1%, for the year ended December 31, 2016 compared to 2015.  As a percentage of freight revenue, net fuel expense increased 0.9% for the year ended December 31, 2016 compared to 2015.  These increases primarily resulted from lower fuel surcharge recovery as a result of increased broker freight and the tiered reimbursement structure of certain fuel surcharge agreements. The increases were partially offset by improved miles per gallon due to new engine technology, internal fuel efficiency initiatives, and a greater percentage of miles driven by owner operators, where we pay a rate that reflects then-existing fuel prices and we do not have the natural hedge created by fuel surcharge.

We expect to continue managing our idle time and tractor speeds, investing in more fuel-efficient tractors to improve our miles per gallon, locking in fuel hedges when deemed appropriate, and partnering with customers to adjust fuel surcharge programs that are inadequate to recover a fair portion of fuel costs.  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 by refrigerated operation (which uses diesel fuel for refrigeration, but usually does not recover fuel surcharges on refrigeration fuel), percentage of revenue generated from owner operators, the success of fuel efficiency initiatives, and gains and losses on fuel hedging contracts.

Given recent historical lows, we would expect diesel fuel prices to increase over the next few years. We are continuing our efforts to increase our ability to recover fuel surcharges under our customer contracts for fuel used in refrigeration units. If these efforts are successful, it could give rise to an increase in fuel surcharges recovered and a corresponding decrease in net fuel expense. Also, due to hedging contracts being locked in at a fixed rate on a portion of the fuel gallons we expect to use in 2018, we expect net fuel expense to decline in 2018 if fuel prices remain flat or increase. We do not currently have fuel hedging contracts for periods beyond 2018.

Operations and maintenance

  Year ended December 31, 
(dollars in thousands) 2017  2016  2015 
Operations and maintenance $48,774  $45,864  $46,458 
% of total revenue  6.9%  6.8%  6.4%
% of freight revenue  7.8%  7.5%  7.3%

Operations and maintenance increased $2.9 million, or 6.3%, for the year ended December 31, 2017, compared with 2016.  As a percentage of total revenue, operations and maintenance remained relatively flat at 6.9% of total revenue in 2017, compared with 6.8% in 2016.  As a percentage of freight revenue, operations and maintenance increased to 7.8% of freight revenue for 2017, from 7.5% in 2016, primarily due to extending the trade cycle of our tractors in the second half of 2016, as well as unloading and other operational costs associated with our increase in dedicated freight that was added since the first quarter of 2016.

For the year ended December 31, 2016, operations and maintenance decreased $0.6 million, or 1.3%, compared with 2015.  As a percentage of total revenue, operations and maintenance remained relatively flat at 6.8% of total revenue in 2016, compared with 6.4% in 2015.  As a percentage of freight revenue, operations and maintenance increased to 7.5% of freight revenue for 2016, from 7.3% in 2015 due to an increase in unloading and other operational costs associated with our increase in dedicated freight, partially offset by lower maintenance cost on our revenue equipment.

Going forward, we believe this category will fluctuate based on several factors, including our continued ability to maintain a relatively young fleet, accident severity and frequency, weather, and the reliability of new and untested revenue equipment models.

Revenue equipment rentals and purchased transportation

  Year ended December 31, 
(dollars in thousands) 2017  2016  2015 
Revenue equipment rentals and purchased transportation $141,954  $117,472  $118,583 
% of total revenue  20.1%  17.5%  16.4%
% of freight revenue  22.6%  19.2%  18.5%

Revenue equipment rentals and purchased transportation increased approximately $24.5 million, or 20.8%, for the year ended December 31, 2017, compared with 2016.  As a percentage of total revenue, revenue equipment rentals and purchased transportation increased to 20.1% of total revenue for the year ended December 31, 2017, from 17.5% in 2016.  As a percentage of freight revenue, revenue equipment rentals and purchased transportation increased to 22.6% of freight revenue for the year ended December 31, 2017, from 19.2% in 2016. These changes were primarily the result of a $19.8 million increase in payments to third-party transportation providers primarily related to increased revenues for our Managed Freight segment and the increased need for outside capacity to meet the demands of peak season for our Truckload services. Additionally, the percentage of the total miles run by owner-operators increased from 9.7% for 2016 to 10.3% for 2017. These increases were partially offset by reduced expenses resulting from a reduction and subsequent elimination of our temperature-controlled intermodal service offering.

For the year ended December 31, 2016, revenue equipment rentals and purchased transportation decreased approximately $1.1 million, or 0.9%, compared with 2015.  As a percentage of total revenue, revenue equipment rentals and purchased transportation increased to 17.5% of total revenue for the year ended December 31, 2016, from 16.4% in 2015.  As a percentage of freight revenue, revenue equipment rentals and purchased transportation increased to 19.2% of freight revenue for the year ended December 31, 2016, from 18.5% in 2015. These changes were primarily the result of a $0.7 million increase in payments to third-party transportation providers related to increased revenues for our Managed Freight segment and growth of our temperature-controlled intermodal service offering.  These increases were partially offset by a decrease in leased equipment rental payments due to a reduction in our trailers under operating leases from 2,239 at December 31, 2015 to 1,695 at December 31, 2016. We expect revenue equipment rentals to decrease going forward as a result of our increase in acquisition of revenue equipment through financed purchases or capital leases rather than operating leases.  As discussed below, this decrease may be partially or fully offset by an increase in purchased transportation as we expect to continue to grow our Managed Freight segment.

We expect purchased transportation to increase as we seek to grow our Managed Freight segment. In addition, if fuel prices continue to increase, it would result in a further increase in what we pay third party carriers and owner operators.  However, this expense category will fluctuate with the number and percentage of loads hauled by owner operators, 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 growth of our intermodal service offerings, and the amount of fuel surcharge revenue passed through to the third party carriers and owner operators will affect this expense category.  If industry-wide trucking capacity were to tighten in relation to freight demand, we may need to increase the amounts we pay to third-party transportation providers, owner operators, and intermodal transportation providers, which could increase this expense category on an absolute basis and as a percentage of freight revenue absent an offsetting increase in revenue. We continue to actively recruit owner operators and, if we are successful, we would expect this line item to increase as a percentage of revenue. Further, we exited the temperature-controlled intermodal business in the fourth quarter of 2017 in order to focus on our objective to continue improvements at SRT. As a result, we expect purchased transportation costs at SRT to decrease going forward, which could partially offset any increase in consolidated purchased transportation.

Operating taxes and licenses

  Year ended December 31, 
(dollars in thousands) 2017  2016  2015 
Operating taxes and licenses $9,878  $11,712  $11,016 
% of total revenue  1.4%  1.7%  1.5%
% of freight revenue  1.6%  1.9%  1.7%

Operating taxes and licenses decreased approximately $1.8 million, or 15.7%, for the year ended December 31, 2017, compared with 2016.  As a percentage of total revenue, operating taxes and licenses decreased to 1.4% of total revenue for the year ended December 31, 2017, from 1.7% in 2016.  As a percentage of freight revenue, operating taxes and licenses decreased to 1.6% of freight revenue for the year ended December 31, 2017, from 1.9% in 2016. The decrease in operating taxes and licenses, including as a percentage of total revenue and freight revenue, is primarily due to the settlement of a property tax matter that resulted in a decrease of a prior year’s assessment and related refund, as well as a lower truck count.

For the 2016 year compared to 2015, the change in operating taxes and licenses was not significant as either a percentage of total revenue or freight revenue.

Insurance and claims

  Year ended December 31, 
(dollars in thousands) 2017  2016  2015 
Insurance and claims $33,155  $32,596  $31,909 
% of total revenue  4.7%  4.9%  4.4%
% of freight revenue  5.3%  5.3%  5.0%

Insurance and claims, consisting primarily of premiums and deductible amounts for liability, physical damage, and cargo damage insurance and claims, increased approximately $0.6 million, or 1.7%, for year ended December 31, 2017, compared to 2016.  As a percentage of total revenue, insurance and claims decreased to 4.7% of total revenue for the year ended December 31, 2017, from 4.9% in 2016.  As a percentage of freight revenue, insurance and claims remained flat at 5.3% of freight revenue for the years ended December 31, 2017 and 2016. The change in total revenue resulted from increased accident severity early in 2017, partially offset by an 8.2% improvement in DOT reportable accidents per million miles driven for the 2017 year. Total insurance cost increased to 10.7 cents per mile for 2017 from 10.3 cents per mile in 2016.

Insurance and claims increased approximately $0.7 million, or 2.2%, for year ended December 31, 2016, compared to 2015.  As a percentage of total revenue, insurance and claims increased to 4.9% of total revenue for the year ended December 31, 2016, from 4.4% in 2015.  As a percentage of freight revenue, insurance and claims increased to 5.3% of freight revenue for the year ended December 31, 2016, from 5.0% in 2015. These increases are primarily related to the $3.6 million benefit in the second quarter of 2015 from commutation of our auto liability policy for the period from April 1, 2013, through September 30, 2014.  These increases also resulted from increased accident severity, resulting in total insurance cost increasing to 10.3 cents per mile for 2016 from 9.6 cents per mile in 2015. These increases were partially offset by decreased accident rates in 2016, as measured by a 6.8% improvement in DOT reportable accidents per million miles driven at 0.82% – the second lowest in the last ten years.

Our auto liability (personal injury and property damage), cargo, and general liability insurance programs include significant self-insured retention amounts.  The auto liability policy contains a feature whereby we are able to retroactively obtain a partial refund of the premium in exchange for taking on the liability for incidents that occurred during the period and releasing the insurers.  This is referred to as "commuting" the policy or "policy commutation."  In several past periods, including the policy period from April 1, 2013, through September 30, 2014, commuted in 2015, we have commuted the policy, which has lowered our insurance and claims expense. We are also self-insured for physical damage to our equipment.  Because of these significant self-insured exposures, insurance and claims expense may fluctuate significantly from period-to-period. Any increase in frequency or severity of claims, or any increases to then-existing reserves, could adversely affect our financial condition and results of operations.  We have accrued a reserve in connection with a judgment that was rendered against us based on a 2008 cargo claim.  We recorded an additional $0.9 million of expense in the first quarter of 2017 in order to accrue additional legal fees and pre-judgment interest since the time of our previous appeal.  We are currently pursuing a second appeal to the Sixth Circuit Court of Appeals related to the District Court’s decision on damages.  If these further proceedings are resolved favorably to us, any reduction of the accrual could reduce insurance and claims expense in the period in which the claim is resolved. On the other hand, if the proceedings are not resolved favorably, insurance and claims expense may increase as a result of continuing litigation expenses, including pre and post judgment interest. We periodically evaluate strategies to efficiently reduce our insurance and claims expense, which in the past have included the commutation of our auto liability insurance policy.  We intend to evaluate our ability to commute the current policy and any such commutation could significantly impact insurance and claims expense.

Communications and utilities

  Year ended December 31, 
(dollars in thousands) 2017  2016  2015 
Communications and utilities $6,938  $6,057  $6,162 
% of total revenue  1.0%  0.9%  0.9%
% of freight revenue  1.1%  1.0%  1.0%

For the periods presented, the changes in communications and utilities were not significant as either a percentage of total revenue or freight revenue.

General supplies and expenses

  Year ended December 31, 
(dollars in thousands) 2017  2016  2015 
General supplies and expenses $14,783  $14,413  $14,007 
% of total revenue  2.1%  2.1%  1.9%
% of freight revenue  2.4%  2.4%  2.2%

For the periods presented, the changes in communications and utilities were not significant as either a percentage of total revenue or freight revenue.

Depreciation and amortization

  Year ended December 31, 
(dollars in thousands) 2017  2016  2015 
Depreciation and amortization $76,447  $72,456  $61,384 
% of total revenue  10.8%  10.8%  8.5%
% of freight revenue  12.2%  11.9%  9.6%

Depreciation and amortization consists primarily of depreciation of tractors, trailers and other capital assets offset or increased, as applicable, by gains or losses on dispositions of capital assets.  Depreciation and amortization in 2017 increased $4.0 million, or 5.5%, compared with 2016.  As a percentage of total revenue, depreciation and amortization remained flat at 10.8% of total revenue for the years ended December 31, 2017 and 2016.  As a percentage of freight revenue, depreciation and amortization increased to 12.2% of freight revenue for the year ended December 31, 2017, from 11.9% in 2016. Depreciation, consisting primarily of depreciation of revenue equipment and excluding gains and losses, increased $0.8 million in 2017 from 2016, primarily as a result of the full year effect of the decreased salvage values implemented in 2016. Additionally, the soft used truck market contributed to losses on the sale of property and equipment of $4.0 million in 2017 compared to losses of $0.8 million in 2016.

For the year ended December 31, 2016, depreciation and amortization increased $11.1 million, or 18.0%, compared with 2015.  As a percentage of total revenue, depreciation and amortization increased to 10.8% of total revenue for the year ended December 31, 2016 compared to 8.5% for 2015.  As a percentage of freight revenue, depreciation and amortization increased to 11.9% of freight revenue for the year ended December 31, 2016, from 9.6% in 2015. Depreciation, consisting primarily of depreciation of revenue equipment and excluding gains and losses, increased $9.6 million in 2016 from 2015, primarily as a result of more owned equipment and a significant reduction on the value of used tractors resulting in a change to residual values. Losses on the disposal of property and equipment totaled $0.8 million in 2016, as compared to gains of $0.6 million in 2015.

We expect depreciation and amortization to stabilize as the impact of the significant 2016 reductions in residual values will flatten on a comparative basis going forward. Additionally, if the used tractor market were to decline further, we could have to adjust residual values again and increase depreciation or experience increased losses on sale.

Interest expense, net

  Year ended December 31, 
(dollars in thousands) 2017  2016  2015 
Interest expense, net $8,258  $8,226  $8,445 
% of total revenue  1.2%  1.2%  1.2%
% of freight revenue  1.3%  1.3%  1.3%

For the periods presented, the change in interest expense, net was not significant as either a percentage of total revenue or freight revenue.

This line item will fluctuate based on our decision with respect to purchasing revenue equipment with balance sheet debt versus operating leases as well as our ability to continue to generate profitable results and reduce our leverage.

Income from equity method investment

  Year ended December 31, 
(in thousands) 2017  2016  2015 
Income from equity method investment $3,400  $3,000  $4,570 

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. Given TEL's growth during the three years preceding 2015 and volatility in the used and leased equipment markets in which TEL operates, including the recent softening of the used tractor market, the impact on our earnings resulting from our investment and TEL's profitability was more moderate in 2017 and 2016 when compared to 2015, For the year ended December 31, 2017, our earnings resulting from our investment in TEL increased $0.4 million, primarily as a result of growth in TEL’s lease offerings.  We expect the impact on our earnings resulting from our investment in TEL to improve year-over-year, particularly if the used equipment market stabilizes or improves.

Income tax (benefit) expense

  Year ended December 31, 
(dollars in thousands) 2017  2016  2015 
Income tax (benefit) expense $(32,142) $10,386  $21,822 
% of total revenue  (4.6)%  1.5%  3.0%
% of freight revenue  (5.1)%  1.7%  3.4%

Income tax (benefit) expense fluctuated approximately $42.5 million, or 409.5%, for the year ended December 31, 2017, compared with 2016.  As a percentage of total revenue, income tax (benefit) expense decreased to -4.6% of total revenue for 2017 from 1.5% in 2016.  As a percentage of freight revenue, income tax (benefit) expense decreased to -5.1% of freight revenue for 2017 compared to 1.7% in 2016. These decreases were primarily related to the $40.1 million remeasurement of deferred taxes due to the Tax Cuts and Jobs Act of 2017. Additionally, primarily as a result of tax-planning strategies implemented during the fourth quarter of 2017, we were able to remove valuation allowances on certain state tax net operating losses providing for additional favorable impact of $1.2 million.  These decreases were partially offset by the $3.9 million decrease in pre-tax income in 2017 compared to 2016, resulting from the declines in operating income noted above.

Income tax expense decreased approximately $11.4 million, or 52.4%, for the year ended December 31, 2016, compared with 2015.  As a percentage of total revenue, income tax expense decreased to 1.5% of total revenue for 2016 from 3.0% in 2015.  As a percentage of freight revenue, income tax expense decreased to 1.7% of freight revenue for 2016 compared to 3.4% in 2015. These decreases were primarily related to the $36.7 million decrease in pre-tax income in 2016 compared to 2015 resulting from the declines in operating income noted above, the decrease in the contribution from TEL's earnings, and the large non-recurring tax credit in fiscal year 2015.

The effective tax rate is different from the expected combined tax rate due primarily to permanent differences related to our per diem pay structure for drivers. Due to the partial nondeductible effect of the per diem payments, our tax rate will fluctuate in future periods as income fluctuates. Our effective tax rate for 2017 was an anomaly due to the nonrecurring remeasurement of deferred taxes noted above related to the Tax Cuts and Jobs Act of 2017.  We are currently estimating our 2018 effective income tax rate to be in the range of 24.0% to 27.0%.

RESULTS OF SEGMENT OPERATIONS

We have two reportable segments, truckload services, which we refer to as Truckload. In addition, our Managed Freight segment has service offerings ancillary to our Truckload services, including: freight brokerage and logistics service provided both directly and through freight brokerage agents, who are paid a commission for the freight they provide. These operations consist of several operating segments, which are aggregated due to similar margins and customers.  Included within Managed Freight is also our accounts receivable factoring business, which does not meet the aggregation criteria but only accounts for $3.1 million of revenue. The operation of each of these businesses is described in our notes to Item 1 of Part 1 of this Annual Report on Form 10-K.

"Unallocated Corporate Overhead" includes costs that are incidental to our activities and are not specifically allocated to one of the segments. The following table summarizes financial and operating data by segment:

  
Year ended
December 31,
 
(in thousands) 2017  2016  2015 
Revenues:         
Truckload $612,834  $601,226  $655,918 
Managed Freight  92,173   69,425   68,322 
Total $705,007  $670,651  $724,240 
Operating Income (loss):            
Truckload $38,781  $37,031  $74,107 
Managed Freight  8,588   7,631   5,768 
Unallocated Corporate Overhead  (19,214)  (12,215)  (12,093)
Total $28,155  $32,447  $67,782 

Comparison of Year Ended December 31, 2017 to Year Ended December 31, 2016

Our Truckload revenue increased $11.6 million, as fuel surcharge revenue increased $18.4 million, offset by a decrease in freight revenue of $6.8 million. The decrease in freight revenue relates to a $4.2 million decrease in freight revenue contributed by our temperature-controlled intermodal service offering, a decrease in our average tractor fleet of 1.4% from 2016, partially offset by an increase in average freight revenue per tractor per week of 0.9% compared to 2016.  The increase in average freight revenue per tractor per week is the result of a 2.1% increase, or 3.6 cents per mile, in average rate per total mile, partially offset by a 1.4% decrease in average miles per unit when compared to 2016.  Team driven units decreased approximately 11.6% to an average of 912 teams in 2017 from 1,032 teams in 2016.

Our Truckload operating income was $1.7 million higher in 2017 than 2016 primarily as a result of a decrease in operating costs per mile, net of fuel surcharge revenue, due primarily to decreased net fuel expense, partially offset by increased purchased transportation expenses, depreciation and amortization expense, and operations and maintenance expense.

Managed Freight total revenue increased $22.8 million in 2017 compared to 2016 and Managed Freight operating income increased $1.0 million in 2017 compared to 2016. These improvements are primarily the result of spot market opportunities related to the hurricane-affected regions during 2017 and growth with existing customers compared to 2016.

Unallocated corporate overhead increased primarily as a result of increased salaries and wages, including workers’ compensation expense, compared to the historic lows for workers’ compensation in 2016, as well as non-driver headcount increases since 2016 and increased non-driver incentive compensation. Non-driver headcount increased in 2017 due to strategic initiatives in information technology.

Comparison of Year Ended December 31, 2016 to Year Ended December 31, 2015

Our Truckload revenue decreased $54.7 million, as freight revenue decreased $30.4 million and fuel surcharge revenue decreased $24.3 million. The decrease in freight revenue relates to a decrease in average freight revenue per tractor per week of 2.2% compared to 2015, partially offset by a $1.7 million increase in freight revenue contributed by our temperature-controlled intermodal service offering, as well as a decrease in our average tractor fleet of 3.9% from 2015. The decrease in average freight revenue per tractor per week is the result of a 1.3% decrease, or 2.2 cents per mile, in average rate per total mile and a 0.6% decrease in average miles per unit when compared to 2015.  Additionally, team driven units increased approximately 5.3% to an average of approximately 1,000 teams in 2016 compared to approximately 950 in 2015.

Our Truckload operating income was $37.1 million less in 2016 than 2015 due to the abovementioned decrease in freight revenue.  Additionally, operating costs per mile, net of fuel surcharge revenue, increased primarily due to increased salaries, wages, and related expenses (which was primarily due to a higher percentage of our fleet being comprised of team-driven tractors, as well as driver and non-driver employee pay increases since the same 2015 period), increased net fuel expense, and increased capital costs, partially offset by reduced workers’ compensation expense and operations and maintenance expense.

Managed Freight total revenue increased $1.1 million in 2016 compared to 2015 and operating income increased $1.9 million for the same period. These improvements are primarily the result of improved coordination with our Truckload segment, additional business from new customers added during the year, and the full year effect of a large customer added in 2015.

Unallocated corporate overhead remained relatively flat as a result of a $3.2 million reduction in incentive compensation in 2016, primarily as a result of decreased profitability, partially offset by the 2015 period including the $3.6 million in return of previously expensed insurance premiums for the commutation of our primary auto liability policy for the period of April 1, 2013, through September 30, 2014.

LIQUIDITY AND CAPITAL RESOURCES

Our business requires significant capital investments over the short-term and the long-term.  Recently, we have financed our capital requirements with borrowings under our Credit Facility, cash flows from operations, long-term operating leases, capital leases, secured installment notes with finance companies, and proceeds from the sale of our used revenue equipment. Going forward, we expect revenue equipment acquisitions through purchases and capital leases to increase as a percentage of our fleet as we decrease our use of operating leases. We had working capital (total current assets less total current liabilities) of $81.1 million and $47.9 million at December 31, 2017 and 2016, 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.

As of December 31, 2017, we had $9.0 million of borrowings outstanding, undrawn letters of credit outstanding of approximately $32.9 million, and available borrowing capacity of $53.1 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 timing and nature of property and equipment additions that are not funded through notes payable, as well as the nature and timing of collection of accounts receivable, payments of accrued expenses, and receipt of proceeds from disposals of property and equipment. Unless we decide to make any strategic investments during the year, we anticipate paying off an aggregate of approximately $40.0 to $60.0 million of financing and lease liabilities, comprised of both on and off balance sheet obligations, during 2018.

With an average tractor fleet age of 2.1 years, we believe we have flexibility to manage our fleet and we plan to regularly evaluate our tractor replacement cycle, new tractor purchase requirements, and financing options.

Cash Flows

Net cash flows provided by operating activities were $82.9 million in 2017 compared with $102.4 million in 2016 primarily due to the change in receivables and advances related to the timing of revenue and the related collections at the beginning of each period and the timing of cash collections on our other receivables in 2017 compared to 2016. These declines are partially offset by net income of $55.4 million in 2017 compared to net income of $16.8 million in 2016, of which approximately $40.1 million relates to the one-time remeasurement of deferred taxes due to the Tax Cuts and Jobs Act of 2017. The fluctuations in cash flows from accounts payable and accrued expenses primarily related to the timing of payments on our accrued expenses and trade accounts in the 2017 period compared to the 2016 period.

Net cash flows used by investing activities were $62.1 million in 2017 compared with $47.3 million in 2016.  The $14.8 million increase in net investing activities was attributable primarily to a $16.8 million decrease in proceeds from dispositions of used revenue equipment which primarily resulted from the timing and dispositions of assets held for sale as well as our decision to extend the trade cycle of our current equipment. During 2018 we plan to take delivery of approximately 510 new company tractors and dispose of approximately 500 used tractors.  This compares to the approximately 635 new company tractors we took delivery of and the approximately 615 used tractors we disposed of during 2017.  Going forward, cash flows from disposals of equipment could be more volatile given the weakness in the used tractor market.

Net cash flows used in financing activities were $13.2 million in 2017 compared to $51.9 million in 2016, primarily as a function of net repayments, in 2016, of notes payable facilitated by cash flows primarily related to the trade cycle of our revenue equipment. In particular, this decrease reflects the sale of the previously noted 615 tractors in the 2017 compared to 1,074 tractors in 2016.

Going forward, our cash flows may fluctuate depending on capital expenditures, the resolution of the 2008 cargo claim, future stock repurchases, strategic investments or divestitures, and the extent of future income tax obligations and refunds.

Material Debt Agreements

We and substantially all of our subsidiaries (collectively, the "Borrowers") are parties to a Third Amended and Restated Credit Facility (the "Credit Facility") with Bank of America, N.A., as agent (the "Agent") and JPMorgan Chase Bank, N.A. ("JPM," and together with the Agent, the "Lenders").

The Credit Facility is a $95.0 million revolving credit facility, with an uncommitted accordion feature that, so long as no event of default exists, allows us to request an increase in the revolving credit facility of up to $50.0 million, subject to Lender acceptance of the additional funding commitment.  The Credit Facility includes, within our $95.0 million revolving credit facility, a letter of credit sub facility in an aggregate amount of $95.0 million and a swing line sub facility in an aggregate amount equal to the greater of $10.0 million or 10% of the Lenders' aggregate commitments under the Credit Facility from time-to-time.

Borrowings under the Credit Facility are classified as either "base rate loans" or "LIBOR 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 0.5%, or LIBOR plus 1.0%, plus an applicable margin ranging from 0.5% to 1.0%; while LIBOR loans accrue interest at LIBOR, plus an applicable margin ranging from 1.5% to 2.0%.  The applicable rates are adjusted quarterly based on average pricing availability.  The unused line fee is the product of 0.25% times the average daily amount by which the Lenders' aggregate revolving commitments under the Credit Facility exceed the outstanding principal amount of revolver loans and the aggregate undrawn amount of all outstanding letters of credit issued under the Credit Facility.  The obligations under the Credit Facility are guaranteed by us and secured by a pledge of substantially all of our assets, with the notable exclusion of any real estate or revenue equipment pledged under other financing agreements, including revenue equipment installment notes and capital leases.

Borrowings under the Credit Facility are subject to a borrowing base limited to the lesser of (A) $95.0 million, minus the sum of the stated amount of all outstanding letters of credit; or (B) the sum of (i) 85% of eligible accounts receivable, plus (ii) the lesser of (a) 85% of the appraised net orderly liquidation value of eligible revenue equipment, (b) 95% of the net book value of eligible revenue equipment, or (c) 35% of the Lenders' aggregate revolving commitments under the Credit Facility, plus (iii) the lesser of (a) $25.0 million or (b) 65% of the appraised fair market value of eligible real estate, as reduced by a periodic amortization amount.  We had $9.0 million of borrowings outstanding under the Credit Facility as of December 31, 2017, undrawn letters of credit outstanding of approximately $32.9 million, and available borrowing capacity of $53.1 million.  The interest rate on outstanding borrowings as of December 31, 2017, was 5.0% on less than $0.1 million of base rate loans and 3.1% on $9.0 million of LIBOR loans. Based on availability as of December 31, 2017 and 2016, there was no fixed charge coverage requirement.

