Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 08, 2023 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0000928658 | |
Entity Registrant Name | COVENANT LOGISTICS GROUP, INC. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 0-24960 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 88-0320154 | |
Entity Address, Address Line One | 400 Birmingham Hwy. | |
Entity Address, City or Town | Chattanooga | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 37419 | |
City Area Code | 423 | |
Local Phone Number | 821-1212 | |
Title of 12(b) Security | $0.01 Par Value Class A common stock | |
Trading Symbol | CVLG | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,350,000 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,596,735 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 7,388 | $ 68,665 |
Accounts receivable, net of allowance of $2,729 in 2023 and $2,934 in 2022 | 154,187 | 119,770 |
Drivers' advances and other receivables, net of allowance of $590 in 2023 and $585 in 2022 | 4,377 | 3,798 |
Inventory and supplies | 4,863 | 3,516 |
Prepaid expenses | 17,097 | 15,746 |
Assets held for sale | 14,061 | 5,956 |
Income taxes receivable | 0 | 4,838 |
Other short-term assets | 533 | 367 |
Total current assets | 202,506 | 222,656 |
Property and equipment, at cost | 613,086 | 619,686 |
Less: accumulated depreciation and amortization | (169,168) | (211,951) |
Net property and equipment | 443,918 | 407,735 |
Goodwill | 73,154 | 58,217 |
Other intangibles, net | 101,987 | 48,169 |
Other assets, net | 70,134 | 58,843 |
Noncurrent assets of discontinued operations | 459 | 1,025 |
Total assets | 892,158 | 796,645 |
Current liabilities: | ||
Checks outstanding in excess of bank balances | 771 | 0 |
Accounts payable | 34,199 | 33,896 |
Accrued expenses | 67,797 | 58,763 |
Current maturities of long-term debt | 30,932 | 18,897 |
Current portion of finance lease obligations | 758 | 5,326 |
Operating lease obligations | 14,596 | 18,179 |
Current portion of insurance and claims accrual | 22,296 | 21,060 |
Total current liabilities | 171,349 | 156,121 |
Long-term debt | 153,641 | 90,367 |
Long-term portion of finance lease obligations | 5,506 | 432 |
Long-term portion of operating lease obligations | 35,492 | 46,428 |
Insurance and claims accrual | 13,034 | 15,859 |
Deferred income taxes | 103,202 | 98,716 |
Other long-term liabilities | 14,076 | 7,494 |
Long-term liabilities of discontinued operations | 1,835 | 4,100 |
Total liabilities | 498,135 | 419,517 |
Stockholders' equity: | ||
Additional paid-in-capital | 156,232 | 152,886 |
Treasury stock at cost; 5,529,051 and 4,918,216 shares as of September 30, 2023 and December 31, 2022, respectively | (131,402) | (106,500) |
Accumulated other comprehensive income | 1,447 | 1,086 |
Retained earnings | 367,561 | 329,471 |
Total stockholders' equity | 394,023 | 377,128 |
Total liabilities and stockholders' equity | 892,158 | 796,645 |
Common Class A [Member] | ||
Stockholders' equity: | ||
Common stock | 161 | 161 |
Common Class B [Member] | ||
Stockholders' equity: | ||
Common stock | $ 24 | $ 24 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts receivable allowance | $ 2,729 | $ 2,934 |
Driver's advances and other receivables, allowance | $ 590 | $ 585 |
Treasury stock, shares (in shares) | 5,529,051 | 4,918,216 |
Common Class A [Member] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 40,000,000 | 40,000,000 |
Common stock, shares issued (in shares) | 16,125,786 | 16,125,786 |
Common stock, shares outstanding (in shares) | 10,596,735 | 11,207,570 |
Common Class B [Member] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Common stock, shares issued (in shares) | 2,350,000 | 2,350,000 |
Common stock, shares outstanding (in shares) | 2,350,000 | 2,350,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Revenues | |||||
Revenue | $ 288,721 | $ 311,839 | $ 829,588 | $ 920,801 | |
Operating expenses: | |||||
Salaries, wages, and related expenses | 102,314 | 104,537 | 302,753 | 300,980 | |
Fuel expense | 35,173 | 42,471 | 100,692 | 126,457 | |
Operations and maintenance | 16,984 | 22,468 | 50,328 | 60,248 | |
Revenue equipment rentals and purchased transportation | 72,046 | 78,943 | 203,045 | 244,281 | |
Operating taxes and licenses | 3,381 | 3,238 | 10,161 | 8,718 | |
Insurance and claims | 13,074 | 12,947 | 36,810 | 35,752 | |
Communications and utilities | 1,254 | 1,339 | 3,753 | 3,723 | |
General supplies and expenses | 11,774 | 11,201 | 38,169 | 28,416 | |
Depreciation and amortization | 18,182 | 14,357 | 51,701 | 41,734 | |
Gain on disposition of property and equipment, net | (602) | (38,721) | (12,380) | (39,287) | |
Total operating expenses | 273,580 | 252,780 | 785,032 | 811,022 | |
Operating income | 15,141 | 59,059 | 44,556 | 109,779 | |
Interest expense, net | 2,637 | 935 | 5,530 | 2,256 | |
Income from equity method investment | (5,335) | (7,400) | (16,659) | (21,261) | |
Income before income taxes | 17,839 | 65,524 | 55,685 | 128,784 | |
Income tax expense | 4,483 | 15,563 | 13,701 | 32,130 | |
Income from continuing operations, net of tax | 13,356 | 49,961 | 41,984 | 96,654 | |
Income from discontinued operations, net of tax | 150 | 525 | 450 | 525 | |
Net income | $ 13,506 | $ 50,486 | $ 42,434 | $ 97,179 | |
Basic income per share: | |||||
Income from continuing operations (in dollars per share) | $ 1.03 | $ 3.47 | $ 3.21 | $ 6.24 | |
Income from discontinued operations (in dollars per share) | 0.01 | 0.04 | 0.03 | 0.03 | |
Net income per share (in dollars per share) | [1] | 1.04 | 3.5 | 3.24 | 6.27 |
Diluted income per share: | |||||
Income from continuing operations (in dollars per share) | 0.98 | 3.36 | 3.06 | 6.09 | |
Income from discontinued operations (in dollars per share) | 0.01 | 0.04 | 0.03 | 0.03 | |
Net income per share (in dollars per share) | [1] | $ 0.99 | $ 3.39 | $ 3.09 | $ 6.12 |
Basic weighted average shares outstanding (in shares) | 12,947 | 14,405 | 13,082 | 15,495 | |
Diluted weighted average shares outstanding (in shares) | 13,679 | 14,892 | 13,739 | 15,875 | |
Cargo and Freight [Member] | |||||
Revenues | |||||
Revenue | [2] | $ 253,377 | $ 266,599 | $ 730,503 | $ 791,069 |
Fuel Surcharge [Member] | |||||
Revenues | |||||
Revenue | $ 35,344 | $ 45,240 | $ 99,085 | $ 129,732 | |
[1]Total may not sum due to rounding.[2]Total may not sum due to rounding. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net income | $ 13,506 | $ 50,486 | $ 42,434 | $ 97,179 |
Other comprehensive income: | ||||
Unrealized gain on effective portion of cash flow hedges, net of tax of ($177) and ($221) in 2023 and ($262) and ($768) in 2022, respectively | 505 | 751 | 632 | 2,231 |
Reclassification of cash flow hedge (gains) losses into statement of operations, net of tax of $35 and $95 in 2023 and ($3) and ($64) in 2022, respectively | (100) | 9 | (271) | 188 |
Total other comprehensive income | 405 | 760 | 361 | 2,419 |
Comprehensive income | $ 13,911 | $ 51,246 | $ 42,795 | $ 99,598 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Unrealized (loss) gain on effective portion of cash flow hedges, tax | $ (177) | $ (262) | $ (221) | $ (768) |
Reclassification of cash flow hedge losses (gains) into statement of operations, tax | $ 35 | $ (3) | $ 95 | $ (64) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Treasury Stock, Common [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balances at Dec. 31, 2021 | $ 161 | $ 24 | $ 149,406 | $ (23,662) | $ (1,306) | $ 225,076 | $ 349,699 |
Net income (loss) | 0 | 0 | 0 | 0 | 0 | 22,167 | 22,167 |
Cash dividend | 0 | 0 | 0 | 0 | 0 | (1,047) | (1,047) |
Share repurchase | 0 | 0 | 0 | (14,800) | 0 | 0 | (14,800) |
Other comprehensive income | 0 | 0 | 0 | 0 | 1,006 | 0 | 1,006 |
Stock-based employee compensation expense | 0 | 0 | 1,893 | 0 | 0 | 0 | 1,893 |
Issuance of restricted shares, net | 0 | 0 | (863) | 827 | 0 | 0 | (36) |
Balances at Mar. 31, 2022 | 161 | 24 | 150,436 | (37,635) | (300) | 246,196 | 358,882 |
Balances at Dec. 31, 2021 | 161 | 24 | 149,406 | (23,662) | (1,306) | 225,076 | 349,699 |
Net income (loss) | 97,179 | ||||||
Other comprehensive income | 2,419 | ||||||
Balances at Sep. 30, 2022 | 161 | 24 | 152,575 | (92,823) | 1,113 | 319,063 | 380,113 |
Balances at Dec. 31, 2021 | 161 | 24 | 149,406 | (23,662) | (1,306) | 225,076 | 349,699 |
Balances at Dec. 31, 2022 | 161 | 24 | 152,886 | (106,500) | 1,086 | 329,471 | 377,128 |
Balances at Mar. 31, 2022 | 161 | 24 | 150,436 | (37,635) | (300) | 246,196 | 358,882 |
Net income (loss) | 0 | 0 | 0 | 0 | 0 | 24,526 | 24,526 |
Cash dividend | 0 | 0 | 0 | 0 | 0 | (975) | (975) |
Share repurchase | 0 | 0 | 0 | (28,565) | 0 | 0 | (28,565) |
Other comprehensive income | 0 | 0 | 0 | 0 | 653 | 0 | 653 |
Issuance of restricted shares, net | 0 | 0 | (1,053) | 708 | 0 | 0 | (345) |
Stock-based employee compensation expense reversal | 0 | 0 | 1,855 | 0 | 0 | 0 | 1,855 |
Balances at Jun. 30, 2022 | 161 | 24 | 151,238 | (65,492) | 353 | 269,747 | 356,031 |
Net income (loss) | 0 | 0 | 0 | 0 | 0 | 50,486 | 50,486 |
Cash dividend | (1,170) | (1,170) | |||||
Share repurchase | 0 | 0 | 0 | (27,521) | 0 | 0 | (27,521) |
Other comprehensive income | 0 | 0 | 0 | 0 | 760 | 0 | 760 |
Stock-based employee compensation expense | 0 | 0 | 1,394 | 0 | 0 | 0 | 1,394 |
Exercise of stock options | 0 | 0 | 13 | 130 | 0 | 0 | 143 |
Issuance of restricted shares, net | 0 | 0 | (70) | 60 | 0 | 0 | (10) |
Balances at Sep. 30, 2022 | 161 | 24 | 152,575 | (92,823) | 1,113 | 319,063 | 380,113 |
Balances at Dec. 31, 2022 | 161 | 24 | 152,886 | (106,500) | 1,086 | 329,471 | 377,128 |
Net income (loss) | 0 | 0 | 0 | 0 | 0 | 16,635 | 16,635 |
Cash dividend | 0 | 0 | 0 | 0 | 0 | (1,466) | (1,466) |
Share repurchase | 0 | 0 | 0 | (20,805) | 0 | 0 | (20,805) |
Other comprehensive income | 0 | 0 | 0 | 0 | (403) | 0 | (403) |
Stock-based employee compensation expense | 0 | 0 | 1,558 | 0 | 0 | 0 | 1,558 |
Exercise of stock options | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Issuance of restricted shares, net | 0 | 0 | (1,523) | 38 | 0 | 0 | (1,485) |
Balances at Mar. 31, 2023 | 161 | 24 | 152,921 | (127,267) | 683 | 344,640 | 371,162 |
Balances at Dec. 31, 2022 | 161 | 24 | 152,886 | (106,500) | 1,086 | 329,471 | 377,128 |
Net income (loss) | 42,434 | ||||||
Other comprehensive income | 361 | ||||||
Balances at Sep. 30, 2023 | 161 | 24 | 156,232 | (131,402) | 1,447 | 367,561 | 394,023 |
Balances at Mar. 31, 2023 | 161 | 24 | 152,921 | (127,267) | 683 | 344,640 | 371,162 |
Net income (loss) | 0 | 0 | 0 | 0 | 0 | 12,293 | 12,293 |
Cash dividend | 0 | 0 | 0 | 0 | 0 | (1,442) | (1,442) |
Share repurchase | 0 | 0 | 0 | (4,683) | 0 | 0 | (4,683) |
Other comprehensive income | 0 | 0 | 0 | 0 | 359 | 0 | 359 |
Stock-based employee compensation expense | 0 | 0 | 1,774 | 0 | 0 | 0 | 1,774 |
Exercise of stock options | 0 | 0 | 42 | 194 | 0 | 0 | 236 |
Issuance of restricted shares, net | 0 | 0 | (389) | 354 | 0 | 0 | (35) |
Balances at Jun. 30, 2023 | 161 | 24 | 154,348 | (131,402) | 1,042 | 355,491 | 379,664 |
Balances at Mar. 31, 2023 | 161 | 24 | 152,921 | (127,267) | 683 | 344,640 | 371,162 |
