grepcent / static financial knowledge base

PAMT CORP (PAMT)

CIK: 0000798287. SIC: 4213 Trucking (No Local). Latest 10-K as of: 2026-03-12.

SIC breadcrumb: Transportation, Communications, Electric, Gas, And Sanitary Services > Motor Freight Transportation And Warehousing > SIC 4213 Trucking (No Local)

SEC company page: https://www.sec.gov/edgar/browse/?CIK=798287. Latest filing source: 0001437749-26-007960.

Informational only - descriptive public-record data, not investment advice.

Business

Read PAMT's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read PAMT's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue598,056,000USD20252026-03-12
Net income-52,607,000USD20252026-03-12
Assets697,912,000USD20252026-03-12

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-12. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000798287.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric2016201720182019202020212022202320242025
Revenue432,852,000437,838,000533,261,000514,177,000486,825,000707,120,000946,862,000810,807,000714,646,000598,056,000
Net income11,101,00038,899,00023,994,0007,900,00017,827,00076,516,00090,672,00018,416,000-31,795,000-52,607,000
Operating income19,928,00012,680,00041,602,00012,547,00033,923,000100,205,000123,768,00030,310,000-36,765,000-64,062,000
Diluted EPS1.676.083.900.670.773.354.040.83-1.45-2.48
Operating cash flow47,719,00050,614,00082,347,00084,297,00067,590,000101,740,000168,815,000114,577,00059,041,00017,335,000
Capital expenditures86,128,00067,674,00073,882,00079,354,00048,226,00019,144,00063,961,00034,060,000140,759,00040,740,000
Share buybacks21,056,0006,348,00013,369,00014,285,0002,281,00010,828,0007,000,0004,736,0005,259,00014,928,000
Assets380,066,000392,185,000466,066,000498,009,000578,592,000587,381,000749,162,000760,457,000741,654,000697,912,000
Liabilities285,908,000264,581,000326,619,000364,034,000428,611,000371,271,000448,979,000446,241,000464,146,000487,428,000
Stockholders' equity94,158,000127,604,000139,447,000133,975,000149,981,000216,110,000300,183,000314,216,000277,508,000210,484,000
Cash and cash equivalents137,000224,000282,000318,000337,00018,509,00074,087,000100,614,00068,060,00035,234,000
Free cash flow-38,409,000-17,060,0008,465,0004,943,00019,364,00082,596,000104,854,00080,517,000-81,718,000-23,405,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric2016201720182019202020212022202320242025
Net margin2.56%8.88%4.50%1.54%3.66%10.82%9.58%2.27%-4.45%-8.80%
Operating margin4.60%2.90%7.80%2.44%6.97%14.17%13.07%3.74%-5.14%-10.71%
Return on equity11.79%30.48%17.21%5.90%11.89%35.41%30.21%5.86%-11.46%-24.99%
Return on assets2.92%9.92%5.15%1.59%3.08%13.03%12.10%2.42%-4.29%-7.54%
Liabilities / equity3.042.072.342.722.861.721.501.421.672.32
Current ratio1.230.921.010.850.951.791.981.831.781.23

Industry Peer Context

Each number-line places PAMT against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

PAMT Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 4213; peer count 13.PAMT Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 4213; peer count 13.13 SIC peersMin -8.8%Median 1.5%Max 18.6%PAMT -8.8%

Operating margin peer context

PAMT Operating margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 4213; peer count 13.PAMT Operating margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 4213; peer count 13.13 SIC peersMin -10.7%Median 2.6%Max 24.8%PAMT -10.7%

ROE peer context

PAMT ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 4213; peer count 13.PAMT ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 4213; peer count 13.13 SIC peersMin -25.0%Median 2.3%Max 23.7%PAMT -25.0%

ROA peer context

PAMT ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 4213; peer count 13.PAMT ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 4213; peer count 13.13 SIC peersMin -7.5%Median 1.8%Max 18.7%PAMT -7.5%

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Free cash flow = operating cash flow - capital expenditures

PAMT FY2025 free cash flow bridge from reported figures.PAMT FY2025 free cash flow bridge from reported figures.PAMT free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount-$250.0M$0.0B$250.0M$17.3MOperating cash flow-$40.7MCapex-$23.4MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001437749-26-007960; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001437749-26-007960; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001437749-26-007960; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment

Financial Charts

PAMT revenue, last 5 periods. Source: SEC companyfacts FY2025.PAMT revenue, last 5 periods. Source: SEC companyfacts FY2025.PAMT RevenueLatest point: FY2025 = $598.1MSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$500.0M$1.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-007960; filed 2026-03-12. Concept: RevenueFromContractWithCustomerIncludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax.

PAMT net income, last 5 periods. Source: SEC companyfacts FY2025.PAMT net income, last 5 periods. Source: SEC companyfacts FY2025.PAMT Net incomeLatest point: FY2025 = -$52.6MSource: SEC companyfacts FY2025.Fiscal yearNet income-$250.0M$0.0B$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-007960; filed 2026-03-12. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

PAMT operating income, last 5 periods. Source: SEC companyfacts FY2025.PAMT operating income, last 5 periods. Source: SEC companyfacts FY2025.PAMT Operating incomeLatest point: FY2025 = -$64.1MSource: SEC companyfacts FY2025.Fiscal yearOperating income-$250.0M$0.0B$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-007960; filed 2026-03-12. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.

PAMT diluted eps, last 5 periods. Source: SEC companyfacts FY2025.PAMT diluted eps, last 5 periods. Source: SEC companyfacts FY2025.PAMT Diluted EPSLatest point: FY2025 = -$2.48/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)-$4.00/share$0.00/share$6.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-007960; filed 2026-03-12. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

PAMT operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.PAMT operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.PAMT Operating cash flowLatest point: FY2025 = $17.3MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-007960; filed 2026-03-12. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

PAMT capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.PAMT capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.PAMT Capital expendituresLatest point: FY2025 = $40.7MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-007960; filed 2026-03-12. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

PAMT share buybacks, last 5 periods. Source: SEC companyfacts FY2025.PAMT share buybacks, last 5 periods. Source: SEC companyfacts FY2025.PAMT Share buybacksLatest point: FY2025 = $14.9MSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-007960; filed 2026-03-12. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

PAMT assets, last 5 periods. Source: SEC companyfacts FY2025.PAMT assets, last 5 periods. Source: SEC companyfacts FY2025.PAMT AssetsLatest point: FY2025 = $697.9MSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$500.0M$1.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-007960; filed 2026-03-12. Concept: Assets. Source concepts: us-gaap:Assets.

PAMT liabilities, last 5 periods. Source: SEC companyfacts FY2025.PAMT liabilities, last 5 periods. Source: SEC companyfacts FY2025.PAMT LiabilitiesLatest point: FY2025 = $487.4MSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-007960; filed 2026-03-12. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

PAMT stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.PAMT stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.PAMT Stockholders' equityLatest point: FY2025 = $210.5MSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-007960; filed 2026-03-12. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

PAMT cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.PAMT cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.PAMT Cash and cash equivalentsLatest point: FY2025 = $35.2MSource: SEC companyfacts FY2025.Fiscal yearCash and cash equivalents$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-007960; filed 2026-03-12. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.

PAMT free cash flow, last 5 periods. Source: SEC companyfacts FY2025.PAMT free cash flow, last 5 periods. Source: SEC companyfacts FY2025.PAMT Free cash flowLatest point: FY2025 = -$23.4MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow-$250.0M$0.0B$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001437749-26-007960; filed 2026-03-12. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000798287.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-301.08reported discrete quarter
2022-Q32022-09-301.09reported discrete quarter
2023-Q12023-03-310.23reported discrete quarter
2023-Q22023-03-315,231,000reported discrete quarter
2023-Q22023-06-30207,412,0000.42reported discrete quarter
2023-Q32023-06-309,319,000reported discrete quarter
2023-Q32023-09-30201,502,0000.28reported discrete quarter
2023-Q42023-12-31180,168,000-2,232,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-31182,592,000281,0000.01reported discrete quarter
2024-Q22024-03-31281,000reported discrete quarter
2024-Q22024-06-30182,948,000-0.13reported discrete quarter
2024-Q32024-06-30-2,910,000reported discrete quarter
2024-Q32024-09-30182,577,0000.11reported discrete quarter
2024-Q42024-12-31166,530,000-31,578,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-31155,342,000-8,142,000-0.37reported discrete quarter
2025-Q22025-03-31-8,142,000reported discrete quarter
2025-Q22025-06-30151,134,000-0.46reported discrete quarter
2025-Q32025-06-30-9,627,000reported discrete quarter
2025-Q32025-09-30150,264,000-0.27reported discrete quarter
2025-Q42025-12-31141,316,000-29,251,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-31141,880,000-8,0000.00reported discrete quarter

Quarterly Charts

PAMT quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.PAMT quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.PAMT Quarterly RevenueLatest point: 2026-Q1 = $141.9MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Revenue$0.0B$125.0M$250.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001437749-26-015938; filed 2026-05-08. Concept: RevenueFromContractWithCustomerIncludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax.

PAMT quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.PAMT quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.PAMT Quarterly Net incomeLatest point: 2026-Q1 = -$8.0KSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Net income-$250.0M$0.0B$250.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001437749-26-015938; filed 2026-05-08. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

PAMT quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.PAMT quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.PAMT Quarterly Diluted EPSLatest point: 2026-Q1 = $0.00/shareSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Diluted EPS (USD/share)-$0.50/share$0.00/share$1.50/share2022-Q22022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001437749-26-015938; filed 2026-05-08. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001437749-26-015938.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-05-08. Report date: 2026-03-31.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING INFORMATION

Certain information included in this Quarterly Report on Form 10-Q constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may relate to expected future financial and operating results, prospects, plans or events, and are thus prospective. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, excess capacity in the trucking industry; surplus inventories; general inflation, recessionary economic cycles and downturns in customers' business cycles; a significant reduction in or termination of the Company's trucking service by a key customer, including as a result of recent or future labor or international trade disruptions; increases or rapid fluctuations in fuel prices, interest rates, fuel taxes, tolls, and license and registration fees; the resale value of the Company's used equipment; the price and availability of new equipment consistent with anticipated acquisitions and replacement plans; increases in compensation for and difficulty in attracting and retaining qualified drivers and owner-operators; increases in insurance premiums and deductible amounts relating to accident, cargo, workers' compensation, health, and other claims; increases in the number or amount of claims for which the Company is self-insured; inability of the Company to continue to secure acceptable financing arrangements; seasonal factors such as harsh weather conditions that increase operating costs; competition from trucking, rail, and intermodal competitors including reductions in rates resulting from competitive bidding; our ability to develop, implement and govern suitable information technology systems and prevent failures in or breaches, disruptions or unauthorized use of such systems; the impact of pending or future litigation; general risks associated with doing business in Mexico, including, without limitation, exchange rate fluctuations, inflation, import duties, tariffs, quotas, political and economic instability and terrorism; the potential impact of new laws, regulations or policy, including, without limitation, rules regarding the classification of independent contractors as employees, tariffs, import/export, trade and immigration regulations or policies; the impacts of ongoing or future military conflicts and other major domestic or international events; the ability to identify acceptable acquisition candidates, consummate acquisitions, and integrate acquired operations; potential economic, business or operational disruptions or uncertainties that may result from any future public health crises; and other factors, including risk factors, included from time to time in filings made by the Company with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise forward-looking statements, whether due to new information, future events or otherwise. Considering these risks and uncertainties, the forward-looking events and circumstances discussed above and in company filings might not transpire.

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our Form 10-K for the fiscal year ended December 31, 2025.

BUSINESS OVERVIEW

The Company is a holding company that owns subsidiaries engaged in providing truckload dry van carrier services transporting general commodities throughout the continental United States, as well as in certain Canadian provinces. The Company’s consolidated operating subsidiaries also provide transportation services in Mexico under agreements with Mexican carriers. Unless the context otherwise requires, this report presents information regarding the Company and its subsidiaries on a consolidated basis. The Company’s administrative headquarters are in Tontitown, Arkansas. From this location we manage operations conducted through our wholly owned subsidiaries based in various locations around the United States and in Mexico and Canada.

The operations of these subsidiaries can generally be classified into either truckload services or brokerage and logistics services. This designation is based primarily on the ownership of the asset that performed the freight transportation service. Truckload services are performed by Company divisions that generally utilize Company-owned trucks, long-term contractors, or single-trip contractors to transport loads of freight for customers, while brokerage and logistics services coordinate or facilitate the transport of loads of freight for customers and generally involve the utilization of single-trip contractors.

The operations of the Company and its subsidiaries are all in the motor carrier segment and are aggregated into a single reporting segment in accordance with the aggregation criteria under Generally Accepted Accounting Principles (“GAAP”). The Company has carefully considered the segment reporting requirements under Accounting Standards Codification (“ASC”) 280 and has determined that both our truckload operations and our brokerage/logistics operations have similar qualitative and quantitative economic characteristics and are impacted by virtually the same economic factors, such as rates per mile, equipment utilization and the percentage of non-compensated miles. Based on the Company’s segment identification, interpretation of the aggregation criteria outlined in ASC 280-10-50-11, and the similar qualitative and quantitative economic characteristics of the Company’s operating segments, the operations of the Company are aggregated into a single motor carrier segment. The Company’s chief operating decision maker, the Chief Executive Officer, utilizes the metrics of net income and operating ratio to evaluate company performance and in competitive analysis when comparing to competing companies.

16

Table of Contents

Truckload services revenues, excluding fuel surcharges, represented 63.8% and 67.6% of total revenues, excluding fuel surcharges, for the quarters ended March 31, 2026, and 2025, respectively. The remaining operating revenues, before fuel surcharges, for the same periods were generated from brokerage and logistics services, representing 36.2% and 32.4%, respectively.

The main factors that impact our profitability on the expense side are the costs incurred in transporting freight for our customers. Currently, our most challenging costs include fuel, driver recruitment, training, wage and benefits costs, independent broker costs (which we record as purchased transportation), insurance, maintenance and capital equipment costs.

In discussing our results of operations, we use revenue, before fuel surcharge (and fuel expense, net of fuel surcharge), because management believes that eliminating the impact of this sometimes volatile source of revenue allows a more consistent basis for comparing our results of operations from period to period. During the three months ended March 31, 2026 and 2025, approximately $19.2 million and $18.6 million, respectively, of the Company’s total revenue was generated from fuel surcharges. We may also discuss certain changes in our expenses as a percentage of revenue, before fuel surcharge, rather than absolute dollar changes. We do this because we believe the variable cost nature of certain expenses makes a comparison of changes in expenses as a percentage of revenue more meaningful than absolute dollar changes.

RESULTS OF OPERATIONS – TRUCKLOAD SERVICES

The following table sets forth, for truckload services, the percentage relationship of expense items to operating revenues, before fuel surcharges, for the periods indicated. Fuel costs are reported net of fuel surcharges.

Three Months Ended
March 31,
20262025
(percentages)
Operating revenues, before fuel surcharge100.0100.0
Operating expenses:
Salaries, wages and benefits47.141.3
Operating supplies and expenses14.113.5
Rent and purchased transportation23.525.8
Depreciation23.724.0
Insurance and claims6.55.1
Other7.44.5
Gain on sale or disposal of assets(19.3)(3.3)
Total operating expenses103.0110.9
Operating loss(3.0)(10.9)
Non-operating income4.32.7
Interest expense(5.4)(4.2)
Loss before income taxes(4.1)(12.4)

THREE MONTHS ENDED MARCH 31, 2026 VS. THREE MONTHS ENDED MARCH 31, 2025

During the first quarter of 2026, truckload services revenue, before fuel surcharges, decreased 15.3% to $78.3 million, compared to $92.4 million for the first quarter of 2025. The decrease was primarily due to a 7.0% decline in rate per mile, from $2.04 for the quarter ended March 31, 2025 to $1.90 for the quarter ended March 31, 2026, as well as a 5.8% decrease in the average number of manned trucks during the period. The impact of the reduction in manned trucks was partially offset by a 5.8% increase in truck utilization, as measured by miles per truck per day.

Salaries, wages and benefits increased from 41.3% of revenues, before fuel surcharges, in the first quarter of 2025 to 47.1% of revenues, before fuel surcharges, during the first quarter of 2026. The percentage-based increase relates primarily to the interaction of a decrease in operating revenues with the fixed-cost nature of employing human capital.

Rent and purchased transportation decreased from 25.8% of revenues, before fuel surcharges, during the first quarter of 2025 to 23.5% of revenues, before fuel surcharges, during the first quarter of 2026. The decrease was primarily due to a quarter-over-quarter decrease in the percentage of miles driven by third-party owner-operators as opposed to company-employed drivers.