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 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.

Capital lease obligations are utilized to finance a portion of our revenue equipment and are entered into with certain finance companies who are not parties to our Credit Facility.  The leases in effect at December 31, 2017 terminate in January 2018 through September 2023 and contain guarantees of the residual value of the related equipment by us. As such, the residual guarantees are included in the related debt balance as a balloon payment at the end of the related term as well as included in the future minimum capital lease payments. These lease agreements require us to pay personal property taxes, maintenance, and operating expenses.

Pricing for the revenue 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 January 2018 to July 2023. 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 except certain notes totaling $120.8 million are cross-defaulted with the Credit Facility. Additionally, our fuel hedge contracts totaling $0.8 million at December 31, 2017, are cross-defaulted with the Credit Facility.  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 2018, while any other property and equipment purchases, including trailers, are expected to be funded with a combination of available cash, notes, operating leases, capital 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 $28.0 million variable rate note with a third party lender.  Concurrently with entering into the note, we entered into an interest rate swap to effectively fix the related interest rate to 4.2%. See Note 13 for further information about the interest rate swap.

Contractual Obligations and Commercial Commitments

The following table sets forth our contractual cash obligations and commitments as of December 31, 2017:

Payments due by period:
(in thousands)
 Total  
2018
(less than
1 year)
  
2019
(1-3 years)
  
2020
(1-3 years)
  
2021
(3-5 years)
  
2022
(3-5 years)
  
More than
5 years
 
Credit Facility (1) $10,187  $-  $-  $-  $10,187  $-  $- 
Revenue equipment and property installment notes, including interest (2) $204,414  $30,503  $30,505  $51,731  $39,558  $23,311  $28,806 
Operating leases (3) $219  $73  $73  $73  $-  $-  $- 
Capital leases (4) $26,951  $3,606  $3,606  $5,813  $5,368  $5,175  $3,383 
Lease residual value guarantees $3,968  $2,961  $1,007  $-  $-  $-  $- 
Purchase obligations (5) $51,660  $51,660  $-  $-  $-  $-  $- 
Total contractual cash obligations (6) $297,399  $88,803  $35,191  $57,617  $55,113  $28,486  $32,189 

(1)Represents principal owed at December 31, 2017 and interest on such principal amount through maturity. The borrowings consist of draws under our Credit Facility, with fluctuating borrowing amounts and variable interest rates. In determining future contractual interest and principal obligations, for variable interest rate debt, the interest rate and principal amount in place at December 31, 2017, was utilized. The table assumes long-term debt is held to maturity. Refer to Note 7, "Debt" of the accompanying consolidated financial statements for further information.
(2)Represents principal and interest payments owed at December 31, 2017. The borrowings consist of installment notes with finance companies, with fixed borrowing amounts and fixed interest rates, except for a variable rate real estate note, for which the interest rate is effectively fixed through an interest rate swap. The table assumes these installment notes are held to maturity. Refer to Note 7, "Debt" of the accompanying consolidated financial statements for further information.
(3)Represents future monthly rental payment obligations under operating leases for tractors, trailers, and terminal properties, and computer and office equipment. Substantially all lease agreements for revenue equipment have fixed payment terms based on the passage of time.  The tractor lease agreements generally stipulate maximum miles and provide for mileage penalties for excess miles. These leases generally run for a period of three to five years for tractors and five to seven years for trailers. Refer to Note 8, "Leases" of the accompanying consolidated financial statements for further information.
(4)
Represents principal and interest payments owed at December 31, 2017.  The borrowings consist of capital leases with one finance company, with fixed borrowing amounts and fixed interest rates or rates that are floating but effectively fixed through related interest rate swaps. Borrowings in 2018 and thereafter include the residual value guarantees on the related equipment as balloon payments. Refer to Note 7, "Debt" of the accompanying consolidated financial statements for further information.
(5)Represents purchase obligations for revenue equipment totaling approximately $51.7 million in 2017. These commitments are cancelable, subject to certain adjustments in the underlying obligations and benefits. These purchase commitments are expected to be financed by operating leases, capital leases, long-term debt, proceeds from sales of existing equipment, and/or cash flows from operations. Refer to Notes 7 and 8, "Debt" and "Leases," respectively, of the accompanying consolidated financial statements for further information.
(6)Excludes any amounts accrued for unrecognized tax benefits as we are unable to reasonably predict the ultimate amount or timing of settlement of such unrecognized tax benefits.

Off-Balance Sheet Arrangements

Operating leases are an important source of financing for our revenue equipment and certain real estate.  At December 31, 2017, we had financed 234 tractors and 967 trailers under operating leases. Vehicles held under operating leases are not carried on our consolidated balance sheets, and lease payments, in respect of such vehicles, are reflected in our consolidated statements of operations in the line item "Revenue equipment rentals and purchased transportation."  Our revenue equipment rental expense was $12.1 million in 2017, compared with $10.6 million in 2016. The total value of remaining payments under operating leases as of December 31, 2017, was approximately $18.6 million. In connection with various operating leases, we issued residual value guarantees, which provide that if we do not purchase the leased equipment from the lessor at the end of the lease term, we are liable to the lessor for an amount equal to the shortage (if any) between the proceeds from the sale of the equipment and an agreed value. The residual guarantees expire between August 2018 and February 2019 and had an undiscounted value of approximately $4.0 million at December 31, 2017.  The discounted present value of the total remaining lease payments and residual value guarantees were approximately $21.7 million at December 31, 2017.  We expect our residual guarantees to approximate the market value at the end of the lease term. We believe that proceeds from the sale of equipment under operating leases would equal or exceed the payment obligation on substantially all operating leases.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES


The preparation of financial statements in conformity with accounting principles generally accepted in the U.S.GAAP 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. A summary of the significant accounting policies followed in preparation of the financial statements is contained in Note 1, "Summary of Significant Accounting Policies," of the consolidated financial statements attached hereto. The following discussion addresses our most critical accounting policies, which are those that are both important to the portrayal of our financial condition and results of operations and that require significant judgment or use of complex estimates.


Revenue Recognition

Revenue, drivers' wages, and other direct operating expenses generated by our Truckload reportable segment are recognized on the date shipments are delivered to the customer. Revenue includes transportation revenue, fuel surcharges, loading and unloading activities, equipment detention, and other accessorial services.

Revenue generated by our Managed Freight segment is recognized upon completion of the services provided.  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, except for transactions whereby equipment from our Truckload segment perform the related services, which we record on a net basis in accordance with the related authoritative guidance. Managed Freight revenue includes $3.1 million, $2.6 million, and $2.4 million of revenue in 2017, 2016, and 2015, respectively, related to an accounts receivable factoring business. Revenue for this business is recognized on a net basis, given we are acting as an agent and are not the primary obligor in these transactions.

Depreciation of

Revenue Equipment


Property and equipment is stated at cost less accumulated depreciation. Depreciation for book purposes is determined using

Management estimates the straight-line method over the estimated useful lives of the assets, while depreciation for tax purposes is generally recorded using an accelerated method. Depreciationand salvage value of revenue equipment isbased upon, among other things, the expected use, our largest item of depreciation.experience with similar assets, conditions in the used revenue equipment market, and prevailing industry practice. We generally depreciate new tractors (excluding day cabs) over five years to salvage values that range from 10% to 35% of approximately 15%cost, depending on the reportable segment profile of their cost andthe equipment. We generally depreciate new trailers over seven years for refrigerated trailers and ten years for dry van trailers to salvage values of approximately 25%28% and 29% of their cost. We annually review the reasonableness of our estimates regardingcost, respectively. Historically, changes in estimated useful lives andlife or salvage values of our revenue equipment and other long-lived assets based upon, among other things, our experiencehave typically resulted from us transferring tractors to different reportable segments with similar assets, conditions in the used revenue equipment market, and prevailing industry practice. Over the past several years, the price of new tractors has risen dramatically and there has been significant volatilitydifferent operating profiles. Significant fluctuations in the used equipment market.  As a result of the progressive decline in the market value of used tractors and our expectations that used tractor prices will not rebound in the near term, effective July 1, 2016 we reduced the salvage values on our tractors and, thus, prospectively increased depreciation expense. Estimates around the salvage values and useful lives for trailers remain unchanged. The impact from the third quarter of 2016 through 2017 was approximately $2.0 million per quarter of additional depreciation expense in subsequent quarters, or approximately $1.2 million per quarter net of tax, which represents approximately $0.06 per common or diluted share. We expect depreciation levels in 2018 to approximate those of 2017.  Changes in the useful life or salvage value estimates, or fluctuations in market values that are not reflected in our estimates, could have a material effect on our results of operations. Gains and losses on the disposal of revenue equipment are included in depreciation expense in the consolidated statements of operations.


In 2017 and 2016 we had net losses on revenue equipment of $4.0 million and $0.8 million, respectively, and in 2015 we generated net gains on revenue equipment, including assets held for sale, of $0.6 million.  We review salvage values of our revenue equipment annually and make adjustments periodically, based on trends in the used equipment market, to reflect updated estimates of fair value at disposal.

We lease certain revenue equipment under capital leases with terms of approximately 60 to 84 months. Amortization of leased assets is included in depreciation and amortization expense.

Pursuant to applicable accounting standards, revenue equipment and other long-lived assets are tested for impairment whenever an event occurs that indicates impairment may exist. Expected future cash flows are used to analyze whether an impairment has occurred. If the sum of expected undiscounted cash flows is less than the carrying value of the long-lived asset, then an impairment loss is recognized. We measure the impairment loss by comparing the fair value of the asset to its carrying value. Fair value is determined based on a discounted cash flow analysis or the appraised value of the assets, as appropriate.

Although a

A portion of our tractors are protected by non-binding indicative trade-in values or binding trade-back agreements with the manufacturers, somemanufacturers. The remainder of our tractors and substantially all of our owned trailers continue to beare subject to fluctuations in market prices for used revenue equipment. Moreover, our trade-back agreements are contingent upon reaching acceptable terms for the purchase of new equipment. Further declinesDeclines in the price of used revenue equipment or failure to reach agreement for the purchase of new tractors with the manufacturers issuing trade-back agreements could result in impairment of, or losses on the sale of, revenue equipment. Historically, only

Goodwill and Other Intangible Assets

We classify intangible assets into two categories: (i) goodwill and (ii) intangible assets with finite lives subject to amortization. 

We test goodwill for impairment annually and whenever events or changes in circumstances indicate that impairment may have occurred. We may elect to perform an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a de minimis percentagereporting unit is less than the reporting unit's carrying amount, including goodwill. When performing the qualitative assessment, the Company considers the impact of factors including, but not limited to, macroeconomic and industry conditions, overall financial performance of each reporting unit, litigation and new legislation. If based on the qualitative assessments, the Company believes it more likely than not that the fair value of a reporting unit is less than the reporting unit's carrying amount, or periodically as deemed appropriate by management, we will prepare an estimation of the respective reporting unit's fair value utilizing a quantitative approach. When using a quantitative approach, the fair value of our equipment has been sold backreporting units is based on a blend of estimated discounted cash flows and publicly traded company multiples. The results of these models are then weighted and combined into a single estimate of fair value for our reporting units. Estimated discounted cash flows are based on projected sales and related cost of sales. Publicly traded company multiples and acquisitions are derived from information on traded shares and analysis of recent acquisitions in the marketplace, respectively, for companies with operations similar to ours. The primary assumptions used in these various models include earnings multiples of acquisitions in a comparable industry, future cash flow estimates of each of the dealers pursuant toreporting units, weighted average cost of capital, working capital and capital expenditure requirements. 

We completed our annual goodwill impairment test, using the trade back agreementsqualitative test, as we have generally found that market prices exceeded the trade back allowances, although in recent years, trade back allowances have increased asof October 1, 2022, for each of our reporting units. As a result of the increasing costmost recent goodwill impairment analysis performed (October 1, 2022), no impairment was indicated.

We test intangible assets with finite lives for impairment if conditions exist that indicate the carrying value may not be recoverable. Such conditions may include an economic downturn in a geographic market or a change in the assessment of the underlying equipment.


Assets Held For Sale

Assets held for sale include property and revenue equipment no longer utilized in continuing operations which are available and held for sale. Assets held for sale are no longer subject to depreciation, and are recorded at the lower of depreciated book value or fair market value less selling costs.future operations. We periodically reviewrecord an impairment charge when the carrying value of thesethe finite lived intangible asset is not recoverable by the cash flows generated from the use of the asset. We determine the useful lives of our identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors we consider when determining useful lives include the contractual term of any agreement, the history of the asset, our long-term strategy for possible impairment. the use of the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have finite lives are amortized, generally on a straight-line basis, over their useful lives, ranging from 3 to 15 years. 

Self-Insurance Accruals

We expect to sell these assets within twelve months.


Insurance and Other Claims

The primary claims arising against us consist of autorecord a liability (personal injury and property damage), workers' compensation, cargo, commercial liability, and employee medical expenses. Our insurance program involves self-insurance with the following risk retention levels (before giving effect to any commutation of an auto liability policy):

auto liability - $1.0 million
workers' compensation - $1.3 million
cargo - $0.3 million
employee medical - $0.4 million
physical damage - 100%

Due to our significant self-insured retention amounts, we have exposure to fluctuations in the number and severity of claims and to variations between our estimated and actual ultimate payouts. We accruefor the estimated cost of the uninsured portion of pending claims and an estimate forthe estimated allocated loss adjustment expenses including legal and other direct costs associated with a claim. Estimates require, among other things, judgments concerning the nature and severity of the claim, historical trends, advice from third-party administrators and insurers, the size of any potential damage award based on factors such as the specific facts of individual cases, the jurisdictions involved, the prospect of punitive damages, future medical costs, and inflation estimates of future claims development, and the legal and other costs to settle or defend the claims. We have significant exposure to fluctuations in the number and severity of claims. If there is an increase in the frequency and severity of claims, or we are required to accrue or pay additional amounts if the claims prove to be more severe than originally assessed, or any of the claims would exceed the limits

Self-insured liabilities represent management's best estimate of our insurance coverage, our profitability could be adversely affected.


ultimate obligations.

In addition to estimates within our self-insured retention layers, we also must make judgments concerning claims where we have third party insurance and for claims outside our coverage limits. Upon settling claims and expenses associated with claims where we have third party coverage, we are generally required to initially fund payment to the claimant and seek reimbursement from the insurer. Receivables from insurers for claims and expenses we have paid on behalf of insurers were $1.1 million and $0.7 million at December 31, 2017 and 2016, respectively, and are included in drivers' advances and other receivables on our consolidated balance sheet. Additionally, we accrue claims above our self-insured retention and record a corresponding receivable for amounts we expect to collect from insurers upon settlement of such claims. We have $2.1 million and less than $0.1 million at December 31, 2017 and 2016, respectively, as a receivable in other assets and as a corresponding accrual in the long-term portion of insurance and claims accruals on our consolidated balance sheet for claims above our self-insured retention for which we believe it is reasonably assured that the insurers will provide their portion of such claims. We evaluate collectability of the receivables based on the credit worthiness and surplus of the insurers, along with our prior experience and contractual terms with each. If any claim occurrence were to exceed our aggregate coverage limits, we would have to accrue for the excess amount. Our critical estimates include evaluating whether a claim may exceed such limits and, if so, by how much. If one or more claims were to exceed our then effective coverage limits, our financial condition and results of operations could be materially and adversely affected.

We also make judgments regarding the ultimate benefit versus risk of commuting certain periods within our auto liability policy.  If we commute a policy, we assume 100% risk for covered claims in exchange for a policy refund. In April 2015, we commuted two liability policies for the period from April 1, 2013 through September 30, 2014, such that we are now responsible for any claim that occurred during that period up to $20.0 million, should such a claim develop.  We recorded a $3.6 million reduction in insurance and claims expense in the second quarter of 2015 related to the commutation. The insurer did not remit the premium refund directly to the Company, but rather applied a credit to the current auto liability insurance policy, such that we recorded the policy release premium refund as a prepaid asset at June 30, 2015.

Effective April 2015, we entered into new auto liability policies with a three-year term.  The policy includes a limit for a single loss of $9.0 million, an aggregate of $18.0 million for each policy year, and a $30.0 million aggregate for the 42 month term ended March 31, 2018. The policy includes a policy release premium refund of up to $14.6 million, less any future amounts paid on claims by the insurer, from October 1, 2014 through March 31, 2018, if we were to commute the policy for the entire 42 months. A decision with respect to commutation of the policy cannot be made before April 1, 2018, unless both we and the insurance carrier agree to a commutation prior to the end of the policy term. Management cannot predict whether or not future claims or the development of existing claims will justify a commutation, and accordingly, no related amounts were recorded at December 31, 2017.

If claims development factors that are based upon historical experience change by 10%, our claims accrual as of December 31, 2017, would change by approximately $0.8 million.

Lease Accounting and Off-Balance Sheet Transactions

We issue residual value guarantees in connection with the operating leases we enter into for certain of our revenue equipment. These leases provide that if we do not purchase the leased equipment from the lessor at the end of the lease term, then we are liable to the lessor for an amount equal to the shortage (if any) between the proceeds from the sale of the equipment and an agreed value. To the extent the expected value at the lease termination date is lower than the residual value guarantee, we would accrue for the difference over the remaining lease term.  We believe that proceeds from the sale of equipment under operating leases would equal or exceed the payment obligation on substantially all operating leases. The estimated values at lease termination involve management judgments. As leases are entered into, determination as to the classification as an operating or capital lease involves management judgments on residual values and useful lives.

Accounting for Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We believe the future tax deductions will be realized principally through future reversals of existing taxable temporary differences and future taxable income, except for when a valuation allowance has been provided.

In the ordinary course of business there is inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record tax benefits for all years subject to examination based upon management's evaluation of the facts, circumstances, and information available at the reporting dates. For those tax positions where it is more likely than not that a tax benefit will be sustained, we have recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information.  For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. Potential accrued interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense.

Stock-Based Employee Compensation

We issue several types of stock-based compensation, including awards that vest based on service and performance conditions or a combination of the conditions. Performance-based awards vest contingent upon meeting certain performance criteria established by the Compensation Committee of our Board of Directors. For performance-based awards, determining the appropriate amount to expense in each period is based on likelihood and timing of achieving the stated targets and requires judgment, including forecasting future financial results. The estimates are revised periodically based on the probability and timing of achieving the required performance targets and adjustments are made as appropriate. Awards that are only subject to time vesting provisions are amortized using the straight-line method.

Fair Value of Financial Instruments

Our financial instruments consist primarily of cash and cash equivalents, accounts receivable, commodity contracts, accounts payable, debt, and interest rate swaps. The carrying amount of cash and cash equivalents, accounts receivable, accounts payable, and current debt approximates their fair value because of the short-term maturity of these instruments. The carrying value of the factored receivables approximates the fair value, as the receivables are generally repaid directly to us by the client's customer within 30–40 days due to the combination of the short-term nature of the financing transaction and the underlying quality of the receivables. 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 revenue equipment installment notes. The fair value of our revenue equipment installment notes approximated the carrying value at December 31, 2017, as the weighted average interest rate on these notes approximates the market rate for similar debt. Borrowings under our revolving Credit Facility approximate fair value due to the variable interest rate on the facility. Additionally, commodity contracts, which are accounted for as hedge derivatives, as discussed in Note 13, are valued based on the forward rate of the specific indices upon which the contract is being settled and adjusted for counterparty credit risk using available market information and valuation methodologies. 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.

Derivative Instruments and Hedging Activities

We periodically utilize derivative instruments to manage exposure to changes in fuel prices and interest rates.  At inception of a derivative contract, we document relationships between derivative instruments and hedged items, as well as our risk-management objective and strategy for undertaking various derivative transactions, and assess hedge effectiveness.  We record derivative financial instruments in the balance sheet as either an asset or liability at fair value.  If it is determined that a derivative is not highly effective as a hedge, or if a derivative ceases to be a highly effective hedge, we discontinue hedge accounting prospectively. The changes in the fair value of derivatives are recorded in other comprehensive income and reclassified into earnings in the same period during which the hedged transaction affects earnings.

Recent Accounting Pronouncements

Accounting Standards adopted

In August 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-12, which among other things, eliminates the requirement to separately measure and report hedge ineffectiveness and requires all items that affect earnings to be presented in the same income statement line as the hedged item. The ASU is effective for annual and interim periods beginning after December 15, 2018 with early adoption permitted. We have adopted the standard for the fiscal year ended December 31, 2017. Entities adopting the ASU must apply a cumulative-effect adjustment related to the elimination of the separate hedge ineffectiveness measurement. No adjustment was required, however, since no hedge ineffectiveness has been recorded. We have adopted the amended presentation and disclosure guidance, which is required only prospectively.

Accounting Standards not yet adopted

In April 2015, the FASB issued ASU 2015-14, which defers the effective date of ASU 2014-09.  The new standard introduces a five-step model to determine when and how revenue is recognized.  The premise of the new model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  The new standard will be effective for us for our annual reporting period beginning January 1, 2018, including interim periods within that reporting period.  Entities are allowed to transition to the new standard by either recasting prior periods or recognizing the cumulative effect.

The new standard will require us to recognize revenue from loads proportionally as the transportation service is performed as opposed to recognizing revenue upon the completion of the load, which is our current practice. Our recognition of revenue under the new standard will approximate our recognition of revenue under the current standards, as there will generally be a consistent amount of freight in process at the beginning and end of the period; however, seasonality and the day on which the period ends may cause minor differences. We plan to transition to the new standard by recognizing the cumulative effect of adoption as an adjustment in the first quarter of 2018. We believe the cumulative effect of the adoption will result in a positive adjustment to retained earnings of approximately $0.6 million, net of tax, from initially recording in process revenue and associated direct expenses. We plan to finalize our evaluation during the first quarter of 2018, including an assessment of the new expanded disclosure requirements and a final determination of the impact to adoption and related changes required to internal controls.

In February 2016, FASB issued ASU 2016-02, which requires lessees to recognize a right-to-use asset and a lease obligation for all leases.  Lessees are permitted to make an accounting policy election to not recognize an asset and liability for leases with a term of twelve months or less.  Lessor accounting under the new standard is substantially unchanged.  Additional qualitative and quantitative disclosures, including significant judgments made by management, will be required.  This new standard will become effective for us in our annual reporting period beginning January 1, 2019, including interim periods within that reporting period and requires a modified retrospective transition approach.  We are currently evaluating the impacts the adoption of this standard will have on the consolidated financial statements.

INFLATION, NEW EMISSIONS CONTROL REGULATIONS, AND FUEL COSTS


Most of our operating expenses are inflation-sensitive, with inflation generally producing increased costs of operations. In recent years, the most significant effects of inflation have been on revenue equipment prices and the related depreciation, health care,litigation and claims, and driver and non-driver wages. New emissions control regulations and increases in wages of manufacturing workers and other items have resulted in higher tractor prices, while the decline in the market value of used equipment significantly reduced the residual values of units in fiscal 2015 through 2017.fluctuated significantly. The cost of fuel has been extremely volatile over the last several years, with costs increasing slightly in 2017 after significant decreases2019, 2021, and 2022 but decreasing in both 2016 and 2015. We believe at least some of this volatility reflects the fluctuations in the U.S. dollar and global demand for petroleum products, unrest in certain oil-producing countries, improved fuel efficiency due to technological advancements, and an increase in domestic supply.2020. Health care prices have increased faster than general inflation, primarily due to the rapid increase in prescription drug costs and more people on our health plan in order to comply with the individual healthcare mandate.plan. The nationwide shortage of qualified drivers has caused us to raise driver wages per mile at a rate faster than general inflation for the past four years, and this trend may continue as additional government regulations constrain industry capacity. Additionally, competition and the related cost to employ non-drivers have increased, especially for the more skilled or technical positions, including mechanics, those with information technology related skills, and degreed professionals.

Geographic Areas

We operate throughout the U.S. and all of our tractors are domiciled in the U.S. All of our revenue generated was generated within the U.S. in 2021 and 2022. We do not separately track domestic and foreign revenue from customers, and providing such information would not be meaningful. Excluding a de minimis number of trailers, all of our long-lived assets are, and have been for the last two fiscal years, located within the United States.


SEASONALITY


In 2015 and 2016, we experienced marked surges in business and profitability

Our tractor productivity decreases during the fourth quarter holidaywinter season due to our team drivers and customer base.  This occurred again in 2017, though not to the same extent as in the previous two years. After this surge, revenue generally decreases as customers reduce shipments following the holiday season and asbecause inclement weather impedes operations.operations, and some shippers reduce their shipments after the winter holiday season. Our Expedited reportable segment, has historically experienced a greater reduction in first quarter demand than our other operations, however, this trend has lessened following the growth of AAT, which is part of the Expedited reportable segment, and our work with long-term customers to improve the stability of contracted capacity in our Expedited fleet. Revenue also can be affected by bad weather, holidays and the number of business days that occur during a given period, since revenue is directly related to available working days of shippers. At the same time, operating expenses generally increase withand fuel efficiency decliningdeclines because of engine idling and harsh weather creating higher accident frequency, increased claims, and more physical damage equipment repairs. ForIn addition, many of our customers, particularly those in the reasons stated, first quarter results historically have been lower than results in each of the other three quarters of the year, excluding charges.  The duration of what is considered peak season has shortened over the last few years and now is approximately a five-week period beginning the week of Thanksgiving and ending on Christmas Eve, andretail industry where we have seen our customers’ networks adjust accordingly.  If this trend continues,a large presence, demand additional capacity during the fourth quarter, which limits our ability to take advantage of more attractive spot market rates that generally exist during such periods. Further, despite our efforts to meet such demands, we may fail to do so, which may result in lost future business opportunities with such customers, which could have a materially adverse effect on our operations. Recently, the duration of this surgeincreased period of demand in business and ourthe fourth quarter profitabilityhas shortened, with certain customers requiring the same volume of shipments over a more condensed timeframe, resulting in increased stress and demand on our network, people, and systems. If this trend continues, it could be negatively affected.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

our service during the fourth quarter increasingly difficult. We may also suffer from natural disasters and weather-related events, such as tornadoes, hurricanes, blizzards, ice storms, floods, and fires, which may increase in frequency and severity due to climate change, as well as other man-made disasters. These events may disrupt fuel supplies, increase fuel costs, disrupt freight shipments or routes, affect regional economies, destroy our assets, or adversely affect the business or financial condition of our customers, any of which could have a materially adverse effect on our results of operations or make our results of operations more volatile. Weather and other seasonal events could adversely affect our operating results.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We experience various market risks, including changes in interest rates and fuel prices. We do not enter into derivatives or other financial instruments for trading or speculative purposes, or when there are no underlying related exposures. Because our operations are mostly confined to the United States, we are not subject to a material amount of foreign currency risk.  Refer to Note 13, "Derivative Instruments," of the accompanying consolidated financial statements for further information.


COMMODITY PRICE RISK


We engage in activities that expose us to market risks, including the effects of changes in fuel prices and in interest rates. Financial exposures are evaluated as an integral part of our risk management program, which seeks, from time-to-time, to reduce the potentially adverse effects that the volatility of fuel markets and interest rate risk may have on operating results.