Balances at Sep. 30, 2023 | 161 | 24 | 156,232 | (131,402) | 1,447 | 367,561 | 394,023 |
Balances at Jun. 30, 2023 | 161 | 24 | 154,348 | (131,402) | 1,042 | 355,491 | 379,664 |
Net income (loss) | 0 | 0 | 0 | 0 | 0 | 13,506 | 13,506 |
Cash dividend | 0 | 0 | 0 | 0 | 0 | (1,436) | (1,436) |
Other comprehensive income | 0 | 0 | 0 | 0 | 405 | 0 | 405 |
Stock-based employee compensation expense | 0 | 0 | 1,884 | 0 | 0 | 0 | 1,884 |
Balances at Sep. 30, 2023 | $ 161 | $ 24 | $ 156,232 | $ (131,402) | $ 1,447 | $ 367,561 | $ 394,023 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |||||||||||
Aug. 16, 2023 | May 17, 2023 | Feb. 15, 2023 | Aug. 17, 2022 | May 18, 2022 | Jan. 26, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Dividend, per share (in dollars per share) | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.08 | $ 0.0625 | $ 0.0625 | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.08 | $ 0.0625 | $ 0.0625 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 42,434 | $ 97,179 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Provision for losses on accounts receivable | 10 | 21 |
Reversal of gain on sales to equity method investee | (1) | (30) |
Depreciation and amortization | 51,701 | 41,734 |
Deferred income tax expense | 4,128 | 4,246 |
Income tax expense arising from restricted share vesting and stock options exercised | (816) | (69) |
Stock-based compensation expense | 5,216 | 5,142 |
Income from equity method investment | (16,659) | (21,261) |
Return on investment from equity method investee | 9,800 | 7,350 |
Gain on disposition of property and equipment | (12,580) | (39,287) |
Gain on reversal of contingent loss of discontinued operations | 0 | (700) |
Changes in operating assets and liabilities: | ||
Receivables and advances | (24,563) | 31,104 |
Prepaid expenses and other assets | (2,511) | 712 |
Inventory and supplies | (332) | (399) |
Insurance and claims accrual | (1,645) | (5,518) |
Accounts payable and accrued expenses | (1,209) | 845 |
Net cash flows provided by operating activities | 52,973 | 121,069 |
Cash flows from investing activities: | ||
Acquisition, net of cash acquired | (107,922) | (38,501) |
Other investments | (1,580) | (25) |
Purchase of property and equipment | (112,047) | (61,408) |
Proceeds from disposition of property and equipment | 76,954 | 50,112 |
Net cash flows used by investing activities | (144,595) | (49,822) |
Cash flows from financing activities: | ||
Change in checks outstanding in excess of bank balances | 771 | (216) |
Cash dividend | (4,344) | (3,192) |
Proceeds from issuance of notes payable | 98,451 | 65,253 |
Repayments of notes payable | (23,142) | (5,964) |
Repayments of finance lease obligations | (5,432) | (5,150) |
Proceeds under revolving credit facility | 123,463 | 74,528 |
Repayments under revolving credit facility and draw note | (123,463) | (74,528) |
Payment of contingent consideration liability | (9,187) | 0 |
Proceeds from exercise of stock options | 236 | 143 |
Payment of minimum tax withholdings on stock compensation | (1,520) | (390) |
Common stock repurchased | (25,488) | (70,886) |
Net cash flows provided (used) by financing activities | 30,345 | (20,402) |
Net change in cash and cash equivalents | (61,277) | 50,845 |
Cash and cash equivalents at beginning of period | 68,665 | 8,412 |
Cash and cash equivalents at end of period | $ 7,388 | $ 59,257 |
Note 1 - Significant Accounting
Note 1 - Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | Note 1. Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements include the accounts of Covenant Logistics Group, Inc., a Nevada holding company, and its wholly owned subsidiaries. References in this report to "we," "us," "our," the "Company," and similar expressions refer to Covenant Logistics Group, Inc. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10 10 X 1933. cial statem Certain information and footnote disclosures have been condensed or omitted pursuant to such rules and regulations. The December 31, 2022 nine September 30, 2023 not may December 31, 2023 10 December 31, 2022 not Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation for book purposes is determined using the straight-line method over the estimated useful lives of the assets. Depreciation of revenue equipment is our largest item of depreciation. We generally depreciate new tractors over five seven ten not three March 31, 2023, |
Note 2 - Income Per Share
Note 2 - Income Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | Note 2. Income Per Share Basic income per share excludes dilution and is computed by dividing earnings available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted income per share reflects the dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in our earnings. There were approximately 254,000 and 247,000 shares issuable upon conversion of unvested restricted shares for the three nine September 30, 2023 three nine September 30, 2022 three nine September 30, 2023 three nine September 30, 2022 three nine September 30, 2023 three nine September 30, 2022 three nine September 30, 2023 three nine September 30, 2022 The following table sets forth, for the periods indicated, the calculation of net income per share included in the condensed consolidated statements of operations: (in thousands except per share data) Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Numerators: Income from continuing operations $ 13,356 $ 49,961 $ 41,984 $ 96,654 Income from discontinued operations 150 525 450 525 Net income $ 13,506 $ 50,486 $ 42,434 $ 97,179 Denominator: Denominator for basic income per share – weighted-average shares 12,947 14,405 13,082 15,495 Effect of dilutive securities: Equivalent shares issuable upon conversion of unvested restricted shares 254 305 247 271 Equivalent shares issuable upon conversion of unvested employee stock options 478 182 411 109 Denominator for diluted income per share adjusted weighted-average shares and assumed conversions 13,679 14,892 13,740 15,875 Basic income per share: Income from continuing operations $ 1.03 $ 3.47 $ 3.21 $ 6.24 Income from discontinued operations 0.01 0.04 0.03 0.03 Net income per share(1) $ 1.04 $ 3.50 $ 3.24 $ 6.27 Diluted income per share: Income from continuing operations $ 0.98 $ 3.36 $ 3.06 $ 6.09 Income from discontinued operations 0.01 0.04 0.03 0.03 Net income per share $ 0.99 $ 3.39 $ 3.09 $ 6.12 ( 1 Total may not |
Note 3 - Fair Value of Financia
Note 3 - Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | Note 3. Fair Value of Financial Instruments Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Accordingly, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. The fair value of 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 related futures are traded, adjusted for counterparty credit risk. There were no September 30, 2023 December 31, 2022. The fair value of our interest rate swap agreements is determined using the market-standard methodology of netting the discounted future fixed-cash payments and the discounted expected variable-cash receipts. The variable-cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. These analyses reflect the contractual terms of the swap, including the period to maturity, and use observable market-based inputs, including interest rate curves and implied volatilities. The fair value calculation also includes an amount for risk of non-performance of our counterparties using "significant unobservable inputs" such as estimates of current credit spreads to evaluate the likelihood of default, which we have determined to be insignificant to the overall fair value of our interest rate swap agreements. The fair value of available-for-sale securities is based upon quoted prices in active markets. The fair value of the contingent consideration arrangement is based on inputs that are not A three ● Level 1. ● Level 2. ● Level 3. no Financial Instruments Measured at Fair Value on a Recurring Basis (in thousands) September 30, 2023 December 31, 2022 Input Level Interest rate swaps 1,954 1,466 2 Contingent consideration (21,309 ) (17,023 ) 3 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 September 30, 2023 Contingent consideration arrangements require us to pay up to $20.0 million of additional consideration to AAT Carriers, Inc.'s ("AAT's") former shareholders based on AAT's results during the first two first three first four 13, 12, We acquired AAT in February 2022, April 2023, August 2023. three nine September 30, 2023, none first 2023, three nine September 30, 2023, The following table provides a summary (in thousands) of the activity for the contingent consideration liability for 2023: December 31, 2022 Additions Adjustments to fair market value Payments September 30, 2023 Contingent consideration $ (17,023 ) $ (11,802 ) $ (2,484 ) $ 10,000 $ (21,309 ) |
Note 4 - Discontinued Operation
Note 4 - Discontinued Operations | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Note 4. Discontinued Operations As of June 30, 2020, July 8, 2020, We have reflected the former Factoring reportable segment as discontinued operations in the condensed consolidated statements of operations for all periods presented. The following table summarizes the results of our discontinued operations for the three nine September 30, 2023 2022 (in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Reversal of contingent loss liability $ (200 ) $ - $ (600 ) $ - Income before income taxes 200 - 600 - Income tax expense 50 - 150 - Income from discontinued operations, net of tax $ 150 $ - $ 450 $ - Reversal of contingent liability for the three nine September 30, 2023 The following table summarizes the major classes of assets and liabilities included as discontinued operations as of September 30, 2023 December 31, 2022 (in thousands) September 30, 2023 December 31, 2022 Noncurrent deferred tax asset $ 459 $ 1,025 Noncurrent assets from discontinued operations 459 1,025 Total assets from discontinued operations $ 459 $ 1,025 Liabilities: Long-term contingent loss liability $ 1,835 $ 4,100 Long-term liabilities of discontinued operations 1,835 4,100 Total liabilities from discontinued operations $ 1,835 $ 4,100 There were $1.7 million of operating cash outflows for the nine September 30, 2023, nine September 30, 2022. |
Note 5 - Segment Information