Insurance and claims expense increased from 5.1% of revenues, before fuel surcharges, during the first quarter of 2025 to 6.5% of revenues before fuel surcharges, during the first quarter of 2026. This increase relates primarily to an increase in accident reserves recognized in the first quarter of 2026, as compared to the first quarter of 2025, as well as lower operating revenues, which reduced the leverage of certain fixed-cost elements of insurance and claims expense.

17

Table of Contents

Other operating expenses increased from 4.5% of revenues, before fuel surcharges, during the first quarter of 2025 to 7.4% of revenues, before fuel surcharges, during the first quarter of 2026. The increase was primarily due to lower operating revenues, which reduced the leverage of certain fixed costs included in other operating expenses, such as supplies and advertising expense, as well as an increase in legal and professional expenses during the first quarter of 2026, primarily associated with general operational support initiatives.

Gain on sale or disposal of assets increased from 3.3% of revenues, before fuel surcharges, for the quarter ended March 31, 2025 to 19.3% of revenues, before fuel surcharges, for the quarter ended March 31, 2026. The increase was primarily due to a $12.7 million gain recognized on the sale of certain real property in Laredo, Texas, to a related party during the first quarter of 2026. The property consisted of land and operating facilities previous

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-03-12. Report date: 2025-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Business Overview

The Company's administrative headquarters are in Tontitown, Arkansas. From this location we manage operations in the continental United States, Mexico, and Canada conducted through our wholly-owned subsidiaries. The operations of these subsidiaries can generally be classified into either truckload services or brokerage and logistics services. This designation is based primarily on the ownership of the asset that performed the freight transportation service. Truckload services are performed by Company divisions that generally utilize Company-owned trucks, long-term contractors, or single-trip contractors to transport loads of freight for customers, while brokerage and logistics services coordinate or facilitate the transport of loads of freight for customers and generally involve the utilization of single-trip contractors. Both our truckload operations and our brokerage and logistics operations have similar economic characteristics and are impacted by virtually the same economic factors as discussed elsewhere in this report. Based on the Company’s segment identification, interpretation of the aggregation criteria outlined in ASC 280-10-50-11, and the similar qualitative and quantitative economic characteristics of the Company’s operating segments, the operations of the Company are aggregated into a single motor carrier segment.

For both operations, substantially all of our revenue is generated by transporting freight for customers and is predominantly affected by the rates per mile received from our customers, equipment utilization, and our percentage of non-compensated miles. These aspects of our business are carefully managed and efforts are continuously underway to achieve favorable results. Truckload services revenues, excluding fuel surcharges, represented 68.3%, 67.1% and 65.3% of total revenues, excluding fuel surcharges for the twelve months ended December 31, 2025, 2024 and 2023, respectively.

The main factors that impact our profitability on the expense side are costs incurred in transporting freight for our customers. Currently, our most challenging costs include fuel, driver recruitment, training, wage and benefit costs, independent broker costs (which we record as purchased transportation), insurance and claims, maintenance, and capital equipment costs.

The Company’s chief operating decision maker, the Chief Executive Officer, utilizes the metrics of net income and operating ratio to evaluate company performance and in competitive analysis when comparing to competing companies. The accounting policies of the motor carrier segment are the same as those described in the summary of accounting policies found in this report. For purposes of this report, net income reflects the profitability of our operations by calculating the total earnings after deducting operating expenses, interest expense, income taxes and any other applicable costs from total revenue. The measure of net income is reported on the consolidated statement of operations as consolidated net (loss) income. Operating ratio is the measure of our efficiency in managing operating expenses relative to revenue generation and is calculated as total operating expenses as a percentage of total operating revenue.

In discussing our results of operations we use revenue, before fuel surcharge (and operating supplies and expense, net of fuel surcharge), because management believes that eliminating the impact of this sometimes volatile source of revenue allows a more consistent basis for comparing our results of operations from period to period. During 2025, 2024 and 2023, approximately $71.5 million, $85.6 million, and $104.7 million, respectively, of the Company's total revenue was generated from fuel surcharges. We also discuss certain changes in our expenses as a percentage of revenue, before fuel surcharge, rather than absolute dollar changes. We do this because we believe the high variable cost nature of certain expenses makes a comparison of changes in expenses as a percentage of revenue more meaningful than absolute dollar changes.

- 21 -

Table of Contents

Results of Operations - Truckload Services

The following table sets forth, for truckload services, the percentage relationship of expense items to operating revenues, before fuel surcharges, for the periods indicated. Operating supplies and expenses are shown net of fuel surcharges.

Years Ended December 31,
202520242023
Operating revenues, before fuel surcharge100.0%100.0%100.0%
Operating expenses:
Salaries, wages and benefits42.038.937.8
Operating supplies and expenses, net of fuel surcharge12.911.811.8
Rent and purchased transportation27.426.123.5
Depreciation22.623.313.8
Impairment Loss-1.5-
Insurance and claims12.94.66.7
Other4.94.84.4
Gain(loss) on sale or disposal of property(4.3)0.2(0.3)
Total operating expenses118.4111.297.7
Operating (loss)income(18.4)(11.2)2.3
Non-operating income2.81.91.2
Interest expense(4.7)(2.9)(1.6)
Income before income taxes(20.3%)(12.2%)1.9%

2025 Compared to 2024

For the year ended December 31, 2025, truckload services revenue, before fuel surcharges, decreased 14.8% to $359.6 million as compared to $422.0 million for the year ended December 31, 2024. The decrease relates primarily to an 8.3% decrease in total miles travelled from 178.6 million during the year ended December 31, 2024 to 163.8 million for the year ended December 31, 2025 and to a 3.8% decrease in our rate per mile, from $2.10 for the year ended December 31, 2024 to $2.02 for the year ended December 31, 2025. The reduction in total miles was primarily driven by a 10.4% reduction in the average number of trucks operated offset by a 2.7% improvement in average miles driven by each truck during the year ended December 31, 2025 compared to the year ended December 31, 2024. The reduction in truck count and miles resulted from a less favorable freight market year over year, characterized by an oversupply of available trucks in the market compared to available freight.

Salaries, wages and benefits increased from 38.9% of revenues, before fuel surcharges, during 2024 to 42.0% of revenues, before fuel surcharges, during 2025. The percentage-based increase relates primarily to the interaction of a decrease in operating revenues with the fixed-cost nature of employing human capital.

Rent and purchased transportation increased from 26.1% of revenues, before fuel surcharges, during 2024 to 27.4% of revenues, before fuel surcharges, during 2025. The increase was primarily due to an increase in the percentage of miles driven by third-party owner-operators as opposed to company-employed drivers for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Depreciation expense decreased from 23.3% of revenues, before fuel surcharges, for the year ended December 31, 2024 to 22.6% of revenues, before fuel surcharges, for the year ended December 31, 2025. The decrease is primarily attributable to the absence of the incremental depreciation recognized in 2024 resulting from the Company’s change in accounting estimates related to the useful lives and salvage values of revenue equipment. As previously disclosed, during the year ended December 31, 2024, the Company reduced the estimated useful lives of its trailer equipment and lowered the estimated salvage values of revenue equipment, which increased depreciation expense in that period. Depreciation expense in 2025 reflects the continued application of those revised estimates but does not include a comparable incremental impact from an additional change in estimate. Although depreciation decreased as a percentage of revenue year over year, it remains elevated relative to 2023 due to the ongoing effect of the shorter estimated useful lives and lower salvage values established in 2024, as well as the continued replacement of revenue equipment at costs that remain above historical levels. In addition, the fixed-cost nature of depreciation expense, combined with lower operating revenues in 2025, affects period-over-period comparability of depreciation as a percentage of revenue.

- 22 -

Table of Contents

Impairment loss accounted for 0% of revenues, before fuel surcharges, during 2025, compared to 1.5% of revenues, before fuel surcharges, during 2024. Although management continues to believe that market conditions for used revenue equipment have deteriorated since their peak in 2022, the Company performed a recoverability analysis of its long-lived asset groups during the year ended December 31, 2025 and concluded that the carrying amounts of all applicable asset groups were recoverable, as the estimated future undiscounted cash flows for each asset group exceeded its respective carrying value. Accordingly, no impairment loss was recognized during 2025. In contrast, during the year ended December 31, 2024, management determined that certain asset groups of trucks and trailers were impaired, resulting in an impairment loss of approximately $6.4 million, or $0.22 loss per share, net of tax.

Insurance and claims increased from 4.6% of revenues, before fuel surcharges, during 2024 to 12.9% of revenues, before fuel surcharges, during 2025. The increase is attributable to an increase in the Company’s auto-liability reserve during the fourth quarter of 2025. This increase in auto-liability reserve is due to an agreement in principle to settle a significant auto-liability claim in which the Company was a named defendant. The total settlement amount is $30.0 million, of which $26.5 million represents the Company’s net exposure after consideration of applicable insurance coverage.

Gains (losses) on disposition of equipment increased from a loss of 0.2% of revenues, before fuel surcharges, for the year ended December 31, 2024 to a gain of 4.3% of revenues, before fuel surcharges, for the year ended December 31, 2025. The Company recognized a net loss on disposition of equipment of approximately $0.8 million during 2024, compared to net gains of approximately $15.5 million during 2025. The increase was primarily attributable to higher disposition volumes in 2025, including the sale of approximately 650 additional trailers and 250 additional trucks compared to 2024, as well as the sale of certain equipment whose carrying values had been reduced in 2024 as a result of impairment charges. The increased volume of disposals was driven in part by the reduction in estimated useful lives of trailers implemented in 2024, which accelerated the planned retirement and disposal of certain assets that were not previously expected to be sold in 2025.

Non-operating income increased from 1.9% of revenues, before fuel surcharges, during 2024 to 2.8% of revenues, before fuel surcharges, during 2025. This increase resulted primarily from an increase in the market value of our marketable equity securities portfolio and an increase in the Company’s net realized gains from the sale of certain marketable equity securities during the year-ended December 31, 2025 as compared to the year ended December 31, 2024.

Interest expense increased from 2.9% of revenues, before fuel surcharges, for the year ended December 31, 2024 to 4.7% of revenues, before fuel surcharges, for the year ended December 31, 2025. The increase was primarily attributable to a net increase in long-term debt of approximately $8.3 million, consisting of $91.9 million of equipment financing obtained during 2025, partially offset by $83.6 million of long-term debt repayments. The weighted-average interest rate on debt incurred during 2025 was 5.71%, compared to 5.17% for debt incurred prior to 2025 that remained outstanding as of December 31, 2025, meaning the Company experienced a higher overall cost of new borrowings. The repayment of lower-rate debt and issuance of new debt at higher prevailing interest rates further contributed to the increase in interest expense. The fixed-cost nature of interest expense, combined with lower operating revenues in 2025, also increased interest expense as a percentage of revenue.

The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased to 118.4% for 2025 from 111.2% for 2024.

2024 Compared to 2023

For the year ended December 31, 2024, truckload services revenue, before fuel surcharges, decreased 8.4% to $422.0 million as compared to $460.9 million for the year ended December 31, 2023. The decrease relates primarily to a 5.7% decrease in total miles travelled from 189.5 million during the year ended December 31, 2023 to 178.6 million for the year ended December 31, 2024 and to a 3.2% decrease in our rate per mile, from $2.17 for the year ended December 31, 2023 to $2.10 for the year ended December 31, 2024. The reduction in total miles was primarily driven by a 3.1% reduction in the average number of trucks operated combined with a 3.5% reduction in average miles driven by each truck during the year ended December 31, 2024 compared to the year ended December 31, 2023. The reduction in truck count and miles resulted from a less favorable freight market year over year, characterized by an oversupply of available trucks in the market compared to available freight.

- 23 -

Table of Contents

Salaries, wages and benefits increased from 37.8% of revenues, before fuel surcharges, during 2023 to 38.9% of revenues, before fuel surcharges, during 2024. The percentage-based increase relates primarily to the interaction of a decrease in operating revenues with the fixed-cost nature of employing human capital.

Rent and purchased transportation increased from 23.5% of revenues, before fuel surcharges, during 2023 to 26.1% of revenues, before fuel surcharges, during 2024. The increase was primarily due to a year-over-year increase in the percentage of miles driven by third-party owner-operators as opposed to company-employed drivers and to a lesser extent increased rates paid to third-party carriers for the year ended December 31, 2024 compared to the year ended December 31, 2023.

Depreciation increased from 13.8% of revenues, before fuel surcharges, during 2023 to 23.3% of revenues, before fuel surcharges, during 2024. The increase is primarily attributed to management’s change in accounting estimates related to the salvage values and useful lives of revenue equipment during the year ended December 31, 2024. During 2024, the Company conducted a review of its revenue equipment and determined that changes in market conditions and expected asset usage warranted a revision to the estimated useful lives and salvage values of certain equipment. As a result, during the year ended December 31, 2024, the Company reduced the estimated useful lives of its trailer equipment and lowered the estimated salvage values of revenue equipment to better reflect their expected residual values at the end of their service periods. This change in accounting estimates increased depreciation expense by approximately $24.7 million and increased basic and diluted loss per share by $0.86, net of tax, for the year ended December 31, 2024. In addition to the Company’s change in accounting estimate, the year-over-year increase can also be attributed to an increase in the cost for replacement revenue equipment compared to the cost of retired equipment and to the interaction of a decrease in operating revenues with the fixed-cost nature of depreciation expense.

Impairment loss accounted for 1.5% of revenues, before fuel surcharges, during 2024. The Company has not previously recognized an impairment loss on long-lived assets. Management determined that market conditions for used revenue equipment had deteriorated since its peak in 2022. This decline in market conditions prompted the requirement for a recoverability test and subsequent impairment charge against certain asset groups of used trucks and trailers. Management tested all applicable asset groups and determined specific asset groups of trucks and trailers to be impaired beyond their carrying value. The impairment of these asset groups resulted in an impairment loss of approximately $6.4 million, or $0.22 loss per share, net of tax, during the year ended December 31, 2024. No impairment loss was incurred during the year ended December 31, 2023.

Insurance and claims decreased from 6.7% of revenues, before fuel surcharges, during 2023 to 4.6% of revenues, before fuel surcharges, during 2024. The decrease is primarily attributable to a decrease in auto liability claims incurred during the year ended December 31, 2024 compared to the year ended December 31, 2023. This decrease was slightly offset by an increase in the rate per mile paid for auto liability insurance during 2024 compared to 2023.

Non-operating income increased from 1.2% of revenues, before fuel surcharges, during 2023 to 1.9% of revenues, before fuel surcharges, during 2024. This increase resulted primarily from an increase in the market value of our marketable equity securities portfolio and an increase in the Company’s net realized gains from the sale of certain marketable equity securities during the year-ended December 31, 2024 as compared to the year ended December 31, 2023.

Interest expense increased from 1.6% of revenues, before fuel surcharges, during 2023 to 2.9% of revenues, before fuel surcharges, during 2024. The increase is attributed to the Company’s increased long-term debt from $261.7 million at December 31, 2023 to $325.6 million at December 31, 2024, coupled with an increase in interest rates as the Company’s weighted average interest rate increased from 4.20% in 2023 to 5.00% in 2024.

The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased to 111.2% for 2024 from 97.7% for 2023.

- 24 -

Table of Contents

Results of Operations - Logistics and Brokerage Services

The following table sets forth, for logistics and brokerage services, the percentage relationship of expense items to operating revenues, before fuel surcharges, for the periods indicated. Brokerage service operations occur specifically in certain divisions; however, brokerage operations occur throughout the Company in similar operations having substantially similar economic characteristics. Rent and purchased transportation, which includes costs paid to third-party carriers, are shown net of fuel surcharges.

Years Ended December 31,
202520242023
Operating revenues, before fuel surcharge100.0%100.0%100.0%
Operating expenses:
Salaries, wages and benefits5.65.14.9
Rent and purchased transportation89.386.684.6
Other3.83.22.4
Total operating expenses98.794.991.9
Operating income1.35.18.1
Non-operating income0.70.20.8
Interest expense(0.4)(0.4)(0.7)
Income before income taxes1.6%4.8%8.2%

2025 Compared to 2024

For the year ended December 31, 2025, logistics and brokerage services revenues, before fuel surcharges, decreased 19.3% to $167.0 million as compared to $207.0 million for the year ended December 31, 2024. The decrease relates to a reduction in the average rates charged to customers year to year, coupled with a 25.4% decrease in brokered loads year over year. The brokerage market continued to be negatively impacted by downward rate pressure driven by the challenging truckload rate environment.

Rent and purchased transportation increased from 86.6% of revenues, before fuel surcharges, in 2024 to 89.3% of revenues, before fuel surcharges, in 2025. The increase results from paying third-party carriers a larger percentage of customer revenue, coupled with the interaction of a decrease in operating revenues with the need for purchased transportation.