In an effort to seek to reduce the variability of the ultimate cash flows associated with fluctuations in diesel fuel prices, we have periodically enterentered into various derivative instruments, including forward futures swap contracts. We enterhave historically entered into hedging contracts with respect to ULSD. Under these contracts, we paypaid a fixed rate per gallon of ULSD and receivereceived the monthly average price of Gulf Coast ULSD. The retrospective and prospective regression analyses provided that changes in the prices of diesel fuel and ULSD were deemed to be highly effective based on the relevant authoritative guidance. Previously we had also entered into hedging contracts with respect to heating oil, a small portionAs of which we determined to be ineffective on a prospective basis in 2015. Consequently, we recognized a reduction in fuel expense of $1.4 million in 2015 to mark the related liability to market. As a result of our early adoption of ASU 2017-12, we are no longer required to separately measure and record hedge ineffectiveness.  At December 31, 2017 and 2016, there were2022, we have no remaining ineffective fuel hedge contracts and, thus, all remaining fuel hedge contracts continue to qualify as cash flow hedges.in our consolidated balance sheet. We do not engage in speculative transactions, nor do we hold or issue financial instruments for trading purposes.


purposes.

A one dollar increase in the price of diesel per gallon would decreaseincrease our net income by $1.4$0.3 million. This sensitivity analysis considers that we expect to purchase approximately 46.917.8 million gallons of diesel annually, with an assumed fuel surcharge recovery rate of 78.9%102.4% of the cost (which was our fuel surcharge recovery rate during the year ended December 31, 2017)2022).  Assuming our fuel surcharge recovery is consistent, this leaves 9.9 million gallons that are not covered by the natural hedge created by our fuel surcharges.


INTEREST RATE RISK


In August 2015, we entered into an interest rate swap agreement with a notional amount of $28.0 million, which was designated as a hedge against the variability in future interest payments due on the debt associated with the purchase of our corporate headquarters. The terms of the swap agreement effectively convert the variable rate interest payments on this note to a fixed rate of 4.2% through maturity on August 1, 2035. In 2016, we also entered into several interest rate swaps all of which fully matured during 2022, which were designated to hedge against the variability in future interest rate payments due on rent associated with the purchase of certain trailers. Because the critical terms of the swap and hedged item coincide, in accordance with the requirements of ASC 815, the change in the fair value of the derivative is expected to exactly offset changes in the expected cash flows due to fluctuations in the LIBOR rate over the term of the debt instrument, and therefore no ongoing assessment of effectiveness is required. TheFor the years ended December 31, 2022 and 2021, the fair value of the swap agreements, that were in effect at December 31, 2017 and 2016, of approximately $0.4 million and $0.7 million, respectively, is included in other assets and other liabilities, as appropriate, in the consolidated balance sheet, and is included in accumulated other comprehensive income (loss), net of tax. Additionally, $0.4 million and $0.6 million wasamounts reclassified from accumulated other comprehensive income (loss)loss into our results of operations, as additional interest expense for the year ended December 31, 2017 and 2016, respectively, relatedamounts expected to changes in interest rates during such periods. Based on the amounts in accumulated other comprehensive income (loss) as of December 31, 2017, we expect to reclassify losses of approximately $0.2 million, net of tax, on derivative instrumentsbe reclassified from accumulated other comprehensive income (loss) into our results of operations during the next twelve months due to interest rate changes, in interest rates.are approximately $0.3 million. The amounts actually realized will depend on the fair values as of the date of settlement.

44

Our market risk is also affected by changes in interest rates. Historically, we have used a combination of fixed-rate and variable-rate obligations to manage our interest rate exposure. Fixed-rate obligations expose us to the risk that interest rates might fall. Variable-rate obligations expose us to the risk that interest rates might rise. Of our total $213.8$179.6 million of debt including operating and capitalfinance leases, we had $44.5$20.3 million of variable rate debt outstanding at December 31, 2017, including our Credit Facility,2022, which consisted of a real-estate note and certain equipment notes, of which the real-estate note of $25.8 million wasis hedged with the interest rate swap agreement noted above at 4.2% and certain of our equipment notes totaling $9.7 million were hedged at a weighted average interest rate of 2.0%. Our earnings would be affected by changes in these short-term interest rates.rates, if we were to borrow under our Credit Facility or otherwise incur variable-rate obligations. Risk can be quantified by measuring the financial impact of a near-term adverse increase in short-term interest rates. At our December 31, 20172022 level of borrowing on our non-hedged variable rate debt, a 1% increase in our applicable rate would reduce annual net income by less than $0.1 million.have an immaterial impact to our consolidated results of operations. Our remaining debt is fixed rate debt, and therefore changes in market interest rates do not directly impact our interest expense.


ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements of Covenant TransportationLogistics Group, Inc. and subsidiaries, including the consolidated balance sheets as of December 31, 20172022 and 2016,2021, and the related statements of operations, statements of comprehensive income, statements of stockholders' equity, and statements of cash flows for each of the years in the three-yeartwo-year period ended December 31, 2017,2022, together with the related notes, and the report of KPMGGrant Thornton LLP, our independent registered public accounting firm as of December 31, 2017 and 2016,2022, and for each of the years in the threetwo year period ended December 31, 20172022, are set forth at pages 6752 through 9553 elsewhere in this report.


ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There has been no change in or disagreement with accountants on accounting or financial disclosure during our two most recent fiscal years.


ITEM 9A.CONTROLS AND PROCEDURES

ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures


We have established disclosure controls and procedures to ensure that material information relating to us, andincluding our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and the BoardBoard.

As of Directors.


Based on theirthe end of the period covered by this report, we carried out an evaluation, asunder the supervision and with the participation of December 31, 2017, our management, including the Chief Executive Officer and Chief Financial Officer, have concluded thatof 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) are effective at a reasonable assurance level to ensure. Based upon that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, includingevaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as appropriate, to allow timely decisions regarding required disclosure.

of December 31, 2022.

Management's Annual Report on Internal Control Over Financial Reporting


Management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internalreporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Management, including our Chief Executive Officer and Chief Financial Officer under the oversight of our Board, assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making this assessment, our management used the criteria for effective internal control over financial reporting described in “Internal Control-Integrated Framework (2013),” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, management believes that, as of December 31, 2022, our internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act aseffective based on those criteria.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officers and effected by the board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles andGAAP. A company’s internal control over financial reporting includes those policies and procedures that:


pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;the assets of the company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,GAAP, and that our receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors;directors of the company; and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of ourthe company’s assets that could have a material effect on ourthe financial statements.


We have confidence

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 ourconditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even effective 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. control over financial reporting can only provide reasonable assurance of achieving its control objectives.

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.


Management assessed

We acquired AAT on February 9, 2022, and management excluded from its assessment of the effectiveness of our internal control over financial reporting as of December 31, 2017. Management based this assessment on the framework in the Internal Control- Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on its assessment, management believes that, as of December 31, 2017, our2022, AAT’s internal control over financial reporting is effective based on those criteria.


KPMG LLP,associated with total assets and total revenues representing approximately 7.2% and 2.7%, respectively, of the independent registered public accounting firm who auditedconsolidated financial statements as of and for the Company's Consolidated Financial Statements included in this From 10-K, has issued a report on theyear ended December 31, 2022.

The Company's internal control over financial reporting as of December 31, 2022, has been audited by Grant Thornton, LLP, an independent registered public accounting firm as stated in its report which is included herein.

45

Changes in Internal Control Over Financial Reporting


There werehave 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 fourth quarter ended December 31, 2017,of fiscal year 2022, that have materially affected, or are reasonably likely to materially affect, ourthe Company’s internal control over financial reporting.


ITEM 9B.OTHER INFORMATION

ITEM 9B.

OTHER INFORMATION

None.

ITEM 9C.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III


ITEM 10.DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

We incorporate

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The information required by referencethis Item will be included in the information respecting executive officers and directors set forth under the captions "Proposal 1 - Election of Directors", "Corporate Governance – Section 16(a) Beneficial Ownership Reporting Compliance", "Corporate Governance – Our Executive Officers", "Corporate Governance – Code of Conduct and Ethics", and "Corporate Governance – Committees of the Board of Directors – The Audit Committee" in our Proxy Statement for the 2018 annual meeting of stockholders, which willCompany's definitive proxy statement to be filed with the SecuritiesSEC within 120 days after December 31, 2022, in connection with the solicitation of proxies for the Company's 2023 Annual Meeting of Stockholders (the "2023 Proxy Statement"), and Exchange Commission in accordance with Rule 14a-6 promulgated under the Securities Exchange Act of 1934, as amended (the "Proxy Statement"); provided, that the section entitled "Corporate Governance – Committees of the Board of Directors – is incorporated herein by reference.

ITEM 11.

EXECUTIVE COMPENSATION

The Audit Committee – Report of the Audit Committee" containedinformation required by this Item will be included in the 2023 Proxy Statement, and is not incorporated herein by reference.


ITEM 11.EXECUTIVE COMPENSATION

We incorporate by reference the information set forth under the sections entitled "Executive Compensation", "Corporate Governance – Committees of the Board of Directors – The Compensation Committee – Compensation Committee Interlocks and Insider Participation", and "Corporate Governance – Committees of the Board of Directors – The Compensation Committee" in the Proxy Statement; provided, that the section entitled "Corporate Governance – Committees of the Board of Directors – The Compensation Committee – Report of the Compensation Committee" contained in the Proxy Statement is not incorporated by reference.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table provides certain information, as of December 31, 2017,2022, with respect to our compensation plans and other arrangements under which shares of our Class A common stock are authorized for issuance.


Equity Compensation Plan Information


Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights  Weighted average exercise price of outstanding options, warrants and rights  
Number of securities
remaining eligible for future issuance under equity compensation plans (excluding securities reflected in column (a))
 
  (a)  (b)  (c) 
Equity compensation plans approved by security holders  587,024(1) $-   186,430 
Equity compensation plans not approved by security holders  
-
   
-
   
-
 
Total  587,024  $-   186,430 

Plan category

 

Number of securities to be issued upon exercise of outstanding options, warrants and rights

   

Weighted average exercise price of outstanding options, warrants and rights

  

Number of securities remaining eligible for future issuance under equity compensation plans (excluding securities reflected in column (a))

 
  

(a)

   

(b)

  

(c)

 

Equity compensation plans approved by security holders

  1,575,667 

(1)

 $18.04   872,509 

Equity compensation plans not approved by security holders

  -    -   - 

Total

  1,575,667   $18.04   872,509 

(1)

Represents unvested restricted shares and unvested stock options granted under the 2006 Omnibus Incentive Plan, as amended. The weighted average stock price on the date of grant for outstanding restricted stock awards was $18.14,$19.12, which is not reflected in column (b), because restricted stock awards do not have an exercise price. The amount in column (b) represents the weighted average exercise price of the outstanding unvested stock options.


We incorporate

The information required by reference the information set forth under the section entitled "Security Ownership of Certain Beneficial Owners and Management"this Item will be included in the 2023 Proxy Statement.


ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

We incorporateStatement, and is incorporated herein by reference thereference.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information set forth under the sections entitled "Corporate Governance – Board of Directors and Its Committees" and "Certain Relationships and Related Transactions"required by this Item will be included in the 2023 Proxy Statement.


ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES

We incorporateStatement, and is incorporated herein by reference thereference.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The remaining information set forth under the section entitled "Relationships with Independent Registered Public Accounting Firm – Principal Accountant Fees and Services"required by this Item will be included in the 2023 Proxy Statement.

Statement, and is incorporated herein by reference.

PART IV


ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

ITEM 15.

1.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements.

(a)

1.

Financial Statements.

Our audited consolidated financial statements are set forth at the following pages of this report:

67

52

  53

Consolidated Balance Sheets

69

54

70

55

71

56

72

57

73

58

74

59

2.

Financial Statement Schedules.

Financial statement schedules are not required because all required information is included in the financial statements or is not applicable.

3.

Exhibits.

The exhibits required to be filed by Item 601 of Regulation S-K are listed under paragraph (b) below and on the Exhibit Index appearing at the end of this report. Management contracts and compensatory plans or arrangements are indicated by an asterisk.

(b)

Exhibits.

The following exhibits are filed with this Form 10-K or incorporated by reference to the document set forth next to the exhibit listed below.

Exhibit Number

Reference

Description

 Accounts Receivable Purchase Agreement by and between Covenant Transport Solutions, LLC and Advance Business Capital LLC, dated as of July 8, 2020 (Incorporated by reference to Exhibit 2.1 to the Company's Form 10-Q, filed November 3, 2020)

3.1

Third Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 99.23.1 to the Company's Report on Form 8-K, filed May 29, 2007)July 2, 2020)

Second

Sixth Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Company's Report on Form 10-Q,8-K, filed May 13, 2011)August 9, 2021)

Third Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 99.23.1 to the Company's Report on Form 8-K, filed May 29, 2007)July 2, 2020)

Second

Sixth Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Company's Report on Form 10-Q,8-K, filed May 13, 2011)August 9, 2021)

#Description of the Registrant's Securities

10.1

*

Form of Indemnification Agreement between Covenant Transport, Inc.for Executive Officers and each officer and director, effective May 1, 2004Directors (Incorporated by reference to Exhibit 10.210.1 to the Company's Form 10-Q, filed August 5, 2004)2021)

*

Form of Restricted Stock Award Notice under the 2006 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.22 to the Company's Form 10-Q, filed August 9, 2006)

*

Form of Restricted Stock Special Award Notice under the 2006 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.23 to the Company's Form 10-Q, filed August 9, 2006)

Form of Lease Agreement (Open End) used in connection with Daimler Facility (Incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q, filed August 11, 2008)
Amendment to Lease Agreement (Open End) used in connection with Daimler Facility (Incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q, filed August 11, 2008)
Form of Direct Purchase Money Loan and Security Agreement used in connection with Daimler Facility (Incorporated by reference to Exhibit 10.5 to the Company's Form 10-Q, filed August 11, 2008)
Amendment to Direct Purchase Money Loan and Security Agreement used in connection with Daimler Facility (Incorporated by reference to Exhibit 10.6 to the Company's Form 10-Q, filed August 11, 2008)

Third Amended and Restated Credit Agreement, dated September 23, 2008, among Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A., and Textron Financial Corporation (Incorporated by reference to Exhibit 10.14 to the Company's Form 10-K, filed March 30, 2010)

*

Covenant Transportation Group, Inc. Third Amended and Restated 2006 Omnibus Incentive Plan (Incorporated by reference to Appendix A to the Company's Schedule 14A, filed April 19, 2013)

Amendment No. 1 to Third Amended and Restated Credit Agreement, dated March 27, 2009, among Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A., and Textron Financial Corporation (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, filed May 15, 2009)

Second Amendment to Third Amended and Restated Credit Agreement, dated February 25, 2010, among Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A., and Textron Financial Corporation (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, filed May 17, 2010)

Third Amendment to Third Amended and Restated Credit Agreement, dated July 30, 2010, among Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., and JP Morgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, filed November 9, 2010)

Fourth Amendment to Third Amended and Restated Credit Agreement, dated August 31, 2010, among Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., and JP Morgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q, filed November 9, 2010)

Fifth Amendment to Third Amended and Restated Credit Agreement, dated September 1, 2011, among Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., and JP Morgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K, filed October 28, 2011)

Sixth Amendment to Third Amended and Restated Credit Agreement, dated effective as of October 24, 2011, among Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., and JP Morgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.2 to the Company's Report on Form 8-K, filed October 28, 2011)

Seventh Amendment to Third Amended and Restated Credit Agreement, dated effective as of March 29, 2012, among Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., and JP Morgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K, filed April 2, 2012)

Eighth Amendment to Third Amended and Restated Credit Agreement, dated effective as of December 31, 2012, among Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., and JP Morgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K, filed January 31, 2013)

Ninth Amendment to Third Amended and Restated Credit Agreement and Related Security Documents, dated effective as of August 6, 2014, among Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, filed November 13, 2014)

Tenth Amendment to Third Amended and Restated Credit Agreement and Related Security Documents, dated effective as of September 8, 2014, among Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, Inc., Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Bank of America, N.A., and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q, filed November 13, 2014)

*

Consulting Agreement (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, filed November 9, 2016)
*Description of Director Compensation Program (Incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q, filed May 8, 2015)

Joinder, Supplement and Eleventh Amendment to Third Amended and Restated Credit Agreement, dated effective as of August 6, 2015, among Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Driven Analytic Solutions, LLC, Covenant Properties, LLC, Bank of America, N.A., and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, filed November 9, 2015)

*

Description of 2017 Cash Bonus Plan (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, filed May 10, 2017)

Twelfth Amendment to Third Amended and Restated Credit Agreement, dated effective as of February 25, 2016, among Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Driven Analytic Solutions, LLC, Covenant Properties, LLC, Bank of America, N.A., and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q, filed May 10, 2016)

Thirteenth Amendment to Third Amended and Restated Credit Agreement, dated effective as of December 16, 2016, among Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Driven Analytic Solutions, LLC, Bank of America, N.A., and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.26 to the Company's Form 10-k, filed March 14, 2017)

*First Amendment to Consulting Agreement (Incorporated by reference to Exhibit 10.27 to the Company's Form 10-K, filed March 14, 2017)

#

Fourteenth Amendment to Third Amended and Restated Credit Agreement, dated effective as of November 28, 2017, among Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, Inc., Covenant Transport Solutions, Inc., Star Transportation, Inc., Driven Analytic Solutions, LLC, Transport Management Services, LLC, Bank of America, N.A., and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.27 to the Company's Form 10-K, filed February 28, 2018)

10.20

Fifteenth Amendment to Third Amended and Restated Credit Agreement, dated effective as of June 19, 2018, among Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, Inc., Covenant Transport Solutions, LLC, Star Transportation, Inc., Covenant Logistics, Inc., Driven Analytic Solutions, LLC, Transport Management Services, LLC, Bank of America, N.A., and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, filed August 8, 2018)

10.21

Sixteenth Amendment to Third Amended and Restated Credit Agreement, dated effective as of July 3, 2018, among Covenant Transportation Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, Inc., Covenant Transport Solutions, LLC, Star Transportation, Inc., Covenant Logistics, Inc., Driven Analytic Solutions, LLC, Transport Management Services, LLC, Landair Holdings, Inc., Landair Transport, Inc., Landair Logistics, Inc., Landair Leasing, Inc., Bank of America, N.A., and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q, filed November 9, 2018)

10.22Seventeenth Amendment to Third Amended and Restated Credit Agreement, dated as of September 23, 2020, among Covenant Logistics Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, Inc., Covenant Transport Solutions, LLC, Star Transportation, Inc., Covenant Logistics, Inc., Transport Management Services, LLC, Landair Holdings, Inc., Landair Transport, Inc., Landair Logistics, Inc., Landair Leasing, Inc., and Bank of America, N.A. (Incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q, filed November 3, 2020)
10.23Eighteenth Amendment to Third Amended and Restated Credit Agreement, dated as of October 23, 2020, among Covenant Logistics Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, Inc., Covenant Transport Solutions, LLC, Star Transportation, Inc., Covenant Logistics, Inc., Transport Management Services, LLC, Landair Holdings, Inc., Landair Transport, Inc., Landair Logistics, Inc., Landair Leasing, Inc., and Bank of America, N.A. (Incorporated by reference to Exhibit 10.23 to the Company’s Form 10-K, filed March 5, 2021)
10.24*First Amendment to the Covenant Transportation Group, Inc. Third Amended and Restated 2006 Omnibus Incentive Plan (Incorporated by reference to Appendix A to the Company's Definitive Proxy Statement filed with the SEC on April 8, 2019 in connection with the 2019 Annual Meeting of Stockholders)

10.25

*Second Amendment to the Company’s Third Amended and Restated 2006 Omnibus Incentive Plan (Incorporated by reference to Appendix A to the Company's Schedule 14A, filed June 8, 2020)

10.26*Form of Restricted Stock Award Notice under the Third Amended and Restated 2006 Omnibus Incentive Plan, as amended (Incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q, filed August 9, 2019)
10.27*Form of Restricted Stock Award Notice under the Third Amended and Restated 2006 Omnibus Incentive Plan, as amended (Double Trigger Change in Control) (Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q, filed August 10, 2020)
10.28*Form of Restricted Stock Award Notice under the Third Amended and Restated 2006 Omnibus Incentive Plan, as amended (Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q, filed August 5, 2021)
10.29*Form of Option Award Notice under the Third Amended and Restated 2006 Omnibus Incentive Plan, as amended (Incorporated by reference to Exhibit 10.28 to the Company’s Form 10-K, filed March 5, 2021)
10.30*Form of Executive Severance Agreement (Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q, filed November 3, 2020)
10.31Account Management Agreement, Amendment to Purchase Agreement and Mutual Release, by and among Covenant Transport Solutions, LLC, Covenant Logistics Group, Inc., Triumph Bancorp, Inc., and Advance Business Capital LLC, dated as of September 23, 2020 (Incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q, filed November 3, 2020)
10.32Draw Note in the face amount of $45.0 million by Covenant Logistics Group, Inc. and Covenant Transport Solutions, LLC with TBK Bank, SSB as Lender and Agent, dated as of September 23, 2020 (Incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q, filed November 3, 2020)
10.33Nineteenth Amendment to Third Amended and Restated Credit Agreement, dated as of May 4, 2022, among Covenant Logistics Group, Inc., Covenant Transport, Inc., CTG Leasing Company, Covenant Asset Management, LLC, Southern Refrigerated Transport, LLC, Covenant Transport Solutions, LLC, Star Transportation, LLC, Covenant Logistics, Inc., Transport Management Services, LLC, Landair Holdings, Inc., Landair Transport, Inc., Landair Logistics, Inc., Landair Leasing, Inc., AAT Carriers, Inc., and Bank of America, N.A. (Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q, filed August 5, 2022)
10.34*Covenant Logistics Group Supplemental Savings Plan, effective July 1, 2022 (Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q, filed August 5, 2022)

21

#

List of Subsidiaries

#

Consent of Independent Registered Public Accounting Firm – KPMGGrant Thornton LLP

#Consent of Independent Auditor – LBMC, PC

#

##

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

#

##

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 Richard B. Cribbs,James S. Grant, the Company's Principal Financial Officer

#

##

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

#

##

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Richard B. Cribbs,James S. Grant, the Company's Chief Financial Officer

101.INS

#

Financial Statements of Transport Enterprise Leasing, LLC
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


References:

#104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

References:

#

Filed herewith.

##Furnished herewith.

*

Management contract or compensatory plan or arrangement.

ITEM 16.

FORM 10-K SUMMARY


ITEM 16.FORM 10-K SUMMARY

None.

SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


COVENANT TRANSPORTATIONLogistics GROUP, INC.

Date: February 27, 201828, 2023

By:

/s/ Richard B. CribbsJames S. Grant

Richard B. Cribbs

James S. Grant

Executive Vice President and Chief Financial Officer in his capacity as such and as duly authorized on behalf of the issuer.


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature and Title

Date

/s/ David R. Parker

February 28, 2023

David R. Parker

Chairman of the Board and Chief Executive Officer

(principal executive officer)

/s/ James S. Grant

February 28, 2023

James S. Grant

Executive Vice President and Chief Financial Officer

(principal financial officer and principal accounting officer)

/s/ Bradley A. Moline

February 28, 2023

Bradley A. Moline

Director

/s/ Rachel Parker-Hatchett

February 28, 2023

Rachel Parker-Hatchett

Director

/s/ Robert E. Bosworth

February 28, 2023

Robert E. Bosworth

Director

/s/ Herbert J. Schmidt

February 28, 2023

Herbert J. Schmidt

Director

/s/ W. Miller Welborn

February 28, 2023

W. Miller Welborn

Director

   

/s/ David R. ParkerD. Michael Kramer

 February 27, 201828, 2023
David R. Parker

D. Michael Kramer

  
Chairman of the Board and Chief Executive Officer
(principal executive officer)

Director

  
   

/s/ Richard B. CribbsBenjamin Carson Sr.

 February 27, 201828, 2023
Richard B. Cribbs

Benjamin Carson Sr.

  
Executive Vice President and Chief Financial Officer
(principal financial officer)

Director

  
/s/ M. Paul BunnFebruary 27, 2018
M. Paul Bunn
Chief Accounting Officer
(principal accounting officer)
/s/ Bradley A. MolineFebruary 27, 2018
Bradley A. Moline
Director
/s/ William T. AltFebruary 27, 2018
William T. Alt
Director
/s/ Robert E. BosworthFebruary 27, 2018
Robert E. Bosworth
Director
/s/ Herbert J. Schmidt
February 27, 2018
Herbert J. Schmidt
Director
/s/ W. Miller WelbornFebruary 27, 2018
W. Miller Welborn
Director


Report of Independent Registered Public Accounting Firm

To the

Board of Directors and Stockholders
Shareholders

Covenant TransportationLogistics Group, Inc.:


Opinions

Opinion on the Consolidated Financial Statements and Internal Control Over Financial Reporting


financial statements

We have audited the accompanying consolidated balance sheets of Covenant TransportationLogistics Group, Inc. (a Nevada holding company) and subsidiaries (the “Company”) as of December 31, 20172022 and 2016,2021, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year periodthen ended, December 31, 2017, and the related notes (collectively referred to as the “consolidated financial“financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.


In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20172022 and 2016,2021, and the results of its operations and its cash flows for each of the years in the three-year periodthen ended December 31, 2017, in conformity with U.S.accounting principles generally accepted accounting principles. Also in our opinion, the United States of America.

We also have audited, in accordance with the standards of the Public Company maintained, in all material respects, effectiveAccounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2017,2022, based on criteria established in the 2013 Internal ControlIntegrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.


Commission (“COSO”), and our report dated February 28, 2023 expressed an unqualified opinion.

Basis for Opinion


The Company’s management is responsible for these consolidatedopinion

These financial statements for maintaining effective internal control over financial reporting, and for its assessmentare the responsibility of the effectiveness of internal control over financial reporting.Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditsaudit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.


fraud. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that is communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Auto Liability Self-Insurance Reserves

As described further in Note 1 to the consolidated financial statements. statements, the Company has significant self-insured amounts related to its auto liability and has exposure to fluctuations in the number and severity of claims and to variations between estimated and actual ultimate payouts. The Company records a liability for the uninsured portion of pending claims and claims related expenses including legal and other direct costs associated with the claim. Estimates require judgment concerning the nature and severity of the claim, historical trends, and other relevant information based on specific facts and circumstances for individual claims. We identified the estimation of the Company’s auto liability accrual subject to self-insured insurance retention amounts as a critical audit matter. Incurred auto claim liabilities are determined by projecting the estimated ultimate loss related to a claim, less actual costs paid to date, based upon the nature and severity of the claim and historical trends.

The principal considerations for assessing auto liability claims as a critical audit matter are the high level of estimation uncertainty related to determining the severity of these types of claims, as well as the inherent subjectivity in management’s judgment in estimating the total costs to settle or dispose of these claims.

Our audit procedures related to this critical audit matter included the following, among others:

We tested the design and operating effectiveness of key controls over the accrued auto liability, including, but not limited to, controls to validate that claims were reported and recorded accurately and controls related to the review and approval of initial claim reserves, subsequent changes to claim reserves, and projected claim liabilities.

We tested a sample of underlying claims through analysis of accident reports and insurance and legal records to validate information utilized by management in determining the accrual was complete and accurate.