Note 5 - Segment Information | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | Note 5. Segment Information We have four ● Expedited: The Expedited reportable segment primarily provides truckload services to customers with high service freight and delivery standards, such as 1,000 22 15 two ● Dedicated: The Dedicated reportable segment provides customers with committed truckload capacity over contracted periods with the goal of three five ● 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 ● 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 in our Form 10 December 31, 2022 The following table summarizes our total revenue by our four three nine September 30, 2023 2022 (in thousands) Three Months Ended September 30, 2023 Expedited Dedicated Managed Freight Warehousing Consolidated Total revenue from external customers $ 113,419 $ 80,242 $ 69,713 $ 25,347 $ 288,721 Intersegment revenue 1,556 - - - 1,556 Operating income 7,522 2,976 3,742 901 15,141 Nine Months Ended September 30, 2023 Expedited Dedicated Managed Freight Warehousing Consolidated Total revenue from external customers $ 318,388 $ 241,680 $ 193,868 $ 75,652 $ 829,588 Intersegment revenue 9,933 - - - 9,933 Operating income 22,613 13,366 6,905 1,672 44,556 Three Months Ended September 30, 2022 Expedited Dedicated Managed Freight Warehousing Consolidated Total revenue from external customers $ 117,793 $ 93,423 $ 78,382 $ 22,241 $ 311,839 Intersegment revenue 1,580 - - - 1,580 Operating income 30,660 19,416 8,605 378 59,059 Nine Months Ended September 30, 2022 Expedited Dedicated Managed Freight Warehousing Consolidated Total revenue from external customers $ 338,234 $ 279,136 $ 244,814 $ 58,617 $ 920,801 Intersegment revenue 3,476 - - - 3,476 Operating income (loss) 54,602 24,937 28,062 2,178 109,779 (in thousands) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Total external revenues for reportable segments $ 288,721 $ 311,839 $ 829,588 $ 920,801 Intersegment revenues for reportable segments 1,556 1,580 9,933 3,476 Elimination of intersegment revenues (1,556 ) (1,580 ) (9,933 ) (3,476 ) Total consolidated revenues $ 288,721 $ 311,839 $ 829,588 $ 920,801 |
Note 6 - Income Taxes
Note 6 - Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 6. Income Taxes Income tax expense in both 2023 2022 Our liability recorded for uncertain tax positions as of September 30, 2023 December 31, 2022 The net deferred tax liability of $102.7 million primarily relates to differences in cumulative book versus tax depreciation of property and equipment, partially off-set by net operating loss carryovers and insurance claims that have been reserved but not may not September 30, 2023 not may On March 11, 2021, 162 eight three not 2027. no President Biden signed the Inflation Reduction Act (the "IRA") into law on August 16, 2022. not three $1.0 1% not On May 11, 2023, September 30, 2023. |
Note 7 - Debt
Note 7 - Debt | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 7. Debt Current and long-term debt and lease obligations consisted of the following as of September 30, 2023 December 31, 2022 (in thousands) September 30, 2023 December 31, 2022 Current Long-Term Current Long-Term Borrowings under Credit Facility $ - $ - $ - $ - Borrowings under the Draw Note - - - - Revenue equipment installment notes; weighted average interest rate of 5.0 4.7 29,652 135,506 17,656 71,267 Real estate notes; interest rate of 7.1 5.8 1,280 18,135 1,241 19,100 Total debt 30,932 153,641 18,897 90,367 Principal portion of finance lease obligations, secured by related revenue equipment 758 5,506 5,326 432 Principal portion of operating lease obligations, secured by related real estate and revenue equipment 14,596 35,492 18,179 46,428 Total debt and lease obligations $ 46,286 $ 194,639 $ 42,402 $ 137,227 We and substantially all of our subsidiaries are parties to the Third Amended and Restated Credit Agreement (the "Credit Facility") with Bank of America, N.A., as agent (the "Agent") and JPMorgan Chase Bank, N.A. (together with the Agent, the "Lenders"). The Credit Facility is a $110.0 million revolving credit facility, with an uncommitted accordion feature that, so long as no May 2027. Borrowings under the Credit Facility are classified as either "base rate loans" or "SOFR loans." Base rate loans accrue interest at a base rate equal to the greater of the Agent’s prime rate, the federal funds rate plus 0.5%, or SOFR for a one 0.75%; not Borrowings under the Credit Facility are subject to a borrowing base limited to the lesser of (A) $110.0 We had no borrowings outstanding under the Credit Facility as of September 30, 2023 September 30, 2023 September 30, 2023 2022 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 may 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 April 2028 to September 2028 . not 2023 In August 2015, third 12 In connection with the settlement of a dispute related to the sale of TFS (the "TFS Settlement"), in September 2020, may September 23, 2025. |
Note 8 - Lease Obligations
Note 8 - Lease Obligations | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | Note 8. Lease Obligations The finance leases in effect at September 30, 2023 June 2028 November 2033 A summary of our lease obligations at September 30, 2023 2022 (dollars in thousands) Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Finance lease cost: Amortization of right-of-use assets $ 54 $ 528 $ 567 $ 1,848 Interest on lease liabilities 181 92 305 314 Operating lease cost 4,656 7,946 13,901 20,593 Variable lease cost 87 39 972 148 Total lease cost $ 4,978 $ 8,605 $ 15,745 $ 22,903 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases 181 92 305 314 Operating cash flows from operating leases 3,436 4,397 10,614 12,830 Financing cash flows from finance leases 1,923 528 5,432 1,848 Right-of-use assets obtained in exchange for new finance lease liabilities 2,799 - 5,938 458 Right-of-use assets obtained in exchange for new operating lease liabilities - 3,154 3,992 20,206 Weighted-average remaining lease term—finance leases (in years) 4.0 Weighted-average remaining lease term—operating leases (in years) 4.5 Weighted-average discount rate—finance leases 13.2 % Weighted-average discount rate—operating leases 9.9 % As of September 30, 2023 December 31, 2022 Our future minimum lease payments as of September 30, 2023 (in thousands) Operating Finance 2023 (1) $ 4,583 $ 1,543 2024 18,388 1,543 2025 11,999 1,543 2026 8,399 1,543 2027 7,530 1,442 Thereafter 10,815 1,835 Total minimum lease payments $ 61,714 $ 9,449 Less: amount representing interest (11,626 ) (3,185 ) Present value of minimum lease payments $ 50,088 $ 6,264 Less: current portion (14,596 ) (758 ) Lease obligations, long-term $ 35,492 $ 5,506 ( 1 nine September 30, 2023 |
Note 9 - Stock-based Compensati
Note 9 - Stock-based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | Note 9. Stock -Based Compensation Our Third Amended and Restated 2006 May 17, 2023, 2006 May 1, 2033, one The Incentive Plan permits annual awards of shares of our Class A common stock to executives, other key employees, consultants, non-employee directors, and eligible participants under various types of options, restricted stock, or other equity instruments. As of September 30, 2023 No may May 1, 2033. Included in salaries, wages, and related expenses within the condensed consolidated statements of operations is stock-based compensation expense of $1.7 million and $1.2 million for the three September 30, 2023 2022 nine September 30, 2023 three September 30, 2023 2022, nine September 30, 2023 2022. three September 30, 2023 September 30, 2022 nine September 30, 2023 September 30, 2022 The Incentive Plan allows participants to pay the federal and state minimum statutory tax withholding requirements related to awards that vest or allows participants to deliver to us shares of Class A common stock having a fair market value equal to the minimum amount of such required withholding taxes. To satisfy withholding requirements for shares that vested through September 30, 2023 2023 |
Note 10 - Commitments and Conti
Note 10 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 10. Commitments and Contingencies 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 and/or property damage incurred in connection with the transportation of freight. We had $21.8 million and $23.9 million of outstanding and undrawn letters of credit as of September 30, 2023 December 31, 2022 September 30, 2023 |
Note 11 - Equity Method Investm
Note 11 - Equity Method Investment | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Equity Method Investment [Text Block] | Note 11. Equity Method Investment We own a 49.0% interest in Transport Enterprise Leasing, LLC ("TEL"), a tractor and trailer equipment leasing company and used equipment reseller. There is no 49.0% not no no no third may Transactions with TEL were not three nine September 30, 2023 2022. 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 2023 September 30, 2023 Our accounts receivable from TEL, accounts payable to TEL, and investment in TEL as of September 30, 2023 December 31, 2022 Description: Balance Sheet Line Item: September 30, 2023 December 31, 2022 Accounts receivable from TEL Driver advances and other receivables $ 24 $ 9 Accounts payable to TEL Accrued expenses $ 378 $ 763 Investment in TEL Other assets $ 61,586 $ 54,727 Operating lease obligations Current and long-term portion of operating lease obligations $ 9,678 $ 13,825 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. See TEL's summarized financial information below: (in thousands) As of September 30, As of December 31, 2023 2022 Total Assets $ 614,865 $ 480,724 Total Liabilities 498,659 377,548 Total Equity $ 116,206 $ 103,177 (in thousands) Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Revenue $ 36,780 $ 40,135 $ 114,050 $ 106,231 Cost of Sales 2,343 9,237 12,672 19,355 Operating Expenses 17,517 14,047 46,485 38,074 Operating Income 16,920 16,851 54,893 48,802 Net Income $ 10,710 $ 14,901 $33,029 $ 43,287 |
Note 12 - Acquisition of Sims T
Note 12 - Acquisition of Sims Transport Services, LLC | 9 Months Ended |
Sep. 30, 2023 | |
Sims Transport Services, LLC [Member] | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | Note 12. Acquisition of Sims Transport Services, LLC On August 18, 2023, first fourth Sims' results have been included in the consolidated financial statements since the date of acquisition and are reported within our Managed Freight reportable segment. The preliminary acquisition date fair value of the consideration transferred consisted of the following: August 18, 2023 (in thousands) Cash paid pursuant to Stock Purchase Agreement $ 8,561 Cash acquired included in historical book value of Sims' assets and liabilities (526 ) Contingent consideration 1,786 Net purchase price $ 9,821 The contingent consideration arrangement requires us to pay up to $12.0 million of additional consideration to Sim's former equity-holders based on Sims' results during the first four not 3 3, A deferred tax liability of $1.6 million was recorded arising from the intangible assets related to the acquisition. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date. August 18, 2023 Accounts receivable $ 735 Other intangibles, net 6,090 Total identifiable assets acquired 6,825 Accounts payable (457 ) Accrued expenses (4 ) Deferred tax liability (1,614 ) Total liabilities assumed (2,075 ) Net identifiable assets acquired 4,750 Goodwill 5,071 Net assets acquired $ 9,821 The goodwill recognized is attributable primarily to expected cost synergies as a result of overhead support. Refer to Note 15, |
Note 13 - Acquisition of Lew Th
Note 13 - Acquisition of Lew Thompson & Son Trucking, Inc | 9 Months Ended |
Sep. 30, 2023 | |