The logistics and brokerage services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased to 98.7% for 2025 from 94.9% for 2024.

2024 Compared to 2023

For the year ended December 31, 2024, logistics and brokerage services revenues, before fuel surcharges, decreased 15.6% to $207.0 million as compared to $245.2 million for the year ended December 31, 2023. The decrease relates to a reduction in the average rates charged to customers year to year, while total brokered loads remained flat, as the brokerage market was negatively impacted by downward rate pressure driven by the challenging truckload rate environment.

Rent and purchased transportation increased from 84.6% of revenues, before fuel surcharges, in 2023 to 86.6% of revenues, before fuel surcharges, in 2024. The increase results from paying third-party carriers a larger percentage of customer revenue, coupled with the interaction of a decrease in operating revenues with the need for purchased transportation.

The logistics and brokerage services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased to 94.9% for 2024 from 91.9% for 2023.

- 25 -

Table of Contents

Results of Operations - Combined Services

2025 Compared to 2024

Income tax benefit was approximately $17.7 million in 2025, resulting in an effective rate of 25.2%, as compared to income tax benefit of approximately $9.8 million, or an effective tax rate of 23.5% in 2024. The effective tax rate is impacted by the effect of state taxes and other factors.

As of December 31, 2025, management conducted a tax asset valuation allowance as described above and determined that the future reversals of existing taxable temporary differences and available tax strategies would generate sufficient future taxable income to realize its tax assets and therefore a valuation allowance was not necessary.

Additionally, s of December 31, 2025, an adjustment to the Company’s consolidated financial statements for uncertain tax positions has not been required as management believes that the Company’s tax positions taken in income tax returns filed or to be filed are supported by clear and unambiguous income tax laws. The Company recognizes interest and penalties related to uncertain income tax positions, if any, in income tax expense. During 2025 and 2024, the Company has not recognized or accrued any interest or penalties related to uncertain income tax positions.

The Company and its subsidiaries are subject to U.S. and Canadian federal income tax laws as well as the income tax laws of multiple state jurisdictions. The major tax jurisdictions in which we operate generally provide for a deficiency assessment statute of limitation period of three years and as a result, the Company’s tax years 2022 and forward remain open to examination in those jurisdictions.

The combined net loss for all divisions was $52.6 million, or 10.0% of revenues, before fuel surcharge, for 2025 as compared to the combined net loss for all divisions of $31.8 million, or 5.1% of revenues, before fuel surcharge, for 2024. Diluted loss per share decreased to ($2.48) for the year ended December 31, 2025 from ($1.45) for the year ended December 31, 2024.

2024 Compared to 2023

Income tax benefit was approximately $9.8 million in 2024, resulting in an effective rate of 23.5%, as compared to income tax expense of approximately $10.2 million, or an effective tax rate of 35.6% in 2023. The effective tax rate is impacted by the effect of state taxes and other factors.

As of December 31, 2024, management conducted a tax asset valuation allowance as described above and determined that the future reversals of existing taxable temporary differences and available tax strategies would generate sufficient future taxable income to realize its tax assets and therefore a valuation allowance was not necessary.

- 26 -

Table of Contents

Additionally, as of December 31, 2024, management determined that an adjustment to the Company’s consolidated financial statements for uncertain tax positions was not required as management believes that the Company’s tax positions taken in income tax returns filed or to be filed are supported by clear and unambiguous income tax laws. The Company recognizes interest and penalties related to uncertain income tax positions, if any, in income tax expense. During 2023, the Company did not recognize or accrue any interest or penalties related to uncertain income tax positions.

The combined net loss for all divisions was $31.8 million, or 5.1% of revenues, before fuel surcharge, for 2024 as compared to the combined net income for all divisions of $18.4 million or 2.6% of revenues, before fuel surcharge, for 2023. Diluted (loss) earnings per share decreased to ($1.45) for the year ended December 31, 2024 from $0.83 for the year ended December 31, 2023.

Liquidity and Capital Resources

Our business has required, and will continue to require, a significant investment in new revenue equipment. Our primary sources of liquidity have been funds provided by operations, proceeds from the sales of revenue equipment, borrowings under our lines of credit, installment notes, investment margin account, and issuances of equity securities.

During 2025, we generated $17.3 million in cash from operating activities compared to $59.0 million and $114.6 million in 2024 and 2023, respectively. Investing activities generated $18.4 million in cash during 2025 compared to using $100.2 million and $11.3 million in 2024 and 2023, respectively. Financing activities used $68.6 million in cash during 2025 compared to generating $8.6 million during 2024 and using $76.8 million during 2023. See the Consolidated Statements of Cash Flows in Item 8 of this Report.

Our primary use of funds is for the purchase of revenue equipment. We typically use installment notes, our existing lines of credit on an interim basis, proceeds from the sale or trade of equipment, and cash flows from operations to finance capital expenditures and repay long-term debt. During 2025 and 2024, we utilized cash on hand, long-term debt, and our lines of credit to finance purchases of revenue equipment and other assets of approximately $40.7 million and $195.7 million, respectively. In addition, we acquired approximately $61.9 million and $50.0 million of revenue equipment through vendor-direct financing arrangements during 2025 and 2024, respectively. These non-cash financing arrangements provide an additional source of liquidity for acquiring new equipment but do not result in cash inflows or outflows and, accordingly, are not reflected in the consolidated statement of cash flows.

We often finance the acquisition of revenue equipment through installment notes with fixed interest rates. At December 31, 2025, the Company’s subsidiaries had combined outstanding indebtedness under such installment notes of $333.9 million. These installment notes are payable in monthly installments, ranging from 60 monthly installments to 84 monthly installments, at a weighted average interest rate of 5.31%. At December 31, 2024, the Company’s subsidiaries had combined outstanding indebtedness under such installment notes of $325.6 million. These installment notes were payable in monthly installments, ranging from 36 to 84 months at a weighted average interest rate of 5.00%.

In order to maintain an adequate pool of available equipment, it is often necessary to purchase replacement equipment and place them in service before trucks and trailers scheduled for replacement are removed from service. The timing of this process often requires the Company to pay for new equipment before receiving any proceeds from retired equipment, or without any reduction in price for trade units. In this situation, the Company later receives payment for the equipment scheduled for replacement once they are delivered to the buyer and have passed inspection. During the twelve months ended December 31, 2025 and 2024, the Company received approximately $58.3 million and $36.9 million, respectively, for disposed revenue equipment.

- 27 -

Table of Contents

During 2025, we maintained a revolving line of credit with a borrowing limit of $60.0 million. Under this credit facility, amounts outstanding under the line bear interest at Term SOFR plus 3.35% (7.22% at December 31, 2025), are secured by our trade accounts receivable and mature on July 1, 2027. The credit facility also establishes an “unused fee” of 0.25% if average borrowings are less than $18.0 million. At December 31, 2025, we had no outstanding borrowings against the line of credit and approximately $0.3 million of outstanding letters of credit, with availability to borrow $59.7 million.

Trade accounts receivable decreased by approximately $13.1 million from $80.0 million as of December 31, 2024 to $66.9 million as of December 31, 2025. The decrease is attributed to a general decrease in freight revenue and fuel surcharge revenue, which flows through the accounts receivable account, during the fourth quarter of 2025 as compared to the freight revenue and fuel surcharge revenue generated during the fourth quarter of 2024.

Marketable equity securities at December 31, 2025 increased approximately $5.9 million as compared to December 31, 2024. The increase resulted from the unrealized appreciation in the fair value of the portfolio by $4.8 million coupled with the purchase of $4.2 million in marketable equity securities, partially offset by the sales of marketable equity securities approximating $3.1 million. At December 31, 2025, the remaining marketable equity securities have a combined cost basis of approximately $28.2 million and a combined fair market value of approximately $48.5 million. The Company has developed a strategy to invest in securities from which it expects to receive dividends that qualify for favorable tax treatment, as well as appreciate in value. During 2025, the Company received dividends of approximately $1.6 million. The holding term of these securities depends largely on the general economic environment, the equity markets, borrowing rates, and the Company's cash requirements.

Property and equipment decreased by approximately $44.1 million from $836.5 as of December 31, 2024 to $792.4 million as of December 31,2025. This decrease is primarily attributable to the disposal of aging trucks and trailers totaling $160.2 million during 2025. This was partially offset by the purchase of new trucks and trailers approximating $108.2 million and the remodel of our corporate headquarters and a driver training facility at our corporate headquarters in Tontitown, Arkansas during 2025.

Accounts payable remained relatively flat year over year with a balance of $32.8 million at December 31, 2025 compared to a balance of $31.2 million at December 31, 2024.

Accrued expenses and other liabilities increased from $14.6 million at December 31, 2024 to $41.1 million at December 31, 2025. The increase is primarily attributable to an increase in the Company’s auto-liability reserve during the fourth quarter of 2025. This increase in auto-liability reserve is due to an agreement in principle to settle a significant auto-liability claim in which the Company was a named defendant totaling $26.5 million after consideration of applicable insurance coverage.

For 2026, we expect to purchase 570 new trucks and 700 trailers while continuing to sell or trade equipment that has reached the end of its life cycle. Management believes we will be able to finance our existing needs for working capital over the next twelve months, as well as acquisitions of revenue equipment and any other asset acquisitions or capital transactions during such period, with cash balances, cash flows from operations, and borrowings believed to be available from financing sources. We will continue to have significant capital requirements over the long-term, which may require us to incur debt or seek additional equity capital. The availability of additional capital will depend upon prevailing market conditions, the market price of our common stock and several other factors over which we have limited control, as well as our financial condition and results of operations. Nevertheless, based on our anticipated future cash flows and sources of financing that we expect will be available to us, we do not expect that we will experience any significant liquidity constraints in the foreseeable future.

Inflation

Inflation has an impact on most of our operating costs. Over the past three years, the effect of inflation has been significant. If the current rate of inflation persists, inflation, coupled with supply chain issues and international events, such factors could continue to result in increased costs for drivers, employee wages, equipment, fuel and other costs.

- 28 -

Table of Contents

Adoption of Accounting Policies

See “Item 8. Financial Statements and Supplementary Data, Note 1 to the Consolidated Financial Statements – Accounting Policies, Recent Accounting Pronouncements.”

Critical Accounting Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to adopt accounting policies and make significant judgments and estimates that impact the amounts reported in our consolidated financial statements and accompanying notes. Therefore, the reported amounts of assets, liabilities, revenue, expenses, and associated disclosures of contingent assets and liabilities are affected by judgments and estimates. In some cases, there are alternative assumptions, policies, or estimation techniques that could be used. Management evaluates its assumptions, policies, and estimates on an ongoing basis, utilizing historical experience, and other methods considered reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from our estimates and assumptions, and it is possible that materially different amounts would be reported using differing estimates or assumptions. Management considers our critical accounting estimates to be those that require more significant judgments and estimates when we prepare our consolidated financial statements.

Note 1 in Part II, Item 8 of this Annual Report describes the Company's accounting policies. The following discussion of accounting estimates should be read in conjunction with Note 1, as it provides additional insight into critical accounting estimates. Our critical accounting estimates include the following:

Depreciation and Amortization. Depreciation of trucks and trailers is calculated by the straight-line method over the assets’ estimated useful lives, which generally range from three to ten years, down to an estimated salvage value at the end of the assets’ estimated useful lives. Management must use its judgment in the selection of estimated useful lives and salvage values for purposes of this calculation. In some cases, the Company has agreements in place with certain manufacturers whereby salvage values are guaranteed by the manufacturer. In other cases, where salvage values are not guaranteed, estimates of salvage value are based on the expected market values of equipment at the time of disposal.

The depreciation of trucks and trailers over their estimated useful lives and the determination of any salvage value also require management to make judgments about future events. Therefore, the Company’s management periodically evaluates whether changes to estimated useful lives or salvage values are necessary to ensure these estimates accurately reflect the economic reality of the assets. This periodic evaluation may result in changes in the estimated lives and/or salvage values used by the Company to depreciate its assets, which can affect the amount of periodic depreciation expense recognized and, ultimately, the gain or loss on the disposal of an asset. Future changes in our estimated useful life or salvage value estimates, or fluctuations in market value that are not reflected in current estimates, could have a material effect on the Company’s consolidated financial statements.

During the year ended December 31, 2024, the Company conducted a review of its revenue equipment and determined that changes in market conditions and expected asset usage warranted a revision to the estimated useful lives and salvage values of certain equipment. As a result, during the year ended December 31, 2024, the Company reduced the estimated useful lives of its trailer equipment and lowered the estimated salvage values of revenue equipment to better reflect their expected residual values at the end of their service periods.

In accordance with ASC 250-10-45-17, this change is considered a change in accounting estimate and has been applied prospectively during the year ended December 31, 2024. The effect of this change increased depreciation expense by $24.7 million and increased basic and diluted loss per share by $0.86 net of tax, for the year ended December 31, 2024. The impact of this change on depreciation expense and earnings per share for the year ended December 31, 2025 was not material.

Impairment of Long-Lived Assets. We review our property, plant, and equipment and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Indicators of impairment may include, but are not limited to, declining operating performance, adverse changes in market conditions, regulatory developments, or planned asset dispositions.

- 29 -

Table of Contents

When an indicator of impairment is identified, we perform a recoverability test by comparing the undiscounted future cash flows expected to be generated by the asset group to its carrying amount. If the carrying amount exceeds the undiscounted cash flows, we recognize an impairment loss equal to the excess of the carrying amount over the asset’s fair value. Fair value is typically estimated using a combination of market prices (if available), appraisals, or discounted cash flow analyses. The determination of fair value involves significant management judgment, including assumptions about future revenue growth, operating costs, asset utilization, and discount rates.

During the year ended December 31, 2025, management evaluated its long-lived assets for impairment and performed recoverability testing where indicators were present. Based on these analyses, management concluded that all asset groups were recoverable and no impairment charges were recorded in 2025.

During the year ended December 31, 2024, management determined that the market conditions for used revenue equipment had deteriorated since its peak in 2022. This decline in market conditions prompted the requirement for a recoverability test and subsequent impairment charge against certain asset groups of used trucks and trailers. Management tested all applicable asset groups and determined certain asset groups of used trucks and trailers to be impaired beyond their carrying value. The impairment of these asset groups resulted in an impairment loss of approximately $6.4 million, or $0.22 loss per share, net of tax, during the year ended December 31, 2024.

If our business is negatively impacted by prolonged economic downturns, the market for used equipment may decline and our ability to generate cash from the utilization of our equipment could decrease, necessitating future impairment charges. Conversely, an improvement in market conditions or operational performance may reduce the likelihood of future impairments.

Management will continue to monitor our property, plant, and equipment and other long-lived assets for impairment as necessary. Additional impairment charges, if any, could have a material impact on our financial position and results of operations.

Claims accruals. The Company is self-insured for health and workers' compensation benefits up to certain stop-loss limits. Such costs are accrued based on known claims and an estimate of incurred but not reported (IBNR) claims. IBNR claims are estimated using historical lag information and other data either provided by outside claims administrators or developed internally. Actual claims payments may differ from management’s estimates as a result of a number of factors, including evaluation of severity, increases in legal or medical costs, and other case-specific factors. The actual claims payments are charged against the Company’s recorded accrued claims liabilities and have been historically reasonable with respect to the estimates of the liabilities made under the Company’s methodology. However, the estimation process is generally subjective, and to the extent that future actual results materially differ from original estimates made by management, adjustments to recorded accruals may be necessary which could have a material effect on the Company’s consolidated financial statements. Based upon our 2025 health and workers' compensation expenses, a 10% increase in both claims incurred and IBNR claims would increase our annual health and workers' compensation expenses by approximately $0.8 million.

On September 1, 2020, the Company elected to become self-insured for certain layers of auto liability claims in excess of $2.0 million. The Company specifically reserves for claims that are expected to exceed $2.0 million when fully developed, based on the facts and circumstances of those claims.

MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0001437749-25-007273.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-03-12. Report date: 2024-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Business Overview

The Company's administrative headquarters are in Tontitown, Arkansas. From this location we manage operations conducted through our wholly-owned subsidiaries based in various locations around the United States, Mexico, and Canada. The operations of these subsidiaries can generally be classified into either truckload services or brokerage and logistics services. This designation is based primarily on the ownership of the asset that performed the freight transportation service. Truckload services are performed by Company divisions that generally utilize Company- owned trucks, long-term contractors, or single-trip contractors to transport loads of freight for customers, while brokerage and logistics services coordinate or facilitate the transport of loads of freight for customers and generally involve the utilization of single-trip contractors. Both our truckload operations and our brokerage and logistics operations have similar economic characteristics and are impacted by virtually the same economic factors as discussed elsewhere in this Report. Based on the Company’s segment identification, interpretation of the aggregation criteria outlined in ASC 280-10-50-11, and the similar qualitative and quantitative economic characteristics of the Company’s operating segments, the operations of the Company are aggregated into a single motor carrier segment.