We reconciled claims data to the actuarial software used to determine loss development factors and used in management’s estimation methodology.

We utilized a specialist in evaluating management’s calculated loss development factors to test that the factors provide a reasonable basis for determining estimated loss reserves.

We performed a retrospective review of prior year and current year reserves to validate those changes in estimated losses were appropriate and supported by current year claim development.

/s/ Grant Thornton LLP

We have served as the Company's auditor since 2020.

Charlotte, North Carolina

February 28, 2023

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Covenant Logistics Group, Inc.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Covenant Logistics Group, Inc. (a Nevada holding company) and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in the 2013 Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal ControlIntegrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2022, and our report dated February 28, 2023 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also includedrisk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audits provideaudit provides a reasonable basis for our opinions.


and opinion on, the Company's internal control over financial reporting does not include the internal control over financial reporting of AAT Carriers, Inc., a wholly-owned subsidiary, whose financial statements reflect total assets and revenues constituting 7.2% and 2.7%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2022. As indicated in Management's Report, AAT Carriers, Inc. was acquired during 2022. Management's assertion on the effectiveness of the Company's internal control over financial reporting of AAT Carriers, Inc.

Definition and Limitationslimitations of Internal Control Over Financial Reporting


internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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.


We have served as the Company’s auditor since 2001.

/s/ KPMGGrant Thornton LLP


Nashville, Tennessee

Charlotte, North Carolina
February 28, 20182023


COVENANT TRANSPORTATION GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2017 AND 2016
(In thousands, except share data)
 
       
  2017  2016 
ASSETS      
Current assets:      
Cash and cash equivalents $15,356  $7,750 
Accounts receivable, net of allowance of $1,456 in 2017 and $1,345 in 2016  104,153   96,636 
Drivers' advances and other receivables, net of allowance of $556 in 2017 and $519 in 2016  15,062   8,757 
Inventory and supplies  4,232   3,980 
Prepaid expenses  8,699   10,889 
Assets held for sale  1,444   2,695 
Income taxes receivable  11,551   4,256 
Other short-term assets  1,817   - 
Total current assets  162,314   134,963 
         
Property and equipment, at cost  650,988   631,076 
Less: accumulated depreciation and amortization  (186,916)  (165,605)
Net property and equipment  464,072   465,471 
         
Other assets, net  23,282   20,104 
         
Total assets $649,668  $620,538 
LIABILITIES AND STOCKHOLDERS' EQUITY        
Current liabilities:        
Checks outstanding in excess of bank balances $-  $189 
Accounts payable  11,857   13,032 
Accrued expenses  26,520   26,607 
Current maturities of long-term debt  24,596   24,947 
Current portion of capital lease obligations  2,962   2,441 
Current portion of insurance and claims accrual  15,042   17,177 
Other short-term liabilities  243   3,388 
Total current liabilities  81,220   87,781 
         
Long-term debt  164,465   168,676 
Long-term portion of capital lease obligations  21,777   19,761 
Insurance and claims accrual  21,836   20,866 
Deferred income taxes  63,344   84,157 
Other long-term liabilities  1,825   2,883 
Total liabilities  354,467   384,124 
Commitments and contingent liabilities  -   - 
Stockholders' equity:        
Class A common stock, $.01 par value; 20,000,000 shares authorized; 15,979,703 shares issued and outstanding as of December 31, 2017; and 15,922,879 issued and  15,899,223 outstanding as of December 31, 2016  171   170 
Class B common stock, $.01 par value; 5,000,000 shares authorized; 2,350,000 shares issued and outstanding  24   24 
Additional paid-in-capital  137,242   137,912 
Treasury stock at cost; no shares as of December 31, 2017 and 23,656 shares as of December 31, 2016  -   (1,084)
Accumulated other comprehensive income (loss)  293   (2,640)
Retained earnings  157,471   102,032 
Total stockholders' equity  295,201   236,414 
Total liabilities and stockholders' equity $649,668  $620,538 

COVENANT Logistics GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2022 and 2021

(In thousands, except share data)

  

2022

  

2021

 

ASSETS

        

Current assets:

        

Cash and cash equivalents

 $68,665  $8,412 

Accounts receivable, net of allowance of $2,934 in 2022 and $4,112 in 2021

  119,770   142,362 

Drivers' advances and other receivables, net of allowance of $585 in 2022 and $542 in 2021

  3,798   8,792 

Inventory and supplies

  3,516   3,323 

Prepaid expenses

  15,746   12,536 

Assets held for sale

  5,956   2,925 

Income taxes receivable

  4,838   10,177 

Other short-term assets

  367   - 

Total current assets

  222,656   188,527 
         

Property and equipment, at cost

  619,686   518,406 

Less: accumulated depreciation and amortization

  (211,951)  (171,923)

Net property and equipment

  407,735   346,483 
         

Goodwill

  58,217   42,518 

Other intangibles, net

  48,169   20,475 

Other assets

  58,843   52,384 

Noncurrent assets from discontinued operations

  1,025   1,275 
         

Total assets

 $796,645  $651,662 

LIABILITIES AND STOCKHOLDERS' EQUITY

        

Current liabilities:

        

Accounts payable

  33,896   29,907 

Accrued expenses

  50,984   38,001 

Accrued purchased transportation

  7,779   24,689 

Current maturities of long-term debt

  18,897   5,722 

Current portion of finance lease obligations

  5,326   6,848 

Current portion of operating lease obligations

  18,179   15,811 

Current portion of insurance and claims accrual

  21,060   21,210 

Other short-term liabilities

  -   557 

Total current liabilities

  156,121   142,745 
         

Long-term debt

  90,367   20,347 

Long-term portion of finance lease obligations

  432   3,969 

Long-term portion of operating lease obligations

  46,428   21,554 

Insurance and claims accrual

  15,859   21,438 

Deferred income taxes

  98,716   84,661 

Other long-term liabilities

  7,494   2,149 

Other long-term liabilities of discontinued operations

  4,100   5,100 

Total liabilities

  419,517   301,963 

Commitments and contingencies

  -   - 

Stockholders' equity:

        

Class A common stock, $.01 par value; 40,000,000 shares authorized; 16,125,786 shares issued and 11,207,570 outstanding as of December 31, 2022; and 40,000,000 authorized; 16,125,786 shares issued and 14,414,159 shares outstanding as of December 31, 2021

  161   161 

Class B common stock, $.01 par value; 5,000,000 shares authorized; 2,350,000 shares issued and outstanding

  24   24 

Additional paid-in-capital

  152,886   149,406 

Treasury stock at cost; 4,918,216 and 1,711,627 shares as of December 31, 2022 and December 31, 2021, respectively

  (106,500)  (23,662)

Accumulated other comprehensive loss

  1,086   (1,306)

Retained earnings

  329,471   225,076 

Total stockholders' equity

  377,128   349,699 

Total liabilities and stockholders' equity

 $796,645  $651,662 

The accompanying notes are an integral part of these consolidated financial statements.

COVENANT LogisticsGROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31,
 2022 and 2021

(In thousands, except per share data)

  

2022

  

2021

 

Revenues

        

Freight revenue

 $1,046,396  $949,913 

Fuel surcharge revenue

  170,462   96,090 

Total revenue

 $1,216,858  $1,046,003 
         

Operating expenses:

        

Salaries, wages, and related expenses

  402,276   350,246 

Fuel expense

  166,410   103,641 

Operations and maintenance

  79,051   59,269 

Revenue equipment rentals and purchased transportation

  325,624   331,685 

Operating taxes and licenses

  11,931   10,899 

Insurance and claims

  50,547   38,788 

Communications and utilities

  5,385   4,558 

General supplies and expenses

  37,762   29,673 

Depreciation and amortization

  57,512   53,881 

Gain on disposition of property and equipment, net

  (40,322)  (3,799)

Total operating expenses

  1,096,176   978,841 

Operating income

  120,682   67,162 

Interest expense, net

  3,083   2,791 

Income from equity method investment

  (25,193)  (14,782)

Income from continuing operations

  142,792   79,153 

Income tax expense

  34,860   20,962 

Income from continuing operations

  107,932   58,191 

Income from discontinued operations, net of tax

  750   2,540 

Net income

 $108,682  $60,731 
         

Basic income per share:

        

Income from continuing operations

 $7.19  $3.46 

Income from discontinued operations

 $0.05  $0.15 

Net income

 $7.24  $3.61 

Diluted income per share:

        

Income from continuing operations

 $6.95  $3.42 

Income from discontinued operations

 $0.05  $0.15 

Net income

 $7.00  $3.57 

Basic weighted average shares outstanding

  15,006   16,803 

Diluted weighted average shares outstanding

  15,524   17,020 

The accompanying notes are an integral part of these consolidated financial statements.


COVENANT TRANSPORTATION GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2017, 2016, AND 2015
(In thousands, except per share data)

COVENANT LogisticsGROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2022 and 2021

(In thousands)


  

2022

  

2021

 
         

Net income

 $108,682  $60,731 
         

Other comprehensive income:

        
         

Unrealized gain on effective portion of cash flow hedges, net of tax of ($776) and ($263) in 2022 and 2021, respectively

  2,254   817 
         

Reclassification of cash flow hedge losses into statement of operations, net of tax of ($47), and ($78) in 2022 and 2021, respectively

  138   191 
         

Unrealized holding gain on investments classified as available-for-sale

  -   (63)

Total other comprehensive income

  2,392   945 
         

Comprehensive income

 $111,074  $61,676 
          
  2017  2016  2015 
Revenues         
Freight revenue $626,809  $610,845  $640,120 
Fuel surcharge revenue  78,198   59,806   84,120 
Total revenue $705,007  $670,651  $724,240 
             
Operating expenses:            
Salaries, wages, and related expenses  241,784   234,526   244,779 
Fuel expense  103,139   103,108   122,160 
Operations and maintenance  48,774   45,864   46,458 
Revenue equipment rentals and purchased transportation  141,954   117,472   118,583 
Operating taxes and licenses  9,878   11,712   11,016 
Insurance and claims  33,155   32,596   31,909 
Communications and utilities  6,938   6,057   6,162 
General supplies and expenses  14,783   14,413   14,007 
Depreciation and amortization, including gains and losses on disposition of property and equipment  76,447   72,456   61,384 
Total operating expenses  676,852   638,204   656,458 
Operating income  28,155   32,447   67,782 
Interest expense, net  8,258   8,226   8,445 
Income from equity method investment  (3,400)  (3,000)  (4,570)
Income before income taxes  23,297   27,221   63,907 
Income tax (benefit) expense  (32,142)  10,386   21,822 
Net income $55,439  $16,835  $42,085 
             
Income per share:            
Basic income per share $3.03  $0.93  $2.32 
             
Diluted income per share $3.02  $0.92  $2.30 
             
Basic weighted average shares outstanding  18,279   18,182   18,145 
             
Diluted weighted average shares outstanding  18,372   18,266   18,311 

The accompanying notes are an integral part of these consolidated financial statements.

56

70

COVENANT TRANSPORTATION Logistics GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2017, 2016, AND 2015

2022 and 2021

(In thousands)

                  

Accumulated

         
          

Additional

      

Other

      

Total

 
  

Common Stock

  

Paid-In

  

Treasury

  

Comprehensive

  

Retained

  

Stockholders

 
  

Class A

  

Class B

  

Capital

  

Stock

  

(Loss) Income

  

Earnings

  

Equity

 
                             

Balances at December 31, 2020

 $173  $24  $143,438  $(17,067) $(2,251) $166,325  $290,642 

Net income

  -   -   -   -   -   60,731   60,731 

Share repurchase

  (1)  -   -   (8,367)  -   (1,980)  (10,348)

Other comprehensive income

  -   -   -   -   945   -   945 

Stock-based employee compensation expense

  -   -   9,059   -   -   -   9,059 

Issuance of restricted shares, net

  (11)  -   (3,091)  1,772   -   -   (1,330)

Balances at December 31, 2021

 $161  $24  $149,406  $(23,662) $(1,306) $225,076  $349,699 

Net income

  -   -   -   -   -   108,682   108,682 

Cash dividend

  -   -   -   -   -   (4,287)  (4,287)

Share repurchase

  -   -   -   (84,723)  -   -   (84,723)

Other comprehensive income

  -   -   -   -   2,392   -   2,392 

Stock-based employee compensation expense

  -   -   6,587   -   -   -   6,587 

Exercise of stock options

  -   -   50   334   -   -   384 

Issuance of restricted shares, net

  -   -   (3,157)  1,551   -   -   (1,606)

Balances at December 31, 2022

 $161  $24  $152,886  $(106,500) $1,086  $329,471  $377,128 

          
  2017  2016  2015 
          
Net income $55,439  $16,835  $42,085 
             
Other comprehensive income (loss):            
             
Unrealized gain (loss) on effective portion of cash flow hedges, net of tax of $51, $2,696, and $8,722 in 2017, 2016 and 2015, respectively  149   4,307   (14,051)
             
Reclassification of cash flow hedge losses into statement of operations, net of tax of $1,719, $6,634, and $5,964 in 2017, 2016, and 2015, respectively  2,784   10,597   9,608 
Total other comprehensive income (loss)  2,933   14,904   (4,443)
             
Comprehensive income $58,372  $31,739  $37,642 

The accompanying notes are an integral part of these consolidated financial statements.

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COVENANT TRANSPORTATION LogisticsGROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31 2017, 2016, AND 2015

, 2022 and 2021

(In thousands)

  

2022

  

2021

 

Cash flows from operating activities:

        

Net income

 $108,682  $60,731 

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

        

Provision for losses on accounts receivable

  367   1,338 

(Reversal) deferral of gain on sales to equity method investee, net

  (39)  52 

Depreciation and amortization

  57,512   53,881 

Deferred income tax benefit

  13,968   18,413 

Income tax expense arising from restricted share vesting and stock options exercised

  (526)  (334)

Stock-based compensation expense

  6,587   9,059 

Equity in income of affiliate

  (25,193)  (14,782)

Return on investment in affiliated company

  14,700   4,900 

Gain on disposition of property and equipment

  (40,322)  (3,799)

Return on investment in available-for-sale securities

  -   (63)

Changes in operating assets and liabilities:

        

Receivables and advances

  39,465   (36,544)

Prepaid expenses and other assets

  (3,832)  (710)

Inventory and supplies

  (193)  (204)

Insurance and claims accrual

  (5,729)  (31,653)

Accounts payable and accrued expenses

  (6,217)  12,933 

Net cash flows provided by operating activities

  159,230   73,218 
         

Cash flows from investing activities:

        

Acquisition of AAT Carriers, Inc., net of cash acquired

  (38,501)  - 

Other investments

  (241)  (13)

Redemption of available-for-sale securities

  -   1,508 

Acquisition of property and equipment

  (100,468)  (35,285)

Proceeds from disposition of property and equipment

  53,002   44,134 

Net cash flows (used) provided by investing activities

  (86,208)  10,344 
         

Cash flows from financing activities:

        

Change in checks outstanding in excess of bank balances

  (216)  (1,215)

Cash dividend

  (4,287)  - 

Proceeds from issuance of notes payable

  95,151   - 

Proceeds from exercise of stock options

  384   - 

Repayments of notes payable

  (11,956)  (14,397)

Repayments of finance lease obligations

  (5,516)  (5,626)

Proceeds under revolving credit facility

  60,226   644,874 

Repayments under revolving credit facility

  (60,226)  (695,513)

Payment of minimum tax withholdings on stock compensation

  (1,606)  (1,332)

Common stock repurchased

  (84,723)  (10,348)

Net cash flows used in financing activities

  (12,769)  (83,557)
         

Net change in cash and cash equivalents

  60,253   5 
         

Cash and cash equivalents at beginning of year

  8,412   8,407 

Cash and cash equivalents at end of year

 $68,665  $8,412 
         

Supplemental disclosure of cash flow information:

        

Cash paid (received) during the year for:

        

Interest, net of capitalized interest

 $3,306  $2,762 

Income taxes

 $16,653  $10,236 

Non-cash transactions during the year for:

        

Equipment acquired under finance leases

 $458  $- 

Contingent consideration associated with acquisition

 $16,210  $- 

Other contingent liabilities

 $(1,000) $(3,412)

 Common Stock  
Additional
Paid-In
Capital
   
Treasury
Stock
   
Accumulated
Other
Comprehensive
(Loss) Income
   
Retained
Earnings
  
Total
Stockholders'
Equity
 
  Class A  Class B           
                      
Balances at
December 31, 2014
 $168  $24  $141,248  $-  $(13,101) $40,865  $169,204 
Net income  -   -   -   -   -   42,085   42,085 
Other comprehensive loss  -   -   -   -   (4,443)  -   (4,443)
Purchase of treasury stock  -   -   -   (4,994)  -   -   (4,994)
Stock-based employee compensation expense  1   -   1,295   -   -   -   1,296 
Exercise of stock options  1   -   1,091   -   -   -   1,092 
Issuance of restricted shares, net  -   -   (3,666)  1,586   -   -   (2,080)
Balances at
December 31, 2015
 $170  $24  $139,968  $(3,408) $(17,544) $82,950  $202,160 
Net income  -   -   -   -   -   16,835   16,835 
Other comprehensive income  -   -   -   -   14,904   -   14,904 
Effect of adoption of ASU 2016-09  -   -   -   -   -   2,247   2,247 
Stock-based employee compensation expense  -   -   1,178   -   -   -   1,178 
Exercise of stock options  -   -   (27)  59   -   -   32 
Issuance of restricted shares, net  -   -   (3,207)  2,265   -   -   (942)
Balances at
December 31, 2016
 $170  $24  $137,912  $(1,084) $(2,640) $102,032  $236,414 
Net income  -   -   -   -   -   55,439   55,439 
Other comprehensive income  -   -   -   -   2,933   -   2,933 
Stock-based employee compensation expense  -   -   951   -   -   -   951 
Issuance of restricted shares, net  1   -   (1,621)  1,084   -   -   (536)
Balances at
December 31, 2017
 $171  $24  $137,242  $-  $293  $157,471  $295,201 

The accompanying notes are an integral part of these consolidated financial statements.

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72

COVENANT TRANSPORTATION LogisticsGROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2017, 2016, AND 2015
(In thousands)

  2017  2016  2015 
Cash flows from operating activities:         
Net income $55,439  $16,835  $42,085 
Adjustments to reconcile net income to net cash provided by operating activities:            
Provision (reversal) for losses on accounts receivable  454   (241)  1,100 
Reversal of gain on sales to equity method investee  (179)  (207)  (26)
Depreciation and amortization  72,422   71,647   62,010 
Amortization of deferred financing fees  242   293   261 
Unrealized (gain) loss on ineffective portion of fuel hedges  -   -   (1,454)
Return of (issuance of) cash collateral on fuel hedge  -   -   5,000 
Deferred income tax (benefit) expense  (23,023)  (922)  20,701 
Income tax benefit arising from restricted share vesting and stock options exercised  457   1,108   - 
Casualty premium credit  -   -   (3,600)
Income from equity method investment  (3,400)  (3,000)  (4,570)
Return on investment in affiliated company  1,960   1,470   - 
Loss (gain) on disposition of property and equipment  4,024   808   (626)
Stock-based compensation expense  1,201   1,378   1,496 
Changes in operating assets and liabilities:            
Receivables and advances  (23,670)  21,207   (28,120)
Prepaid expenses and other assets  1,768   (1,464)  2,688 
Inventory and supplies  (252)  24   398 
Insurance and claims accrual  (1,165)  (1,390)  (1,304)
Accounts payable and accrued expenses  (3,425)  (5,116)  (10,562)
Net cash flows provided by operating activities  82,853   102,430   85,477 
             
Cash flows from investing activities:            
Acquisition of property and equipment  (110,802)  (112,794)  (181,963)
Proceeds from disposition of property and equipment  48,749   65,507   34,287 
Net cash flows used by investing activities  (62,053)  (47,287)  (147,676)
             
Cash flows from financing activities:            
Change in checks outstanding in excess of bank balances  (189)  (4,509)  4,698 
Proceeds from issuance of notes payable  121,210   69,432   113,077 
Proceeds from exercise of stock options  -   32   1,092 
Repayments of notes payable  (122,676)  (120,630)  (67,276)
Repayments of capital lease obligations  (7,416)  (4,140)  (1,718)
Proceeds under revolving credit facility  1,271,669   1,023,978   870,432 
Repayments under revolving credit facility  (1,274,847)  (1,014,796)  (867,430)
Common stock repurchased  -   -   (4,994)
Payment of minimum tax withholdings on stock compensation  (785)  (1,142)  (2,280)
Debt refinancing costs  (160)  (108)  (242)
Net cash flows (used in) provided by financing activities  (13,194)  (51,883)  45,359 
             
Net change in cash and cash equivalents  7,606   3,260   (16,840)
             
Cash and cash equivalents at beginning of year  7,750   4,490   21,330 
Cash and cash equivalents at end of year $15,356  $7,750  $4,490 

Supplemental disclosure of cash flow information:         
Cash paid (received) during the year for:         
Interest, net of capitalized interest $8,268  $8,453  $8,371 
Income taxes $(2,222) $6,412  $8,112 
Equipment purchased under capital leases $9,953  $11,765  $1,318 

The accompanying notes are an integral part of these consolidated financial statements.
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COVENANT TRANSPORTATION GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016, AND 2015 2022 and 2021


1.          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business and Segments


Covenant TransportationLogistics Group, Inc., a Nevada holding company, together with its wholly owned subsidiaries offers truckload transportation and brokeragelogistics services to customers throughout the continental United States.


We have two reportable segments, our truckload services ("Truckload") and Managed Freight which provides freight brokerage and logistics services.

The Truckload segment consists of three operating fleets that are aggregated because they have similar economic characteristics and meet the aggregation criteria.  The three operating fleets that comprise our Truckload segment are as follows: (i) Covenant Transport, Inc. ("Covenant Transport"), our historical flagship operation, which provides expedited long haul, dedicated, temperature-controlled, and regional solo-driver service; (ii) Southern Refrigerated Transport, Inc. ("SRT"), which provides primarily long haul, regional, dedicated, and intermodal temperature-controlled service; and (iii) Star Transportation, Inc. ("Star"), which provides regional solo-driver and dedicated service, primarily in the southeastern United States.

In addition, our Managed Freight segment has service offerings ancillary to our Truckload services, including: freight brokerage service directly and through freight brokerage agents, who are paid a commission for the freight they provide.  The operations consist of several operating segments, which are aggregated due to similar margins and customers.  Included within Managed Freight is our account receivable factoring business which does not meet the aggregation criteria, but only accounts for $3.1 million of revenue.

Principles of Consolidation


The consolidated financial statements include the accounts of Covenant TransportationLogistics Group, Inc., a holding company incorporated in the state of Nevada in 1994, and its wholly owned subsidiaries: Covenant Transport, Inc., a Tennessee corporation; Southern Refrigerated Transport, Inc., an Arkansas corporation; Star Transportation, Inc.,LLC, a Tennessee corporation,limited liability company, each d/b/a Covenant Transport Services;Services and Covenant Logistics; Southern Refrigerated Transport, LLC, an Arkansas limited liability company; Covenant Transport Solutions, Inc.,LLC, a Nevada corporation, d/b/a Transport Financial Services;limited liability company; Covenant Logistics, Inc., a Nevada corporation; Covenant Asset Management, LLC.,LLC, a Nevada limited liability corporation;company; CTG Leasing Company, a Nevada corporation; IQS Insurance Risk Retention Group, Inc., a Vermont corporation; Driven Analytic Solutions, LLC, a Nevada limited liability company; Heritage Insurance, Inc., a Tennessee corporation; Landair Holdings, Inc., a Tennessee corporation (collectively "Landair"); Landair Transport, Inc., a Tennessee corporation; Landair Logistics, Inc., a Tennessee corporation; Landair Leasing, Inc., a Tennessee corporation; AAT Carriers, Inc., a Tennessee corporation ("AAT"), and Transport Management Services, LLC, a Tennessee limited liability company.


References in this report to "it," "we," "us," "our," the "Company," and similar expressions refer to Covenant TransportationLogistics Group, Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

We have four reportable segments, which include:

Non-dedicated truckload services ("Expedited"), which services customers with high service freight and delivery standards, such as 1,000 miles in 22 hours, or 15-minute delivery windows. 

Dedicated contract truckload services (“Dedicated”), which consists of our truckload business that involves longer-term contracts that allocate a specified number of tractors and trailers to a specific customer, with fixed and variable compensation. 

Managed Freight services, which consists of our brokerage and transportation management services ("TMS") and provides logistics capacity by outsourcing the carriage of customers' freight to third parties, as well as, comprehensive logistics services on a contractual basis to customers who prefer to outsource their logistics needs.

Warehousing services (“Warehousing”), provides day-to-day warehouse management services to customers who have chosen to outsource this function. We also provide shuttle and switching services related to shuttling containers and trailers in or around freight yards and to/from warehouses.

The following table summarizes our revenue by our four reportable segments, at the service offering level, as used by our chief operating decision maker in making decisions regarding allocation of resources, etc., for the years ended December 31, 2022 and 2021:

  

Year ended December 31,

 

(in thousands)

 

2022

  

2021

 

Revenues:

        

Expedited

 $452,713  $337,063 

Dedicated

  362,997   324,541 

Managed Freight

  320,985   321,236 

Warehousing

  80,163   63,163 

Total revenues

 $1,216,858  $1,046,003 

Investment in Transport Enterprise Leasing, LLC


Transport Enterprise Leasing, LLC ("TEL") is a tractor and trailer equipment leasing company and used equipment reseller. We evaluated our investment in TEL to determine whether it should be recorded on a consolidated basis. Our percentage of ownership interest (49%), an evaluation of control, and whether a variable interest entity ("VIE") existed were all considered in our consolidation assessment. TheBased on the analysis, provided that we do the Company is not control the primary beneficiary of TEL and that TEL is should not deemed a VIE. be consolidated. We have accounted for our investment in TEL using the equity method of accounting given our 49% ownership interest and ability to exercise significant influence over operating and financial policies. Under the equity method, the cost of our investment is adjusted for our share of equity in the earnings of TEL and reduced by distributions received and our proportionate share of TEL's net income is included in our earnings.

59


On a periodic basis, we assess whether there are any indicators that the fair value of our investment in TEL may be impaired. The investment is impaired only if the estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss would be measured as the excess of the carrying amount of the investment over the fair value of the investment. As a result of TEL's earnings, no impairment indicators were noted that would provide for impairment of our investment.


the COVID-19 pandemic, further government response, including, vaccine, testing, and mask mandates, and development of treatments and vaccines and their potential effect on our short-term and long-term financial position, results of operations, cash flows and liquidity. These events could have an impact in future periods on certain estimates used in the preparation of our financial results, including, but not limited to impairment of goodwill, other intangible assets and other long-lived assets, income tax provision and recoverability of certain receivables. Local, state and national governments continue to emphasize the importance of transportation and have designated it as an essential service. Adverse developments in the pandemic could the impact our operations and have a material adverse effect on our financial condition, results of operations, cash flows and liquidity.