Lew Thompson & Son Trucking, Inc. [Member] | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | Note 13. Acquisition of Lew Thompson & Son Trucking, Inc. On April 26, 2023, third LTST's results have been included in the condensed consolidated financial statements since the date of acquisition and are reported within our Dedicated reportable segment. The preliminary acquisition date fair value of the consideration transferred consisted of the following: April 26, 2023 (in thousands) Cash paid pursuant to Stock Purchase Agreement $ 100,726 Cash acquired included in historical book value of LTST's assets and liabilities (839 ) Contingent consideration 10,016 Net purchase price $ 109,903 The contingent consideration arrangement requires us to pay up to $30.0 million of additional consideration to LTST's former shareholders based on LTST's results during the first three not 3 We expect to make a 338 10 no The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date: April 26, 2023 Accounts receivable $ 5,135 Driver advances and other receivables 421 Inventory and supplies 1,015 Prepaid expenses 561 Net property and equipment 44,499 Other assets, net 120 Other intangibles, net 52,870 Total identifiable assets acquired 104,621 Accounts payable (565 ) Accrued expenses (1,465 ) Current portion of operating lease obligations (396 ) Current portion of insurance and claims accrual (56 ) Long-term portion of operating lease obligations (2,103 ) Total liabilities assumed (4,585 ) Net identifiable assets acquired 100,036 Goodwill 9,867 Net assets acquired $ 109,903 During the quarter ended September 30, 2023, June 30, 2023 September 30, 2023. may may 15, The amounts of revenue and earnings of LTST included in the Company’s consolidated results of operations from the acquisition date to the periods ended September 30, 2023 (in thousands) Three months ended Nine months ended September 30, 2023 September 30, 2023 Total revenue $ 15,020 $ 25,829 Net income $ 1,542 $ 3,420 The following unaudited pro forma consolidated results of operations for the three nine September 30, 2023 2022 January 1, 2022: (in thousands) Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 Total revenue $ 303,741 $ 328,001 $ 878,626 $ 969,286 Net income $ 14,687 $ 53,613 $ 49,772 $ 106,560 Basic net income per share $ 1.13 $ 3.72 $ 3.80 $ 6.88 Diluted net income per share $ 1.07 $ 3.60 $ 3.62 $ 6.71 The pro forma financial information for all periods presented above has been calculated after adjusting the results of LTST to reflect the business combination accounting effects resulting from this acquisition, including the amortization expense from acquired intangible assets as though the acquisition occurred as of the beginning of the Company’s fiscal year 2022. not 2022. |
Note 14 - Acquisition of AAT Ca
Note 14 - Acquisition of AAT Carriers, Inc. | 9 Months Ended |
Sep. 30, 2023 | |
AAT Carriers Inc [Member] | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | Note 14. Acquisition of AAT Carriers, Inc. On February 9, 2022, first second 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 first two not 3 3, Because of our 338 10 no 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 and purchases of revenue equipment. Refer to Note 15, The amounts of revenue and earnings of AAT included in the Company’s consolidated results of operations from the acquisition date to the periods ended September 30, 2023 2022 (in thousands) Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 Total revenue $ 9,989 $ 10,354 $ 30,287 $ 22,941 Net income $ 3,110 $ 4,297 $ 9,354 $ 9,151 |
Note 15 - Goodwill and Other As
Note 15 - Goodwill and Other Assets | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 15. Goodwill and Other Assets The Landair Holdings, Inc. ("Landair") trade name has a residual value of $0.5 million. Amortization expense of $5.1 million and $3.2 million for the nine September 30, 2023 2022 A summary of other intangible assets as of September 30, 2023 December 31, 2022 (in thousands) September 30, 2023 Gross intangible assets Accumulated amortization Net intangible assets Remaining life (months) Trade name: Dedicated $ 4,502 $ (2,216 ) $ 2,286 Managed Freight 1,089 (887 ) 202 Warehousing 999 (885 ) 114 Total trade name 6,590 (3,988 ) 2,602 113 Non-Compete agreement: Dedicated 4,670 (486 ) 4,184 Managed Freight 380 (8 ) 372 Total non-compete agreement 5,050 (494 ) 4,556 43 Customer relationships: Dedicated 60,172 (7,287 ) 52,885 Managed Freight 7,312 (807 ) 6,505 Warehousing 12,436 (5,441 ) 6,995 Total customer relationships: 79,920 (13,535 ) 66,385 161 Credentialing: Expedited 32,000 (3,556 ) 28,444 160 Total credentialing 32,000 (3,556 ) 28,444 Total other intangible assets $ 123,560 $ (21,573 ) $ 101,987 154 (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 The expected amortization of these assets for the next five (in thousands) 2023 (1) 2,372 2024 9,488 2025 9,488 2026 9,488 2027 8,679 Thereafter 61,972 ( 1 nine September 30, 2023 The carrying amount of goodwill and other intangible assets for 2023 September 30, 2023 December 31, 2022 (in thousands) September 30, 2023 Expedited Dedicated Managed Freight Warehousing Balance at December 31, 2022 $ 15,699 $ 15,320 $ 5,448 $ 21,750 Acquired goodwill for LTST - 10,729 - - Acquired goodwill for Sims - - 5,071 - Post-acquisition goodwill adjustments - (863 ) - - Goodwill $ 15,699 $ 25,186 $ 10,519 $ 21,750 |
Note 16 - Equity
Note 16 - Equity | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | Note 16. Equity On January 25, 2021, three March 31, 2021. August 5, 2021, January 1, 2022, February 10, 2022, 10b5 1 May 2022 On May 18, 2022, no 2022. January 30, 2023, May 2022, third 2023 November 8, 2023. On January 26, 2022, March 25, 2022, March 4, 2022. May 18, 2022, June 24, 2022, June 3, 2022. August 17, 2022, September 30, 2022, September 2, 2022. February 15, 2023, March 31, 2023, March 3, 2023. May 17, 2023, June 30, 2023, June 2, 2023. August 16, 2023, September 29, 2023, September 1, 2023. |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Insider Trading Arr Line Items | |
Material Terms of Trading Arrangement [Text Block] | 5. O THER I NFORMATION During the third 2023, no 10b5 1 10b5 1 |
Rule 10b5-1 Arrangement Adopted [Flag] | false |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The condensed consolidated financial statements include the accounts of Covenant Logistics Group, Inc., a Nevada holding company, and its wholly owned subsidiaries. References in this report to "we," "us," "our," the "Company," and similar expressions refer to Covenant Logistics Group, Inc. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10 10 X 1933. cial statem Certain information and footnote disclosures have been condensed or omitted pursuant to such rules and regulations. The December 31, 2022 nine September 30, 2023 not may December 31, 2023 10 December 31, 2022 not |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation for book purposes is determined using the straight-line method over the estimated useful lives of the assets. Depreciation of revenue equipment is our largest item of depreciation. We generally depreciate new tractors over five seven ten not three March 31, 2023, |
Note 2 - Income Per Share (Tabl
Note 2 - Income Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | (in thousands except per share data) Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Numerators: Income from continuing operations $ 13,356 $ 49,961 $ 41,984 $ 96,654 Income from discontinued operations 150 525 450 525 Net income $ 13,506 $ 50,486 $ 42,434 $ 97,179 Denominator: Denominator for basic income per share – weighted-average shares 12,947 14,405 13,082 15,495 Effect of dilutive securities: Equivalent shares issuable upon conversion of unvested restricted shares 254 305 247 271 Equivalent shares issuable upon conversion of unvested employee stock options 478 182 411 109 Denominator for diluted income per share adjusted weighted-average shares and assumed conversions 13,679 14,892 13,740 15,875 Basic income per share: Income from continuing operations $ 1.03 $ 3.47 $ 3.21 $ 6.24 Income from discontinued operations 0.01 0.04 0.03 0.03 Net income per share(1) $ 1.04 $ 3.50 $ 3.24 $ 6.27 Diluted income per share: Income from continuing operations $ 0.98 $ 3.36 $ 3.06 $ 6.09 Income from discontinued operations 0.01 0.04 0.03 0.03 Net income per share $ 0.99 $ 3.39 $ 3.09 $ 6.12 |
Note 3 - Fair Value of Financ_2
Note 3 - Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | (in thousands) September 30, 2023 December 31, 2022 Input Level Interest rate swaps 1,954 1,466 2 Contingent consideration (21,309 ) (17,023 ) 3 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | December 31, 2022 Additions Adjustments to fair market value Payments September 30, 2023 Contingent consideration $ (17,023 ) $ (11,802 ) $ (2,484 ) $ 10,000 $ (21,309 ) |
Note 4 - Discontinued Operati_2
Note 4 - Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | (in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Reversal of contingent loss liability $ (200 ) $ - $ (600 ) $ - Income before income taxes 200 - 600 - Income tax expense 50 - 150 - Income from discontinued operations, net of tax $ 150 $ - $ 450 $ - (in thousands) September 30, 2023 December 31, 2022 Noncurrent deferred tax asset $ 459 $ 1,025 Noncurrent assets from discontinued operations 459 1,025 Total assets from discontinued operations $ 459 $ 1,025 Liabilities: Long-term contingent loss liability $ 1,835 $ 4,100 Long-term liabilities of discontinued operations 1,835 4,100 Total liabilities from discontinued operations $ 1,835 $ 4,100 |
Note 5 - Segment Information (T
Note 5 - Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | (in thousands) Three Months Ended September 30, 2023 Expedited Dedicated Managed Freight Warehousing Consolidated Total revenue from external customers $ 113,419 $ 80,242 $ 69,713 $ 25,347 $ 288,721 Intersegment revenue 1,556 - - - 1,556 Operating income 7,522 2,976 3,742 901 15,141 Nine Months Ended September 30, 2023 Expedited Dedicated Managed Freight Warehousing Consolidated Total revenue from external customers $ 318,388 $ 241,680 $ 193,868 $ 75,652 $ 829,588 Intersegment revenue 9,933 - - - 9,933 Operating income 22,613 13,366 6,905 1,672 44,556 Three Months Ended September 30, 2022 Expedited Dedicated Managed Freight Warehousing Consolidated Total revenue from external customers $ 117,793 $ 93,423 $ 78,382 $ 22,241 $ 311,839 Intersegment revenue 1,580 - - - 1,580 Operating income 30,660 19,416 8,605 378 59,059 Nine Months Ended September 30, 2022 Expedited Dedicated Managed Freight Warehousing Consolidated Total revenue from external customers $ 338,234 $ 279,136 $ 244,814 $ 58,617 $ 920,801 Intersegment revenue 3,476 - - - 3,476 Operating income (loss) 54,602 24,937 28,062 2,178 109,779 (in thousands) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Total external revenues for reportable segments $ 288,721 $ 311,839 $ 829,588 $ 920,801 Intersegment revenues for reportable segments 1,556 1,580 9,933 3,476 Elimination of intersegment revenues (1,556 ) (1,580 ) (9,933 ) (3,476 ) Total consolidated revenues $ 288,721 $ 311,839 $ 829,588 $ 920,801 |
Note 7 - Debt (Tables)