For both operations, substantially all of our revenue is generated by transporting freight for customers and is predominantly affected by the rates per mile received from our customers, equipment utilization, and our percentage of non-compensated miles. These aspects of our business are carefully managed and efforts are continuously underway to achieve favorable results. Truckload services revenues, excluding fuel surcharges, represented 67.1%, 65.3% and 66.1% of total revenues, excluding fuel surcharges for the twelve months ended December 31, 2024, 2023 and 2022, respectively.

The main factors that impact our profitability on the expense side are costs incurred in transporting freight for our customers. Currently, our most challenging costs include fuel, driver recruitment, training, wage and benefit costs, independent broker costs (which we record as purchased transportation), insurance and claims, maintenance, and capital equipment costs.

The Company’s chief operating decision maker, the Chief Executive Officer, utilizes the metrics of net income and operating ratio to evaluate company performance and in competitive analysis when comparing to competing companies. The accounting policies of the motor carrier segment are the same as those described in the summary of accounting policies found in this report. For purposes of this report, net income reflects the profitability of our operations by calculating the total earnings after deducting operating expenses, interest expense, income taxes and any other applicable costs from total revenue. The measure of net income is reported on the consolidated statement of operations as consolidated net (loss) income. Operating ratio is the measure of our efficiency in managing operating expenses relative to revenue generation and is calculated as total operating expenses as a percentage of total operating revenue.

In discussing our results of operations we use revenue, before fuel surcharge (and operating supplies and expense, net of fuel surcharge), because management believes that eliminating the impact of this sometimes volatile source of revenue allows a more consistent basis for comparing our results of operations from period to period. During 2024, 2023 and 2022, approximately $85.6 million, $104.7 million, and $128.1 million, respectively, of the Company's total revenue was generated from fuel surcharges. We also discuss certain changes in our expenses as a percentage of revenue, before fuel surcharge, rather than absolute dollar changes. We do this because we believe the high variable cost nature of certain expenses makes a comparison of changes in expenses as a percentage of revenue more meaningful than absolute dollar changes.

- 21 -

Table of Contents

Results of Operations - Truckload Services

The following table sets forth, for truckload services, the percentage relationship of expense items to operating revenues, before fuel surcharges, for the periods indicated. Operating supplies and expenses are shown net of fuel surcharges.

Years Ended December 31,
202420232022
Operating revenues, before fuel surcharge100.0%100.0%100.0%
Operating expenses:
Salaries, wages and benefits38.937.831.3
Operating supplies and expenses, net of fuel surcharge11.811.86.8
Rent and purchased transportation26.123.526.0
Depreciation23.313.811.3
Impairment Loss1.5--
Insurance and claims4.66.76.0
Other4.84.42.9
Loss(gain) on sale or disposal of property0.2(0.3)(0.6)
Total operating expenses111.297.783.7
Operating (loss)income(11.2)2.316.3
Non-operating income1.91.20.5
Interest expense(2.9)(1.6)(1.2)
Income before income taxes(12.2%)1.9%15.6%

2024 Compared to 2023

For the year ended December 31, 2024, truckload services revenue, before fuel surcharges, decreased 8.4% to $422.0 million as compared to $460.9 million for the year ended December 31, 2023. The decrease relates primarily to a 5.7% decrease in total miles travelled from 189.5 million during the year ended December 31, 2023 to 178.6 million for the year ended December 31, 2024 and to a 3.2% decrease in our rate per mile, from $2.17 for the year ended December 31, 2023 to $2.10 for the year ended December 31, 2024. The reduction in total miles was primarily driven by a 3.1% reduction in the average number of trucks operated combined with a 3.5% reduction in average miles driven by each truck during the year ended December 31, 2024 compared to the year ended December 31, 2023. The reduction in truck count and miles resulted from a less favorable freight market year over year, characterized by an oversupply of available trucks in the market compared to available freight.

Salaries, wages and benefits increased from 37.8% of revenues, before fuel surcharges, during 2023 to 38.9% of revenues, before fuel surcharges, during 2024. The percentage-based increase relates primarily to the interaction of a decrease in operating revenues with the fixed-cost nature of employing human capital.

Rent and purchased transportation increased from 23.5% of revenues, before fuel surcharges, during 2023 to 26.1% of revenues, before fuel surcharges, during 2024. The increase was primarily due to a year-over-year increase in the percentage of miles driven by third-party owner-operators as opposed to company-employed drivers and to a lesser extent increased rates paid to third-party carriers for the year ended December 31, 2024 compared to the year ended December 31, 2023.

Depreciation increased from 13.8% of revenues, before fuel surcharges, during 2023 to 23.3% of revenues, before fuel surcharges, during 2024. The increase is primarily attributed to management’s change in accounting estimates related to the salvage values and useful lives of revenue equipment during the year ended December 31, 2024. During 2024, the Company conducted a review of its revenue equipment and determined that changes in market conditions and expected asset usage warranted a revision to the estimated useful lives and salvage values of certain equipment. As a result, during the year ended December 31, 2024, the Company reduced the estimated useful lives of its trailer equipment and lowered the estimated salvage values of revenue equipment to better reflect their expected residual values at the end of their service periods. This change in accounting estimates increased depreciation expense by approximately $24.7 million and increased basic and diluted loss per share by $0.86, net of tax, for the year ended December 31, 2024. In addition to the Company’s change in accounting estimate, the year-over-year increase can also be attributed to an increase in the cost for replacement revenue equipment compared to the cost of retired equipment and to the interaction of a decrease in operating revenues with the fixed-cost nature of depreciation expense.

- 22 -

Table of Contents

Impairment loss accounted for 1.5% of revenues, before fuel surcharges, during 2024. The Company has not previously recognized an impairment loss on long-lived assets. Management determined that market conditions for used revenue equipment had deteriorated since its peak in 2022. This decline in market conditions prompted the requirement for a recoverability test and subsequent impairment charge against certain asset groups of used trucks and trailers. Management tested all applicable asset groups and determined specific asset groups of  trucks and trailers to be impaired beyond their carrying value. The impairment of these asset groups resulted in an impairment loss of approximately $6.4 million, or $0.22 loss per share, net of tax, during the year ended December 31, 2024. No impairment loss was incurred during the year ended December 31, 2023.

Insurance and claims decreased from 6.7% of revenues, before fuel surcharges, during 2023 to 4.6% of revenues, before fuel surcharges, during 2024. The decrease is primarily attributable to a decrease in auto liability claims incurred during the year ended December 31, 2024 compared to the year ended December 31, 2023. This decrease was slightly offset by an increase in the rate per mile paid for auto liability insurance during 2024 compared to 2023.

Non-operating income increased from 1.2% of revenues, before fuel surcharges, during 2023 to 1.9% of revenues, before fuel surcharges, during 2024. This increase resulted primarily from an increase in the market value of our marketable equity securities portfolio and an increase in the Company’s net realized gains from the sale of certain marketable equity securities during the year-ended December 31, 2024 as compared to the year ended December 31, 2023.

Interest expense increased from 1.6% of revenues, before fuel surcharges, during 2023 to 2.9% of revenues, before fuel surcharges, during 2024. The increase is attributed to the Company’s increased long-term debt from $261.7 million at December 31, 2023 to $325.6 million at December 31, 2024, coupled with an increase in interest rates as the Company’s weighted average interest rate increased from 4.20% in 2023 to 5.00% in 2024.

The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased to 111.2% for 2024 from 97.7% for 2023.

2023 Compared to 2022

For the year ended December 31, 2023, truckload services revenue, before fuel surcharges, decreased 14.8% to $460.9 million as compared to $540.9 million for the year ended December 31, 2022. The decrease relates primarily to a 14.2% decrease in our rate per loaded mile, from $2.92 for the year ended December 31, 2022 to $2.51 for the year ended December 31, 2023 and to a 0.8% decrease in loaded miles from 185.0 million for the year ended December 31, 2022 to 183.8 million for the year ended December 31, 2023. The decrease in rate per loaded mile reflects the challenging freight rate environment across our industry during 2023, while the slight reduction in loaded miles was largely due to the impacts of the automotive plant shutdowns during the UAW strikes in September and October 2023, partially offset by an increase in our average truck count during 2023 attributable to the acquisition of Metropolitan Trucking assets in June 2022.

Salaries, wages and benefits increased from 31.3% of revenues, before fuel surcharges, during 2022 to 37.8% of revenues, before fuel surcharges, during 2023. The percentage-based increase relates primarily to an increase in the percentage of miles driven by company-employed drivers, as opposed to third-party owner-operators for the year-ended December 31, 2023 compared to December 31, 2022. The increase also relates to the interaction of a decrease in operating revenues with the fixed-cost nature of employing human capital.

Operating supplies and expenses increased from 6.8% of revenues, before fuel surcharges, during 2022 to 11.8% of revenues, before fuel surcharges, during 2023. The increase relates primarily to the interaction of expenses with fixed-cost characteristics, such as rents, driver training schools and operating taxes and licenses with a decrease in revenue. The increase also relates to an increase in the average surcharge-adjusted fuel price paid per gallon of diesel fuel, due to decreased fuel surcharge collections from customers for the year ended December 31, 2023 compared to December 31, 2022.

- 23 -

Table of Contents

Rent and purchased transportation decreased from 26.0% of revenues, before fuel surcharges, during 2022 to 23.5% of revenues, before fuel surcharges, during 2023. The decrease was primarily due to a decrease in the percentage of miles driven by third-party owner-operators as opposed to company-employed drivers for the year-ended December 31, 2023 compared to December 31, 2022. The decrease also relates to a decrease in the rates paid to third-party owner-operators for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Depreciation increased from 11.3% of revenues, before fuel surcharges, during 2022 to 13.8% of revenues, before fuel surcharges, during 2023. The increase relates primarily to an increase in cost for replacement revenue equipment compared to the cost of retired equipment and to the interaction of a decrease in operating revenues with the fixed-cost nature of depreciation expense.

Insurance and claims increased from 6.0% of revenues, before fuel surcharges, during 2022 to 6.7% of revenues, before fuel surcharges, during 2023. This increase relates primarily to an increase in the rate per mile paid for auto liability insurance combined with a decrease in our revenue rate per mile.

Non-operating income increased from 0.5% of revenues, before fuel surcharges, during 2022 to 1.2% of revenues, before fuel surcharges, during 2023. This increase resulted primarily from an increase in interest income recognized, as well as a larger increase in the market value of our marketable equity securities portfolio at December 31, 2023 as compared to December 31, 2022.

The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased to 97.7% for 2023 from 83.7% for 2022.

Results of Operations - Logistics and Brokerage Services

The following table sets forth, for logistics and brokerage services, the percentage relationship of expense items to operating revenues, before fuel surcharges, for the periods indicated. Brokerage service operations occur specifically in certain divisions; however, brokerage operations occur throughout the Company in similar operations having substantially similar economic characteristics. Rent and purchased transportation, which includes costs paid to third-party carriers, are shown net of fuel surcharges.

Years Ended December 31,
202420232022
Operating revenues, before fuel surcharge100.0%100.0%100.0%
Operating expenses:
Salaries, wages and benefits5.14.94.6
Rent and purchased transportation86.684.680.8
Other3.22.41.8
Total operating expenses94.991.987.2
Operating income5.18.112.8
Non-operating income0.20.80.2
Interest expense(0.4)(0.7)(0.5)
Income before income taxes4.8%8.2%12.5%

2024 Compared to 2023

For the year ended December 31, 2024, logistics and brokerage services revenues, before fuel surcharges, decreased 15.6% to $207.0 million as compared to $245.2 million for the year ended December 31, 2023. The decrease relates to a reduction in the average rates charged to customers year to year, while total brokered loads remained flat. The truckload market continues to be negatively impacted by downward rate pressure driven by the challenging truckload rate environment.

Rent and purchased transportation increased from 84.6% of revenues, before fuel surcharges, in 2023 to 86.6% of revenues, before fuel surcharges, in 2024. The increase results from paying third-party carriers a larger percentage of customer revenue, coupled with the interaction of a decrease in operating revenues with the need for purchased transportation.

- 24 -

Table of Contents

The logistics and brokerage services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased to 94.9% for 2024 from 91.9% for 2023.

2023 Compared to 2022

For the year ended December 31, 2023, logistics and brokerage services revenues, before fuel surcharges, decreased 11.7% to $245.2 million as compared to $277.8 million for the year ended December 31, 2022. The decrease was primarily related to a 21.4% decrease in revenue per load, partially offset by a 12.3% increase in the number of loads during 2023 as compared to 2022. The decrease in revenue per load was due to a reduction in rates paid for brokered loads during 2023, as spot market rates were negatively impacted by downward rate pressure driven by the challenging truckload freight rate environment across our industry during 2023.

Rent and purchased transportation increased from 80.8% of revenues, before fuel surcharges, in 2022 to 84.6% of revenues, before fuel surcharges, in 2023. The increase results from paying third-party carriers a larger percentage of customer revenue, coupled with the interaction of a decrease in operating revenues with the need for purchased transportation.

The logistics and brokerage services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased to 91.9% for 2023 from 87.2% for 2022.

Results of Operations - Combined Services

2024 Compared to 2023

Income tax benefit was approximately $9.8 million in 2024, resulting in an effective rate of 23.5%, as compared to income tax expense of approximately $10.2 million, or an effective tax rate of 35.6% in 2023. The effective tax rate is impacted by the effect of state taxes and other factors.

In determining whether a tax asset valuation allowance is necessary, management, in accordance with the provisions of Accounting Standards Codification (“ASC”) 740-10-30, weighs all available evidence, both positive and negative to determine whether, based on the weight of that evidence, a valuation allowance is necessary. If negative conditions exist which indicate a valuation allowance might be necessary, consideration is then given to what effect the future reversals of existing taxable temporary differences and the availability of tax strategies might have on future taxable income to determine the amount, if any, of the required valuation allowance. As of December 31, 2024, management determined that the future reversals of existing taxable temporary differences and available tax strategies would generate sufficient future taxable income to realize its tax assets and therefore a valuation allowance was not necessary.

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the position will be sustained on examination by taxing authorities, based on the technical merits of the position. As of December 31, 2024, an adjustment to the Company’s consolidated financial statements for uncertain tax positions has not been required as management believes that the Company’s tax positions taken in income tax returns filed or to be filed are supported by clear and unambiguous income tax laws. The Company recognizes interest and penalties related to uncertain income tax positions, if any, in income tax expense. During 2024 and 2023, the Company has not recognized or accrued any interest or penalties related to uncertain income tax positions.

The Company and its subsidiaries are subject to U.S. and Canadian federal income tax laws as well as the income tax laws of multiple state jurisdictions. The major tax jurisdictions in which we operate generally provide for a deficiency assessment statute of limitation period of three years and as a result, the Company’s tax years 2021 and forward remain open to examination in those jurisdictions.

- 25 -

Table of Contents

The combined net loss for all divisions was $31.8 million, or 5.1% of revenues, before fuel surcharge, for 2024 as compared to the combined net income for all divisions of $18.4 million or 2.6% of revenues, before fuel surcharge, for 2023. Diluted (loss) earnings per share decreased to ($1.45) for the year ended December 31, 2024 from $0.83 for the year ended December 31, 2023.

2023 Compared to 2022

Income tax expense was approximately $10.2 million in 2023, resulting in an effective rate of 35.6%, as compared to approximately $28.3 million, or an effective tax rate of 23.8% in 2022. The effective tax rate is impacted by the effect of state taxes and other factors.

In determining whether a tax asset valuation allowance is necessary, management, in accordance with the provisions of ASC 740-10-30, weighs all available evidence, both positive and negative to determine whether, based on the weight of that evidence, a valuation allowance is necessary. If negative conditions exist which indicate a valuation allowance might be necessary, consideration is then given to what effect the future reversals of existing taxable temporary differences and the availability of tax strategies might have on future taxable income to determine the amount, if any, of the required valuation allowance. As of December 31, 2023, management determined that the future reversals of existing taxable temporary differences and available tax strategies would generate sufficient future taxable income to realize its tax assets and therefore a valuation allowance was not necessary.

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the position will be sustained on examination by taxing authorities, based on the technical merits of the position. As of December 31, 2023, an adjustment to the Company’s consolidated financial statements for uncertain tax positions has not been required as management believes that the Company’s tax positions taken in income tax returns filed or to be filed are supported by clear and unambiguous income tax laws. The Company recognizes interest and penalties related to uncertain income tax positions, if any, in income tax expense. During 2023 and 2022, the Company has not recognized or accrued any interest or penalties related to uncertain income tax positions.