Our insurance program includes multi-year policies with specific insurance limits that may be eroded over the course of the policy term. If that occurs, we will be operating with less liability coverage insurance at various levels of our insurance tower. For the policy period that ran from April 1, 2018 to March 31, 2021, the aggregate limits available in the coverage layer $9.0 million in excess of $1.0 million were estimated to be fully eroded based on claims expense accruals. 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 runs from January 28, 2021 to April 1, 2024. 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. Due to these developments, we may experience additional expense accruals, increased insurance and claims expenses, and greater volatility in our insurance and claims expenses, which could have a material adverse effect on our business, financial condition, and results of operations.

On July 8, 2020, we sold a portfolio of accounts receivable, contract rights, and associated assets consisting of approximately $103.3 million in net funds employed (the “Portfolio”) previously held by Transport Financial Services ("TFS"), a division of Covenant Transport Solutions, LLC, an indirect wholly owned subsidiary of the Company, to a subsidiary of Triumph Bancorp, Inc. ("Triumph") for approximately $122.3 million, consisting of $108.4 million in cash and $13.9 million in Triumph stock, plus an earn-out opportunity of up to $9.9 million. After the transaction closed, the Company and Triumph became involved in a dispute over the nature of approximately $66.0 million of the assets included in the Portfolio. The dispute was resolved on September 23, 2020 with an amendment of the purchase agreement and related funding arrangements that reduced the purchase price of the Portfolio to approximately $108.4 million, representing the cash amount received by us at closing. Additionally, the earnout opportunity was terminated and we were required to sell, and subsequently sold, the Triumph stock we received at closing for $28.1 million and remitted the proceeds to Triumph upon settlement.

The amended purchase agreement specifically identified approximately $62.0 million of accounts within the Portfolio, which related to advances on services that had not yet been performed, that were placed in a loss sharing pool to be repaid with proceeds other than those generated from ordinary working capital factoring. To the extent losses on covered accounts are incurred, we will indemnify Triumph on a dollar for dollar basis for up to the first $30.0 million of losses, and on a 50% basis for up to the next $30.0 million of losses, for total indemnification exposure of up to $45.0 million. The amended purchase agreement resulted in a gain on the sale of the Portfolio of $3.7 million, net of related expenses. During the fourth quarter of 2020, the Company recorded $44.2 million of contingent liabilities, reflected as other long-term liabilities from discontinued operations in our consolidated balance sheet, because as of December 31, 2020 it was probable and estimable that such amount would be due to Triumph under the amended purchase agreement. During the first quarter of 2021, we received an indemnification call from Triumph of $35.6 million related to the TFS Settlement, all of which was reserved during the fourth quarter of 2020. Additionally, Triumph was able to collect some funds related to our fourth quarter 2020 accrual that allowed us the opportunity to reverse $3.4 million of our accrual during the first quarter of 2021. During the second quarter of 2021 we repaid $31.0 million of the borrowings under the Draw Note and during the third quarter of 2021 we repaid the remaining balance. As of December 31, 2022, there were no outstanding borrowings under the Draw Note and a remaining contingent liability of $4.1 million. The payment of amounts with respect to the indemnification obligations could create volatility in our reported future financial results and could have an adverse effect on our cash flows, available liquidity, and total indebtedness. 

Revenue Recognition


Revenue, drivers' wages, and other direct operating expenses generated by our TruckloadExpedited and Dedicated reportable segmentsegments are recognized proportionally as the transportation service is performed based on the date shipmentspercentage 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 delivered toprimarily responsible for the customer.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 upon completion of the services provided. 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, exceptobligor. Revenue for transactions whereby equipment from our Truckloadthe Warehousing reportable segment performis generally recognized as the related services, which we record onservice is performed, based upon a net basisweekly rate.

There are no assets or liabilities recorded in accordanceconjunction with the related authoritative guidance. Managed Freight revenue includes $3.1 million, $2.6recognized, other than accounts receivable and allowance for doubtful accounts. We recognized in-process revenue of $1.4 million and $2.4$0.4 million of revenue in 2017, 2016, for the years ended December 31, 2022 and 2015, respectively, related to an2021, respectively. We had accounts receivable, factoring business started in 2013 to supplement several aspectsnet of our non-asset operations. Revenueallowance for this business is recognized on a net basis after giving effect to receivables payments we make to the factoring client, given we are acting as an agentdoubtful accounts, of $119.8 million and are not the primary generator of the factored receivables in these transactions.


$142.4 million at December 31, 2022 and 2021, respectively.

Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

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Cash and Cash Equivalents


We consider all highly liquid investments with a maturity of three months or less at acquisition to be cash equivalents. Additionally, we are also subject to concentrations of credit risk related to deposits in banks in excess of the Federal Deposit Insurance Corporation limits.


Accounts Receivable and Concentration of Credit Risk


We extend credit to our customers in the normal course of business.business, which are generally due within 30-45 days of the services performed. We perform ongoing credit evaluations and generally do not require collateral. Trade accounts receivable are recorded at their invoiced amounts, net of allowance for doubtful accounts. We evaluate the adequacy of our allowance for doubtful accounts quarterly. Accounts outstanding longer than contractual payment terms are considered past due and are reviewed individually for collectability. We maintain reserves for potential credit losses based upon its loss history and specific receivables aging analysis. Receivable balances are written off when collection is deemed unlikely.


Accounts receivable are comprised of a diversified customer base that results in a lackmitigates the level of concentration of credit risk. During 2017, 2016,2022 and 2015,2021, our top ten customers generated 49%,43% and 53%, and 45% of total revenue, respectively. In 2017, there were twoNo customers thatin 2022 or 2021 accounted for more than 10% of our consolidated revenue. However, in each of 2016 and 2015, there was one such customer. The carrying amount reported in the consolidated balance sheet for accounts receivable approximates fair value based on the fact that the receivables collection averaged approximately 3340 days and 3444 days in 20172022 and 2016,2021, respectively.


Included in accounts receivable is $31.9 million and $25.8 million of factoring receivables at December 31, 2017 and 2016, respectively, net of a $0.2 million allowance for bad debts for each respective year.  We advance approximately 85% to 95% of each receivable factored and retain the remainder as collateral for collection issues that might arise.  The retained amounts are returned to the clients after the related receivable has been collected, net of interest and fees on the amount we advanced. At December 31, 2017, the retained amounts related to factored receivables totaled $0.6 million and were included in accounts payable in the consolidated balance sheet.  Our clients are smaller trucking companies that factor their receivables to us for a fee to facilitate faster cash flow.  We evaluate each client's customer base under predefined criteria. The carrying value of the factored receivables approximates the fair value, as the receivables are generally repaid directly to us by the client's customer within 30–40 days due to the combination of the short-term nature of the financing transaction and the underlying quality of the receivables.

The following table provides a summary (in thousands) of the activity in the allowance for doubtful accounts for 2017, 2016,2022 and 2015:


Years ended December 31: 
Beginning balance
January 1,
  Additional provisions to (reversal of) allowance  Write-offs and other deductions  Ending balance December 31, 
             
2017 $1,345  $454  $(343) $1,456 
                 
2016 $1,857  $(241) $(271) $1,345 
                 
2015 $1,767  $1,100  $(1,010) $1,857 

2021

Years ended December 31:

 

Beginning balance January 1,

  

Additional provisions to allowance

  

Write-offs and other adjustments

  

Ending balance December 31,

 
                 

2022

 $4,112  $367  $(1,544) $2,934 
                 

2021

 $2,992  $1,338  $(218) $4,112 
 

Inventories and Supplies


Inventories and supplies consist of parts, tires, fuel, and supplies. Tires on new revenue equipment are capitalized as a component of the related equipment cost when the tractor or trailer is placed in service and recoveredrecognized through depreciation over the life of the vehicle. Replacement tires and parts on hand at year end are recorded at the lower of cost or marketnet realizable value with cost determined using the first-in, first-outfirst-in, first-out (FIFO) method. Replacement tires are expensed when placed in service.


Assets Held for Sale


Assets held for sale include property and revenue equipment no longer utilized in continuing operations which are available and held for sale. Assets held for sale are no longer subject to depreciation, and are recorded at the lower of depreciated book value or fair market value less selling costs. We periodically review the carrying value of these assets for possible impairment. We expect to sell these assets within twelve months.


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, while depreciation for tax purposes is generally recorded using an accelerated method.assets. Depreciation of revenue equipment is our largest item of depreciation. We generally depreciate new tractors (excluding day cabs) over five years to salvage values of approximately 15%that range from 10% to 35% of their cost. We generally depreciate new trailers over seven years for refrigerated trailers and ten years for dry van trailers to salvage values of approximately 25%28% and 29% of their cost.  As a result of the progressive decline in the value of used tractors and our expectations that used tractor prices will not rebound in the near term, effective July 1, 2016 we reduced the salvage values on our tractors and, thus, prospectively increased depreciation expense.  Estimates around the salvage values and useful lives for trailers remain unchanged. The depreciation schedules described above reflect the reduction in salvage values.  The impact from the third quarter of 2016 through 2017 was approximately $2.0 million per quarter of additional depreciation expense in subsequent quarters, or approximately $1.2 million per quarter net of tax, which represents approximately $0.06 per common or diluted share. We expect depreciation levels in 2018 to approximate those of 2017.cost, respectively. We annually review the reasonableness of our estimates regarding useful lives and salvage values of our revenue equipment and other long-lived assets based upon, among other things, our experience with similar assets, conditions in the used revenue equipment market, and prevailing industry practice. Changes in the useful life or salvage value estimates, or fluctuations in market values that are not reflected in our estimates, could have a material effect on our results of operations. Gains and losses on the disposal of revenue equipment are included in depreciation expense in the consolidated statements of operations.


We lease certain revenue equipment under capitalfinance and operating leases with terms of approximately 6048 to 84 months. Amortization of leased assets isunder finance and operating leases are included in depreciation and amortization expense.


Although a portion of our tractors are protected by non-binding indicative trade-in values or binding trade-back agreements with the manufacturers, substantially all of our owned trailers are subject to fluctuations in market prices for usedexpense and revenue equipment. Moreover, our trade-back agreements are contingent upon reaching acceptable terms for the purchase of new equipment. Declines in the price of used revenueand equipment or failure to reach agreement for the purchase of new tractors with the manufacturers issuing trade-back agreements could result in impairment of, or losses on the sale of, revenue equipment.

Impairment of Long-Lived Assets

rentals and purchased transportation, respectively.

Pursuant to applicable accounting standards, revenue equipment and other long-lived assets are tested for impairment whenever an event occurs that indicates an impairment may exist. Expected future cash flows are used to analyze whether an impairment has occurred. If the sum of expected undiscounted cash flows is less than the carrying value of the long-lived asset, then an impairment loss is recognized. We measure the impairment loss by comparing the fair value of the asset to its carrying value. Fair value is determined based on a discounted cash flow analysis or the appraised value of the assets, as appropriate. There were no impairment events during the twelve months ended December 31, 2022 or 2021.

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A portion of our tractors are protected by non-binding indicative trade-in values or binding trade-back agreements with the manufacturers. The remainder of our tractors and substantially all of our owned trailers are subject to fluctuations in market prices for used revenue equipment. Moreover, our trade-back agreements are contingent upon reaching acceptable terms for the purchase of new equipment. Declines in the price of used revenue equipment or failure to reach agreement for the purchase of new tractors with the manufacturers issuing trade-back agreements could result in impairment of, or losses on the sale of, revenue equipment.

Goodwill and Other Intangible Assets


We classify intangible assets into two categories: (i) intangible assets with definitefinite lives subject to amortization and (ii) goodwill. We test goodwill for impairment annually and whenever events or changes in circumstances indicate that impairment may have no goodwill on our consolidated balance sheet for the years ended December 31, 2017 and 2016.occurred. We test intangible assets with definitefinite lives for impairment if conditions exist that indicate the carrying value may not be recoverable. Such conditions may include an economic downturn in a geographic market or a change in the assessment of future operations. We record an impairment charge when the carrying value of the definitefinite lived intangible asset is not recoverable by the cash flows generated from the use of the asset.


We determine the useful lives of our identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors we consider when determining useful lives include the contractual term of any agreement, the history of the asset, our long-term strategy for the use of the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have definitefinite lives are amortized, generally on a straight-line basis, over their remaining useful lives, ranging from 43 to 2015 years.

Impairment of Long-Lived Assets

Pursuant to applicable accounting standards, revenue equipment and other long-lived assets are tested for impairment whenever an event occurs that indicates an impairment may exist. Expected future cash flows are used to analyze whether an impairment has occurred. If the sum of expected undiscounted cash flows is less than the carrying value of the long-lived asset, then an impairment loss is recognized. We have no identifiable intangiblemeasure the impairment loss by comparing the fair value of the asset less its disposal cost to its carrying value. Fair value is determined based on a discounted cash flow analysis or the appraised value of the assets, on our consolidated balance sheets at December 31, 2017 and 2016.


as appropriate.

Insurance and Other Claims


The primary claims arising against us consist of auto liability (personal injury and property damage), workers' compensation, cargo, commercial liability, and employee medical expenses. OurAt December 31, 2022, our insurance program involves self-insurance with the following risk retention levels (before giving effect to any commutation of an auto liability policy):


auto liability - $1.0$7.0 million in excess of $3.0 million policy that runs from January 28, 2021 to April 1, 2024

workers' compensation - $1.3 million

cargo - $0.3 million

employee medical - $0.4 million

physical damage - 100%


Due to our significant self-insured retention amounts, we have exposure to fluctuations in the number and severity of claims and to variations between our estimated and actual ultimate payouts. We accruerecord a liability for the estimated cost of the uninsured portion of pending claims and an estimate forthe estimated allocated loss adjustment expenses including legal and other direct costs associated with a claim. Estimates require judgments concerning the nature and severity of the claim, historical trends, advice from third-partythird-party administrators and insurers, the size of any potential damage award based on factors such as the specific facts of individual cases, the jurisdictions involved, the prospect of punitive damages, future medical costs, and inflation estimates of future claims development, and the legal and other costs to settle or defend the claims. We have significant exposure to fluctuations in the number and severity of claims. If there is an increase in the frequency andor severity of claims, or we are required to accrue or pay additional amounts if the claims prove to be more severe than originally assessed, or any of the claims would exceed the limits of our insurance coverage, our profitability could be adversely affected.


In addition to estimates within our self-insured retention layers, we also must make judgments concerning claims where we have third party insurance and for claims outside our coverage limits. Upon settling claims and expenses associated with claims where we have third party coverage, we are generally required to initially fund payment to the claimant and seek reimbursement from the insurer. ReceivablesWe had no receivables from insurers for claims and expenses we have paid on behalf of insurers were $1.1 million and $0.7 million at December 31, 20172022 and 2016, respectively, and2021. When such receivables exist, they are included in drivers' advances and other receivables on our consolidated balance sheet. Additionally, we accrue claims above our self-insured retention and record a corresponding receivable for amounts we expect to collect from insurers upon settlement of such claims. We have $2.1$0.7 million and less than $0.1$0.9 million at December 31, 2017as other short-term assets and 2016, respectively,a corresponding accrual in the short-term portion of insurance and claims accruals and $0.0 million and $7.3 million as a receivable in other long-term assets and as a corresponding accrual in the long-term portion of insurance and claims accruals on our consolidated balance sheet for claims above our self-insured retention for which we believe it is reasonably assured that the insurers will provide their portion of such claims.claims at December 31, 2022 and 2021, respectively. We evaluate collectability of the receivables based on the credit worthiness and surplus of the insurers, along with our prior experience and contractual terms with each. If any claim occurrence were to exceed our aggregate coverage limits, we would have to accrue for the excess amount. Our critical estimates include evaluating whether a claim may exceed such limits and, if so, by how much. If one or more claims were to exceed our then effective coverage limits, our financial condition and results of operations could be materially and adversely affected.


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We also make judgments regarding the ultimate benefit versus risk of commuting certain periods within our auto liability policy. If we commute a policy, we assume 100% risk for covered claims in exchange for a policy refund. In April 2015, we commuted two

Our prior auto liability policies for the period from April 1, 2013 through September 30, 2014, such that we are now responsible for any claim that occurred during that period up to $20.0 million, should suchhave sometimes included a claim develop.  We recorded a $3.6 million reduction in insurance and claims expense in the second quarter of 2015 related to the commutation. The insurer did not remit the premium refund directly to the Company, but rather applied a credit to the current auto liability insurance policy, such that we recorded the policy release premium refund as a prepaid asset at June 30, 2015.


Effective April 2015,or commutation option that we entered into new auto liability policies with a three-year term.have sometimes exercised. The most recent policy includes a limit for a single loss of $9.0 million, an aggregate of $18.0 million for each policy year, and a $30.0 million aggregate for the 42 month term ended March 31, 2018. The policy includes a policy release premium refund of up to $14.6 million, less any future amounts paid on claims by the insurer,we commuted ran from October 1, 2014 through March 31, 2018, if we were to commute the policy for the entire 42 months. A decision with respect to commutationand resulted in a premium release of the policy cannot be made before April 1, 2018, unless both we and the insurance carrier agree to a commutation prior to the end of the policy term.$7.3 million. Management cannot predict whether or not future claims or the development of existing claims will justify a commutation of other policy periods, and accordingly, no related amounts were recorded at December 31, 2017.2022. We carry excess policy layers above the primary auto liability policy described above.

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Interest


We capitalize interest on major projects during construction. Interest is capitalized based on the average interest rate on related debt. Capitalized interest was $0.3 million in 2022 and less than $0.1 million in 2017, 2016, and 2015.


2021.

Fair Value of Financial Instruments


Our financial instruments consist primarily of cash and cash equivalents, accounts receivable, commodity contracts,available-for-sale securities, accounts payable, debt, and interest rate swaps. The carrying amount of cash and cash equivalents, accounts receivable, accounts payable, and current debt approximates their fair value because of the short-term maturity of these instruments. The carrying value of the factored receivables approximates the fair value, as the receivables are generally repaid directly to us by the client's customer within 30–40 days due to the combination of the short-term nature of the financing transaction and the underlying quality of the receivables. 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 revenue equipment installment notes. The fair value of our revenue equipment installment notes approximated the carrying value at December 31, 2017,2022, as the weighted average interest rate on these notes approximates the market rate for similar debt. Borrowings under our revolving Credit Facility approximate fair value due to the variable interest rate on the facility. Additionally, commodity contracts,certain investments intended to serve the purposes of capital preservation and to fund insurance losses are designated as available-for-sale and are valued based on quoted prices in active markets. The fair value of our interest rate swap agreement 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.

Income Taxes

Deferred tax assets and liabilities are accountedrecognized for as hedge derivatives,the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We have reflected the net liability after offsetting our deferred tax assets and liabilities in the deferred income taxes line in the accompanying consolidated balance sheets. We believe the future tax deductions will be realized principally through future reversals of existing taxable temporary differences and future taxable income, except for when a valuation allowance has been provided as discussed in Note 13,10.

In the ordinary course of business there is inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record tax benefits for all years subject to examination based upon management's evaluation of the facts, circumstances, and information available at the reporting dates. For those tax positions where it is more likely than not that a tax benefit will be sustained, we have recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. Potential accrued interest and penalties related to unrecognized tax benefits are valuedrecognized as a component of income tax expense.

Our policy is to recognize income tax benefit arising from the exercise of stock options and restricted share vesting based on the forward rateordering provisions of the specific indicestax law as prescribed by the Internal Revenue Code, including indirect tax effects, if any.

Lease Accounting

At the commencement date of a new lease agreement with contractual terms longer than twelve months, we recognize an asset and a lease liability on the balance sheet and categorize the lease as either finance or operating. Certain lease agreements have lease and non-lease components, and we have elected to account for these components separately.

Right-of-use assets and lease liabilities are initially recorded based on the present value of lease payments over the term of the lease. When the rate implicit in the lease is readily determinable, this rate is used for calculating the present value of remaining lease payments; otherwise, our incremental borrowing rate is used. The incremental borrowing rate represents an estimate of the interest rate we would incur at the lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. Right-of-use assets also include prepaid lease expenses and initial direct costs of executing the leases, which are reduced by landlord incentives. Options to extend or terminate a lease agreement are included in or excluded from the lease term, respectively, when those options are reasonably certain to be exercised. Right-of-use assets are tested for impairment in the same manner as long-lived assets.

Finance lease obligations are utilized to finance a portion of our revenue equipment and are entered into with certain finance companies who are not parties to our Credit Facility and may contain guarantees of the residual value of the related equipment by us. As such, the residual guarantees are included in the related debt balance as a balloon payment at the end of the related term as well as included in the future minimum finance lease payments. These lease agreements require us to pay personal property taxes, maintenance, and operating expenses. Our operating lease obligations do not typically include residual value guarantees or material restrictive covenants.

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Right-of-use assets are included in net property and equipment. For finance leases, right-of-use assets are amortized on a straight-line basis over the shorter of the expected useful life or the lease term, and the carrying amount of the lease liability is adjusted to reflect interest expense, which is recorded in interest expense, net. Operating lease right-of-use assets are amortized over the lease term on a straight-line basis, and the lease liability is measured at the present value of the remaining lease payments. Variable lease payments not included in the lease liability for mileage charges on leased revenue equipment are expensed as incurred. Operating lease costs are recognized on a straight-line basis over the term of the lease within operating expenses.

Capital Structure

The shares of Class A and B common stock are substantially identical except that the Class B shares are entitled to two votes per share and immediately convert to Class A shares if beneficially owned by anyone other than our Chief Executive Officer or certain members of his immediate family, while Class A shares are entitled to one vote per share. The terms of any future issuances of preferred shares will be set by our Board.

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. There were approximately 358,000 shares and 217,000 shares issuable upon conversion of unvested restricted shares for the years ended December 31, 2022 and 2021, respectively. There were no unvested shares excluded from the calculation of diluted earnings per share as the effect of any assumed exercise of the related awards would not have been anti-dilutive for the years ended December 31, 2022 and 2021. There were approximately 161,000 shares and no shares issuable upon conversion of unvested employee stock options for the years ended December 31, 2022 and 2021, respectively. There were 104 and 124,000 unvested options excluded from the calculation of diluted earnings per share since the effect of any assumed exercise of the related awards would be anti-dilutive for the years ended December 31, 2022 and 2021, respectively.

The following table sets forth the calculation of net income per share included in the consolidated statements of operations for each of the two years ended December 31:

(in thousands except per share data)

        
  

2022

  

2021

 

Numerators:

        

Income from continuing operations

 $107,932  $58,191 

Income from discontinued operations, net of tax

  750   2,540 

Net income

 $108,682  $60,731 

Denominator:

        
         

Denominator for basic income per share – weighted-average shares

  15,006   16,803 

Effect of dilutive securities:

        

Equivalent shares issuable upon conversion of unvested restricted shares

  358   217 

Equivalent shares issuable upon conversion of unvested employee stock options

  160   - 

Denominator for diluted income per share adjusted weighted-average shares and assumed conversions

  15,524   17,020 
         

Basic income per share:

        

Income from continuing operations

 $7.19  $3.46 

Income from discontinued operations

 $0.05  $0.15 

Net income

 $7.24  $3.61 

Diluted income per share:

        

Income from continuing operations

 $6.95  $3.42 

Income from discontinued operations

 $0.05  $0.15 

Net income

 $7.00  $3.57 

Stock-Based Employee Compensation

We issue several types of stock-based compensation, including awards that vest based on service, market, and performance conditions or a combination of the conditions. Performance-based and market-based awards vest contingent upon meeting certain performance or market criteria, respectively, established by the Compensation Committee of the Board. All awards require future service. For performance-based awards, determining the appropriate amount to expense in each period is based on likelihood and timing of achieving the stated targets for performance-based awards and requires judgment, including forecasting future financial results. The estimates are revised periodically based on the probability and timing of achieving the required performance and adjustments are made as appropriate. Awards that are only subject to time vesting provisions are amortized using the straight-line method.

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Reclassifications

An adjustment has been made to the consolidated statements of cash flows for the year ended December 31, 2021, to identify the non cash expense for the reduction of the contingent liability of $3.4 million. This change in classification does not affect previously reported cash flows from operating activities in the Consolidated Statements of Cash  Flows or our previously reported consolidated results of operations.

Recent Accounting Pronouncements

Accounting Standards not yet adopted

In June 2016, FASB issued ASU 2016-13,Financial Instruments - Measurement of Credit Losses on Financial Instruments, which will require an entity to measure credit losses for certain financial instruments and financial assets, including trade receivables. Under this update, on initial recognition and at each reporting period, an entity will be required to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument. This update became effective for us for our annual reporting period beginning January 1, 2023, including interim periods within that reporting period. The adoption of this standard will have an immaterial impact on our consolidated financial statements.

There are no other new accounting pronouncements that are expected to have a significant impact on our consolidated financial statements.

2.

DISCONTINUED OPERATIONS

As of June 30, 2020, our previously identified Factoring reportable segment was classified as discontinued operations as it: (i) was a component of the entity, (ii) met the criteria as held for sale, and (iii) had a material effect on the Company's operations and financial results. On July 8, 2020, we closed on the disposition of substantially all of the operations and assets of TFS, which included substantially all of the assets and operations of our Factoring reportable segment. The sale consisted primarily of $103.3 million of net accounts receivable, which included $108.7 million of gross accounts receivable, less advances and rebates of $5.4 million.

We have reflected the former Factoring reportable segment as discontinued operations in the consolidated statements of operations for all periods presented. Prior periods have been adjusted to confirm to the current presentation.

The following table summarizes the results of our discontinued operations for the twelve months ended December 31, 2022 and 2021:

(in thousands)

 

Twelve months ended December 31,

 
  

2022

  

2021

 

Operating expenses

 $-  $25 

(Reversal of) loss contingency

  (1,000)  (3,412)

Operating income

  1,000   3,387 

Income before income taxes

  1,000   3,387 

Income tax expense

  250   847 

Net income from discontinued operations, net of tax

 $750  $2,540 

Operating income for the year ended December 31, 2022 and 2021, relates to the gain on the reversal of our contingent loss liability in the amount of $1.0 million and $3.4 million, respectively. Reversal of contingent loss liability relates to the reduced exposure of future indemnification by the Company to Triumph as a result of the collection of covered receivables identified in the amended purchase agreement, as described in Note 1.

The following table summarizes the major classes of assets and liabilities included as discontinued operations as of December 31, 2022 and 2021:

(in thousands)

 

December 31, 2022

  

December 31, 2021

 

Noncurrent deferred tax asset

  1,025   1,275 

Noncurrent assets from discontinued operations

  1,025   1,275 

Total assets from discontinued operations

 $1,025  $1,275 
         

Current liabilities:

        

Accounts payable

 $-  $- 

Current liabilities of discontinued operations

  -   - 

Contingent liabilities

  4,100   5,100 

Total liabilities from discontinued operations

 $4,100  $5,100 

There were no net cash flows related to discontinued operations for the years ended December 31, 2022 or 2021.

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Refer to Note 1, "Significant Accounting Policies" of the accompanying consolidated financial statements for further information about the amended TFS purchase agreement.

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 the commodity contracts, including our former fuel hedges, is determined based on quotes from the counterparty which were verified by comparing them to the exchange on which the contract is being settled andrelated futures are traded, adjusted for counterparty credit risk using available market information and valuation methodologies.risk. 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.


Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts The fair value of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax ratesavailable-for-sale securities is recognized in income in the period that includes the enactment date. We have reflected the net liability after offsetting our deferred tax assets and liabilities in the deferred income taxes line in the accompanying consolidated balance sheets in accordance with our retrospective adoption of Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes, as of December 31, 2015, as discussed below. We believe the future tax deductions will be realized principally through future reversals of existing taxable temporary differences and future taxable income, except for when a valuation allowance has been provided as discussed in Note 9.

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In the ordinary course of business there is inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record tax benefits for all years subject to examination based upon management's evaluationquoted prices in active markets. The fair value of the facts, circumstances, and information available at the reporting dates. For those tax positions where it is more likely than not that a tax benefit will be sustained, we have recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. Potential accrued interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense.

Our policy is to recognize income tax benefit arising from the exercise of stock options and restricted share vesting based on the ordering provisions of the tax law as prescribed by the Internal Revenue Code, including indirect tax effects, if any.

Lease Accounting and Off-Balance Sheet Transactions

We issue residual value guarantees in connection with the operating leases we enter into for certain of our revenue equipment. These leases provide that if we do not purchase the leased equipment from the lessor at the end of the lease term, then we are liable to the lessor for an amount equal to the shortage (if any) between the proceeds from the sale of the equipment and an agreed value. To the extent the expected value at the lease termination date is lower than the residual value guarantee, we would accrue for the difference over the remaining lease term. We believe that proceeds from the sale of equipment under operating leases would equal or exceed the payment obligation on substantially all operating leases. The estimated values at lease termination involve management judgments. As leases are entered into, determination as to the classification as an operating or capital lease involves management judgments on residual values and useful lives.

Capital Structure

The shares of Class A and B common stock are substantially identical except that the Class B shares are entitled to two votes per share and immediately convert to Class A shares if beneficially owned by anyone other than our Chief Executive Officer or certain members of his immediate family, while Class A shares are entitled to one vote per share. The terms of any future issuances of preferred shares will be set by our Board of Directors.

Comprehensive Income

Comprehensive income generally includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Comprehensive income for 2017, 2016, and 2015 was comprised of the net income plus the unrealized gain or loss on the cash flow hedges and the reclassified cash flow hedge gains or losses into earnings.

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. The calculation of diluted earnings per share includes approximately 0.1 million unvested shares.  A de minimis number of unvested shares have been excluded from the calculation of diluted earnings per share since the effect of any assumed exercise of the related awards would be anti-dilutive for the years ended December 31, 2017, 2016, and 2015, respectively. Income per share is the same for both Class A and Class B shares.

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The following table sets forth the calculation of net income per share included in the consolidated statements of operations for each of the three years ended December 31:

(in thousands except per share data)         
  2017  2016  2015 
Numerator:         
          
Net income $55,439  $16,835  $42,085 
             
Denominator:            
             
Denominator for basic income per share – weighted-average shares  18,279   18,182   18,145 
Effect of dilutive securities:            
Equivalent shares issuable upon conversion of unvested restricted shares  93   84   161 
Equivalent shares issuable upon conversion of unvested employee stock options  -   -   5 
Denominator for diluted income per share adjusted weighted-average shares and assumed conversions  18,372   18,266   18,311 
             
Net income per share:            
Basic income per share $3.03  $0.93  $2.32 
Diluted income per share $3.02  $0.92  $2.30 

Stock-Based Employee Compensation

We issue several types of stock-based compensation, including awards that vest based on service and performance conditions or a combination of the conditions. Performance-based awards vest contingent upon meeting certain performance criteria established by the Compensation Committee of the Board of Directors. All awards require future service. For performance-based awards, determining the appropriate amount to expense in each periodconsideration arrangement is based on likelihood and timing of achieving the stated targets for performance-based awards and requires judgment, including forecasting future financial results. The estimates are revised periodically based on the probability and timing of achieving the required performance and adjustments are made as appropriate.  Awardsinputs that are only subject to time vesting provisions are amortized using the straight-line method.

Derivative Instruments and Hedging Activities

We periodically utilize derivative instruments to manage exposure to changes in fuel prices and interest rates. We record derivative financial instrumentsnot observable in the balance sheet as either an asset or liability at fair value. Previously, at inception ofmarket and is estimated using a derivative contract, we documented relationships between derivative instruments and hedged items, as well as our risk-management objective and strategy for undertaking various derivative transactions, and assessed hedge effectiveness.  If it was determined that a derivative was not highly effective as a hedge, or if a derivative ceased to be a highly effective hedge, we discontinued hedge accounting prospectively.probability-weighted method. The ineffective portion was recorded in other income or expense. Effective December 31, 2017, we adopted ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities, and thus all changessignificant unobservable inputs used in the fair value of derivatives are recorded in other comprehensive income and reclassified into earnings in the samecontingent consideration liability include the financial projections over the earn-out period, during which the hedged transaction affects earnings.

Recent Accounting Pronouncements

Accounting Standards adopted

In August 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-12, which among other things, eliminates the requirement to separately measure and report hedge ineffectiveness and requires all items that affect earnings to be presented in the same income statement line as the hedged item. The ASU is effective for annual and interim periods beginning after December 15, 2018 with early adoption permitted. We have adopted the standard for the fiscal year ended December 31, 2017. Entities adopting the ASU must apply a cumulative-effect adjustment related to the eliminationvolatility of the separate hedge ineffectiveness measurement. No adjustment was required, however, since no hedge ineffectiveness has been recorded. We have adopted the amended presentationunderlying financial metrics, and disclosure guidance, which is required only prospectively.

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Accounting Standards not yet adopted

In April 2015, FASB issued ASU 2015-14, which defers the effective date of ASU 2014-09.  The new standard introduces a five-step model to determine when and how revenue is recognized.  The premise of the new model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  The new standard will be effective for us for our annual reporting period beginning January 1, 2018, including interim periods within that reporting period.  Entities are allowed to transition to the new standard by either recasting prior periods or recognizing the cumulative effect.

The new standard will require us to recognize revenue from loads proportionally as the transportation service is performed as opposed to recognizing revenue upon the completion of the load, which is our current practice. Our recognition of revenue under the new standard will approximate our recognition of revenue under the current standards, as there will generally be a consistent amount of freight in process at the beginning and end of the period; however, seasonality and the day on which the period ends may cause minor differences. We plan to transition to the new standard by recognizing the cumulative effect of adoption as an adjustment in the first quarter of 2018. We believe the cumulative effect of the adoption will result in a positive adjustment to retained earnings of approximately $0.6 million, net of tax, from initially recording in process revenue and associated direct expenses. We plan to finalize our evaluation during the first quarter of 2018, including an assessment of the new expanded disclosure requirements and a final determination of the impact to adoption and related changes required to internal controls.

In February 2016, FASB issued ASU 2016-02, which requires lessees to recognize a right-to-use asset and a lease obligation for all leases.  Lessees are permitted to make an accounting policy election to not recognize an asset and liability for leases with a term of twelve months or less.  Lessor accounting under the new standard is substantially unchanged.  Additional qualitative and quantitative disclosures, including significant judgments made by management, will be required.  This new standard will become effective for us in our annual reporting period beginning January 1, 2019, including interim periods within that reporting period and requires a modified retrospective transition approach.  We are currently evaluating the impacts the adoption of this standard will have on the consolidated financial statements.

2.          LIQUIDITY

Our business requires significant capital investments over the short-term and the long-term.  We generally finance our capital requirements with borrowings under our Third Amended and Restated Credit Facility ("Credit Facility"), cash flows from operations, long-term operating leases, capital leases, secured installment notes with finance companies, and proceeds from the sale of our used revenue equipment in 2017 and 2016. We had working capital (total current assets less total current liabilities) of $81.1 million and $47.9 million at December 31, 2017 and 2016, respectively. Based on our expected financial condition, net capital expenditures, and results of operations and related net cash flows, we believe our working capital and sources of liquidity will be adequate to meet our current and projected needs for at least the next year.

As of December 31, 2017, we had $9.0 million of borrowings outstanding, undrawn letters of credit outstanding of approximately $32.9 million, and available borrowing capacity of $53.1 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 timing and nature of property and equipment additions that are not funded through notes payable, as well as the nature and timing of collection of accounts receivable, payments of accrued expenses, and receipt of proceeds from disposals of property and equipment.

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 the hedge derivative liability was determined based on quotes from the counterparty which were verified by comparing them to the exchange on which the related futures are traded, adjusted for counterparty credit risk. The fair value of our interest rate swap agreement 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 agreement.estimated discount rates. A three-tierthree-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.


Derivatives Measured at Fair Value on a Recurring Basis
 
(in thousands) December 31, 
Hedge derivatives 
2017 (1)
  
2016 (1)
 
Net Fair Value of Derivative $393  $(4,293)
Quoted Prices in Active Markets (Level 1)  -   - 
Significant Other Observable Inputs (Level 2) $393  $(4,293)
Significant Unobservable Inputs (Level 3)  -   - 

(1)Includes derivative liabilities of $487 and assets of $26 at December 31, 2017 and 2016, respectively.

See Note 13

Financial Instruments Measured at Fair Value on a Recurring Basis

(in thousands)

            
  

December 31, 2022

  December 31, 2021  

Input Level

 

Interest rate swaps

  

1,466

   

(1,808

)

  

2

 

Contingent consideration

  

(17,023

)

  

-

   

3

 

There were no available-for-sale securities recorded as of December 31, 2022 or December 31, 2021. Our financial instruments consist primarily of cash and cash equivalents, certificates of deposit, accounts receivable, commodity contracts, accounts payable, debt, and interest rate swaps. 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 revenue equipment installment notes. The fair value of our revenue equipment installment notes approximated the carrying value as of December 31, 2022, 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. There were no fuel hedge derivatives outstanding as of December 31, 2022.

The contingent consideration arrangement requires us to pay up to $20.0 million of additional informationconsideration to AAT's former shareholders based on AAT's results during the firsttwo post-acquisition years. 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 year ended December 31, 2022, the fair value of the contingent consideration increased to $17.0 million from $0.0 million at December 31, 2021. Of the $17.0 million increase, $16.2 million relates to the initial valuation of the contingent consideration arrangement and the remaining increase of $0.8 million is the result of the subsequent adjustment to fair market value. The adjustment to the fair value of the contingent consideration liability was recorded as a component of general supplies and expenses within the consolidated statements of operations. The contingent consideration liability is included in accrued expenses and other long-term liabilities in our derivative instruments.


consolidated balance sheets. 

The following table provides a summary (in thousands) of the activity for the contingent consideration liability for 2022:

(in thousands)

                
  

December 31, 2021

  

Additions

  

Adjustments to fair market value

  

December 31, 2022

 

Contingent consideration

  $-   $(16,210)  $(813)  $(17,023)

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4.          STOCK-BASED COMPENSATION

4.

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. On February 21, 2014, July 1, 2020, the Compensation Committeestockholders, upon recommendation of ourthe Board, of Directors approved subject to stockholder approval, a third amendmentthe Second Amendment (the "Third Amendment"“Second Amendment”) to the our Third Amended and Restated 2006 Omnibus Incentive Plan (the "Incentive Plan"). The ThirdSecond Amendment (i) provides thatincreased the maximum aggregate number of shares of Class A common stock available for grant of awardsissuance under the Incentive Plan fromby an additional 1,900,000 shares, (ii) added a fungible share reserve feature, under which shares subject to stock options and after May 29, 2014, shall not exceed 750,000, plusstock appreciation rights will be counted as one share for every share granted and shares subject to all other awards will be counted as 1.80 shares for every share granted, (iii) added a double-trigger vesting requirement upon a change in control, (iv) eliminated the Compensation Committee’s discretion to accelerate vesting, except in cases involving death or disability, (v) increased the maximum award granted or payable to any remaining available shares of the 800,000 shares previously made availableone participant under the second amendment to the Incentive Plan (the "Second Amendment"), and any expirations, forfeitures, cancellations,for a calendar year from 200,000 shares of Class A common stock or certain other terminations$2,000,000, in the event the award is paid in cash, to 500,000 shares of shares approved for grantClass A common stock or $4,000,000, in the event the award is paid cash, (vi) re-set the date through which awards may be made under the Third Amendment or the Second Amendment previously reserved, plus any remaining expirations, forfeitures, cancellations, or certain other terminations of such shares, and (ii) re-sets the term of the Incentive Plan to expire with respect to the ability to grant new awards on March 31, 2023.  The Compensation Committee also re-approved, subject to stockholder re-approval, the material terms of the performance-based goals under the Incentive Plan so that certain incentive awards granted thereunder would continue to qualify as exempt "performance-based compensation" under Internal Revenue Code Section 162(m).  The Company's stockholders approved the adoption of the Third Amendment June 1, 2030, and re-approved the material terms of the performance-based goals under the Incentive Plan at the Company's 2014 Annual Meeting held on May 29, 2014.


(vii) made other miscellaneous, administrative and conforming changes.

The Incentive Plan permits annual awards of shares of our Class A common stock to executives, other key employees, non-employee directors, and eligible participants under various types of options, restricted share awards, or other equity instruments. At December 31, 2017, 186,4302022, 872,509 of the 1,550,0004,200,000 shares noted above were available for award under the amended Incentive Plan. No participant in the Incentive Plan may receive awards of any type of equity instruments in any calendar-year that relates to more than 200,000500,000 shares of our Class A common stock. No awards may be made under the Incentive Plan after March 31, 2023.stock or $4,000,000. To the extent available, we have issued treasury stock to satisfy all share-based incentive plans.


Included in salaries, wages, and related expenses within the consolidated statements of operations is stock-based compensation expense of $1.0 million, $1.2$6.0 million and $1.3$7.5 million, in 2017, 2016,2022 and 2015,2021, respectively. Included in general supplies and expenses within the consolidated statements of operations is stock-based compensation expensesexpense for non-employee directors of $0.3$0.6 million and $0.4 million in 2017,2022 and $0.2 million in 2016 and 2015,2021, respectively. All the stock compensation expense recorded in 2017, 2016,2022 and 20152021 relates to restricted shares granted, as no options were granted during these periods.other than $2.2 million and $2.4 million in 2022 and 2021, respectively, which relates to stock options. Associated with stock compensation expense was $0.5 million, $1.1$0.4 million and no$0.3 million of income tax benefit in 2017, 2016,2022 and 2015,expense in 2021, respectively, related to the exercise of restricted share vesting. We received $0.4 million and $0.0 million related to the exercise of stock options during 2022and restricted share vesting.


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stock options during 2022 and 2021 was $0.1 million and $0.0 million of income tax benefit, respectively. Forfeitures are recognized as they're incurred.

The Incentive Plan allows participants to pay the federal and state minimum statutory tax withholding requirements related to awards that vest or allows the participant 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, certain participants elected to deliver to us 31,297, 55,429,55,306 and 84,13860,752 Class A common stock shares, which were withheld at weighted average per share prices of $25.09, $20.61,$29.03 and $27.10$21.87, respectively, based on the closing prices of our Class A common stock on the dates the shares vested in 2017, 2016,2022 and 2015,2021, respectively, in lieu of the federal and state minimum statutory tax withholding requirements. We remitted $0.8, $1.1$1.6 million and $2.3$0.5 million in 2017, 2016,2022 and 2015,2021, respectively, to the proper taxing authorities in satisfaction of the employees' minimum statutory withholding requirements. The payment of minimum tax withholdings on stock compensation are reflected within the issuances of restricted shares from treasury stock in the accompanying consolidated statement of stockholders' equity.


The following table summarizes our restricted share award activity for the fiscal years ended December 31, 2017, 2016,2022 and 2015:


  
Number of
stock
awards
(in thousands)
  
Weighted
average grant
date fair
value
 
       
Unvested at December 31, 2014  642  $6.60 
         
Granted  63  $28.10 
Vested  (246) $4.97 
Forfeited  (129) $5.38 
Unvested at December 31, 2015  330  $12.43 
         
Granted  120  $18.92 
Vested  (169) $5.28 
Forfeited  (16) $16.53 
Unvested at December 31, 2016  265  $18.63 
         
Granted  434  $16.69 
Vested  (96) $12.78 
Forfeited  (16) $19.25 
Unvested at December 31, 2017  587  $18.14 

2021:

  

Number of stock awards (in thousands)

  

Weighted average grant date fair value

 
         

Unvested at December 31, 2020

  645  $16.25 
         

Granted

  252  $21.34 

Vested

  (218) $16.57 

Forfeited

  (117) $15.31 

Unvested at December 31, 2021

  562  $18.12 
         

Granted

  155  $22.08 

Vested

  (223) $18.79 

Forfeited

  (5) $13.94 

Unvested at December 31, 2022

  489  $19.12 

The unvested shares at December 31, 20172022 will vest based on when and if the related vesting criteria are met for each award. All awards require continued service to vest, and 170,562vest. Unrecognized compensation expense for outstanding shares was $4.2 million as of these awards vest solely based on continued service, in varying increments between 2018 and 2020. Performance based awards account for 416,462 of the unvested shares at December 31, 2017, of which 27,798 shares have no unrecognized compensation cost, as the performance goals were not achieved for the year ended December 31, 2017, and 388,664 shares relate to performance for the years ended December 31, 2018 through 2022 and have no unrecognized compensation cost as the service periods begin January 1, 2018.


The fair value of restricted share awards that vested in 2017, 2016, and 2015 was approximately $2.4 million, $3.5 million, and $6.5 million, respectively. As of December 31, 2017, we had approximately $2.1 million of unrecognized compensation expense related to 170,562 service-based shares,, which is probable to be recognized over a weighted average period of approximately 24 months.2.1 years. The fair value of restricted share awards that vested in 2022 and 2021 was approximately $3.4 million and $4.9 million, respectively. All restricted shares awarded to executives and other key employees pursuant to the Incentive Plan provide the holder with voting and other stockholder-type rights, but will not be issued until the relevant restrictions are satisfied.

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83

The following table summarizes our stock option activity for the fiscal yearsyear ended December 31, 2017, 2016,2022 and 2015:2021:

  

Number of options (in thousands)

  

Weighted average exercise price

  

Weighted average grant date fair value

  

Weighted average remaining contractual term

  

Aggregate intrinsic value (in thousands)

 
                     

Outstanding at December 31, 2020

  721  $15.77  $7.26   9.8 years  $(692)
                     

Options granted

  450  $21.24  $9.85         

Options exercised

  -  $-            

Options forfeited

  (60) $15.77  $7.26         

Outstanding at December 31, 2021

  1,111  $17.99  $8.31   9.0 years  $9,382 
                     

Options granted

  -  $-            

Options exercised

  (24) $15.77  $4.90         

Options forfeited

  -  $-            

Outstanding at December 31, 2022

  1,087  $18.04  $8.39   8.0 years  $17,968 
                     

Exercisable at December 31, 2022

  141  $15.77  $4.90   7.9 years  $2,649 

Unrecognized compensation cost for outstanding options was $4.5 million at December 31, 2022.


  
Number of
options
(in thousands)
  
Weighted
average
exercise price
  
Weighted average
remaining
contractual term
  
Aggregate intrinsic
value
(in thousands)
 
             
Outstanding at December 31, 2014  76  $14.73  0.5 years  $945 
                
Options granted  -   -        
Options exercised  (73) $14.79        
Options forfeited  -   -        
Outstanding at December 31, 2015  3  $12.79  0.4 years  $15 
                
Options granted  -   -        
Options exercised  (3) $12.79         
Options forfeited  -   -         
Outstanding at December 31, 2016  -   -   -   - 
                 
Options granted  -   -         
Options exercised  -   -         
Options forfeited  -   -         
Outstanding at December 31, 2017  -   -   -   - 
                 
Exercisable at December 31, 2017  -   -   -   - 

5.          PROPERTY AND EQUIPMENT

5.

PROPERTY AND EQUIPMENT

A summary of property and equipment, at cost, as of December 31, 20172022 and 20162021 is as follows:


(in thousands) Estimated Useful Lives  2017  2016 
Revenue equipment 3-10 years  $519,797  $499,809 
Communications equipment 5-10 years   4,585   8,192 
Land and improvements 0-10 years   25,061   24,979 
Buildings and leasehold improvements 7-40 years   74,513   71,827 
Construction in-progress  -   2,023   3,176 
Other 2-7 years   25,009   23,093 
      $650,988  $631,076 

(in thousands)

 

Estimated Useful Lives (Years)

  

2022

  

2021

 

Revenue equipment

  3 - 10  $468,527  $400,282 

Communications equipment

  5 - 10   4,470  $4,257 

Land and improvements

  0 - 15   11,719  $16,341 

Buildings and leasehold improvements

  7 - 40   96,550  $72,180 

Construction in-progress

  -   16,077  $866 

Other

  2 - 10   22,343  $24,480 
      $619,686  $518,406 

Depreciation expense was $72.4 million, $71.4$53.2 million and $61.9$49.8 million in 2017, 2016,2022 and 2015,2021, respectively. This depreciation expense excludes net losses on the sale of property and equipment totaling $4.0 million and $0.8 million in 2017 and 2016, respectively, and net gains on the sale of property and equipment totaling $0.6$40.3 million and $3.8 million in 2015, which are presented net in depreciation2022 and amortization expense in the consolidated statements of operations.


2021, respectively.

We lease certain revenue equipment under capitalfinance and operating leases with terms of approximately 6048 to 84 months. At December 31, 20172022 and 2016,2021, property and equipment included capitalizedfinance and operating leases. Our finance leases which had capitalized costs of $30.5$12.7 million and $26.6$45.5 million and accumulated amortization of $5.4$7.4 million and $4.2$22.3 million at December 31, 2022 and 2021, respectively. Amortization of these leased assets is included in depreciation and amortization expense in the consolidated statement of operations and totaled $2.6 million, $1.6$2.3 million and $2.0$3.6 million during 2017, 2016,2022 and 2015,2021, respectively. See Note 9.Leases for additional information about our finance and operating leases.


6.

ACQUISITION OF AAT CARRIERS, INC.

On February 9, 2022, we acquired 100% of the outstanding stock of AAT headquartered in Chattanooga, TN. AAT specializes in highly regulated, time-sensitive loads for the U.S. government. The acquisition date fair value of the consideration transferred was $54.7 million. The Stock Purchase Agreement contains customary representations, warranties, covenants, and indemnification provisions. The Stock Purchase Agreement includes an earnout component of up to an aggregate of $20.0 million based on AAT's adjusted earnings before interest, taxes, depreciation, and amortization reported for the first and second years following closing. The total purchase price, including any earnout achieved, is expected to range from $38.5 million to $57.0 million depending on the results achieved by AAT.

AAT’s results have been included in the consolidated financial statements since the date of acquisition and are reported within our Expedited reportable segment.

The acquisition date fair value of the consideration transferred consisted of the following:

  

February 9, 2022

 

(in thousands)

    

Cash paid pursuant to Stock Purchase Agreement

 $40,347 

Cash acquired included in historical book value of AAT's assets and liabilities

  (1,846)

Contingent consideration

  16,210 

Net purchase price

 $54,711 

The contingent consideration arrangement requires us to pay up to $20.0 million of additional consideration to AAT's former shareholders based on AAT's results during the firsttwo post-acquisition years. 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.

The following table provides a summary (in thousands) of the activity for the contingent consideration liability for 2022:

(in thousands)

                
  

December 31, 2021

  

Additions

  

Adjustments to fair market value

  

December 31, 2022

 

Contingent consideration

  $-   $(16,210)  $(813)  $(17,023)

Because of our 338(h)10 election, 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 preliminary fair values of the assets acquired and liabilities assumed at the acquisition date.

  

February 9, 2022

 

Accounts receivable

 $842 

Prepaid expenses

  33 

Other short-term assets

  19 

Net property and equipment

  7,994 

Credentialing intangible asset

  32,000 

Total identifiable assets acquired

  40,888 
     

Accounts payable

  (19)

Accrued expenses

  (1,396)

Finance lease obligations

  (458)

Other long-term liabilities

  (3)

Total liabilities assumed

  (1,876)

Net identifiable assets acquired

  39,012 

Goodwill

  15,699 

Net assets acquired

 $54,711 

The goodwill recognized is attributable primarily to expected cost synergies in the areas of fuel, purchases of revenue equipment. Refer to Note 7, "Goodwill and Other Assets" for a summary of changes to goodwill during the period as well as information related to the identifiable intangible asset acquired.

The amounts of revenue and earnings of AAT included in the Company’s consolidated results of operations from the acquisition date to the period ended December 31, 2022 are as follows:

(in thousands)

 

Year Ended

 
  

December 31, 2022

 

Total revenue

 $33,061 

Net income

 $13,263 

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6.          GOODWILL AND OTHER ASSETS

We

7.

GOODWILL AND OTHER ASSETS

AAT's results have no goodwill or identifiablebeen included in the consolidated financial statements since the date of acquisition within our Expedited reportable segment. 

The Landair trade name has a residual value of $0.5 million. 

Amortization expense of $4.3 million and $4.0 million for the years ended December 31, 2022 and 2021, respectively, was included in depreciation and amortization in the consolidated statements of operations.

A summary of other intangible assets, on our consolidated balance sheet at by reportable segment as of December 31, 2017. Effective2022 and 2021 is as follows:

(in thousands)

 

December 31, 2022

     
  

Gross intangible assets

  

Accumulated amortization

  

Net intangible assets

  

Remaining Life (months)

 

Trade name:

                

Dedicated

 $2,402  $(2,130) $272     

Managed Freight

  999   (885)  114     

Warehousing

  999   (885)  114     

Total trade name

  4,400   (3,900)  500   - 

Customer relationships:

                

Dedicated

  14,072   (5,277)  8,795     

Managed Freight

  1,692   (635)  1,057     

Warehousing

  12,436   (4,663)  7,773     

Total customer relationships:

  28,200   (10,575)  17,625   90 

Credentialing:

                

Expedited

  32,000   (1,956)  30,044   169 

Total credentialing

  32,000   (1,956)  30,044     

Total other intangible assets

 $64,600  $(16,431) $48,169   138 

69

 

(in thousands)

 

December 31, 2021

     
  

Gross intangible assets

  

Accumulated amortization

  

Net intangible assets

  

Remaining Life (months)

 

Trade name:

                

Dedicated

 $2,402  $(2,130) $272     

Managed Freight

  999   (885)  114     

Warehousing

  999   (885)  114     

Total trade name

  4,400   (3,900)  500   - 

Customer relationships:

                

Dedicated

  14,072   (4,104)  9,968     

Managed Freight

  1,692   (494)  1,198     

Warehousing

  12,436   (3,627)  8,809     

Total customer relationships

  28,200   (8,225)  19,975   102 

Total other intangible assets

 $32,600  $(12,125) $20,475     

The above finite-lived intangible assets have a weighted average remaining life of 138 months and 102 months as of December 31, 2022 and 2021, respectively.