Note 7 - Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | (in thousands) September 30, 2023 December 31, 2022 Current Long-Term Current Long-Term Borrowings under Credit Facility $ - $ - $ - $ - Borrowings under the Draw Note - - - - Revenue equipment installment notes; weighted average interest rate of 5.0 4.7 29,652 135,506 17,656 71,267 Real estate notes; interest rate of 7.1 5.8 1,280 18,135 1,241 19,100 Total debt 30,932 153,641 18,897 90,367 Principal portion of finance lease obligations, secured by related revenue equipment 758 5,506 5,326 432 Principal portion of operating lease obligations, secured by related real estate and revenue equipment 14,596 35,492 18,179 46,428 Total debt and lease obligations $ 46,286 $ 194,639 $ 42,402 $ 137,227 |
Note 8 - Lease Obligations (Tab
Note 8 - Lease Obligations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Lease, Cost [Table Text Block] | (dollars in thousands) Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Finance lease cost: Amortization of right-of-use assets $ 54 $ 528 $ 567 $ 1,848 Interest on lease liabilities 181 92 305 314 Operating lease cost 4,656 7,946 13,901 20,593 Variable lease cost 87 39 972 148 Total lease cost $ 4,978 $ 8,605 $ 15,745 $ 22,903 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases 181 92 305 314 Operating cash flows from operating leases 3,436 4,397 10,614 12,830 Financing cash flows from finance leases 1,923 528 5,432 1,848 Right-of-use assets obtained in exchange for new finance lease liabilities 2,799 - 5,938 458 Right-of-use assets obtained in exchange for new operating lease liabilities - 3,154 3,992 20,206 Weighted-average remaining lease term—finance leases (in years) 4.0 Weighted-average remaining lease term—operating leases (in years) 4.5 Weighted-average discount rate—finance leases 13.2 % Weighted-average discount rate—operating leases 9.9 % |
Lessee, Lease Liability, Maturity [Table Text Block] | (in thousands) Operating Finance 2023 (1) $ 4,583 $ 1,543 2024 18,388 1,543 2025 11,999 1,543 2026 8,399 1,543 2027 7,530 1,442 Thereafter 10,815 1,835 Total minimum lease payments $ 61,714 $ 9,449 Less: amount representing interest (11,626 ) (3,185 ) Present value of minimum lease payments $ 50,088 $ 6,264 Less: current portion (14,596 ) (758 ) Lease obligations, long-term $ 35,492 $ 5,506 |
Note 11 - Equity Method Inves_2
Note 11 - Equity Method Investment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Equity Method Investments [Table Text Block] | Description: Balance Sheet Line Item: September 30, 2023 December 31, 2022 Accounts receivable from TEL Driver advances and other receivables $ 24 $ 9 Accounts payable to TEL Accrued expenses $ 378 $ 763 Investment in TEL Other assets $ 61,586 $ 54,727 Operating lease obligations Current and long-term portion of operating lease obligations $ 9,678 $ 13,825 (in thousands) As of September 30, As of December 31, 2023 2022 Total Assets $ 614,865 $ 480,724 Total Liabilities 498,659 377,548 Total Equity $ 116,206 $ 103,177 (in thousands) Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Revenue $ 36,780 $ 40,135 $ 114,050 $ 106,231 Cost of Sales 2,343 9,237 12,672 19,355 Operating Expenses 17,517 14,047 46,485 38,074 Operating Income 16,920 16,851 54,893 48,802 Net Income $ 10,710 $ 14,901 $33,029 $ 43,287 |
Note 12 - Acquisition of Sims_2
Note 12 - Acquisition of Sims Transport Services, LLC (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | 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 |
Sims Transport Services, LLC [Member] | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | August 18, 2023 (in thousands) Cash paid pursuant to Stock Purchase Agreement $ 8,561 Cash acquired included in historical book value of Sims' assets and liabilities (526 ) Contingent consideration 1,786 Net purchase price $ 9,821 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | August 18, 2023 Accounts receivable $ 735 Other intangibles, net 6,090 Total identifiable assets acquired 6,825 Accounts payable (457 ) Accrued expenses (4 ) Deferred tax liability (1,614 ) Total liabilities assumed (2,075 ) Net identifiable assets acquired 4,750 Goodwill 5,071 Net assets acquired $ 9,821 |
Note 13 - Acquisition of Lew _2
Note 13 - Acquisition of Lew Thompson & Son Trucking, Inc (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | 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 |
Lew Thompson & Son Trucking, Inc. [Member] | |
Notes Tables | |
Business Acquisition, Pro Forma Information [Table Text Block] | (in thousands) Three months ended Nine months ended September 30, 2023 September 30, 2023 Total revenue $ 15,020 $ 25,829 Net income $ 1,542 $ 3,420 |
Lew Thompson & Son Trucking, Inc. [Member] | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | April 26, 2023 (in thousands) Cash paid pursuant to Stock Purchase Agreement $ 100,726 Cash acquired included in historical book value of LTST's assets and liabilities (839 ) Contingent consideration 10,016 Net purchase price $ 109,903 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | April 26, 2023 Accounts receivable $ 5,135 Driver advances and other receivables 421 Inventory and supplies 1,015 Prepaid expenses 561 Net property and equipment 44,499 Other assets, net 120 Other intangibles, net 52,870 Total identifiable assets acquired 104,621 Accounts payable (565 ) Accrued expenses (1,465 ) Current portion of operating lease obligations (396 ) Current portion of insurance and claims accrual (56 ) Long-term portion of operating lease obligations (2,103 ) Total liabilities assumed (4,585 ) Net identifiable assets acquired 100,036 Goodwill 9,867 Net assets acquired $ 109,903 |
Business Acquisition, Pro Forma Information [Table Text Block] | (in thousands) Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 Total revenue $ 303,741 $ 328,001 $ 878,626 $ 969,286 Net income $ 14,687 $ 53,613 $ 49,772 $ 106,560 Basic net income per share $ 1.13 $ 3.72 $ 3.80 $ 6.88 Diluted net income per share $ 1.07 $ 3.60 $ 3.62 $ 6.71 |
Note 14 - Acquisition of AAT _2
Note 14 - Acquisition of AAT Carriers, Inc. (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | 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 |
AAT Carriers Inc [Member] | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | 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 |
Business Acquisition, Pro Forma Information [Table Text Block] | (in thousands) Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 Total revenue $ 9,989 $ 10,354 $ 30,287 $ 22,941 Net income $ 3,110 $ 4,297 $ 9,354 $ 9,151 |
Note 15 - Goodwill and Other _2
Note 15 - Goodwill and Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | (in thousands) September 30, 2023 Gross intangible assets Accumulated amortization Net intangible assets Remaining life (months) Trade name: Dedicated $ 4,502 $ (2,216 ) $ 2,286 Managed Freight 1,089 (887 ) 202 Warehousing 999 (885 ) 114 Total trade name 6,590 (3,988 ) 2,602 113 Non-Compete agreement: Dedicated 4,670 (486 ) 4,184 Managed Freight 380 (8 ) 372 Total non-compete agreement 5,050 (494 ) 4,556 43 Customer relationships: Dedicated 60,172 (7,287 ) 52,885 Managed Freight 7,312 (807 ) 6,505 Warehousing 12,436 (5,441 ) 6,995 Total customer relationships: 79,920 (13,535 ) 66,385 161 Credentialing: Expedited 32,000 (3,556 ) 28,444 160 Total credentialing 32,000 (3,556 ) 28,444 Total other intangible assets $ 123,560 $ (21,573 ) $ 101,987 154 (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 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | (in thousands) 2023 (1) 2,372 2024 9,488 2025 9,488 2026 9,488 2027 8,679 Thereafter 61,972 |
Schedule of Goodwill [Table Text Block] | (in thousands) September 30, 2023 Expedited Dedicated Managed Freight Warehousing Balance at December 31, 2022 $ 15,699 $ 15,320 $ 5,448 $ 21,750 Acquired goodwill for LTST - 10,729 - - Acquired goodwill for Sims - - 5,071 - Post-acquisition goodwill adjustments - (863 ) - - Goodwill $ 15,699 $ 25,186 $ 10,519 $ 21,750 |
Note 1 - Significant Accounti_2
Note 1 - Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Gain (Loss) on Disposition of Property Plant Equipment | $ 602 | $ 38,721 | $ 12,380 | $ 39,287 | |
Tractors [Member] | |||||
Property, Plant and Equipment, Useful Life (Year) | 5 years | 5 years | |||
Tractors [Member] | Minimum [Member] | |||||
Property, Plant and Equipment, Salvage Value, Percentage | 10% | 10% | |||
Tractors [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Salvage Value, Percentage | 35% | 35% | |||
Refrigerated Trailers [Member] | |||||
Property, Plant and Equipment, Useful Life (Year) | 7 years | 7 years | |||
Dry Van Trailers [Member] | |||||
Property, Plant and Equipment, Useful Life (Year) | 10 years | 10 years | |||
Dry Van Trailers [Member] | Minimum [Member] | |||||
Property, Plant and Equipment, Salvage Value, Percentage | 28% | 28% | |||
Dry Van Trailers [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Salvage Value, Percentage | 29% | 29% | |||
Terminal Property [Member] | CALIFORNIA | |||||
Gain (Loss) on Disposition of Property Plant Equipment | $ 7,600 |
Note 2 - Income Per Share (Deta
Note 2 - Income Per Share (Details Textual) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restricted Stock [Member] | ||||
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements (in shares) | 254,000 | 305,000 | 247,000 | 271,000 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 0 | 0 | 0 | 0 |
Share-Based Payment Arrangement, Option [Member] | ||||
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements (in shares) | 478,000 | 182,000 | 411,000 | 109,000 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 0 | 0 | 32,000 | 0 |
Note 2 - Income Per Share - Cal
Note 2 - Income Per Share - Calculation of Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Numerators: | |||||||||
Income from continuing operations | $ 13,356 | $ 49,961 | $ 41,984 | $ 96,654 | |||||
Income from discontinued operations | 150 | 525 | 450 | 525 | |||||
Net income | $ 13,506 | $ 12,293 | $ 16,635 | $ 50,486 | $ 24,526 | $ 22,167 | $ 42,434 | $ 97,179 | |
Denominator: | |||||||||
Denominator for basic income per share – weighted-average shares (in shares) | 12,947,000 | 14,405,000 | 13,082,000 | 15,495,000 | |||||
Effect of dilutive securities: | |||||||||
Diluted weighted average shares outstanding (in shares) | 13,679,000 | 14,892,000 | 13,739,000 | 15,875,000 | |||||
Basic income per share: | |||||||||
Income from continuing operations (in dollars per share) | $ 1.03 | $ 3.47 | $ 3.21 | $ 6.24 | |||||
Income from discontinued operations (in dollars per share) | 0.01 | 0.04 | 0.03 | 0.03 | |||||
Net income per share(1) (in dollars per share) | [1] | 1.04 | 3.5 | 3.24 | 6.27 | ||||
Diluted income per share: | |||||||||
Income from continuing operations (in dollars per share) | 0.98 | 3.36 | 3.06 | 6.09 | |||||
Income from discontinued operations (in dollars per share) | 0.01 | 0.04 | 0.03 | 0.03 | |||||
Net income per share (in dollars per share) | [1] | $ 0.99 | $ 3.39 | $ 3.09 | $ 6.12 | ||||
Restricted Stock [Member] | |||||||||