The combined net income for all divisions was $18.4 million, or 2.6% of revenues, before fuel surcharge, for 2023 as compared to the combined net income for all divisions of $90.7 million or 11.1% of revenues, before fuel surcharge, for 2022. Diluted earnings per share decreased to $0.83 for the year ended December 31, 2023 from $4.04 for the year ended December 31, 2022.

Liquidity and Capital Resources

Our business has required, and will continue to require, a significant investment in new revenue equipment. Our primary sources of liquidity have been funds provided by operations, proceeds from the sales of revenue equipment, borrowings under our lines of credit, installment notes, investment margin account, and issuances of equity securities.

During 2024, we generated $59.0 million in cash from operating activities compared to $114.6 million and $168.8 million in 2023 and 2022, respectively. Investing activities used $100.2 million in cash during 2024 compared to using $11.3 million and $113.5 million in 2023 and 2022, respectively. Financing activities generated $8.6 million in cash during 2024 compared to using $76.8 million during 2023 and generating $0.3 million during 2022. See the Consolidated Statements of Cash Flows in Item 8 of this Report.

Our primary use of funds is for the purchase of revenue equipment. We typically use installment notes, our existing lines of credit on an interim basis, proceeds from the sale or trade of equipment, and cash flows from operations to finance capital expenditures and repay long-term debt. During 2024 and 2023, we utilized cash on hand, installment notes, and our lines of credit to finance revenue equipment purchases of approximately $143.5 million and $113.5 million, respectively.

- 26 -

Table of Contents

We often finance the acquisition of revenue equipment through installment notes with fixed interest rates. At December 31, 2024, the Company’s subsidiaries had combined outstanding indebtedness under such installment notes of $325.6 million. These installment notes are payable in monthly installments, ranging from 60 monthly installments to 84 monthly installments, at a weighted average interest rate of 5.00%. At December 31, 2023, the Company’s subsidiaries had combined outstanding indebtedness under such installment notes of $261.7 million. These installment notes were payable in monthly installments, ranging from 36 to 84 months at a weighted average interest rate of 4.20%.

In order to maintain an adequate pool of available equipment, it is often necessary to purchase replacement equipment and place them in service before trucks and trailers scheduled for replacement are removed from service. The timing of this process often requires the Company to pay for new equipment before receiving any proceeds from retired equipment, or without any reduction in price for trade units. In this situation, the Company later receives payment for the equipment scheduled for replacement once they are delivered to the buyer and have passed inspection. During the twelve months ended December 31, 2024 and 2023, the Company received approximately $36.9 million and $22.6 million, respectively, for disposed revenue equipment.

During 2024, we maintained a revolving line of credit with a borrowing limit of $60.0 million. Under this credit facility, amounts outstanding under the line bear interest at Term SOFR plus 1.85% (6.42% at December 31, 2024), are secured by our trade accounts receivable and mature on July 1, 2027. The credit facility also establishes an “unused fee” of 0.25% if average borrowings are less than $18.0 million. At December 31, 2024, we had no outstanding borrowings against the line of credit and approximately $0.2 million of outstanding letters of credit, with availability to borrow $59.8 million.

Trade accounts receivable remained relatively flat year-over-year, with a balance of $80.0 million at December 31, 2024 compared to $80.6 million at December 31, 2023.

Marketable equity securities at December 31, 2024 decreased approximately $0.6 million as compared to December 31, 2023. The decrease resulted from the sales of marketable equity securities approximating $3.7 million offset by an increase in the market value of the portfolio by approximately $3.1 million. At December 31, 2024, the remaining marketable equity securities have a combined cost basis of approximately $27.1 million and a combined fair market value of approximately $42.6 million. The Company has developed a strategy to invest in securities from which it expects to receive dividends that qualify for favorable tax treatment, as well as appreciate in value. During 2024, the Company received dividends of approximately $1.5 million. The holding term of these securities depends largely on the general economic environment, the equity markets, borrowing rates, and the Company's cash requirements.

Property and equipment increased by approximately $65.4 million from $771.1 as of December 31, 2023 to $836.5 million as of December 31,2024. This increase is primarily attributable to the purchase of $144.2 million of revenue equipment partially offset by the disposal of approximately $93.8 million of revenue equipment during 2024. Also contributing to the increase was the purchase of property in El Paso, Texas that will serve as an additional terminal for our truckload operations and the construction of a driver training facility at our corporate headquarters in Tontitown, Arkansas. Partially offsetting the increase to property and equipment was an impairment loss of $6.4 million which resulted from management’s assessment that the market conditions for used revenue equipment had deteriorated to an extent that required a test for recoverability and subsequent impairment charge against certain asset groups of used trucks and trailers.

Accounts payable decreased from $62.7 million at December 31, 2023 to $31.2 million at December 31, 2024. This decrease was primarily attributable to payments made during 2024 for new revenue equipment that was invoiced or delivered, but not yet paid as of December 31, 2023. This decrease was also attributable to a decrease in the amounts payable to third party carriers as of December 31, 2024. Accounts payable accruals can vary significantly at the end of each reporting period depending on the timing of the actual date of payment in relation to the last day of the reporting period.

- 27 -

Table of Contents

Accrued expenses and other liabilities decreased from $16.8 million at December 31, 2023 to $14.6 million at December 31, 2024. The decrease is primarily attributable to a decrease in auto liability claims accrued during the year ended December 31, 2024 compared to auto liability claims accrued for the year ended December 31, 2023.

For 2025, we expect to purchase 293 new trucks and 300 trailers while continuing to sell or trade equipment that has reached the end of its life cycle. Management believes we will be able to finance our existing needs for working capital over the next twelve months, as well as acquisitions of revenue equipment and any other asset acquisitions or capital transactions during such period, with cash balances, cash flows from operations, and borrowings believed to be available from financing sources. We will continue to have significant capital requirements over the long-term, which may require us to incur debt or seek additional equity capital. The availability of additional capital will depend upon prevailing market conditions, the market price of our common stock and several other factors over which we have limited control, as well as our financial condition and results of operations. Nevertheless, based on our anticipated future cash flows and sources of financing that we expect will be available to us, we do not expect that we will experience any significant liquidity constraints in the foreseeable future.

Inflation

Inflation has an impact on most of our operating costs. Over the past three years, the effect of inflation has been significant. If the current rate of inflation persists, inflation, coupled with supply chain issues and international events could continue to result in increased costs for drivers, employee wages, equipment, fuel and other costs.

Adoption of Accounting Policies

See “Item 8. Financial Statements and Supplementary Data, Note 1 to the Consolidated Financial Statements – Accounting Policies, Recent Accounting Pronouncements.”

Critical Accounting Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to adopt accounting policies and make significant judgments and estimates that impact the amounts reported in our consolidated financial statements and accompanying notes. Therefore, the reported amounts of assets, liabilities, revenue, expenses, and associated disclosures of contingent assets and liabilities are affected by judgments and estimates. In some cases, there are alternative assumptions, policies, or estimation techniques that could be used. Management evaluates its assumptions, policies, and estimates on an ongoing basis, utilizing historical experience, and other methods considered reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from our estimates and assumptions, and it is possible that materially different amounts would be reported using differing estimates or assumptions. Management considers our critical accounting estimates to be those that require more significant judgments and estimates when we prepare our consolidated financial statements.

Note 1 in Part II, Item 8 of this Annual Report describes the Company's accounting policies. The following discussion of accounting estimates should be read in conjunction with Note 1, as it provides additional insight into critical accounting estimates. Our critical accounting estimates include the following:

Depreciation and Amortization. Depreciation of trucks and trailers is calculated by the straight-line method over the assets’ estimated useful lives, which generally range from three to ten years, down to an estimated salvage value at the end of the assets’ estimated useful lives. Management must use its judgment in the selection of estimated useful lives and salvage values for purposes of this calculation. In some cases, the Company has agreements in place with certain manufacturers whereby salvage values are guaranteed by the manufacturer. In other cases, where salvage values are not guaranteed, estimates of salvage value are based on the expected market values of equipment at the time of disposal.

- 28 -

Table of Contents

The depreciation of trucks and trailers over their estimated useful lives and the determination of any salvage value also require management to make judgments about future events. Therefore, the Company’s management periodically evaluates whether changes to estimated useful lives or salvage values are necessary to ensure these estimates accurately reflect the economic reality of the assets. This periodic evaluation may result in changes in the estimated lives and/or salvage values used by the Company to depreciate its assets, which can affect the amount of periodic depreciation expense recognized and, ultimately, the gain or loss on the disposal of an asset. Future changes in our estimated useful life or salvage value estimates, or fluctuations in market value that are not reflected in current estimates, could have a material effect on the Company’s consolidated financial statements.

During the year ended December 31, 2024, the Company conducted a review of its revenue equipment and determined that changes in market conditions and expected asset usage warranted a revision to the estimated useful lives and salvage values of certain equipment. As a result, during the year ended December 31, 2024, the Company reduced the estimated useful lives of its trailer equipment and lowered the estimated salvage values of revenue equipment to better reflect their expected residual values at the end of their service periods.

In accordance with ASC 250-10-45-17, this change is considered a change in accounting estimate and has been applied prospectively during the year ended December 31, 2024. The effect of this change increased depreciation expense by $24.7 million and increased basic and diluted loss per share by $0.86 net of tax, for the year ended December 31, 2024.

Impairment of Long-Lived Assets. We review our property, plant, and equipment and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Indicators of impairment may include, but are not limited to, declining operating performance, adverse changes in market conditions, regulatory developments, or planned asset dispositions.

When an indicator of impairment is identified, we perform a recoverability test by comparing the undiscounted future cash flows expected to be generated by the asset group to its carrying amount. If the carrying amount exceeds the undiscounted cash flows, we recognize an impairment loss equal to the excess of the carrying amount over the asset’s fair value. Fair value is typically estimated using a combination of market prices (if available), appraisals, or discounted cash flow analyses. The determination of fair value involves significant management judgment, including assumptions about future revenue growth, operating costs, asset utilization, and discount rates.

During the year ended December 31, 2024, management determined that the market conditions for used revenue equipment had deteriorated since its peak in 2022. This decline in market conditions prompted the requirement for a recoverability test and subsequent impairment charge against certain asset groups of used trucks and trailers. Management tested all applicable asset groups and determined certain asset groups of used trucks and trailers to be impaired beyond their carrying value. The impairment of these asset groups resulted in an impairment loss of approximately $6.4 million, or $0.22 loss per share, net of tax, during the year ended December 31, 2024.

If our business is negatively impacted by prolonged economic downturns, the market for used equipment may decline and our ability to generate cash from the utilization of our equipment could decrease, necessitating future impairment charges. Conversely, an improvement in market conditions or operational performance may reduce the likelihood of future impairments.

Management will continue to monitor our property, plant, and equipment and other long-lived assets for impairment as necessary. Additional impairment charges, if any, could have a material impact on our financial position and results of operations.

Claims accruals. The Company is self-insured for health and workers' compensation benefits up to certain stop-loss limits. Such costs are accrued based on known claims and an estimate of incurred but not reported (IBNR) claims. IBNR claims are estimated using historical lag information and other data either provided by outside claims administrators or developed internally. Actual claims payments may differ from management’s estimates as a result of a number of factors, including evaluation of severity, increases in legal or medical costs, and other case-specific factors. The actual claims payments are charged against the Company’s recorded accrued claims liabilities and have been historically reasonable with respect to the estimates of the liabilities made under the Company’s methodology. However, the estimation process is generally subjective, and to the extent that future actual results materially differ from original estimates made by management, adjustments to recorded accruals may be necessary which could have a material effect on the Company’s consolidated financial statements. Based upon our 2024 health and workers' compensation expenses, a 10% increase in both claims incurred and IBNR claims would increase our annual health and workers' compensation expenses by approximately $0.9 million.

- 29 -

Table of Contents

On September 1, 2020, the Company elected to become self-insured for certain layers of auto liability claims in excess of $2.0 million. The Company specifically reserves for claims that are expected to exceed $2.0 million when fully developed, based on the facts and circumstances of those claims.

FY 2023 10-K MD&A

SEC filing source: 0001437749-24-007638.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-03-13. Report date: 2023-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Business Overview

The Company's administrative headquarters are in Tontitown, Arkansas. From this location we manage operations conducted through our wholly-owned subsidiaries based in various locations around the United States, Mexico, and Canada. The operations of these subsidiaries can generally be classified into either truckload services or brokerage and logistics services. This designation is based primarily on the ownership of the asset that performed the freight transportation service. Truckload services are performed by Company divisions that generally utilize Company- owned trucks, long-term contractors, or single-trip contractors to transport loads of freight for customers, while brokerage and logistics services coordinate or facilitate the transport of loads of freight for customers and generally involve the utilization of single-trip contractors. Both our truckload operations and our brokerage/logistics operations have similar economic characteristics and are impacted by virtually the same economic factors as discussed elsewhere in this Report. All of the Company's operations are in the motor carrier segment.

For both operations, substantially all of our revenue is generated by transporting freight for customers and is predominantly affected by the rates per mile received from our customers, equipment utilization, and our percentage of non-compensated miles. These aspects of our business are carefully managed and efforts are continuously underway to achieve favorable results. Truckload services revenues, excluding fuel surcharges, represented 65.3%, 66.1% and 67.0% of total revenues, excluding fuel surcharges for the twelve months ended December 31, 2023, 2022 and 2021, respectively.

The main factors that impact our profitability on the expense side are costs incurred in transporting freight for our customers. Currently, our most challenging costs include fuel, driver recruitment, training, wage and benefit costs, independent broker costs (which we record as purchased transportation), insurance and claims, maintenance, and capital equipment costs.

In discussing our results of operations we use revenue, before fuel surcharge (and operating supplies and expense, net of fuel surcharge), because management believes that eliminating the impact of this sometimes volatile source of revenue allows a more consistent basis for comparing our results of operations from period to period. During 2023, 2022 and 2021, approximately $104.7 million, $128.1 million and $65.9 million, respectively, of the Company's total revenue was generated from fuel surcharges. We also discuss certain changes in our expenses as a percentage of revenue, before fuel surcharge, rather than absolute dollar changes. We do this because we believe the high variable cost nature of certain expenses makes a comparison of changes in expenses as a percentage of revenue more meaningful than absolute dollar changes.

- 20 -

Table of Contents

Results of Operations - Truckload Services

The following table sets forth, for truckload services, the percentage relationship of expense items to operating revenues, before fuel surcharges, for the periods indicated. Operating supplies and expenses are shown net of fuel surcharges.

Years Ended December 31,
202320222021
Operating revenues, before fuel surcharge100.0%100.0%100.0%
Operating expenses:
Salaries, wages and benefits37.831.330.6
Operating supplies and expenses, net of fuel surcharge11.86.88.3
Rent and purchased transportation23.526.024.3
Depreciation13.811.312.5
Insurance and claims6.76.04.4
Other4.42.92.5
(Gain) on sale or disposal of property(0.3)(0.6)(0.3)
Total operating expenses97.783.782.3
Operating income2.316.317.7
Non-operating income1.20.51.9
Interest expense(1.6)(1.2)(1.4)
Income before income taxes1.9%15.6%18.2%

2023 Compared to 2022

For the year ended December 31, 2023, truckload services revenue, before fuel surcharges, decreased 14.8% to $460.9 million as compared to $540.9 million for the year ended December 31, 2022. The decrease relates primarily to a 14.2% decrease in our rate per loaded mile, from $2.92 for the year ended December 31, 2022 to $2.51 for the year ended December 31, 2023 and to a 0.8% decrease in loaded miles from 185.0 million for the year ended December 31, 2022 to 183.8 million for the year ended December 31, 2023. The decrease in rate per loaded mile reflects the challenging freight rate environment across our industry during 2023, while the slight reduction in loaded miles was largely due to the impacts of the automotive plant shutdowns during the UAW strikes in September and October 2023, partially offset by an increase in our average truck count during the current year attributable to the acquisition of Metropolitan Trucking assets in June 2022. We expect freight rates to generally remain under pressure from customers during 2024 with freight demand continuing to be somewhat impacted by the recent automotive shutdowns and general economic uncertainties.

Salaries, wages and benefits increased from 31.3% of revenues, before fuel surcharges, during 2022 to 37.8% of revenues, before fuel surcharges, during 2023. The percentage-based increase relates primarily to an increase in the percentage of miles driven by company-employed drivers, as opposed to third-party owner-operators for the year-ended December 31, 2023 compared to December 31, 2022. The increase also relates to the interaction of a decrease in operating revenues with the fixed-cost nature of employing human capital.