The expected amortization expense of these assets for the next five years is as follows:

  

(In thousands)

 

2023

 $4,483 

2024

  4,483 

2025

  4,483 

2026

  4,483 

2027

  4,483 

Thereafter

  25,254 

The assignment of goodwill and intangible assets to our reportable segments was not complete as of December 31, 2022. The carrying amount of goodwill was $58.2 million at December 31, 2022, compared to $42.5 million at December 31, 2021, as a result of the AAT acquisition. A summary of the changes in March 2017, we entered into domestic certificatescarrying amount of deposit totaling $1.0 million, which are set to mature in February 2018.


goodwill by reportable segment is as follows:

(in thousands)

 

December 31, 2021

          

December 31, 2022

 
  

Gross/net goodwill

  

Acquired goodwill for AAT

  

Accumulated impairment loss

  

Gross/net goodwill

 

Expedited

 $-  $15,699  $-  $15,699 

Dedicated

  15,320   -   -   15,320 

Managed Freight

  5,448   -   -   5,448 

Warehousing

  21,750   -   -   21,750 

Total goodwill

 $42,518  $15,699  $-  $58,217 

A summary of other assets as of December 31, 20172022 and 20162021 is as follows:


(in thousands) 2017  2016 
Investment in TEL  20,145   18,526 
Other, net  3,137   1,578 
  Total other assets $23,282  $20,104 

There were no amortization expenses

(in thousands)

 

2022

  

2021

 

Investment in TEL

 $54,727  $44,196 

Other long-term receivables

  1,260   7,329 

Other assets, net

  2,856   859 

Total other assets, net

 $58,843  $52,384 

Other long-term receivables primarily represents amounts related to extended warranties on our revenue equipment on our consolidated balance sheet as of intangibleDecember 31, 2022, as well as amounts recorded as a receivable in other assets and as a corresponding accrual in the long-term portion of insurance and claims accruals on our consolidated balance sheet as of December 31, 2021, for claims above our self-insured retention for which we believe it is reasonably assured that the insurers will provide their portion of such claims.

The Company conducted its annual impairment assessments and tests of goodwill for each reporting unit as of October 1, 2022. The first step of the goodwill impairment test is the Company's assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the reporting unit's carrying amount, including goodwill. When performing the qualitative assessment, the Company considers the impact of factors including, but not limited to, macroeconomic and industry conditions, overall financial performance of each reporting unit, litigation and new legislation. If based on the qualitative assessments, the Company believes it more likely than not that the fair value of a reporting unit is less than the reporting unit's carrying amount, or periodically as deemed appropriate by management, the Company will prepare an estimation of the respective reporting unit's fair value utilizing a quantitative approach.

If the estimation of fair value indicates that impairment potentially exists, the Company will then measure the amount of the impairment, if any. Goodwill impairment exists when the estimated implied fair value of goodwill is less than its carrying value. Changes in strategy or market conditions could significantly impact these fair value estimates and require adjustments to recorded asset balances. As a result of the most recent goodwill impairment analysis performed ( October 1, 2022), the Company determined that it was not more likely than not that the fair value of a reporting unit is less than the reporting unit's carrying amount.

Additionally, the Company reviews its long-lived assets for 2017. Amortization expensesimpairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Impairment is recognized on assets classified as held and used when the sum of intangible assetsundiscounted estimated cash flows expected to result from the use of the asset is less than the carrying value. If such measurement indicates a possible impairment, the estimated fair value of the asset is compared to its net book value to measure the impairment charge, if any. No such events were $0.2 million and $0.1 million for 2016 and 2015, respectively.

identified as of December 31, 2022.

70

85

7.          DEBT

8.

DEBT

Current and long-term debt and lease obligations consisted of the following at December 31, 20172022 and 2016:


(in thousands)
 December 31, 2017  December 31, 2016 
  Current  Long-Term  Current  Long-Term 
Borrowings under Credit Facility $-  $9,007  $-  $12,185 
Revenue equipment installment notes; weighted average interest rate of 3.3% at December 31, 2017, and 3.3% December 31, 2016, due in monthly installments with final maturities at various dates ranging from January 2018 to September 2023, secured by related revenue equipment  23,732   130,946   23,986   
127,840
 
Real estate notes; interest rate of 3.1% at December 31, 2017 due in monthly installments with a fixed maturity at August 2035 and weighted average interest rate of 2.4% at December 31, 2016 due in monthly installments with fixed maturities at December 2018 and August 2035, secured by related real estate  1,004   24,810   1,224   28,907 
Deferred loan costs  (140)  (298)  (263)  (256)
Total debt  24,596   164,465   24,947   168,676 
Principal portion of capital lease obligations, secured by related revenue equipment  2,962   21,777   2,441   19,761 
                 
Total debt and capital lease obligations $27,558  $186,242  $27,388  $188,437 

2021:

(in thousands)

 

December 31, 2022

  

December 31, 2021

 
  

Current

  

Long-Term

  

Current

  

Long-Term

 

Borrowings under Credit Facility

 $-  $-  $-  $- 

Borrowings under the Draw Note

  -   -   -   - 

Revenue equipment installment notes; weighted average interest rate of 4.7% at December 31, 2022, and 1.2% December 31, 2021, due in monthly installments with final maturities at various dates ranging from May 2025 to June 2027, secured by related revenue equipment

  17,656   71,267   4,537   2 

Real estate notes; interest rate of 5.8% at December 31, 2022 and 1.8% at December 31, 2021 due in monthly installments with a fixed maturity at August 2035, secured by related real estate

  1,241   19,100   1,185   20,345 

Total debt

  18,897   90,367   5,722   20,347 

Principal portion of finance lease obligations, secured by related revenue equipment

  5,326   432   6,848   3,969 

Principal portion of operating lease obligations, secured by related equipment

  18,179   46,428   15,811   21,554 

Total debt and lease obligations

 $42,402  $137,227  $28,381  $45,870 

We and substantially all of our subsidiaries (collectively, the "Borrowers") are parties to athe Third Amended and Restated Credit FacilityAgreement (the "Credit Facility") with Bank of America, N.A., as agent (the "Agent") and JPMorgan Chase Bank, N.A. ("JPM," and together(together with the Agent, the "Lenders").


The Credit Facility is a $95.0$110.0 million revolving credit facility, with an uncommitted accordion feature that, so long as no event of default exists, allows us to request an increase in the revolving credit facility of up to $50.0$75.0 million subject to Lender acceptance of the additional funding commitment. The Credit Facility includes within our $95.0 million revolving credit facility, a letter of credit sub facility in an aggregate amount of $95.0$105.0 million and a swing line sub facility in an aggregate amount equal to the greater of $10.0 million or 10% of the Lenders' aggregate commitments under the Credit Facility from time-to-time.

 The Credit Facility matures in May 2027.

Borrowings under the Credit Facility are classified as either "base rate loans" or "LIBOR"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 0.5%, or LIBOR plus 1.0%,SOFR for a one month period as of such day, plus an applicable margin ranging from 0.5%0.25% to 1.0%0.75%; while LIBORSOFR loans accrueaccrued interest at LIBOR,SOFR, plus an applicable margin ranging from 1.5%1.25% to 2.0%1.75%. The applicable rates are adjusted quarterly based on average pricing availability. The unused line fee is the product of 0.25% times the average daily amount by which the Lenders' aggregate revolving commitments under the Credit Facility exceed the outstanding principal amount of revolver loans and the aggregate undrawn amount of all outstanding letters of credit issued under the Credit Facility. The obligations under the Credit Facility are guaranteed by us and secured by a pledge of substantially all of our assets, with the notable exclusion of any real estate, or revenue equipment pledged under other financing agreements, including revenue equipment installment notes and capital leases.finance leases, and revenue equipment that we do not designate as being included in the borrowing base.

71


Borrowings under the Credit Facility are subject to a borrowing base limited to the lesser of (A) $95.0$110.0 million, minus the sum of the stated amount of all outstanding letters of credit; or (B) the sum of (i) 85%87.5% of eligible accounts receivable, plus (ii) the lesserleast of (a) 85% of the appraised net orderly liquidation value of eligible revenue equipment, (b) 95%100% of the net book value of eligible revenue equipment, or (c) 35%60.0% of the Lenders' aggregate revolving commitments under the Credit Facility, plus (iii) the lesser of (a) $25.0 million or (b) 65% of the appraised fair market value of eligible real estate, as reduced by a periodic amortization amount.(d) $65.0 million. We had $9.0$0.0 million of borrowings outstanding under the Credit Facility as of December 31, 2017,2022, undrawn letters of credit outstanding of approximately $32.9$23.9 million, and available borrowing capacity of $53.1$86.1 million.  The interest rate on outstanding borrowings as of December 31, 2017, was 5.0% on less than $0.1 million of base rate loans and 3.1% on $9.0 million of LIBOR loans. Based on availability as of December 31, 20172022 and 2016,2021, there was no fixed charge coverage requirement.


86

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.


Capital lease obligations are utilized to finance a portion of our revenue equipment and are entered into with certain finance companies who are not parties to our Credit Facility.  The leases in effect at December 31, 2017 terminate in January 2018 through September 2023 and contain guarantees of the residual value of the related equipment by us. As such, the residual guarantees are included in the related debt balance as a balloon payment at the end of the related term as well as included in the future minimum capital lease payments. These lease agreements require us to pay personal property taxes, maintenance, and operating expenses.

Pricing for the revenue 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 January 2018May 2025 to July 2023.June 2027. 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 except certain notes totaling $120.8$83.4 million are cross-defaulted with the Credit Facility. Additionally, a portion of our fuel hedge contracts totaling $0.8 million at December 31, 2017, is cross-defaulted with the Credit Facility. 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 2018,2023, while any other property and equipment purchases, including trailers, are expected to be funded with a combination of available cash, notes, operating leases, capitalfinance 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 $28.0 million variable rate note with a third party lender. Concurrently with entering into the note, we entered into an interest rate swap to effectively fix the related interest rate to 4.2%. SeeThe note contains certain restrictions and covenants that are usual and customary for a note of this nature. Failure to comply with the covenants and restrictions set forth in the note could result in an event of default. We expect to be in compliance with our debt covenants for the next 12 months.

In connection with the TFS Settlement, in September 2020, TBK Bank, SSB, as lender and agent for Triumph (“TBK Bank”), provided the Company with a $45 million line of credit (the “Draw Note”), the proceeds of which are to be used solely to satisfy our indemnification obligations under the TFS Settlement. We may borrow pursuant to the Draw Note 13until September 23, 2025. Any amount outstanding under the Draw Note will accrue interest at a per annum rate equal to one and one-half (1.5) percentage points over LIBOR, provided, however, that LIBOR shall be deemed to be at least 0.25%. Accrued interest is due monthly and the outstanding principal balance is due on September 23, 2026. To secure our obligations under the TFS Settlement and the Draw Note, we pledged certain unencumbered revenue equipment with an estimated net orderly liquidation value of $60 million. The Draw Note includes usual and customary events of default for further information abouta facility of this nature and provides that, upon occurrence and continuation of an event of default, payment of all amounts payable under the interest rate swap.


Draw Note may be accelerated. During the first quarter of 2021, we received an indemnification call from Triumph of $35.6 million related to the TFS Settlement, which was funded by drawing on the Draw Note. During the second quarter of 2021 we repaid $31.0 million of the borrowings under the Draw Note and during the third quarter of 2021 we repaid the remaining balance. As of December 31, 2017,2022, there were no outstanding borrowings under the Draw Note.

As of December 31, 2022, the scheduled principal payments of debt, excluding capitalfinance leases for which future payments are discussed in Note 89 are as follows:


  (in thousands) 
2018 $24,736 
2019  25,578 
2020  47,957 
2021  46,410 
2022  22,018 
Thereafter $22,800 

8.          LEASES

We have operating lease commitments for office and terminal properties, revenue equipment, and computer and office equipment, and we have capital lease commitments for revenue equipment, in each case excluding owner/operator rentals and month-to-month equipment rentals, summarized for the following fiscal years (in thousands):

  Operating  Capital 
2018 $73  $3,606 
2019  73   3,606 
2020  73   5,813 
2021  -   5,368 
2022  -   5,175 
Thereafter  -   3,383 
Total minimum lease payments $219  $26,951 
Less: amount representing interest      (2,212)
Present value of minimum lease payments      24,739 
Less: current portion      (2,962)
Capital lease obligations, long-term     $21,777 

  

(in thousands)

 

2023

 $13,915 

2024

  21,626 

2025

  23,117 

2026

  4,322 

2027

  3,377 

Thereafter

  13,579 

72

87

A

9.

LEASES

Finance lease obligations are utilized to finance a portion of our operatingrevenue equipment and are entered into with certain finance companies who are not parties to our Credit Facility. The leases of tractorsin effect at December 31, 2022 terminate in January 2023 through November 2033 and trailers contain residual value guarantees under which we guarantee a certain minimum cash value payment to the leasing company at the expiration of the lease. We estimate that the undiscountedresidual value of the related equipment by us. As such, the residual guarantees is approximately $4.0 million at December 31, 2017 and 2016, respectively.  The residual guarantees at December 31, 2017 expire between August 2018 and February 2019. We expect our residual guarantees to approximateare included in the market valuerelated debt balance as a balloon payment at the end of the related term as well as included in the future minimum finance lease term. Additionally, certainpayments. These lease agreements require us to pay personal property taxes, maintenance, and operating expenses. Our operating lease obligations do not typically include residual value guarantees or material restrictive covenants.

A summary of our lease obligations for the twelve months ended December 31, 2022 and 2021 are as follows:

(dollars in thousands)

 

Twelve Months Ended

  

Twelve Months Ended

 
  

December 31, 2022

  

December 31, 2021

 
         

Finance lease cost:

        

Amortization of right-of-use assets

 $2,314  $3,620 

Interest on lease liabilities

  377   637 

Operating lease cost

  20,538   19,583 

Short-term lease cost

  13,625   4,419 

Variable lease cost

  232   89 
         

Total lease cost

 $37,086  $28,348 
         

Other information

        

Cash paid for amounts included in the measurement of lease liabilities:

        

Operating cash flows from finance leases

 $377  $637 

Operating cash flows from operating leases

 $17,114  $17,188 

Financing cash flows from finance leases

 $5,516  $5,626 

Right-of-use assets obtained in exchange for new finance lease liabilities

 $458  $- 

Right-of-use assets obtained in exchange for new operating lease liabilities

 $48,515  $15,795 

Weighted-average remaining lease term—finance leases

 

5.7 years

  

1.0 years

 

Weighted-average remaining lease term—operating leases

 

4.6 years

  

4.9 years

 

Weighted-average discount rate—finance leases

  5.1%  4.7%

Weighted-average discount rate—operating leases

  9.1%  6.4%

During the year ended December 31, 2022, we recognized $7.5 million of expense related to the early abandonment and disposal charges related to revenue equipment held under operating leases as the equipment was a source of significant operational headwinds throughout the year due to poor fuel economy, unusually high maintenance costs, and elevated downtime. At December 31, 2022 and 2021, right-of-use assets of $58.9 million and $35.7 million for operating leases, respectively, and $5.3 million and $23.2 million for finance leases, are included in net property and equipment in our consolidated balance sheets. Operating lease right-of-use asset amortization is included in revenue equipment rentals and purchased transportation, communication and utilities, and general supplies and expenses, depending on the underlying asset, in the consolidated statement of operations. Amortization of finance leased assets is included in depreciation and amortization expense in the consolidated statement of operations.

Our future minimum lease payments as of December 31, 2022, summarized as follows by lease category:

(in thousands)

 Operating  Finance 

2023

 $22,653  $5,138 

2024

  18,147   108 

2025

  11,719   108 

2026

  8,433   108 

2027

  7,730   108 

Thereafter

  10,572   640 

Total minimum lease payments

 $79,254  $6,210 

Less: amount representing interest

  (14,647)  (452)

Present value of minimum lease payments

 $64,607  $5,758 

Less: current portion

  (18,179)  (5,326)

Lease obligations, long-term

 $46,428  $432 

Certain leases contain cross-default provisions with other financing agreements and additional charges if the unit's mileage exceeds certain thresholds defined in the lease agreement.


Rental expense is summarized as follows for each of the threetwo years ended December 31:

(in thousands)

 

2022

  

2021

 

Revenue equipment rentals

 $26,478  $20,114 

Building and lot rentals

  7,567   3,651 

Other equipment rentals

  350   326 

Total rental expense

 $34,395  $24,091 

73


(in thousands)
 2017  2016  2015 
Revenue equipment rentals $12,055  $10,773  $12,611 
Building and lot rentals  448   708   2,078 
Other equipment rentals  261   254   340 
  $12,764  $11,735  $15,029 

9.          INCOME TAXES


(in thousands) 2017  2016  2015 
Federal, current $(7,780) $11,951  $124 
Federal, deferred  (28,055)  (2,925)  18,185 
State, current  (1,737)  1,811   426 
State, deferred  5,430   (451)  3,087 
Actual income tax expense $(32,142) $10,386  $21,822 

10.

INCOME TAXES

Income tax expense for the years ended December 31, 2017, 2016,2022 and 20152021 is comprised of:

(in thousands)

 

2022

  

2021

 

Federal, current

 $16,123  $9,875 

Federal, deferred

  12,774   6,584 

State, current

  5,136   2,777 

State, deferred

  827   1,727 

Income tax expense

 $34,860  $20,962 

Income tax expense for the years ended December 31, 2022 and 2021 is summarized below:


(in thousands) 2017  2016  2015 
Computed "expected" income tax expense $8,154  $9,527  $22,368 
State income taxes, net of federal income tax effect  862   953   2,237 
Per diem allowances  2,145   2,205   2,329 
Tax contingency accruals  (43)  (273)  1,599 
Valuation allowance, net  (1,167)  -   218 
Tax credits  (1,084)  (694)  (7,151)
Impact of Tax Cuts and Jobs Act remeasurement  (40,123)  -   - 
Excess tax benefits on share-based compensation  (457)  -   - 
Other, net  (429)  (1,332)  222 
Actual income tax expense $(32,142) $10,386  $21,822 

(in thousands)

 

2022

  

2021

 

Computed "expected" income tax expense

 $29,986  $16,643 

State income taxes, net of federal income tax effect

  4,711   3,787 

831(b) election

  (1)  (8)

Tax contingency accruals

  (230)  (295)

Valuation allowance, net

  -   (242)

Tax credits

  (379)  (295)

Excess tax benefits on share-based compensation

  (446)  (259)

Change in prior year estimates

  (145)  (86)

Executive compensation disallowance

  1,778   1,705 

Other, net

  (414)  11 

Income tax expense

 $34,860  $20,962 

The amount of income tax expense (benefit) allocated to discontinued operations for TFS is $0.2 million expense and $0.8 million benefit for the years ended December 31, 2022 and 2021, respectively.

Income tax expense varies from the amount computed by applying the applicable federal corporate income tax rate of 21% for 2015 through 2017 of 35%2022 and 2021, to income before income taxes primarily due to state income taxes, net of federal income tax effect, adjusted for permanent differences, the most significant of which is the effect of thedifferences. The IRS has issued guidance that allows meals and entertainment per diem pay structureto be 100% deductible for driverstax years 2021 and the impacts of tax reform discussed below.  Drivers who meet the requirements to receive2022. Accordingly, there is no adjustment in 2022 as our per diem receive non-taxable per diem pay in lieu of a portion of their taxable wages.  This per diem program increases our drivers' net pay per mile, after taxes, while decreasing gross pay, before taxes.  As a result, salaries, wages, and employee benefits are slightly lower and our effective income tax rate is higher than the statutory rate.  Generally, as pre-tax income increases, the impact of the driver per diem program on our effective tax rate decreases, because aggregate per diem pay becomes smaller in relation to pre-tax income, while in periods where earnings are at or near breakeven, the impact of the per diem program on our effective tax rate is significant.  Due to the partially nondeductible effect of per diem pay, our tax rate will fluctuate in future periods based on fluctuations in earnings.


88

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“TCJA”) was signed into law.  The TCJA brought about many changes in tax law, the most significant of which was a reduction of the corporate tax rate from 35% to 21% beginning in 2018.  Other provisions impacting the Company include 100% expensing of qualifying fixed assets, repeal of the like-kind exchange programplan qualifies for property other than real property, and removal of the performance-based exception on executive compensation over $1 million.  The Company has analyzed the TCJA and recorded net benefit of $40.1 million for the effects of these items in its 2017 income tax provision in the fourth quarter, the period of enactment.  See further discussion below.

this treatment.

The temporary differences and the approximate tax effects that give rise to our net deferred tax liability at December 31, 20172022 and 20162021 are as follows:

(in thousands)

 

2022

  

2021

 

Deferred tax assets:

        

Insurance and claims

 $9,320  $9,453 

Net operating loss carryovers

  3,583   4,448 

Tax credits

  416   2,499 

Leased liability

  16,292   9,599 

Finance lease obligation

  1,360   2,800 

State bonus

  2,945   2,165 

Other

  5,206   2,361 

Total deferred tax assets

  39,122   33,325 
         

Deferred tax liabilities:

        

Property and equipment

  (74,481)  (68,090)

Investment in partnership

  (42,151)  (34,400)

ROU Asset- leases

  (14,836)  (9,178)

Other

  (2,396)  (783)

481(a) - finance leases

  -   (2,177)

Prepaid expenses

  (3,974)  (3,358)

Total deferred tax liabilities

  (137,838)  (117,986)
         

Net deferred tax liability

 $(98,716) $(84,661)

74


(in thousands) 2017  2016 
Deferred tax assets:      
Insurance and claims $8,797  $15,147 
Net operating loss carryovers  4,755   3,326 
Tax credits  11,875   6,409 
Other  4,414   5,113 
Deferred fuel hedge  -   1,653 
Valuation allowance  (63)  (1,219)
Total deferred tax assets  29,778   30,429 
         
Deferred tax liabilities:        
Property and equipment  (76,325)  (98,679)
Investment in partnership  (14,197)  (9,730)
Deferred fuel hedge  (99)  - 
Other  -   (1,391)
Prepaid expenses  (2,501)  (4,786)
Total deferred tax liabilities  (93,122)  (114,586)
         
Net deferred tax liability $(63,344) $(84,157)

The net deferred tax liability of $63.3$98.8 million primarily relates to differences in cumulative book versus tax depreciation of property and equipment, partially off-set by tax creditnet operating loss carryovers and insurance claims that have been reserved but not paid. The carrying value of our deferred tax assets assumes that we will be able to generate, based on certain estimates and assumptions, sufficient future taxable income in certain tax jurisdictions to utilize these deferred tax benefits. If these estimates and related assumptions change in the future, we may be required to establish a valuation allowance against the carrying value of the deferred tax assets, which would result in additional income tax expense. On a periodic basis, we assess the need for adjustment of the valuation allowance. BasedThe Company has determined that, based on forecasted taxable income resulting from the reversal of deferred tax liabilities, primarily generated by accelerated depreciation for tax purposes in prior periods, and tax planning strategies available to us, noa valuation allowance has been establishedwas not necessary at December 31, 2017 or 2016, except2022 for $0.1 million and $1.2 million at December 31, 2017 and 2016, respectively, related to certain state net operating loss carry forwards.our deferred tax assets since it is more likely than not they will be realized from future reversals of temporary differences. If these estimates and related assumptions change in the future, we may be required to modify our valuation allowance against the carrying value of the deferred tax assets.


As of December 31, 2017,2022, we had a $2.8$0.4 million liability recorded for unrecognized tax benefits, which includes interest and penalties of $0.8less than $0.1 million. We recognize interest and penalties accrued related to unrecognized tax benefits in tax expense. As of December 31, 2016,2021, we had a $2.8$0.6 million liability recorded for unrecognized tax benefits, which included interest and penalties of $0.8$0.1 million. Interest and penalties recognized for uncertain tax positions provided for a $0.1 million benefit, $0.1 millionde minimus expense in 2022and a $0.2 million benefit in each of 2017, 2016, and 2015 respectively.


2021.

The following tables summarize the annual activity related to our gross unrecognized tax benefits (in thousands) for the years ended December 31, 2017, 2016,2022 and 2015:


  2017  2016  2015 
Balance as of January 1, $2,051  $2,394  $995 
Increases related to prior year tax positions  19   -   1,737 
Decreases related to prior year positions  (10)  -   - 
Increases related to current year tax positions  -   -   - 
Decreases related to settlements with taxing authorities  -   (88)  (182)
Decreases related to lapsing of statute of limitations  (136)  (255)  (156)
Balance as of December 31, $1,924  $2,051  $2,394 

2021:

  

2022

  

2021

 

Balance as of January 1,

 $596  $887 

Decreases related to lapsing of statute of limitations

  (204)  (291)

Balance as of December 31,

 $392  $596 
 

If recognized, $2.5approximately $0.4 million and $2.4$0.6 million of unrecognized tax benefits would impact our effective tax rate as of both December 31, 20172022 and 2016,2021, respectively. Any prospective adjustments to our reserves for income taxes will be recorded as an increase or decrease to our provision for income taxes and would impact our effective tax rate.


Our 20142019 through 20172021 tax years remain subject to examination by the IRS for U.S. federal tax purposes, our major taxing jurisdiction. We have one tax position taken on our 2013 federal return that is under audit by the Internal Revenue Service. The position relates to a non-recurring tax credit of approximately $6.5 million. In the normal course of business, we are also subject to audits by state and local tax authorities. While it is often difficultWe do not anticipate total unrecognized tax benefits to predict the final outcome or the timing of resolution of any particular tax matter, we believe that our reserves reflect the more likely than not outcome of known tax contingencies. We adjust these reserves, as well as the related interest, in light of changing facts and circumstances. Settlement of any particular issue would usually require the use of cash.  Favorable resolution would be recognized as a reduction to our annual tax ratematerially change in the yearnext twelve months.

Our federal net operating loss ("NOL") was fully consumed in 2021. We have $1.0 million of resolution.  We do not expect any significant increases or decreases for uncertain income tax positions during the next year.


Our federal tax credits of $10.5 million, along with a federal alternative minimum tax credit carryforward of $1.0 million are available to offset future federal taxable income, if any, through 2037, while ourtax. Our state net operating loss carryforwards and state tax credits of $91.1$68.9 million and $0.5$0.4 million, respectively, expire over various periods through 2037beginning in 2023 and 2029 based on jurisdiction.

At December 31, 2017, we have not completed our accounting

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was signed into law. The CARES Act, among other things, includes provisions for refundable payroll tax credits, deferral for employer-side social-security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, and technical corrections to tax effectsdepreciation methods for qualified improvement property. The Company considered the impacts of the enactmentlegislation in the 2021 and 2020 financial statements.

On March 11, 2021, President Biden signed the American Rescue Plan Act of 2021 (the "ARPA") into law. The new law includes several provisions meant to stimulate the TCJA;U.S. economy. Of relevance to the Company, ARPA extended the reach of IRC Section 162(m) to include compensation paid to the eight highest-paid individuals other than the chief executive officer and chief financial officer (rather than the three highest), however, in certain cases, as described below, wethis change is not effective until 2027. There is no material impact to the financial statements at this time.

President Biden signed the Inflation Reduction Act (the "IRA") into law on August 16, 2022. We do not anticipate the IRA will have made a reasonable estimate of the effectssignificant impact on our existing deferred tax balances.  There were no aspects of the TCJA that impacted 2017 for which we were unable to make a reasonable estimate. We recognized a provisional benefit amount of $40.1 million, which is included as a component of income tax expense from continuing operations.  In all cases, weor on other taxes. One of the most impactful provisions of the IRA includes the establishment of a Corporate Alternative Minimum Tax ("CAMT"). However, this tax only applies to corporations with three-year average earnings in excess of $1.0 billion. We will continue to make and refine our calculations as additional analysis is completed.  In addition, our estimates may also be affected asmonitor the CAMT each year to determine if we gainwill become an applicable corporation. Additionally, the IRA enacted an excise tax on stock buybacks, which imposes a more thorough understanding of the1% tax law on a federal and state basis.