Effect of dilutive securities: | |||||||||
Equivalent shares issuable upon conversion of unvested shares (in shares) | 254,000 | 305,000 | 247,000 | 271,000 | |||||
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements (in shares) | 254,000 | 305,000 | 247,000 | 271,000 | |||||
Share-Based Payment Arrangement, Option [Member] | |||||||||
Effect of dilutive securities: | |||||||||
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements (in shares) | 478,000 | 182,000 | 411,000 | 109,000 | |||||
[1]Total may not sum due to rounding. |
Note 3 - Fair Value of Financ_3
Note 3 - Fair Value of Financial Instruments (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Aug. 18, 2023 | Apr. 26, 2023 | Feb. 09, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Payment for Contingent Consideration Liability, Financing Activities | $ 9,187 | $ 0 | ||||
AAT Carriers Inc [Member] | ||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 20,000 | |||||
Business Combination, Contingent Consideration, Earnout Period (Year) | 2 years | |||||
Payment for Contingent Consideration Liability | $ 0 | 10,000 | ||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 2,300 | 14,300 | ||||
Payment for Contingent Consideration Liability, Financing Activities | 9,200 | |||||
Payment for Contingent Consideration Liability, Operating Activities | 800 | |||||
AAT Carriers Inc [Member] | Changes Measurement [Member] | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 500 | 2,500 | ||||
AAT Carriers Inc [Member] | Stock Purchase Agreement, Earnout Component [Member] | ||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 20,000 | |||||
Lew Thompson & Son Trucking, Inc. [Member] | ||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 30,000 | |||||
Business Combination, Contingent Consideration, Earnout Period (Year) | 3 years | |||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 10,000 | |||||
Lew Thompson & Son Trucking, Inc. [Member] | Stock Purchase Agreement, Earnout Component [Member] | ||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 129,900 | |||||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | $ 30,000 | |||||
Sims Transport Services, LLC [Member] | ||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 12,000 | |||||
Business Combination, Contingent Consideration, Earnout Period (Year) | 4 years | |||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 1,800 | $ 1,800 | ||||
Sims Transport Services, LLC [Member] | Stock Purchase Agreement, Earnout Component [Member] | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | $ 12,000 |
Note 3 - Fair Value of Financ_4
Note 3 - Fair Value of Financial Instruments - Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member] | ||
Interest rate swaps | $ 1,954 | $ 1,466 |
Fair Value, Inputs, Level 3 [Member] | ||
Contingent consideration | $ (21,309) | $ (17,023) |
Note 3 - Fair Value of Financ_5
Note 3 - Fair Value of Financial Instruments - Activity for Contingent Consideration (Details) - Fair Value, Recurring [Member] - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Balance | $ (17,023) |
Additions | (11,802) |
Adjustment to fair market value | (2,484) |
Contingent consideration | 10,000 |
Balance | $ (21,309) |
Note 4 - Discontinued Operati_3
Note 4 - Discontinued Operations (Details Textual) - Transport Financial Services [Member] - Discontinued Operations, Disposed of by Sale [Member] - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jul. 08, 2020 | |
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net | $ 103,300 | ||
Disposal Group Including Discontinued Operation Accounts Notes And Loans Receivable Gross | 108,700 | ||
Disposal Group, Including Discontinued Operation, Allowance | $ 5,400 | ||
Cash Provided by (Used in) Operating Activities, Discontinued Operations | $ 1,700 | $ 0 | |
Payments for Legal Settlements | $ 1,700 |
Note 4 - Discontinued Operati_4
Note 4 - Discontinued Operations - Results of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Gain on reversal of contingent loss of discontinued operations | $ 0 | $ (700) | |||
Income from discontinued operations, net of tax | $ 150 | $ 0 | 450 | 0 | |
Noncurrent assets from discontinued operations | 459 | 459 | $ 1,025 | ||
Transport Financial Services [Member] | Discontinued Operations, Disposed of by Sale [Member] | |||||
Gain on reversal of contingent loss of discontinued operations | (200) | 0 | (600) | 0 | |
Income before income taxes | 200 | 0 | 600 | 0 | |
Income tax expense | 50 | $ 0 | 150 | $ 0 | |
Noncurrent deferred tax asset | 459 | 459 | 1,025 | ||
Noncurrent assets from discontinued operations | 459 | 459 | 1,025 | ||
Total assets from discontinued operations | 459 | 459 | 1,025 | ||
Long-term contingent loss liability | 1,835 | 1,835 | 4,100 | ||
Long-term liabilities of discontinued operations | 1,835 | 1,835 | 4,100 | ||
Total liabilities from discontinued operations | $ 1,835 | $ 1,835 | $ 4,100 |
Note 5 - Segment Information (D
Note 5 - Segment Information (Details Textual) | 3 Months Ended |
Sep. 30, 2023 | |
Number of Asset-based Operating Fleets Aggregated in a Segment | 4 |
Note 5 - Segment Information -
Note 5 - Segment Information - Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | $ 288,721 | $ 311,839 | $ 829,588 | $ 920,801 |
Operating income | 15,141 | 59,059 | 44,556 | 109,779 |
Operating Segments [Member] | ||||
Revenue | 288,721 | 311,839 | 829,588 | 920,801 |
Operating income | 15,141 | 59,059 | 44,556 | 109,779 |
Intersegment Eliminations [Member] | ||||
Revenue | 1,556 | 1,580 | 9,933 | 3,476 |
Consolidation, Eliminations [Member] | ||||
Revenue | (1,556) | (1,580) | (9,933) | (3,476) |
Expedited [Member] | Operating Segments [Member] | ||||
Revenue | 113,419 | 117,793 | 318,388 | 338,234 |
Operating income | 7,522 | 30,660 | 22,613 | 54,602 |
Expedited [Member] | Intersegment Eliminations [Member] | ||||
Revenue | 1,556 | 1,580 | 9,933 | 3,476 |
Dedicated [Member] | Operating Segments [Member] | ||||
Revenue | 80,242 | 93,423 | 241,680 | 279,136 |
Operating income | 2,976 | 19,416 | 13,366 | 24,937 |
Dedicated [Member] | Intersegment Eliminations [Member] | ||||
Revenue | 0 | 0 | 0 | 0 |
Managed Freight [Member] | Operating Segments [Member] | ||||
Revenue | 69,713 | 78,382 | 193,868 | 244,814 |
Operating income | 3,742 | 8,605 | 6,905 | 28,062 |
Managed Freight [Member] | Intersegment Eliminations [Member] | ||||
Revenue | 0 | 0 | 0 | 0 |
Warehousing [Member] | Operating Segments [Member] | ||||
Revenue | 25,347 | 22,241 | 75,652 | 58,617 |
Operating income | 901 | 378 | 1,672 | 2,178 |
Warehousing [Member] | Intersegment Eliminations [Member] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Note 6 - Income Taxes (Details
Note 6 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% | |||
Deferred Tax Liabilities, Net | $ 102,700 | $ 102,700 | |||
Income Tax Expense (Benefit) | 4,483 | $ 15,563 | $ 13,701 | $ 32,130 | |
State and Local Jurisdiction [Member] | Tennessee Department of Revenue [Member] | |||||
Income Tax Expense (Benefit) | $ (1,300) |
Note 7 - Debt (Details Textual)
Note 7 - Debt (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | |||||
Oct. 23, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Sep. 30, 2020 | Aug. 31, 2015 | |
Letters of Credit Outstanding, Amount | $ 21,800 | $ 23,900 | ||||
Interest Rate Swap [Member] | ||||||
Derivative, Fixed Interest Rate | 4.20% | |||||
Variable Rate Note [Member] | ||||||
Debt Instrument, Face Amount | $ 28,000 | |||||
Lenders [Member] | ||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |||||
Percent of Eligible Accounts Receivable | 87.50% | |||||
Percent of Appraised Net Orderly Liquidation, Value of Eligible Revenue Equipment | 85% | |||||
Percent of Net Book Value of Eligible Revenue Equipment | 100% | |||||
Line of Credit Facility, Availability as Percentage of Revolver Commitment | 60% | |||||
Line of Credit Facility, Revolver Commitment, Amount | $ 65,000 | |||||
Long-Term Line of Credit | 0 | |||||
Letters of Credit Outstanding, Amount | 21,800 | |||||
Line of Credit Facility, Remaining Borrowing Capacity | 88,200 | |||||
Fixed Charge Coverage Requirement | 0 | $ 0 | ||||
Debt, Secured with a Cross Default Feature | 27,900 | |||||
Lenders [Member] | Federal Funds Rate [Member] | Base Rate Loans [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||
Lenders [Member] | Applicable Margin [Member] | Base Rate Loans [Member] | Minimum [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | |||||
Lenders [Member] | Applicable Margin [Member] | Base Rate Loans [Member] | Maximum [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |||||
Lenders [Member] | Applicable Margin [Member] | Secured Overnight Financing Rate (SOFR) Loans [Member] | Minimum [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||
Lenders [Member] | Applicable Margin [Member] | Secured Overnight Financing Rate (SOFR) Loans [Member] | Maximum [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||||
Lenders [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 110,000 | |||||
Line of Credit Facility, Maximum Increase in Borrowing Capacity | 75,000 | |||||
Lenders [Member] | Revolving Credit Facility [Member] | Base Rate Loans [Member] | ||||||
Long-Term Line of Credit | 0 | |||||
Lenders [Member] | Revolving Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) Loans [Member] | ||||||
Long-Term Line of Credit | $ 0 | |||||
Lenders [Member] | Letter of Credit [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 105,000 | |||||
Line of Credit Facility, Borrowing Capacity, Percentage of Aggregate Commitments | $ 10,000 | |||||
Lenders [Member] | Swing Line Sub Facility [Member] | ||||||
Percent of Aggregate Commitments under Credit Facility | 10% | |||||
TBK Bank [Member] | Draw Note [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 45,000 |
Note 7 - Debt - Current and Lon
Note 7 - Debt - Current and Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt, current | $ 30,932 | $ 18,897 |
Debt, noncurrent | 153,641 | 90,367 |
Principal portion of finance lease obligations, secured by related revenue equipment, current | 758 | 5,326 |
Principal portion of finance lease obligations, secured by related revenue equipment, noncurrent | 5,506 | 432 |
Principal portion of operating lease obligations, secured by related real estate and revenue equipment | 14,596 | 18,179 |
Principal portion of operating lease obligations, secured by related real estate and revenue equipment | 35,492 | 46,428 |
Total debt and lease obligations | 46,286 | 42,402 |
Total debt and lease obligations | 194,639 | 137,227 |
Finance Lease Secured by Related Revenue Equipment [Member] | ||
Principal portion of finance lease obligations, secured by related revenue equipment, current | 758 | 5,326 |
Principal portion of finance lease obligations, secured by related revenue equipment, noncurrent | 5,506 | 432 |
Operating Lease Secured By Related Equipment [Member] | ||
Principal portion of operating lease obligations, secured by related real estate and revenue equipment | 14,596 | 18,179 |