Operating supplies and expenses increased from 6.8% of revenues, before fuel surcharges, during 2022 to 11.8% of revenues, before fuel surcharges, during 2023. The increase relates primarily to the interaction of expenses with fixed-cost characteristics, such as rents, driver training schools and operating taxes and licenses with a decrease in revenue. The increase also relates to an increase in the average surcharge-adjusted fuel price paid per gallon of diesel fuel, due to decreased fuel surcharge collections from customers for the year ended December 31, 2023 compared to December 31, 2022.

Rent and purchased transportation decreased from 26.0% of revenues, before fuel surcharges, during 2022 to 23.5% of revenues, before fuel surcharges, during 2023. The decrease was primarily due to a decrease in the percentage of miles driven by third-party owner-operators as opposed to company-employed drivers for the year-ended December 31, 2023 compared to December 31, 2022. The decrease also relates to a decrease in the rates paid to third-party owner-operators for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Depreciation increased from 11.3% of revenues, before fuel surcharges, during 2022 to 13.8% of revenues, before fuel surcharges, during 2023. The increase relates primarily to an increase in cost for replacement revenue equipment compared to the cost of retired equipment and to the interaction of a decrease in operating revenues with the fixed-cost nature of depreciation expense.

- 21 -

Table of Contents

Insurance and claims increased from 6.0% of revenues, before fuel surcharges, during 2022 to 6.7% of revenues, before fuel surcharges, during 2023. This increase relates primarily to an increase in the rate per mile paid for auto liability insurance combined with a decrease in our revenue rate per mile.

Non-operating income increased from 0.5% of revenues, before fuel surcharges, during 2022 to 1.2% of revenues, before fuel surcharges, during 2023. This increase resulted primarily from an increase in interest income recognized, as well as a larger increase in the market value of our marketable equity securities portfolio at December 31, 2023 as compared to December 31, 2022.

The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased to 97.7% for 2023 from 83.7% for 2022.

2022 Compared to 2021

For the year ended December 31, 2022, truckload services revenue, before fuel surcharges, increased 25.9% to $540.9 million as compared to $429.6 million for the year ended December 31, 2021. The increase relates primarily to a 13.5% increase in our rate per loaded mile, from $2.58 for the year ended December 31, 2021 to $2.92 for the year ended December 31, 2022 and to a 10.9% increase in loaded miles from 166.8 million for the year ended December 31, 2021 to 185.0 million for the year ended December 31, 2022.

Salaries, wages and benefits increased from 30.6% of revenues, before fuel surcharges, during 2021 to 31.3% of revenues, before fuel surcharges, during 2022. The percentage-based increase relates primarily to the increase in employees combined with a decrease in independent contractors.

Operating supplies and expenses decreased from 8.3% of revenues, before fuel surcharges, during 2021 to 6.8% of revenues, before fuel surcharges, during 2022. The decrease relates primarily to a decrease in the average surcharge-adjusted fuel price paid per gallon of diesel fuel, due to increased fuel surcharge collections from customers for the year ended December 31, 2022 compared to December 31, 2021. The decrease also relates to the interaction of expenses with fixed-cost characteristics, such as rents, driver training schools and operating taxes and licenses.

Rent and purchased transportation increased from 24.3% of revenues, before fuel surcharges, during 2021 to 26.0% of revenues, before fuel surcharges, during 2022. The increase was primarily due to an increase in the rates paid to third-party owner-operators for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Depreciation decreased from 12.5% of revenues, before fuel surcharges, during 2021 to 11.3% of revenues, before fuel surcharges, during 2022. The decrease relates primarily to the interaction of an increase in operating revenues with the fixed-cost nature of depreciation expense.

Insurance and claims increased from 4.4% of revenues, before fuel surcharges, during 2021 to 6.0% of revenues, before fuel surcharges, during 2022. This increase relates primarily to an increase in accident and legal reserves, recognized in 2022 as compared to 2021 and to an increase in the premiums paid for auto liability and cargo insurance.

Non-operating income decreased from 1.9% of revenues, before fuel surcharges, during 2021 to 0.5% of revenues, before fuel surcharges, during 2022. This decrease resulted primarily from a smaller increase in the market value of our marketable equity securities portfolio at December 31, 2022 as compared to December 31, 2021.

The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased to 83.7% for 2022 from 82.3% for 2021.

- 22 -

Table of Contents

Results of Operations - Logistics and Brokerage Services

The following table sets forth, for logistics and brokerage services, the percentage relationship of expense items to operating revenues, before fuel surcharges, for the periods indicated. Brokerage operations occur specifically in certain divisions; however, brokerage operations occur throughout the Company in similar operations having substantially similar economic characteristics. Rent and purchased transportation, which includes costs paid to third-party carriers, are shown net of fuel surcharges.

Years Ended December 31,
202320222021
Operating revenues, before fuel surcharge100.0%100.0%100.0%
Operating expenses:
Salaries, wages and benefits4.94.64.6
Rent and purchased transportation84.680.882.5
Other2.41.81.6
Total operating expenses91.987.288.7
Operating income8.112.811.3
Non-operating income0.80.21.0
Interest expense(0.7)(0.5)(0.8)
Income before income taxes8.2%12.5%11.5%

2023 Compared to 2022

For the year ended December 31, 2023, logistics and brokerage services revenues, before fuel surcharges, decreased 11.7% to $245.2 million as compared to $277.8 million for the year ended December 31, 2022. The decrease was primarily related to a 21.4% decrease in revenue per load, partially offset by a 12.3% increase in the number of loads during 2023 as compared to 2022. The decrease in revenue per load was due to a reduction in rates paid for brokered loads during 2023, as spot market rates were negatively impacted by downward rate pressure driven by the challenging truckload freight rate environment across our industry during 2023. We expect freight rates to generally remain under pressure from customers during 2024 with freight demand continuing to be somewhat impacted by the recent automotive shutdowns and general economic uncertainties.

Rent and purchased transportation increased from 80.8% of revenues, before fuel surcharges, in 2022 to 84.6% of revenues, before fuel surcharges, in 2023. The increase results from paying third-party carriers a larger percentage of customer revenue, coupled with the interaction of a decrease in operating revenues with the need for purchased transportation.

The logistics and brokerage services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased to 91.9% for 2023 from 87.2% for 2022.

2022 Compared to 2021

For the year ended December 31, 2022, logistics and brokerage services revenues, before fuel surcharges, increased 31.3% to $277.8 million as compared to $211.7 million for the year ended December 31, 2021. The increase was primarily related to a 20.9% increase in the number of loads carried for customers during 2022 as compared to 2021, partially offset by a 3.5% decrease in revenue per load.

Rent and purchased transportation decreased from 82.5% of revenues, before fuel surcharges, in 2021 to 80.8% of revenues, before fuel surcharges, in 2022. The decrease results from paying third-party carriers a smaller percentage of customer revenue.

The logistics and brokerage services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, improved to 87.2% for 2022 from 88.7% for 2021.

- 23 -

Table of Contents

Results of Operations - Combined Services

2023 Compared to 2022

Income tax expense was approximately $10.2 million in 2023, resulting in an effective rate of 35.6%, as compared to approximately $28.3 million, or an effective tax rate of 23.8% in 2022. The effective tax rate is impacted by the effect of state taxes and other factors.

In determining whether a tax asset valuation allowance is necessary, management, in accordance with the provisions of Accounting Standards Codification (“ASC”) 740-10-30, weighs all available evidence, both positive and negative to determine whether, based on the weight of that evidence, a valuation allowance is necessary. If negative conditions exist which indicate a valuation allowance might be necessary, consideration is then given to what effect the future reversals of existing taxable temporary differences and the availability of tax strategies might have on future taxable income to determine the amount, if any, of the required valuation allowance. As of December 31, 2023, management determined that the future reversals of existing taxable temporary differences and available tax strategies would generate sufficient future taxable income to realize its tax assets and therefore a valuation allowance was not necessary.

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the position will be sustained on examination by taxing authorities, based on the technical merits of the position. As of December 31, 2023, an adjustment to the Company’s consolidated financial statements for uncertain tax positions has not been required as management believes that the Company’s tax positions taken in income tax returns filed or to be filed are supported by clear and unambiguous income tax laws. The Company recognizes interest and penalties related to uncertain income tax positions, if any, in income tax expense. During 2023 and 2022, the Company has not recognized or accrued any interest or penalties related to uncertain income tax positions.

The Company and its subsidiaries are subject to U.S. and Canadian federal income tax laws as well as the income tax laws of multiple state jurisdictions. The major tax jurisdictions in which we operate generally provide for a deficiency assessment statute of limitation period of three years and as a result, the Company’s tax years 2020 and forward remain open to examination in those jurisdictions.

The combined net income for all divisions was $18.4 million, or 2.6% of revenues, before fuel surcharge, for 2023 as compared to the combined net income for all divisions of $90.7 million or 11.1% of revenues, before fuel surcharge, for 2022. Diluted earnings per share decreased to $0.83 for the year ended December 31, 2023 from $4.04 for the year ended December 31, 2022.

2022 Compared to 2021

Income tax expense was approximately $28.3 million in 2022, resulting in an effective rate of 23.8%, as compared to approximately $26.0 million, or an effective tax rate of 25.4% in 2021. The effective tax rate is impacted by the effect of state taxes and other factors.

As of December 31, 2022, management determined that the future reversals of existing taxable temporary differences and available tax strategies would generate sufficient future taxable income to realize its tax assets and therefore a valuation allowance was not necessary. Management also determined that no adjustment to the Company’s consolidated financial statements for uncertain tax positions was required as of December 31, 2022 as management believes that the Company’s tax positions taken in income tax returns filed or to be filed are supported by clear and unambiguous income tax laws. Additionally, during 2022 and 2021, the Company did not recognize or accrue any interest or penalties related to uncertain income tax positions.

The combined net income for all divisions was $90.7 million, or 11.1% of revenues, before fuel surcharge, for 2022 as compared to the combined net income for all divisions of $76.5 million or 11.9% of revenues, before fuel surcharge, for 2021. Diluted earnings per share increased to $4.04 for the year ended December 31, 2022 from $3.35 for the year ended December 31, 2021.

- 24 -

Table of Contents

Liquidity and Capital Resources

Our business has required, and will continue to require, a significant investment in new revenue equipment. Our primary sources of liquidity have been funds provided by operations, proceeds from the sales of revenue equipment, borrowings under our lines of credit, installment notes and investment margin account, and issuances of equity securities.

During 2023, we generated $114.6 million in cash from operating activities compared to $168.8 million and $101.7 million in 2022 and 2021, respectively. Investing activities used $11.3 million in cash during 2023 compared to using $113.5 million and generating $9.3 million in 2022 and 2021, respectively. Financing activities used $76.8 million in cash during 2023 compared to generating $0.3 million during 2022 and using $92.8 million during 2021. See the Consolidated Statements of Cash Flows in Item 8 of this Report.

Our primary use of funds is for the purchase of revenue equipment. We typically use installment notes, our existing lines of credit on an interim basis, proceeds from the sale or trade of equipment, and cash flows from operations to finance capital expenditures and repay long-term debt. During 2023 and 2022, we utilized cash on hand, installment notes, and our lines of credit to finance revenue equipment purchases of approximately $113.5 million and $82.6 million, respectively.

We often finance the acquisition of revenue equipment through installment notes with fixed interest rates and terms ranging from 36 to 84 months. At December 31, 2023, the Company’s subsidiaries had combined outstanding indebtedness under such installment notes of $261.7 million. These installment notes are payable in monthly installments, ranging from 36 monthly installments to 84 monthly installments, at a weighted average interest rate of 4.20%. At December 31, 2022, the Company’s subsidiaries had combined outstanding indebtedness under such installment notes of $264.3 million. These installment notes were payable in monthly installments, ranging from 36 to 84 months at a weighted average interest rate of 3.16%.

In order to maintain our truck and trailer fleet count, it is often necessary to purchase replacement units and place them in service before trade units are removed from service. The timing of this process often requires the Company to pay for new units without any reduction in price for trade units. In this situation, the Company later receives payment for the trade units as they are delivered to the equipment vendor and have passed vendor inspection. During the twelve months ended December 31, 2023 and 2022, the Company received approximately $15.7 million and $0.0 million, respectively, for units delivered for trade.

During 2023, we maintained a revolving line of credit with a borrowing limit of $60.0 million. Under this credit facility, amounts outstanding under the line bear interest at Term SOFR plus 1.35% (6.66% at December 31, 2023), are secured by our trade accounts receivable and mature on July 1, 2026. The credit facility also establishes an “unused fee” of 0.25% if average borrowings are less than $18.0 million. At December 31, 2023, outstanding advances on the line of credit were approximately $0.1 million, including approximately $0.1 million in letters of credit, with availability to borrow $59.9 million.

Trade accounts receivable decreased from $134.7 million at December 31, 2022 to $80.6 million at December 31, 2023. The decrease relates to a general decrease in freight revenue and fuel surcharge revenue, which flows through the accounts receivable account, during the fourth quarter of 2023 as compared to the freight revenue and fuel surcharge revenue generated during the fourth quarter of 2022.

Marketable equity securities at December 31, 2023 increased approximately $1.5 million as compared to December 31, 2022. The increase resulted from an increase in the market value of the portfolio by approximately $1.6 million offset by sales of marketable equity securities approximating $0.1 million. At December 31, 2023, the remaining marketable equity securities have a combined cost basis of approximately $30.3 million and a combined fair market value of approximately $43.2 million. The Company has developed a strategy to invest in securities from which it expects to receive dividends that qualify for favorable tax treatment, as well as appreciate in value. During 2023, the Company received dividends of approximately $1.5 million. The holding term of these securities depends largely on the general economic environment, the equity markets, borrowing rates, and the Company's cash requirements.

- 25 -

Table of Contents

Revenue equipment at December 31, 2023, which generally consists of trucks, trailers, and revenue equipment accessories such as satellite tracking units and auxiliary power units, increased approximately $51.7 million as compared to December 31, 2022. The increase relates primarily to the purchase of replacement trucks and trailers.

Accounts payable increased from $48.9 million at December 31, 2022 to $62.7 million at December 31, 2023. This increase was primarily attributable to new revenue equipment that was invoiced, or delivered, but not yet paid as of December 31, 2023. This increase was offset by other factors including a decrease in the percentage of miles driven by third-party owner-operators, as opposed to company-employed drivers, a reduction in the bonus accrual and a decrease in amounts accrued for parts at the end of 2023. Accounts payable accruals can vary significantly at the end of each reporting period depending on the timing of the actual date of payment in relation to the last day of the reporting period.

Accrued expenses and other liabilities decreased from $34.2 million at December 31, 2022 to $16.8 million at December 31, 2023. The decrease was primarily related to payments during 2023 of amounts accrued for liability and legal claims at December 31, 2022.

For 2024, we expect to purchase 688 new trucks and 1,548 trailers while continuing to sell or trade equipment that has reached the end of its life cycle, which we expect to result in net capital expenditures of approximately $113.1 million. Management believes we will be able to finance our existing needs for working capital over the next twelve months, as well as acquisitions of revenue equipment and any other asset acquisitions or capital transactions during such period, with cash balances, cash flows from operations, and borrowings believed to be available from financing sources. We will continue to have significant capital requirements over the long-term, which may require us to incur debt or seek additional equity capital. The availability of additional capital will depend upon prevailing market conditions, the market price of our common stock and several other factors over which we have limited control, as well as our financial condition and results of operations. Nevertheless, based on our anticipated future cash flows and sources of financing that we expect will be available to us, we do not expect that we will experience any significant liquidity constraints in the foreseeable future.

Inflation

Inflation has an impact on most of our operating costs. Over the past three years, the effect of inflation has been significant. If the current rate of inflation persists, inflation, coupled with supply chain issues and international events could continue to result in increased costs for drivers, employee wages, equipment, fuel and other costs.

Adoption of Accounting Policies

See “Item 8. Financial Statements and Supplementary Data, Note 1 to the Consolidated Financial Statements – Accounting Policies, Recent Accounting Pronouncements.”

Critical Accounting Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to adopt accounting policies and make significant judgments and estimates that impact the amounts reported in our consolidated financial statements and accompanying notes. Therefore, the reported amounts of assets, liabilities, revenue, expenses, and associated disclosures of contingent assets and liabilities are affected by judgments and estimates. In some cases, there are alternative assumptions, policies, or estimation techniques that could be used. Management evaluates its assumptions, policies, and estimates on an ongoing basis, utilizing historical experience, and other methods considered reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from our estimates and assumptions, and it is possible that materially different amounts would be reported using differing estimates or assumptions. Management considers our critical accounting estimates to be those that require more significant judgments and estimates when we prepare our consolidated financial statements.