Provisional Amounts

Deferred tax assets and liabilities:  We remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%.  However, we are still analyzing certain aspects of the TCJA and refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts.  The provisional amount is alsostock buybacks, subject to change basednetting provisions regarding stock awarded to employees as part of their compensation. We do not believe this will have a material impact on our active buyback program, but will continue to monitor IRS guidance and regulations on how states conform to the TCJA, as that information is not readily available for many states at this time.  In addition to adjusting the rate applied to deferredbuyback tax balances, we also analyzed the future deductibility of restricted stock awards for executiveswill be imposed and computed the effects of an NOL carryback to benefit the loss at 35% in prior years.  The provisional amount recorded related to the remeasurement of our deferred tax balance was a net benefit of $40.1 million.administered.


10.          EQUITY METHOD INVESTMENT

In May 2011, we acquired

11.

EQUITY METHOD INVESTMENT

We own a 49.0% interest in TEL, for $1.5 million in cash. Additionally, TEL's majority owners were eligible to receive an earn-out of up to $4.5 million for TEL's results through December 31, 2012, of which $1.0 million was earned based on TEL's 2011 results and $2.4 million was earned based on TEL's 2012 results.  The earn-out payments increased our investment balance and there are no additional earn-outs payable for future results.


TEL is a tractor and trailer equipment leasing company and used equipment reseller. There is no loss limitation on our 49.0% interest in TEL. We have not guaranteed any of TEL's debt and have no obligation to provide funding, services, or assets. In May 2016, the operating agreement with TEL was amended to, among other things, remove the previously agreed to fixed date purchase options.  Our option to acquire up to the remaining 51% of TEL would have expired May 31, 2016, and TEL’s majority owners would have received the optionThere are no current put rights to purchase our ownership in TEL.  The options previously in effect were eliminated, and we are discussingor sell with TEL’s owners a replacement option structure and other alternatives.any owners. TEL’s majority owners are generally restricted from transferring their interests in TEL, other than to certain permitted transferees, without our consent. There are nothird party liquidity arrangements, guarantees, and/or other commitments that may affect the fair value or risk of our interest in TEL. For the years ended December 31, 20172022 and 2016,2021, we sold tractors and trailers to TEL for $0.2$0.0 million and $0.4$0.3 million, respectively, and received $5.9$0.8 million and $5.0$0.9 million, respectively, for providing various maintenance services, certain back-office functions, and for miscellaneous equipment. We did not purchase any equipment from TEL in 2022 or 2021. Additionally, we paid $0.5$6.1 million and $0.8 million to TEL for leases of revenue equipment and maintenance in 2017 with no similar payments in 2016. 2022 and 2021, respectively.We reversed previously deferredrecorded net reversal of gains of $0.2less than $0.1 million for each of the years ending year ended December 31, 20172022 and 2016,deferral of gains of approximately $0.1 million for the year ended December 31, 2021 representing 49% of the gains on unitstractors and trailers sold to TEL less any gains previously deferred and recognized when the equipment was sold to a third party. Deferred gains totaling $0.4 million and $0.6$0.2 million at December 31, 20172022 and December 31, 2016,2021, respectively, are being carried as a reduction in our investment in TEL. At December 31, 2017 and 2016, we had accounts receivable from TEL of $8.6 million and $3.7 million, respectively, related to cash disbursements made pursuant to our performance of certain back-office and maintenance functions on TEL's behalf.

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, which amounted to $3.4$25.2 million in 2017, $3.02022 and $14.8 million in 2016, and $4.6 million in 2015.2021. We received an equity distribution from TEL for $2.0$14.7 million, and $4.9 million in 2017, $1.5 million in 2016,2022 and no equity distribution in 2015,2021, which was distributed to each member based on its respective ownership percentage. 

75

Our accounts receivable and payable from TEL and investment in TEL totaling $20.1 million and $18.5 million at as of December 31, 20172022 and 2016, respectively, is included in other assets in the accompanying consolidated balance sheet.2021, are as follows:

Description:

Balance Sheet Line Item:

 

2022

  

2021

 

Accounts receivable from TEL

Driver advances and other receivables

 $9  $802 

Accounts payable to TEL

Accrued expenses

 $763  $- 

Investment in TEL

Other assets

 $54,727  $44,196 

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. Our accounts payable to TEL related to operating lease payments owed to TEL. Our investment in TEL is comprised of the $4.9 million cash investment noted above and our equity in TEL's earnings since our investment, partially offset by dividends received since our investment for minimum tax withholdings as noted above andabove. Additionally, the abovementioned deferred gains on sales of equipment to TEL are carried as a reduction in our investment in TEL.


See TEL's summarized financial information below.

(in thousands)

 

As of the years ended December 31,

 
  

2022

  

2021

 

Current Assets

 $62,064  $32,948 

Non-current Assets

  418,660   313,270 

Current Liabilities

  83,326   63,330 

Non-current Liabilities

  294,222   201,618 

Total Equity

 $103,177  $81,270 

(in thousands)

 

As of the years ended December 31,

 
  

2022

  

2021

 

Revenue

 $149,347  $104,873 

Cost of Sales

  28,815   8,876 

Operating Expenses

  60,861   58,627 

Operating Income

  59,671   37,370 

Net Income

 $51,907  $30,078 


(in thousands) As of the years ended December 31, 
  2017  2016 
Current Assets $19,660  $14,320 
Non-current Assets  183,905   146,081 
Current Liabilities  53,981   34,766 
Non-current Liabilities  117,135   96,140 
Total Equity $32,449  $29,495 

(in thousands) As of the years ended December 31, 
  2017  2016  2015 
Revenue $84,865  $94,432  $104,838 
Operating Expenses  72,868   83,475   91,644 
Operating Income  11,997   10,957   13,194 
Net Income $6,954  $6,598  $9,061 

11.          DEFERRED PROFIT SHARING EMPLOYEE BENEFIT PLAN

12.

EMPLOYEE BENEFIT PLANS

Deferred Profit Sharing Employee Benefit Plan

We have a deferred profit sharing and savings plan under which all of our employees with at least six months of service are eligible to participate. Employees may contribute a percentage of their annual compensation up to the maximum amount allowed by the Internal Revenue Code. We may make discretionary contributions as determined by a committee of our Board of Directors.Board. We made contributions of $0.9$1.9 million in 2017, $0.7 million in 2016,2022 and $0.8 million in 20152021, respectively, to the profit sharing and savings plan.

Nonqualified Deferred Compensation Plan

The Supplemental Savings Plan (the "SSP") is our nonqualified deferred compensation plan started during 2022 for the benefit of eligible key managerial employees whose contributions to our deferred profit sharing and savings plan are limited because of IRS regulations affecting highly compensated employees. Under the terms of the SSP, participants may elect to defer compensation on a pre-tax basis within annual dollar limits we establish. At December 31, 2022, there were 15 active participants in the SSP. We may make discretionary contributions as we so determine each year. Each participant is fully vested in all deferred compensation and earnings; however these amounts are subject to general creditor claims until distributed to the participant. Under current federal tax law, we are not allowed a current income tax deduction for the compensation deferred by participants, but we are allowed a tax deduction when a distribution payment is made to a participant from the SSP. The accumulated benefit obligation was $0.2 million as of December 31, 2022 and is included in other long-term liabilities in the consolidated balance sheets. We purchased life insurance policies with the intent to fund the future liability. The aggregate market value of the life insurance policies was $0.2 million as of December 31, 2022, and was included in other non-current assets in the consolidated balance sheets.

The accumulated benefit obligation and aggregate market value of the life insurance policies were as follows (in thousands):

  

December 31, 2022

 

Accumulated benefit obligation

 $226 

Aggregate market value

  220 


12.          RELATED PARTY TRANSACTIONS

13.

RELATED PARTY TRANSACTIONS

Other than those associated with TEL, there are no material related party transactions. See Note 1011 for discussions of the related party transactions associated with TEL.


13.          DERIVATIVE INSTRUMENTS

We engage in activities that expose us to market risks, including the effects of changes in fuel prices and in interest rates.  Financial exposures are evaluated as an integral part of our risk management program, which seeks, from time-to-time, to reduce the potentially adverse effects that the volatility of fuel markets and interest rate risk may have on operating results.

In an effort to seek to reduce the variability of the ultimate cash flows associated with fluctuations in diesel fuel prices, we periodically enter into various derivative instruments, including forward futures swap contracts.  Specifically, we enter into hedging contracts with respect to ultra-low sulfur diesel ("ULSD"). Under these contracts, we pay a fixed rate per gallon of ULSD and receive the monthly average price of Gulf Coast ULSD. The retrospective and prospective regression analyses provided that changes in the prices of diesel fuel and ULSD were deemed to be highly effective based on the relevant authoritative guidance except for a small portion of our hedging contracts, which we determined to be ineffective on a prospective basis in 2015.  Consequently, we recognized a reduction in fuel expense of $1.4 million in 2015 to mark the related liability to market. At December 31, 2017 and 2016, there were no remaining ineffective fuel hedge contracts and, thus, all remaining fuel hedge contracts continue to qualify as cash flow hedges.  We do not engage in speculative transactions, nor do we hold or issue financial instruments for trading purposes.

Effective December 31, 2017, we adopted ASU 2017-12, which eliminates the requirement to separately measure and report hedge ineffectiveness. For the years ended 2017, 2016, and 2015, no hedge ineffectiveness has been recorded, thus no adjustments were required.

In August 2015, we entered into an interest rate swap agreement with a notional amount of $28.0 million, which was designated as a hedge against the variability in future interest payments due on the debt associated with the purchase of our corporate headquarters. The terms of the swap agreement effectively convert the variable rate interest payments on this note to a fixed rate of 4.2% through maturity on August 1, 2035.  In 2016, we also entered into several interest rate swaps, which were designated to hedge against the variability in future interest rate payments due on rent associated with the purchase of certain trailers.  Because the critical terms of the swap and hedged item coincide, in accordance with the requirements of ASC 815, the change in the fair value of the derivative is expected to exactly offset changes in the expected cash flows due to fluctuations in the LIBOR rate over the term of the debt instrument, and therefore no ongoing assessment of effectiveness is required. The fair value of the swap agreements that were in effect at December 31, 2017 and 2016, of approximately $0.4 million and $0.7 million, respectively, is included in other assets and other liabilities, as appropriate, in the consolidated balance sheet, and is included in accumulated other comprehensive income (loss), net of tax. Additionally, $0.4 million and $0.6 million was reclassified from accumulated other comprehensive income (loss) into our results of operations as additional interest expense for the year ended December 31, 2017 and 2016, respectively, related to changes in interest rates during such periods. Based on the amounts in accumulated other comprehensive income (loss) as of December 31, 2017, we expect to reclassify losses of approximately $0.2 million, net of tax, on derivative instruments from accumulated other comprehensive income (loss) into our results of operations during the next twelve months due to changes in interest rates. The amounts actually realized will depend on the fair values as of the date of settlement.

We recognize all derivative instruments at fair value on our consolidated balance sheets.  Our derivative instruments are designated as cash flow hedges, thus the gain or loss on the derivatives is reported as a component of accumulated other comprehensive income (loss) and will be reclassified into earnings in the same period during which the hedged transaction affects earnings.  The change in fair value of the hedge offsets the change in fair value of the hedged item.

At December 31, 2017, we had fuel hedge contracts on approximately 7.6 million gallons of diesel to be purchased in 2018, or approximately 16.1% of our projected annual 2018 fuel requirements.

The fair value of the contracts that were in effect at December 31, 2017 and 2016, of approximately $0.8 million and $3.6 million, respectively, are included in other assets and other liabilities, respectively, in the consolidated balance sheet, and are included in accumulated other comprehensive income (loss), net of tax.  Changes in the fair values of these instruments can vary dramatically based on changes in the underlying commodity prices. For example, during 2017, market "spot" prices for ULSD peaked at a high of approximately $1.97 per gallon and hit a low price of approximately $1.33 per gallon. During 2016, market spot prices ranged from a high of $1.66 per gallon to a low of $0.83 per gallon. Market price changes can be driven by factors such as supply and demand, inventory levels, weather events, refinery capacity, political agendas, the value of the U.S. dollar, geopolitical events, and general economic conditions, among other items.

Additionally, $4.1 million, $16.7 million, and $15.3 million were reclassified from accumulated other comprehensive income (loss) into our results of operations for the years ended December 31, 2017, 2016, and 2015,  respectively, as additional fuel expense for 2017, 2016, and 2015,  related to losses on fuel hedge contracts that expired.  In addition to the amounts reclassified as a result of expired contracts, in 2015 we recognized a reduction of fuel expense of $1.4 million relating to previously recognized fuel expense as a result of the expiration of the fuel hedge contracts for which the fuel hedging relationship was deemed to be ineffective on a prospective basis in 2014.  As a result, the changes in fair value for those contracts were recorded as expense rather than as a component of other comprehensive loss. At December 31, 2017, all fuel hedge contracts were determined to be highly effective.

Based on the amounts in accumulated other comprehensive income as of December 31, 2017 and the expected timing of the purchases of the diesel hedged, we expect to reclassify approximately $0.6 million, net of tax, on derivative instruments from accumulated other comprehensive income into our results of operations during the next year due to the actual diesel fuel purchases.  The amounts actually realized will be dependent on the fair values as of the date of settlement.

We perform both a prospective and retrospective assessment of the effectiveness of our hedge contracts at inception and quarterly, including assessing the possibility of counterparty default.  If we determine that a derivative is no longer expected to be highly effective, we discontinue hedge accounting prospectively and recognize subsequent changes in the fair value of the hedge in earnings.  As a result of our effectiveness assessment at inception, quarterly, and at December 31, 2017 and 2016, we believe our hedge contracts have been and will continue to be highly effective in offsetting changes in cash flows attributable to the hedged risk.

Outstanding financial derivative instruments expose us to credit loss in the event of nonperformance by the counterparties to the agreements. We do not expect any of the counterparties to fail to meet their obligations.  Our credit exposure related to these financial instruments is represented by the fair value of contracts reported as assets.  To manage credit risk, we review each counterparty's audited financial statements, credit ratings, and/or obtain references as we deem necessary.

14.          OTHER COMPREHENSIVE INCOME ("OCI")

OCI is comprised of net income and other adjustments, including changes in the fair value of certain derivative financial instruments qualifying as cash flow hedges.

The following tables summarize the change in the components of our OCI balance for the periods presented (in thousands; presented net of tax):

Details about OCI Components 
Amount Reclassified from OCI for the years ended
December 31,
 Affected Line Item in the Statement of Operations
  2017  2016  2015  
(Losses) gains on cash flow hedges             
Commodity derivative contracts $(4,065) $(16,674) $(15,313)Fuel expense
   1,554   6,419   5,865 Income tax expense
  $(2,511) $(10,255) $(9,448)Net of tax
Interest rate swap contracts
 $(438) $(557) $(259)Interest expense
   165   215   99 Income tax expense
  $(273) $(342) $(160)Net of tax
For additional information about our cash flow hedges, refer to Note 13.

 
15.          COMMITMENTS AND CONTINGENT LIABILITIES

14.

COMMITMENTS AND CONTINGENT LIABILITIES

From time-to-time, we are a party to ordinary, routine litigation arising in the ordinary course of business, most of which involves claims for personal injury andand/or property damage incurred in connection with the transportation of freight.


On February 11, 2021, a lawsuit was filed against Covenant Transport on behalf of Wesley Maas (a California resident and former driver) who is seeking to have the lawsuit certified as a class action. The lawsuit was filed in the Superior Court of San Bernardino County, California. The Complaint alleges claims for failure to pay all lawful wages, failure to provide lawful meal and rest periods or compensation in lieu thereof, failure to timely pay wages, failure to comply with itemized wage statement provisions, failure to indemnify for expenditures, and violations of California Labor Code and unfair competition laws. Based on our present knowledge of the facts and, in certain cases, advice of outside counsel, management believes that the recent resolution and dismissal of a prior class action lawsuit alleging similar claims, taking into account existing reserves, is not likely to have a materially adverse effect on our condensed consolidated financial statements, however, any future liability claims could impact this analysis. Covenant Transport intends to vigorously defend itself in this matter. We do not currently have enough information to make a reasonable estimate as to the likelihood, or amount of a loss, or a range of reasonably possible losses as a result of this claim, as such there have been no related accruals recorded as of December 31, 2022.

We maintain insurance to cover liabilities arising from the transportation of freight for amounts in excess of certain self-insured retentions. In management's opinion, our potential exposure under pending legal proceedings is adequately provided for inRefer to Note 1, "Significant Accounting Policies" of the accompanying consolidated financial statements.


On May 8, 2017, the U.S. District Courtstatements for the Southern District of Ohio issued a pre-trial decision againstinformation about our Southern Refrigerated Transport, Inc. ("SRT") subsidiary relating to a cargo claim incurred in 2008. The court had previously ruled in favor of the plaintiff in 2014, and the prior decision was reversed in part by the Sixth Circuit Court of Appeals and remanded for further proceedings in 2015.  As a result of this decision, we increased the reserve in respect of this case by $0.9 million in the first quarter of 2017 in order to accrue additional legal fees and pre-judgment interest since the time of the previously noted appeal.  We are appealing the District Court’s decision on damages to the Sixth Circuit.

Our SRT subsidiary is a defendant in a lawsuit filed on December 16, 2016 in the Superior Court of San Bernardino County, California.  The lawsuit was filed on behalf of David Bass (a California resident and former driver), who is seeking to have the lawsuit certified as a class action case wherein he alleges violation of multiple California wage and hour statutes over a four year period of time, including failure to pay wages for all hours worked, failure to provide meal periods and paid rest breaks, failure to pay for rest and recovery periods, failure to reimburse certain business expenses, failure to pay vested vacation, unlawful deduction of wages, failure to timely pay final wages, failure to provide accurate itemized wage statements, and unfair and unlawful competition as well as various state claims.  The case was removed from state court in February, 2017 to the U.S. District Court in the Central District of California, and subsequently, SRT moved the District Court to transfer venue of the case to the U.S. District Court sitting in the Western District of Arkansas.  The motion to transfer was approved by the California District Court in July, 2017, and the case will now be heard in the U.S. District court in the Western District of Arkansas.

Based on our present knowledge of the facts and, in certain cases, advice of outside counsel, management believes the resolution of open claims and pending litigation, taking into account existing reserves, is not likely to have a materially adverse effect on our consolidated financial statements.

insurance program. 

We had $32.9$23.9 million and $27.2$26.4 million of outstanding and undrawn letters of credit as of December 31, 20172022 and 2016,2021, respectively. The letters of credit are maintained primarily to support our insurance programs.


Additionally, we had $45.0 million of availability on a line of credit from Triumph solely to fund any indemnification owed to Triumph in relation to the sale of TFS.

We had commitments outstanding at December 31, 2017,2022, to acquire revenue equipment totaling approximately $51.7$156.6 million in 2018 versus commitments at December 31, 20162021 of approximately $86.5$73.8 million. These commitments are cancelable upon stated notice periods, subject to certain adjustments in the underlying obligations and benefits. These purchase commitments are expected to be financed by operating leases, capitalfinance leases, long-term debt, proceeds from sales of existing equipment, and/or cash flows from operations.

 
16.          SEGMENT INFORMATION

As previously discussed, we have two

15.

SEGMENT INFORMATION

Our four reportable segments our truckload services or Truckload and Managed Freight, which provides freight brokerage and logistics services. Our Managed Freight consists of several operating segments, which are aggregated due to similar margins and customers.  Included in Managed Freight is our accounts receivable factoring business which does not meet the aggregation criteria, but only accounts for $3.1 million of revenue.


are:

Expedited: The Expedited reportable segment primarily provides truckload services to customers with high service freight and delivery standards, such as 1,000 miles in 22 hours, or 15-minute delivery windows. Expedited services generally require two-person driver teams on equipment either owned or leased by the Company.

Dedicated: The Dedicated reportable segment provides customers with committed truckload capacity over contracted periods with the goal of three to five years in length. Equipment is either owned or leased by the Company.

Managed Freight: The Managed Freight reportable segment includes our brokerage and transport management services ("TMS"). Brokerage services provide logistics capacity by outsourcing the carriage of customers' freight to third parties. TMS provides comprehensive logistics services on a contractual basis to customers who prefer to outsource their logistics needs.

Warehousing: The Warehousing reportable segment provides day-to-day warehouse management services to customers who have chosen to outsource this function. We also provide shuttle and switching services related to shuttling containers and trailers in or around freight yards and to/from warehouses.

The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Substantially all intersegment sales prices are market based. We evaluate performance based on operating income of the respective business units.


"Unallocated Corporate Overhead" includes expenses that are incidental to our activities and are not specifically allocated to one of the segments.

The following tables summarize our segment information:

  (in thousands) 
Year Ended December 31, 2017
 Truckload  Managed Freight  Unallocated Corporate Overhead  Consolidated 
Revenue $612,834  $98,182  $-  $711,016 
Intersegment revenue  -   (6,009)  -   (6,009)
Operating income (loss)  38,781   8,588   (19,214)  28,155 
Depreciation and amortization (1)  75,013   24   1,410   76,447 
Total assets  557,399   42,479   49,790   649,668 
Capital expenditures, net (2)  70,300   810   896   72,006 
                 
Year Ended December 31, 2016                
Revenue $601,226  $73,602  $-  $674,828 
Intersegment revenue  -   (4,177)  -   (4,177)
Operating income (loss)  37,031   7,631   (12,215)  32,447 
Depreciation and amortization (1)  71,173   22   1,261   72,456 
Total assets  548,882   31,289   40,367   620,538 
Capital expenditures, net (2)  57,242   43   1,767   59,052 
                 
Year Ended December 31, 2015                
Revenue $655,918  $71,057  $-  $726,975 
Intersegment revenue  -   (2,735)  -   (2,735)
Operating income (loss)  74,107   5,768   (12,093)  67,782 
Depreciation and amortization (1)  60,138   13   1,233   61,384 
Total assets  580,506   26,315   39,896   646,717 
Capital expenditures, net (2)  147,896   29   1,069   148,994 

(1)Includes gains and losses on disposition of equipment.
(2)Includes equipment purchased under capital leases.
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The following table summarizes our reportable segment information for 2022 and 2021:

(in thousands)

                    

Year Ended December 31, 2022

 

Expedited

  

Dedicated

  

Managed Freight

  

Warehousing

  

Consolidated

 

Total revenue from external customers

 $452,713  $362,997  $320,985  $80,163  $1,216,858 

Intersegment revenue

  5,505   -   -   -   5,505 

Operating income

  60,552   21,087   36,858   2,185   120,682 

Depreciation and amortization

  30,101   25,449   247   1,715   57,512 

(in thousands)

                    

Year Ended December 31, 2021

 

Expedited

  

Dedicated

  

Managed Freight

  

Warehousing

  

Consolidated

 

Total revenue from external customers

 $337,063  $324,541  $321,236  $63,163  $1,046,003 

Intersegment revenue

  7,429   -   -   -   7,429 

Operating income (loss)

  33,064   (1,357)  32,461   2,994   67,162 

Depreciation and amortization

  25,364   25,960   595   1,962   53,881 

(in thousands)

 

For the years ended December 31,

 
  

2022

  

2021

 

Total external revenues for reportable segments

 $1,216,858  $1,046,003 

Intersegment revenues for reportable segments

  5,505   7,429 

Elimination of intersegment revenues

  (5,505)  (7,429)

Total consolidated revenues

 $1,216,858  $1,046,003 

Balance sheet data by reportable segment is not maintained by the Company.


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17.          QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

  (in thousands except per share amounts) 
 
Quarters ended
 
Mar. 31,
2017
  
June 30,
2017
  
Sep. 30,
2017
  
Dec. 31,
2017(1)
 
             
Total  revenue $158,744  $164,326  $178,631  $203,306 
Operating income  309   3,962   9,041   14,843 
Net (loss) income  (39)  1,548   4,632   49,298 
Basic income per share  (0.00)  0.08   0.25   2.70 
Diluted income per share  (0.00)  0.08   0.25   2.69 

  (in thousands except per share amounts) 
             
 
Quarters ended
 
Mar. 31,
2016(2)
  
June 30,
2016
  
Sep. 30,
2016
  
Dec. 31,
2016
 
             
Total  revenue $156,341  $158,832  $164,500  $190,978 
Operating income  7,418   7,316   5,446   12,267 
Net income  4,352   3,632   2,869   5,982 
Basic income per share  0.21   0.20   0.16   0.33 
Diluted income per share  0.21   0.20   0.16   0.33 

(1)

16.

Includes $40.1 million one-time benefit related to the Tax Cuts and Jobs Act.

EQUITY

On January 25, 2021, our Board approved the repurchase of up to $40.0 million of our outstanding Class A common stock. Under such authorization, we repurchased 0.5 million shares of our Class A common stock for $8.1 million during the three months ended March 31, 2021. On August 5, 2021, our Board increased such authorization to $40.0 million. As of January 1, 2022, there was approximately $38.0 million remaining under such authorization. On February 10, 2022, our Board adopted a 10b5-1 plan for the purchase of up to $30.0 million in shares subject to defined trading parameters. Under such authorization, we repurchased 0.7 million shares of our Class common stock for $15.2 million during the first quarter of 2022, completing the repurchase program in May 2022 with a total of 1.4 million shares of our Class A common stock repurchased for $30.0 million. On May 18, 2022, our Board approved a new stock repurchase authorization of up to $75.0 million of our Class A common stock, with any remaining amount available under prior authorizations being excluded and no longer available. Under such authorization, we repurchased 2.0 million shares of our Class A common stock for $54.7 million through December 31, 2022. 

On January 26, 2022, our Board declared a cash dividend of $0.0625 per share, which was paid on March 25, 2022, to stockholders of record on March 4, 2022. On May 18, 2022, our Board declared a cash dividend of $0.0625 per share, which was paid on June 24, 2022, to stockholders of record on June 3, 2022. On August 17, 2022, our Board declared a cash dividend of $0.08 per share, which was paid on September 30, 2022, to stockholders of record on September 2, 2022. On November 16, 2022, our Board declared a cash dividend of $0.08 per share, which was paid on December 30,2022, to stockholders of record on December 2, 2022.

(2)

17.

Adjusted from 10-Q as filed due to implementation of ASU 2016-09.

SUBSEQUENT EVENTS

On January 13, 2023, the Company sold a Tennessee based terminal property for approximately $12 million in cash net of transaction costs and expects to record a pretax gain on sale of property of approximately $8 million in the first quarter of 2023.

On February 15, 2023, our Board approved a quarterly cash dividend program of $0.11 per share, subject to quarterly approval by our Board. Our Board has approved the dividend, which will be for stockholders of record as of March 3, 2023, and payable on March 31, 2023.

On January 30, 2023, the Board approved an amendment to the Company's stock repurchase program authorizing the purchase of up to an aggregate $55 million of our Class A common stock. The amendment added an incremental approximately $37.5 million to the approximately $17.5 million that was then-remaining under the program. We repurchased an additional 0.3 million shares of our Class A common stock for $10.8 million from January 1, 2023 through February 24, 2023.

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