Principal portion of operating lease obligations, secured by related real estate and revenue equipment | 35,492 | 46,428 |
Draw Note [Member] | ||
Credit facility, current | 0 | 0 |
Credit facility, noncurrent | 0 | 0 |
Revenue Equipment Installment Notes [Member] | ||
Debt, current | 29,652 | 17,656 |
Debt, noncurrent | 135,506 | 71,267 |
Real Estate Note [Member] | ||
Debt, current | 1,280 | 1,241 |
Debt, noncurrent | 18,135 | 19,100 |
Revolving Credit Facility [Member] | ||
Credit facility, current | 0 | 0 |
Credit facility, noncurrent | $ 0 | $ 0 |
Note 7 - Debt - Current and L_2
Note 7 - Debt - Current and Long-term Debt (Details) (Parentheticals) | Sep. 30, 2023 | Dec. 31, 2022 |
Revenue Equipment Installment Notes [Member] | ||
Interest rate | 5% | 4.70% |
Real Estate Note [Member] | ||
Interest rate | 7.10% | 5.80% |
Note 8 - Lease Obligations (Det
Note 8 - Lease Obligations (Details Textual) - Property, Plant, and Equipment, Net [Member] - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Operating Lease, Right-of-Use Asset | $ 48.5 | $ 58.9 |
Finance Lease, Right-of-Use Asset, after Accumulated Amortization | $ 6.5 | $ 5.3 |
Note 8 - Lease - Lease Obligati
Note 8 - Lease - Lease Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Amortization of right-of-use assets | $ 54 | $ 528 | $ 567 | $ 1,848 |
Interest on lease liabilities | 181 | 92 | 305 | 314 |
Operating lease cost | 4,656 | 7,946 | 13,901 | 20,593 |
Variable lease cost | 87 | 39 | 972 | 148 |
Total lease cost | 4,978 | 8,605 | 15,745 | 22,903 |
Operating cash flows from finance leases | 181 | 92 | 305 | 314 |
Operating cash flows from operating leases | 3,436 | 4,397 | 10,614 | 12,830 |
Financing cash flows from finance leases | 1,923 | 528 | 5,432 | 1,848 |
Right-of-use assets obtained in exchange for new finance lease liabilities | 2,799 | 0 | 5,938 | 458 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 0 | $ 3,154 | $ 3,992 | $ 20,206 |
Weighted-average remaining lease term—finance leases (in years) (Year) | 4 years | 4 years | ||
Weighted-average remaining lease term—operating leases (in years) (Year) | 4 years 6 months | 4 years 6 months | ||
Weighted-average discount rate—finance leases | 13.20% | 13.20% | ||
Weighted-average discount rate—operating leases | 9.90% | 9.90% |
Note 8 - Leases - Future Minimu
Note 8 - Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
2023, Operating | [1] | $ 4,583 | |
2023, Finance | [1] | 1,543 | |
2024, Operating | 18,388 | ||
2024, Finance | 1,543 | ||
2025, Operating | 11,999 | ||
2025, Finance | 1,543 | ||
2026, Operating | 8,399 | ||
2026, Finance | 1,543 | ||
2027, Operating | 7,530 | ||
2027, Finance | 1,442 | ||
Thereafter, Operating | 10,815 | ||
Thereafter, Finance | 1,835 | ||
Total minimum lease payments, Operating | 61,714 | ||
Total minimum lease payments, Finance | 9,449 | ||
Less: amount representing interest, Operating | (11,626) | ||
Less: amount representing interest, Finance | (3,185) | ||
Present value of minimum lease payments, Operating | 50,088 | ||
Present value of minimum lease payments, Finance | 6,264 | ||
Less: current portion, Operating | (14,596) | $ (18,179) | |
Less: current portion, Finance | (758) | (5,326) | |
Lease obligations, long-term, Operating | 35,492 | ||
Lease obligations, long-term, Finance | $ 5,506 | $ 432 | |
[1]Excludes the nine months ended September 30, 2023. |
Note 9 - Stock-based Compensa_2
Note 9 - Stock-based Compensation (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
May 17, 2023 | Jul. 01, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized (in shares) | 575,000 | |||||
Fungible Share Reserve Feature, Shares Subject for Each Share Granted (in shares) | 1 | |||||
Fungible Share Reserve Feature, Shares Subject to All Other Awards (in shares) | 1.8 | |||||
Maximum Number of Shares of Class A Common Stock Awarded to any Participant in the Incentive Plan in any Calendar Year (in shares) | 500,000 | |||||
Maximum Cash Awarded to any Participant in the Incentive Plan in any Calendar Year | $ 4,000,000 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) | 1,271,739 | 1,271,739 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 4,775,000 | 4,775,000 | ||||
Payment, Tax Withholding, Share-Based Payment Arrangement | $ 1,520,000 | $ 390,000 | ||||
Common Class A [Member] | ||||||
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in shares) | 43,771 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Per Share Weighted Average Price of Shares Purchased (in dollars per share) | $ 34.72 | $ 34.72 | ||||
Payment, Tax Withholding, Share-Based Payment Arrangement | $ 1,500,000 | |||||
Restricted Stock [Member] | ||||||
Share-Based Payment Arrangement, Expense | $ 700,000 | $ 900,000 | 1,800,000 | 2,900,000 | ||
Share-Based Payment Arrangement, Option [Member] | ||||||
Share-Based Payment Arrangement, Expense | 1,000,000 | 400,000 | 2,900,000 | 1,800,000 | ||
Salaries Wages And Related Expenses [Member] | ||||||
Share-Based Payment Arrangement, Expense | 1,700,000 | 1,200,000 | 4,700,000 | 4,600,000 | ||
General and Administrative Expense [Member] | Director [Member] | ||||||
Share-Based Payment Arrangement, Expense | $ 200,000 | $ 200,000 | $ 500,000 | $ 500,000 |
Note 10 - Commitments and Con_2
Note 10 - Commitments and Contingencies (Details Textual) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Letters of Credit Outstanding, Amount | $ 21.8 | $ 23.9 |
Line of Credit, Contingent Liability | 1.8 | |
Draw Note [Member] | TBK Bank [Member] | ||
Line of Credit Facility, Remaining Borrowing Capacity | $ 45 |
Note 11 - Equity Method Inves_3
Note 11 - Equity Method Investment (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income (Loss) from Equity Method Investments | $ 5,335 | $ 7,400 | $ 16,659 | $ 21,261 |
Transport Enterprise Leasing LLC [Member] | ||||
Equity Method Investment, Ownership Percentage | 49% | 49% | ||
Income (Loss) from Equity Method Investments | $ 16,700 |
Note 11 - Equity Method Inves_4
Note 11 - Equity Method Investment - TEL's Summarized Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Operating lease obligations | $ 14,596 | $ 14,596 | $ 18,179 | ||
Total Assets | 892,158 | 892,158 | 796,645 | ||
Total Liabilities | 498,135 | 498,135 | 419,517 | ||
Transport Enterprise Leasing LLC [Member] | |||||
Total Assets | 614,865 | 614,865 | 480,724 | ||
Total Liabilities | 498,659 | 498,659 | 377,548 | ||
Total Equity | 116,206 | 116,206 | 103,177 | ||
Revenue | 36,780 | $ 40,135 | 114,050 | $ 106,231 | |
Cost of Sales | 2,343 | 9,237 | 12,672 | 19,355 | |
Operating Expenses | 17,517 | 14,047 | 46,485 | 38,074 | |
Operating Income | 16,920 | 16,851 | 54,893 | 48,802 | |
Net Income | 10,710 | $ 14,901 | 33,029 | $ 43,287 | |
Transport Enterprise Leasing LLC [Member] | Driver Advances and Other Receivable [Member] | |||||
Accounts receivable from TEL | 24 | 24 | 9 | ||
Transport Enterprise Leasing LLC [Member] | Accrued Expenses [Member] | |||||
Accounts payable to TEL | 378 | 378 | 763 | ||
Transport Enterprise Leasing LLC [Member] | Other Assets [Member] | |||||
Investment in TEL | 61,586 | 61,586 | 54,727 | ||
Transport Enterprise Leasing LLC [Member] | Operating Lease Liability, Current [Member] | |||||
Operating lease obligations | $ 9,678 | $ 9,678 | $ 13,825 |
Note 12 - Acquisition of Sims_3
Note 12 - Acquisition of Sims Transport Services, LLC (Details Textual) - Sims Transport Services, LLC [Member] $ in Thousands | Aug. 18, 2023 USD ($) |
Business Acquisition, Percentage of Voting Interests Acquired | 100% |
Business Combination, Consideration Transferred | $ 9,821 |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 12,000 |
Business Combination, Contingent Consideration, Earnout Period (Year) | 4 years |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | $ 1,614 |
Minimum [Member] | |
Business Combination, Consideration Transferred | 9,800 |
Maximum [Member] | |
Business Combination, Consideration Transferred | $ 20,000 |
Note 12 - Acquisition of Sims_4
Note 12 - Acquisition of Sims Transport Services, LLC - Allocation of Preliminary Purchase Price (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Aug. 18, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cash paid pursuant to Stock Purchase Agreement | $ 107,922 | $ 38,501 | |
Sims Transport Services, LLC [Member] | |||
Cash paid pursuant to Stock Purchase Agreement | $ 8,561 | ||
Cash acquired included in historical book value of Sims' assets and liabilities | (526) | ||
Contingent consideration, Acquisition | 1,786 | ||
Net purchase price | $ 9,821 |
Note 12 - Acquisition of Sims_5
Note 12 - Acquisition of Sims Transport Services, LLC - Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Aug. 18, 2023 | Dec. 31, 2022 |
Goodwill | $ 73,154 | $ 58,217 | |
Sims Transport Services, LLC [Member] | |||
Accounts receivable | $ 735 | ||
Other intangibles, net | 6,090 | ||
Total identifiable assets acquired | 6,825 | ||
Accounts payable | (457) | ||
Accrued expenses | (4) | ||
Deferred tax liability | (1,614) | ||
Total liabilities assumed | (2,075) | ||
Net identifiable assets acquired | 4,750 | ||
Goodwill | 5,071 | ||
Net assets acquired | $ 9,821 |
Note 13 - Acquisition of Lew _3
Note 13 - Acquisition of Lew Thompson & Son Trucking, Inc (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||||
Apr. 26, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Apr. 06, 2023 | Dec. 31, 2022 | |
Goodwill | $ 73,154 | $ 58,217 | |||
Lew Thompson & Son Trucking, Inc. [Member] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | ||||
Business Combination, Consideration Transferred | $ 109,903 | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 30,000 | ||||
Business Combination, Contingent Consideration, Earnout Period (Year) | 3 years | ||||
Goodwill, Purchase Accounting Adjustments | (800) | ||||
Goodwill | $ 9,900 | $ 10,700 | $ 9,867 | ||
Lew Thompson & Son Trucking, Inc. [Member] | Stock Purchase Agreement, Earnout Component [Member] | |||||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | $ 30,000 | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | 109,900 | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 129,900 |
Note 13 - Acquisition of Lew _4
Note 13 - Acquisition of Lew Thompson & Son Trucking, Inc - Allocation of Preliminary Purchase Price (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Apr. 26, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cash paid pursuant to Stock Purchase Agreement | $ 107,922 | $ 38,501 | |
Lew Thompson & Son Trucking, Inc. [Member] | |||
Cash paid pursuant to Stock Purchase Agreement | $ 100,726 | ||
Cash acquired included in historical book value of Sims' assets and liabilities | (839) | ||
Contingent consideration, Acquisition | 10,016 | ||
Net purchase price | $ 109,903 |
Note 13 - Acquisition of Lew _5
Note 13 - Acquisition of Lew Thompson & Son Trucking, Inc - Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Apr. 06, 2023 | Dec. 31, 2022 |
Goodwill | $ 73,154 | $ 58,217 | ||
Lew Thompson & Son Trucking, Inc. [Member] | ||||
Accounts receivable | $ 5,135 | |||
Driver advances and other receivables | 421 | |||
Inventory and supplies | 1,015 | |||