- 26 -

Table of Contents

Note 1 in Part II, Item 8 of this Annual Report describes the Company's accounting policies. The following discussion of accounting estimates should be read in conjunction with Note 1, as it provides additional insight into critical accounting estimates. Our critical accounting estimates include the following:

Depreciation and Amortization. Depreciation of trucks and trailers is calculated by the straight-line method over the assets’ estimated useful lives, which generally range from three to ten years, down to an estimated salvage value at the end of the assets’ estimated useful lives. Management must use its judgment in the selection of estimated useful lives and salvage values for purposes of this calculation. In some cases, the Company has agreements in place with certain manufacturers whereby salvage values are guaranteed by the manufacturer. In other cases, where salvage values are not guaranteed, estimates of salvage value are based on the expected market values of equipment at the time of disposal.

The depreciation of trucks and trailers over their estimated useful lives and the determination of any salvage value also require management to make judgments about future events. Therefore, the Company’s management periodically evaluates whether changes to estimated useful lives or salvage values are necessary to ensure these estimates accurately reflect the economic reality of the assets. This periodic evaluation may result in changes in the estimated lives and/or salvage values used by the Company to depreciate its assets, which can affect the amount of periodic depreciation expense recognized and, ultimately, the gain or loss on the disposal of an asset. Future changes in our estimated useful life or salvage value estimates, or fluctuations in market value that are not reflected in current estimates, could have a material effect on the Company’s consolidated financial statements.

Claims accruals. The Company is self-insured for health and workers' compensation benefits up to certain stop-loss limits. Such costs are accrued based on known claims and an estimate of incurred but not reported (IBNR) claims. IBNR claims are estimated using historical lag information and other data either provided by outside claims administrators or developed internally. Actual claims payments may differ from management’s estimates as a result of a number of factors, including evaluation of severity, increases in legal or medical costs, and other case-specific factors. The actual claims payments are charged against the Company’s recorded accrued claims liabilities and have been historically reasonable with respect to the estimates of the liabilities made under the Company’s methodology. However, the estimation process is generally subjective, and to the extent that future actual results materially differ from original estimates made by management, adjustments to recorded accruals may be necessary which could have a material effect on the Company’s consolidated financial statements. Based upon our 2023 health and workers' compensation expenses, a 10% increase in both claims incurred and IBNR claims would increase our annual health and workers' compensation expenses by approximately $0.7 million.

On September 1, 2020, the Company elected to become self-insured for certain layers of auto liability claims in excess of $2.0 million. The Company specifically reserves for claims that are expected to exceed $2.0 million when fully developed, based on the facts and circumstances of those claims.

FY 2022 10-K MD&A

SEC filing source: 0001437749-23-006150.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-03-10. Report date: 2022-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Business Overview

The Company's administrative headquarters are in Tontitown, Arkansas. From this location we manage operations conducted through our wholly owned subsidiaries based in various locations around the United States, Mexico, and Canada. The operations of these subsidiaries can generally be classified into either truckload services or brokerage and logistics services. This designation is based primarily on the ownership of the asset that performed the freight transportation service. Truckload services are performed by Company divisions that generally utilize Company- owned trucks, long-term contractors, or single-trip contractors to transport loads of freight for customers, while brokerage and logistics services coordinate or facilitate the transport of loads of freight for customers and generally involve the utilization of single-trip contractors. Both our truckload operations and our brokerage/logistics operations have similar economic characteristics and are impacted by virtually the same economic factors as discussed elsewhere in this Report. All of the Company's operations are in the motor carrier segment.

For both operations, substantially all of our revenue is generated by transporting freight for customers and is predominantly affected by the rates per mile received from our customers, equipment utilization, and our percentage of non-compensated miles. These aspects of our business are carefully managed and efforts are continuously underway to achieve favorable results. Truckload services revenues, excluding fuel surcharges, represented 66.1%, 67.0% and 76.9% of total revenues, excluding fuel surcharges for the twelve months ended December 31, 2022, 2021 and 2020, respectively.

The main factors that impact our profitability on the expense side are costs incurred in transporting freight for our customers. Currently, our most challenging costs include fuel, driver recruitment, training, wage and benefit costs, independent broker costs (which we record as purchased transportation), insurance and claims, and maintenance and capital equipment costs.

In discussing our results of operations we use revenue, before fuel surcharge (and operating supplies and expense, net of fuel surcharge), because management believes that eliminating the impact of this sometimes volatile source of revenue allows a more consistent basis for comparing our results of operations from period to period. During 2022, 2021 and 2020, approximately $128.1 million, $65.9 million and $47.8 million, respectively, of the Company's total revenue was generated from fuel surcharges. We also discuss certain changes in our expenses as a percentage of revenue, before fuel surcharge, rather than absolute dollar changes. We do this because we believe the high variable cost nature of certain expenses makes a comparison of changes in expenses as a percentage of revenue more meaningful than absolute dollar changes.

- 20 -

Table of Contents

Results of Operations - Truckload Services

The following table sets forth, for truckload services, the percentage relationship of expense items to operating revenues, before fuel surcharges, for the periods indicated. Operating supplies and expenses are shown net of fuel surcharges.

Years Ended December 31,
202220212020
Operating revenues, before fuel surcharge100.0%100.0%100.0%
Operating expenses:
Salaries, wages and benefits31.330.635.3
Operating supplies and expenses, net of fuel surcharge6.88.310.7
Rent and purchased transportation26.024.323.2
Depreciation11.312.516.5
Insurance and claims6.04.42.6
Other2.92.53.6
(Gain) Loss on sale or disposal of property(0.6)(0.3)0.1
Total operating expenses83.782.392.0
Operating income16.317.78.0
Non-operating income (expense)0.51.9(0.5)
Interest expense(1.2)(1.4)(2.2)
Income before income taxes15.6%18.2%5.3%

2022 Compared to 2021

For the year ended December 31, 2022, truckload services revenue, before fuel surcharges, increased 25.9% to $540.9 million as compared to $429.6 million for the year ended December 31, 2021. The increase relates primarily to a 13.5% increase in our rate per loaded mile, from $2.58 for the year ended December 31, 2021 to $2.92 for the year ended December 31, 2022 and to a 10.9% increase in loaded miles from 166.8 million for the year ended December 31, 2021 to 185.0 million for the year ended December 31, 2022.

Salaries, wages and benefits increased from 30.6% of revenues, before fuel surcharges, during 2021 to 31.3% of revenues, before fuel surcharges, during 2022. The percentage-based increase relates primarily to the increase in employees combined with a decrease in independent contractors.

Operating supplies and expenses decreased from 8.3% of revenues, before fuel surcharges, during 2021 to 6.8% of revenues, before fuel surcharges, during 2022. The decrease relates primarily to a decrease in the average surcharge-adjusted fuel price paid per gallon of diesel fuel, due to increased fuel surcharge collections from customers for the year ended December 31, 2022 compared to December 31, 2021. The decrease also relates to the interaction of expenses with fixed-cost characteristics, such as rents, driver training schools and operating taxes and licenses.

Rent and purchased transportation increased from 24.3% of revenues, before fuel surcharges, during 2021 to 26.0% of revenues, before fuel surcharges, during 2022. The increase was primarily due to an increase in the rates paid to third-party owner-operators for the year ended December 31, 2022 compared to the year ended December 31, 2021.

Depreciation decreased from 12.5% of revenues, before fuel surcharges, during 2021 to 11.3% of revenues, before fuel surcharges, during 2022. The decrease relates primarily to the interaction of an increase in operating revenues with the fixed-cost nature of depreciation expense.

Insurance and claims increased from 4.4% of revenues, before fuel surcharges, during 2021 to 6.0% of revenues, before fuel surcharges, during 2022. This increase relates primarily to an increase in accident and legal reserves, recognized in 2022 as compared to 2021 and to an increase in the premiums paid for auto liability and cargo insurance.

Non-operating income decreased from 1.9% of revenues, before fuel surcharges, during 2021 to 0.5% of revenues, before fuel surcharges, during 2022. This decrease resulted primarily from a smaller increase in the market value of our marketable equity securities portfolio at December 31, 2022 as compared to December 31, 2021.

- 21 -

Table of Contents

The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased to 83.7% for 2022 from 82.3% for 2021.

2021 Compared to 2020

For the year ended December 31, 2021, truckload services revenue, before fuel surcharges, increased 27.3% to $429.6 million as compared to $337.5 million for the year ended December 31, 2020. The increase relates primarily to a 34.6% increase in our rate per loaded mile, from $1.91 for the year ended December 31, 2020 to $2.58 for the year ended December 31, 2021 and to temporary plant shutdowns in early 2020 experienced by some of our major customers due to COVID-19.

Salaries, wages and benefits decreased from 35.3% of revenues, before fuel surcharges, during 2020 to 30.6% of revenues, before fuel surcharges, during 2021. The percentage-based decrease relates primarily to the interaction of expenses with fixed-cost characteristics, such as general and administrative wages, maintenance wages, and operations wages with the increase in revenues for the periods compared.

Operating supplies and expenses decreased from 10.7% of revenues, before fuel surcharges, during 2020 to 8.3% of revenues, before fuel surcharges, during 2021. The decrease relates primarily to a decrease in the average surcharge-adjusted fuel price paid per gallon of diesel fuel, due to increased fuel surcharge collections from customers, and to for the year ended December 31, 2021 compared to December 31, 2020. The decrease also relates to the interaction of expenses with fixed-cost characteristics, such as rents, driver training schools and operating taxes and licenses.

Rent and purchased transportation increased from 23.2% of revenues, before fuel surcharges, during 2020 to 24.3% of revenues, before fuel surcharges, during 2021. The increase was primarily due to an increase in the rates paid to third-party owner-operators for the year ended December 31, 2021 compared to the year ended December 31, 2020.

Depreciation decreased from 16.5% of revenues, before fuel surcharges, during 2020 to 12.5% of revenues, before fuel surcharges, during 2021. The decrease relates primarily to the interaction of an increase in operating revenues with the fixed-cost nature of depreciation expense.

Insurance and claims increased from 2.6% of revenues, before fuel surcharges, during 2020 to 4.4% of revenues, before fuel surcharges, during 2021. This increase relates primarily to an increase in accident and legal reserves, recognized in 2021 as compared to 2020 and to an increase in the premiums paid for auto liability and cargo insurance.

Other expenses decreased from 3.6% of revenues, before fuel surcharges, during 2020 to 2.5% of revenues, before fuel surcharges, during 2021. This decrease relates primarily to a decrease in outside professional services expenses in 2021 as compared to 2020.

Non-operating income increased from a loss of 0.5% of revenues, before fuel surcharges, during 2020 to a gain of 1.9% of revenues, before fuel surcharges, during 2021. This increase resulted primarily from an increase in the market value of our marketable equity securities portfolio at December 31, 2021 as compared to December 31, 2020.

The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, improved to 82.3% for 2021 from 92.0% for 2020.

- 22 -

Table of Contents

Results of Operations - Logistics and Brokerage Services

The following table sets forth, for logistics and brokerage services, the percentage relationship of expense items to operating revenues, before fuel surcharges, for the periods indicated. Brokerage operations occur specifically in certain divisions; however, brokerage operations occur throughout the Company in similar operations having substantially similar economic characteristics. Rent and purchased transportation, which includes costs paid to third-party carriers, are shown net of fuel surcharges.

Years Ended December 31,
202220212020
Operating revenues, before fuel surcharge100.0%100.0%100.0%
Operating expenses:
Salaries, wages and benefits4.64.65.0
Rent and purchased transportation80.882.586.5
Insurance and claims0.00.00.1
Other1.81.61.7
Total operating expenses87.288.793.3
Operating income12.811.36.7
Non-operating income0.21.00.0
Interest expense(0.5)(0.8)(1.1)
Income before income taxes12.5%11.5%5.6%

2022 Compared to 2021

For the year ended December 31, 2022, logistics and brokerage services revenues, before fuel surcharges, increased 31.3% to $277.8 million as compared to $211.7 million for the year ended December 31, 2021. The increase was primarily related to a 35.8% increase in the number of loads carried for customers during 2022 as compared to 2021, offset by a 3.5% decrease in revenue per load.

Rent and purchased transportation decreased from 82.5% of revenues, before fuel surcharges, in 2021 to 80.8% of revenues, before fuel surcharges, in 2022. The decrease results from paying third-party carriers a smaller percentage of customer revenue.

The logistics and brokerage services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, improved to 87.2% for 2022 from 88.7% for 2021.

2021 Compared to 2020

For the year ended December 31, 2021, logistics and brokerage services revenues, before fuel surcharges, increased 108.6% to $211.7 million as compared to $101.5 million for the year ended December 31, 2020. The increase was primarily related to a 69.5% increase in the number of loads carried for customers during 2021 as compared to 2020, coupled with a 23.1% increase in revenue per load.

Salaries, wages and benefits decreased from 5.0% of revenues, before fuel surcharges, in 2020 to 4.6% of revenues, before fuel surcharges, in 2021. The decrease relates primarily to the effect of higher revenues without a corresponding increase in those wages with fixed cost characteristics, such as general and administrative wages.

Rent and purchased transportation decreased from 86.5% of revenues, before fuel surcharges, in 2020 to 82.5% of revenues, before fuel surcharges, in 2021. The decrease results from paying third-party carriers a smaller percentage of customer revenue.

The logistics and brokerage services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, improved to 88.7% for 2021 from 93.3% for 2020.

- 23 -

Table of Contents

Results of Operations - Combined Services

2022 Compared to 2021

Income tax expense was approximately $28.3 million in 2022, resulting in an effective rate of 23.8%, as compared to approximately $26.0 million, or an effective tax rate of 25.4% in 2021. The effective tax rate is impacted by the effect of state taxes and other factors.

In determining whether a tax asset valuation allowance is necessary, management, in accordance with the provisions of Accounting Standards Codification (“ASC”) 740-10-30, weighs all available evidence, both positive and negative to determine whether, based on the weight of that evidence, a valuation allowance is necessary. If negative conditions exist which indicate a valuation allowance might be necessary, consideration is then given to what effect the future reversals of existing taxable temporary differences and the availability of tax strategies might have on future taxable income to determine the amount, if any, of the required valuation allowance. As of December 31, 2022, management determined that the future reversals of existing taxable temporary differences and available tax strategies would generate sufficient future taxable income to realize its tax assets and therefore a valuation allowance was not necessary.

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the position will be sustained on examination by taxing authorities, based on the technical merits of the position. As of December 31, 2022, an adjustment to the Company’s consolidated financial statements for uncertain tax positions has not been required as management believes that the Company’s tax positions taken in income tax returns filed or to be filed are supported by clear and unambiguous income tax laws. The Company recognizes interest and penalties related to uncertain income tax positions, if any, in income tax expense. During 2022 and 2021, the Company has not recognized or accrued any interest or penalties related to uncertain income tax positions.

The Company and its subsidiaries are subject to U.S. and Canadian federal income tax laws as well as the income tax laws of multiple state jurisdictions. The major tax jurisdictions in which we operate generally provide for a deficiency assessment statute of limitation period of three years and as a result, the Company’s tax years 2019 and forward remain open to examination in those jurisdictions.

The combined net income for all divisions was $90.7 million, or 11.1% of revenues, before fuel surcharge, for 2022 as compared to the combined net income for all divisions of $76.5 million or 11.9% of revenues, before fuel surcharge, for 2021. Diluted earnings per share increased to $4.04 for the year ended December 31, 2022 from $3.35 for the year ended December 31, 2021.

2021 Compared to 2020

Income tax expense was approximately $26.0 million in 2021, resulting in an effective rate of 25.4%, as compared to approximately $5.6 million, or an effective tax rate of 23.8% in 2020. The effective tax rate is impacted by the effect of state taxes and other factors.

In determining whether a tax asset valuation allowance is necessary, management, in accordance with the provisions of Accounting Standards Codification (“ASC”) 740-10-30, weighs all available evidence, both positive and negative to determine whether, based on the weight of that evidence, a valuation allowance is necessary. If negative conditions exist which indicate a valuation allowance might be necessary, consideration is then given to what effect the future reversals of existing taxable temporary differences and the availability of tax strategies might have on future taxable income to determine the amount, if any, of the required valuation allowance. As of December 31, 2021, management determined that the future reversals of existing taxable temporary differences and available tax strategies would generate sufficient future taxable income to realize its tax assets and therefore a valuation allowance was not necessary.

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the position will be sustained on examination by taxing authorities, based on the technical merits of the position. As of December 31, 2021, an adjustment to the Company’s consolidated financial statements for uncertain tax positions has not been required as management believes that the Company’s tax positions taken in income tax returns filed or to be filed are supported by clear and unambiguous income tax laws. The Company recognizes interest and penalties related to uncertain income tax positions, if any, in income tax expense. During 2021 and 2020, the Company has not recognized or accrued any interest or penalties related to uncertain income tax positions.