Prepaid expenses | 561 | |||
Net property and equipment | 44,499 | |||
Other assets, net | 120 | |||
Other intangibles, net | 52,870 | |||
Total identifiable assets acquired | 104,621 | |||
Accounts payable | (565) | |||
Accrued expenses | (1,465) | |||
Current portion of operating lease obligations | (396) | |||
Current portion of insurance and claims accrual | (56) | |||
Long-term portion of operating lease obligations | (2,103) | |||
Total liabilities assumed | (4,585) | |||
Net identifiable assets acquired | 100,036 | |||
Goodwill | $ 9,900 | $ 10,700 | 9,867 | |
Net assets acquired | $ 109,903 |
Note 13 - Acquisition of Lew _6
Note 13 - Acquisition of Lew Thompson & Son Trucking, Inc - Results of Operations From Acquisition Date (Details) - Lew Thompson & Son Trucking, Inc. [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Total revenue | $ 15,020 | $ 25,829 |
Net income | $ 1,542 | $ 3,420 |
Note 13 - Acquisition of Lew _7
Note 13 - Acquisition of Lew Thompson & Son Trucking, Inc - Pro Forma Consolidated Results of Operations (Details) - Lew Thompson & Son Trucking, Inc. [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Total revenue | $ 303,741 | |||
Net income | $ 14,687 | $ 53,613 | $ 49,772 | $ 106,560 |
Basic net income per share (in dollars per share) | $ 1.13 | $ 3.72 | $ 3.8 | $ 6.88 |
Diluted net income per share (in dollars per share) | $ 1.07 | $ 3.6 | $ 3.62 | $ 6.71 |
Lew Thompson & Son Trucking, Inc. [Member] | ||||
Total revenue | $ 328,001 | $ 878,626 | $ 969,286 |
Note 14 - Acquisition of AAT _3
Note 14 - Acquisition of AAT Carriers, Inc. (Details Textual) - AAT Carriers Inc [Member] $ in Thousands | Feb. 09, 2022 USD ($) |
Business Acquisition, Percentage of Voting Interests Acquired | 100% |
Business Combination, Consideration Transferred | $ 54,711 |
Stock Purchase Agreement, Earnout Component | 20,000 |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 20,000 |
Minimum [Member] | |
Purchase Price, Including Earnout | 38,500 |
Maximum [Member] | |
Purchase Price, Including Earnout | $ 57,000 |
Note 14 - Acquisition of AAT _4
Note 14 - Acquisition of AAT Carriers, Inc. - Allocation of Preliminary Purchase Price (Details) - AAT Carriers Inc [Member] $ in Thousands | Feb. 09, 2022 USD ($) |
Cash paid pursuant to Stock Purchase Agreement | $ 40,347 |
Cash acquired included in historical book value of Sims' assets and liabilities | (1,846) |
Contingent consideration, Acquisition | 16,210 |
Net purchase price | $ 54,711 |
Note 14 - Acquisition of AAT _5
Note 14 - Acquisition of AAT Carriers, Inc. - Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Feb. 09, 2022 |
Goodwill | $ 73,154 | $ 58,217 | |
AAT Carriers Inc [Member] | |||
Accounts receivable | $ 842 | ||
Prepaid expenses | 33 | ||
Other short-term assets | 19 | ||
Net property and equipment | 7,994 | ||
Other intangibles, net | 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 |
Note 14 - Acquisition of AAT _6
Note 14 - Acquisition of AAT Carriers, Inc. - Results of Operations From Acquisition Date (Details) - AAT Carriers Inc [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Total revenue | $ 9,989 | $ 10,354 | $ 30,287 | $ 22,941 |
Net income | $ 3,110 | $ 4,297 | $ 9,354 | $ 9,151 |
Note 15 - Goodwill and Other _3
Note 15 - Goodwill and Other Assets (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Amortization of Intangible Assets | $ 5,100 | $ 3,200 | |
Goodwill | 73,154 | $ 58,217 | |
Trade Names [Member] | Landair Holdings Inc [Member] | |||
Acquired Finite-lived Intangible Asset, Residual Value | $ 500 |
Note 15 - Goodwill and Other _4
Note 15 - Goodwill and Other Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Gross | $ 123,560 | $ 64,600 |
Finite-Lived Intangible Assets, Accumulated Amortization | (21,573) | (16,431) |
Finite-Lived Intangible Assets, Net | $ 101,987 | $ 48,169 |
Finite-Lived Intangible Asset, Useful Life (Month) | 154 months | 138 months |
Trade Names [Member] | ||
Finite-Lived Intangible Assets, Gross | $ 6,590 | $ 4,400 |
Finite-Lived Intangible Assets, Accumulated Amortization | (3,988) | (3,900) |
Finite-Lived Intangible Assets, Net | $ 2,602 | 500 |
Finite-Lived Intangible Asset, Useful Life (Month) | 113 months | |
Trade Names [Member] | Dedicated [Member] | ||
Finite-Lived Intangible Assets, Gross | $ 4,502 | 2,402 |
Finite-Lived Intangible Assets, Accumulated Amortization | (2,216) | (2,130) |
Finite-Lived Intangible Assets, Net | 2,286 | 272 |
Trade Names [Member] | Managed Freight [Member] | ||
Finite-Lived Intangible Assets, Gross | 1,089 | 999 |
Finite-Lived Intangible Assets, Accumulated Amortization | (887) | (885) |
Finite-Lived Intangible Assets, Net | 202 | 114 |
Trade Names [Member] | Warehousing [Member] | ||
Finite-Lived Intangible Assets, Gross | 999 | 999 |
Finite-Lived Intangible Assets, Accumulated Amortization | (885) | (885) |
Finite-Lived Intangible Assets, Net | 114 | 114 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets, Gross | 5,050 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (494) | |
Finite-Lived Intangible Assets, Net | $ 4,556 | |
Finite-Lived Intangible Asset, Useful Life (Month) | 43 years | |
Noncompete Agreements [Member] | Dedicated [Member] | ||
Finite-Lived Intangible Assets, Gross | $ 4,670 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (486) | |
Finite-Lived Intangible Assets, Net | 4,184 | |
Noncompete Agreements [Member] | Managed Freight [Member] | ||
Finite-Lived Intangible Assets, Gross | 380 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (8) | |
Finite-Lived Intangible Assets, Net | 372 | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets, Gross | 79,920 | 28,200 |
Finite-Lived Intangible Assets, Accumulated Amortization | (13,535) | (10,575) |
Finite-Lived Intangible Assets, Net | $ 66,385 | $ 17,625 |
Finite-Lived Intangible Asset, Useful Life (Month) | 161 months | 90 months |
Customer Relationships [Member] | Dedicated [Member] | ||
Finite-Lived Intangible Assets, Gross | $ 60,172 | $ 14,072 |
Finite-Lived Intangible Assets, Accumulated Amortization | (7,287) | (5,277) |
Finite-Lived Intangible Assets, Net | 52,885 | 8,795 |
Customer Relationships [Member] | Managed Freight [Member] | ||
Finite-Lived Intangible Assets, Gross | 7,312 | 1,692 |
Finite-Lived Intangible Assets, Accumulated Amortization | (807) | (635) |
Finite-Lived Intangible Assets, Net | 6,505 | 1,057 |
Customer Relationships [Member] | Warehousing [Member] | ||
Finite-Lived Intangible Assets, Gross | 12,436 | 12,436 |
Finite-Lived Intangible Assets, Accumulated Amortization | (5,441) | (4,663) |
Finite-Lived Intangible Assets, Net | 6,995 | 7,773 |
Credentialing [Member] | ||
Finite-Lived Intangible Assets, Gross | 32,000 | 32,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | (3,556) | (1,956) |
Finite-Lived Intangible Assets, Net | 28,444 | 30,044 |
Credentialing [Member] | Expedited [Member] | ||
Finite-Lived Intangible Assets, Gross | 32,000 | 32,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | (3,556) | (1,956) |
Finite-Lived Intangible Assets, Net | $ 28,444 | $ 30,044 |
Finite-Lived Intangible Asset, Useful Life (Month) | 160 months | 169 months |
Note 15 - Goodwill and Other _5
Note 15 - Goodwill and Other Assets - Expected Future Amortization (Details) $ in Thousands | Sep. 30, 2023 USD ($) | |
2023 (1) | $ 2,372 | [1] |
2024 | 9,488 | |
2025 | 9,488 | |
2026 | 9,488 | |
2027 | 8,679 | |
Thereafter | $ 61,972 | |
[1]Excludes the nine months ended September 30, 2023. |
Note 15 - Goodwill and Other _6
Note 15 - Goodwill and Other Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Balance, Goodwill | $ 58,217 | |
Balance, Goodwill | $ 73,154 | 73,154 |
Lew Thompson & Son Trucking, Inc. [Member] | ||
Balance, Goodwill | 10,700 | |
Post-acquisition goodwill adjustments | (800) | |
Balance, Goodwill | 9,900 | 9,900 |
Expedited [Member] | ||
Balance, Goodwill | 15,699 | |
Post-acquisition goodwill adjustments | 0 | |
Balance, Goodwill | 15,699 | 15,699 |
Expedited [Member] | Lew Thompson & Son Trucking, Inc. [Member] | ||
Acquired goodwill | 0 | |
Expedited [Member] | Sims Transport Services, LLC [Member] | ||
Acquired goodwill | 0 | |
Dedicated [Member] | ||
Balance, Goodwill | 15,320 | |
Post-acquisition goodwill adjustments | (863) | |
Balance, Goodwill | 25,186 | 25,186 |
Dedicated [Member] | Lew Thompson & Son Trucking, Inc. [Member] | ||
Acquired goodwill | 10,729 | |
Dedicated [Member] | Sims Transport Services, LLC [Member] | ||
Acquired goodwill | 0 | |
Managed Freight [Member] | ||
Balance, Goodwill | 5,448 | |
Post-acquisition goodwill adjustments | 0 | |
Balance, Goodwill | 10,519 | 10,519 |
Managed Freight [Member] | Lew Thompson & Son Trucking, Inc. [Member] | ||
Acquired goodwill | 0 | |
Managed Freight [Member] | Sims Transport Services, LLC [Member] | ||
Acquired goodwill | 5,071 | |
Warehousing [Member] | ||
Balance, Goodwill | 21,750 | |
Post-acquisition goodwill adjustments | 0 | |
Balance, Goodwill | $ 21,750 | 21,750 |
Warehousing [Member] | Lew Thompson & Son Trucking, Inc. [Member] | ||
Acquired goodwill | 0 | |
Warehousing [Member] | Sims Transport Services, LLC [Member] | ||
Acquired goodwill | $ 0 |
Note 16 - Equity (Details Textu
Note 16 - Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 17 Months Ended | ||||||||||||||||||
Aug. 16, 2023 | May 17, 2023 | Feb. 15, 2023 | Aug. 17, 2022 | May 18, 2022 | Jan. 26, 2022 | May 31, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Jan. 30, 2023 | Jan. 29, 2023 | Feb. 10, 2022 | Jan. 01, 2022 | Aug. 05, 2021 | Jan. 25, 2021 | |
Treasury Stock, Value, Acquired, Cost Method | $ 4,683 | $ 20,805 | $ 27,521 | $ 28,565 | $ 14,800 | ||||||||||||||||||
Common Stock, Dividends, Per Share, Declared (in dollars per share) | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.08 | $ 0.0625 | $ 0.0625 | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.08 | $ 0.0625 | $ 0.0625 | |||||||||||
Repurchase Program Authorized January 25, 2021 [Member] | |||||||||||||||||||||||
Stock Repurchase Program, Authorized Amount | $ 40,000 | $ 40,000 | |||||||||||||||||||||
Treasury Stock, Shares, Acquired (in shares) | 0.5 | ||||||||||||||||||||||
Treasury Stock, Value, Acquired, Cost Method | $ 8,100 | ||||||||||||||||||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 38,000 | ||||||||||||||||||||||
Repurchase Program 10b5-1 [Member] | |||||||||||||||||||||||
Stock Repurchase Program, Authorized Amount | $ 30,000 | ||||||||||||||||||||||
Treasury Stock, Shares, Acquired (in shares) | 1.4 | ||||||||||||||||||||||
Treasury Stock, Value, Acquired, Cost Method | $ 30,000 | ||||||||||||||||||||||
Share Repurchase Program Authorized May 18, 2022 [Member] | |||||||||||||||||||||||
Stock Repurchase Program, Authorized Amount | $ 75,000 | $ 55,000 | |||||||||||||||||||||
Treasury Stock, Shares, Acquired (in shares) | 2 | ||||||||||||||||||||||
Treasury Stock, Value, Acquired, Cost Method | $ 0 | $ 54,700 | $ 2,700 | ||||||||||||||||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 17,500 | ||||||||||||||||||||||
Stock Repurchase Program, Additional Authorized Amount | $ 37,500 |