- 24 -

Table of Contents

The combined net income for all divisions was $76.5 million, or 11.9% of revenues, before fuel surcharge, for 2021 as compared to the combined net income for all divisions of $17.8 million or 4.1% of revenues, before fuel surcharge, for 2020. Diluted earnings per share increased to $3.35 for the year ended December 31, 2021 from $0.77 for the year ended December 31, 2020.

Liquidity and Capital Resources

Our business has required, and will continue to require, a significant investment in new revenue equipment. Our primary sources of liquidity have been funds provided by operations, proceeds from the sales of revenue equipment, borrowings under our lines of credit, installment notes and investment margin account, and issuances of equity securities.

During 2022, we generated $168.8 million in cash from operating activities compared to $101.7 million and $67.6 million in 2021 and 2020, respectively. Investing activities used $113.5 million in cash during 2022 compared to generating $9.3 million and using $32.7 million in 2021 and 2020, respectively. The cash used for investing activities relates primarily to the purchase of Metropolitan Trucking, Inc. during the second quarter of 2022, coupled with purchases of revenue equipment such as trucks and trailers. Financing activities generated $0.3 million in cash during 2022 compared to using $92.8 million during 2021 and $34.9 million during 2020. See the Consolidated Statements of Cash Flows in Item 8 of this Report.

Our primary use of funds is for the purchase of revenue equipment. We typically use installment notes, our existing lines of credit on an interim basis, proceeds from the sale or trade of equipment, and cash flows from operations to finance capital expenditures and repay long-term debt. During 2022 and 2021, we utilized cash on hand, installment notes, and our lines of credit to finance revenue equipment purchases of approximately $82.6 million and $51.9 million, respectively. During 2022, we also utilized $64.3 million of cash for the acquisition of the assets of Metropolitan Trucking, Inc. and related subsidiaries.

We often finance the acquisition of revenue equipment through installment notes with fixed interest rates and terms ranging from 36 to 84 months. At December 31, 2022, the Company’s subsidiaries had combined outstanding indebtedness under such installment notes of $264.3 million. These installment notes are payable in monthly installments, ranging from 36 monthly installments to 84 monthly installments, at a weighted average interest rate of 3.16%. At December 31, 2021, the Company’s subsidiaries had combined outstanding indebtedness under such installment notes of $222.3 million. These installment notes were payable in monthly installments, ranging from 36 to 84 months at a weighted average interest rate of 2.81%.

In order to maintain our truck and trailer fleet count, it is often necessary to purchase replacement units and place them in service before trade units are removed from service. The timing of this process often requires the Company to pay for new units without any reduction in price for trade units. In this situation, the Company later receives payment for the trade units as they are delivered to the equipment vendor and have passed vendor inspection. During the twelve months ended December 31, 2022 and 2021, the Company received approximately $0.0 million and $22.4 million, respectively, for units delivered for trade.

During 2022, we maintained a revolving line of credit with a borrowing limit of $60.0 million. Under this credit facility, amounts outstanding under the line bear interest at Term SOFR plus 1.35% (5.65% at December 31, 2022), are secured by our trade accounts receivable and mature on July 1, 2024. The credit facility also establishes an “unused fee” of 0.25% if average borrowings are less than $18.0 million. At December 31, 2022 outstanding advances on the line of credit were approximately $0.4 million, including approximately $0.3 million in letters of credit, with availability to borrow $59.6 million.

In February 2022, we borrowed $35.5 million under a term loan secured by our real estate. This term loan bears interest at a fixed rate of 3.62%, with principal and interest payable monthly, and matures on March 1, 2032. The loan is secured by mortgages and assignments of rents on the Company’s principal office and four terminal locations.

- 25 -

Table of Contents

Trade accounts receivable increased from $121.9 million at December 31, 2021 to $134.7 million at December 31, 2022. The increase relates to a general increase in freight revenue and fuel surcharge revenue, which flows through the accounts receivable account, during the fourth quarter of 2022 as compared to the freight revenue and fuel surcharge revenue generated during the fourth quarter of 2021.

Marketable equity securities at December 31, 2022 increased approximately $2.3 million as compared to December 31, 2021. The increase resulted from purchases of marketable equity securities of approximately $1.2 million and an increase in the market value of the portfolio of approximately $1.1 million. At December 31, 2022, the remaining marketable equity securities have a combined cost basis of approximately $30.3 million and a combined fair market value of approximately $41.7 million. The Company has developed a strategy to invest in securities from which it expects to receive dividends that qualify for favorable tax treatment, as well as appreciate in value. During 2022, the Company received dividends of approximately $1.5 million. The holding term of these securities depends largely on the general economic environment, the equity markets, borrowing rates, and the Company's cash requirements.

Revenue equipment at December 31, 2022, which generally consists of trucks, trailers, and revenue equipment accessories such as satellite tracking units and auxiliary power units, increased approximately $116.7 million as compared to December 31, 2021. The increase relates primarily to the purchase of assets from Metropolitan Trucking, Inc. and related subsidiaries, and the purchase of new replacement trucks.

Accounts payable increased from $43.4 million at December 31, 2021 to $48.9 million at December 31, 2022. This increase was primarily attributable to the increase in amounts accrued for commissions and parts at the end of 2022. Accounts payable accruals can vary significantly at the end of each reporting period depending on the timing of the actual date of payment in relation to the last day of the reporting period.

Accrued expenses and other liabilities increased from $14.1 million at December 31, 2021 to $34.2 million at December 31, 2022. The increase was primarily related to claims accruals.

Current maturities of long term-debt and long-term debt fluctuations are reviewed on an aggregate basis as the classification of amounts in each category are typically affected merely by the passage of time. Current maturities of long-term debt and long-term debt, on an aggregate basis, at December 31, 2022, increased approximately $42.0 million as compared to December 31, 2021. The increase relates primarily to the financing of real estate and note financing for the purchase of assets from Metropolitan Trucking, Inc. and of new equipment during 2022.

For 2023, we expect to purchase 680 new trucks and 1,000 trailers while continuing to sell or trade equipment that has reached the end of its life cycle, which we expect to result in net capital expenditures of approximately $124.3 million. Management believes we will be able to finance our existing needs for working capital over the next twelve months, as well as acquisitions of revenue equipment and any other asset acquisitions or capital transactions during such period, with cash balances, cash flows from operations, and borrowings believed to be available from financing sources. We will continue to have significant capital requirements over the long-term, which may require us to incur debt or seek additional equity capital. The availability of additional capital will depend upon prevailing market conditions, the market price of our common stock and several other factors over which we have limited control, as well as our financial condition and results of operations. Nevertheless, based on our anticipated future cash flows and sources of financing that we expect will be available to us, we do not expect that we will experience any significant liquidity constraints in the foreseeable future.

Inflation

Inflation has an impact on most of our operating costs. Over the past three years, the effect of inflation has been significant. If the current rate of inflation persists, inflation, coupled with supply chain issues and international events could continue to result in increased costs for drivers, employee wages, equipment, fuel and other costs.

Adoption of Accounting Policies

See “Item 8. Financial Statements and Supplementary Data, Note 1 to the Consolidated Financial Statements – Accounting Policies, Recent Accounting Pronouncements.”

- 26 -

Table of Contents

Critical Accounting Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to adopt accounting policies and make significant judgments and estimates that impact the amounts reported in our consolidated financial statements and accompanying notes. Therefore, the reported amounts of assets, liabilities, revenue, expenses, and associated disclosures of contingent assets and liabilities are affected by judgments and estimates. In some cases, there are alternative assumptions, policies, or estimation techniques that could be used. Management evaluates its assumptions, policies, and estimates on an ongoing basis, utilizing historical experience, and other methods considered reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from our estimates and assumptions, and it is possible that materially different amounts would be reported using differing estimates or assumptions. Management considers our critical accounting estimates to be those that require more significant judgments and estimates when we prepare our consolidated financial statements.

Note 1 in Part II, Item 8 of this Annual Report describes the Company's accounting policies. The following discussion of accounting estimates should be read in conjunction with Note 1, as it provides additional insight into critical accounting estimates. Our critical accounting estimates include the following:

Depreciation and Amortization. Depreciation of trucks and trailers is calculated by the straight-line method over the assets’ estimated useful lives, which generally range from three to ten years, down to an estimated salvage value at the end of the assets’ estimated useful lives. Management must use its judgment in the selection of estimated useful lives and salvage values for purposes of this calculation. In some cases, the Company has agreements in place with certain manufacturers whereby salvage values are guaranteed by the manufacturer. In other cases, where salvage values are not guaranteed, estimates of salvage value are based on the expected market values of equipment at the time of disposal.

The depreciation of trucks and trailers over their estimated useful lives and the determination of any salvage value also require management to make judgments about future events. Therefore, the Company’s management periodically evaluates whether changes to estimated useful lives or salvage values are necessary to ensure these estimates accurately reflect the economic reality of the assets. This periodic evaluation may result in changes in the estimated lives and/or salvage values used by the Company to depreciate its assets, which can affect the amount of periodic depreciation expense recognized and, ultimately, the gain or loss on the disposal of an asset. Future changes in our estimated useful life or salvage value estimates, or fluctuations in market value that are not reflected in current estimates, could have a material effect on the Company’s consolidated financial statements.

Claims accruals. The Company is self-insured for health and workers' compensation benefits up to certain stop-loss limits. Such costs are accrued based on known claims and an estimate of incurred but not reported (IBNR) claims. IBNR claims are estimated using historical lag information and other data either provided by outside claims administrators or developed internally. Actual claims payments may differ from management’s estimates as a result of a number of factors, including evaluation of severity, increases in legal or medical costs, and other case-specific factors. The actual claims payments are charged against the Company’s recorded accrued claims liabilities and have been historically reasonable with respect to the estimates of the liabilities made under the Company’s methodology. However, the estimation process is generally subjective, and to the extent that future actual results materially differ from original estimates made by management, adjustments to recorded accruals may be necessary which could have a material effect on the Company’s consolidated financial statements. Based upon our 2022 health and workers' compensation expenses, a 10% increase in both claims incurred and IBNR claims would increase our annual health and workers' compensation expenses by approximately $0.6 million.

On September 1, 2020, the Company elected to become self-insured for certain layers of auto liability claims in excess of $2.0 million. The Company specifically reserves for claims that are expected to exceed $2.0 million when fully developed, based on the facts and circumstances of those claims.

- 27 -

Table of Contents

FY 2021 10-K MD&A

SEC filing source: 0001437749-22-005995.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-03-11. Report date: 2021-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Business Overview

The Company's administrative headquarters are in Tontitown, Arkansas. From this location we manage operations conducted through our wholly owned subsidiaries based in various locations around the United States, Mexico, and Canada. The operations of these subsidiaries can generally be classified into either truckload services or brokerage and logistics services. This designation is based primarily on the ownership of the asset that performed the freight transportation service. Truckload services are performed by Company divisions that generally utilize Company- owned trucks, long-term contractors, or single-trip contractors to transport loads of freight for customers, while brokerage and logistics services coordinate or facilitate the transport of loads of freight for customers and generally involve the utilization of single-trip contractors. Both our truckload operations and our brokerage/logistics operations have similar economic characteristics and are impacted by virtually the same economic factors as discussed elsewhere in this Report. All of the Company's operations are in the motor carrier segment.

For both operations, substantially all of our revenue is generated by transporting freight for customers and is predominantly affected by the rates per mile received from our customers, equipment utilization, and our percentage of non-compensated miles. These aspects of our business are carefully managed and efforts are continuously underway to achieve favorable results. Truckload services revenues, excluding fuel surcharges, represented 67.0%, 76.9% and 82.7% of total revenues, excluding fuel surcharges for the twelve months ended December 31, 2021, 2020 and 2019, respectively.

The main factors that impact our profitability on the expense side are costs incurred in transporting freight for our customers. Currently, our most challenging costs include fuel, driver recruitment, training, wage and benefit costs, independent broker costs (which we record as purchased transportation), insurance and claims, and maintenance and capital equipment costs.

In discussing our results of operations we use revenue, before fuel surcharge (and operating supplies and expense, net of fuel surcharge), because management believes that eliminating the impact of this sometimes volatile source of revenue allows a more consistent basis for comparing our results of operations from period to period. During 2021, 2020 and 2019, approximately $65.9 million, $47.8 million and $74.7 million, respectively, of the Company's total revenue was generated from fuel surcharges. We also discuss certain changes in our expenses as a percentage of revenue, before fuel surcharge, rather than absolute dollar changes. We do this because we believe the high variable cost nature of certain expenses makes a comparison of changes in expenses as a percentage of revenue more meaningful than absolute dollar changes.

- 20 -

Table of Contents

Results of Operations - Truckload Services

The following table sets forth, for truckload services, the percentage relationship of expense items to operating revenues, before fuel surcharges, for the periods indicated. Operating supplies and expenses are shown net of fuel surcharges.

Years Ended December 31,
202120202019
Operating revenues, before fuel surcharge100.0%100.0%100.0%
Operating expenses:
Salaries, wages and benefits30.635.334.5
Operating supplies and expenses, net of fuel surcharge8.310.76.5
Rent and purchased transportation24.323.228.3
Depreciation12.516.515.0
Insurance and claims4.42.69.8
Other2.53.63.6
(Gain) Loss on sale or disposal of property(0.3)0.10.0
Total operating expenses82.392.097.7
Operating income17.78.02.3
Non-operating income (expense)1.9(0.5)1.5
Interest expense(1.4)(2.2)(2.1)
Income before income taxes18.2%5.3%1.7%

2021 Compared to 2020

For the year ended December 31, 2021, truckload services revenue, before fuel surcharges, increased 27.3% to $429.6 million as compared to $337.5 million for the year ended December 31, 2020. The increase relates primarily to a 34.6% increase in our rate per loaded mile, from $1.91 for the year ended December 31, 2020 to $2.58 for the year ended December 31, 2021 and to temporary plant shutdowns in early 2020 experienced by some of our major customers due to COVID-19.

Salaries, wages and benefits decreased from 35.3% of revenues, before fuel surcharges, during 2020 to 30.6% of revenues, before fuel surcharges, during 2021. The percentage-based decrease relates primarily to the interaction of expenses with fixed-cost characteristics, such as general and administrative wages, maintenance wages, and operations wages with the increase in revenues for the periods compared.

Operating supplies and expenses decreased from 10.7% of revenues, before fuel surcharges, during 2020 to 8.3% of revenues, before fuel surcharges, during 2021. The decrease relates primarily to a decrease in the average surcharge-adjusted fuel price paid per gallon of diesel fuel, due to increased fuel surcharge collections from customers, and to for the year ended December 31, 2021 compared to December 31, 2020. The decrease also relates to the interaction of expenses with fixed-cost characteristics, such as rents, driver training schools and operating taxes and licenses.

Rent and purchased transportation increased from 23.2% of revenues, before fuel surcharges, during 2020 to 24.3% of revenues, before fuel surcharges, during 2021. The increase was primarily due to an increase in the rates paid to third-party owner-operators for the year ended December 31, 2021 compared to the year ended December 31, 2020.

Depreciation decreased from 16.5% of revenues, before fuel surcharges, during 2020 to 12.5% of revenues, before fuel surcharges, during 2021. The decrease relates primarily to the interaction of an increase in operating revenues with the fixed-cost nature of depreciation expense.

Insurance and claims increased from 2.6% of revenues, before fuel surcharges, during 2020 to 4.4% of revenues, before fuel surcharges, during 2021. This increase relates primarily to an increase in accident and legal reserves, recognized in 2021 as compared to 2020 and to an increase in the premiums paid for auto liability and cargo insurance.

Other expenses decreased from 3.6% of revenues, before fuel surcharges, during 2020 to 2.5% of revenues, before fuel surcharges, during 2021. This decrease relates primarily to a decrease in outside professional services expenses in 2021 as compared to 2020.

- 21 -

Table of Contents

Non-operating income increased from a loss of 0.5% of revenues, before fuel surcharges, during 2020 to a gain of 1.9% of revenues, before fuel surcharges, during 2021. This increase resulted primarily from an increase in the market value of our marketable equity securities portfolio at December 31, 2021 as compared to December 31, 2020.

The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, improved to 82.3% for 2021 from 92.0% for 2020.

2020 Compared to 2019

For the year ended December 31, 2020, truckload services revenue, before fuel surcharges, decreased 7.2% to $337.5 million as compared to $363.6 million for the year ended December 31, 2019. The decrease relates primarily to temporary plant shutdowns in early 2020 experienced by some of our major customers due to COVID-19, and to a decrease in the average number of trucks in service from 2,075 during 2019 to 2,004 during 2020. These decreases were partially offset by a 3.9% increase in our rate per loaded mile, from $1.84 for the year ended December 31, 2019 to $1.91 for the year ended December 31, 2020

Salaries, wages and benefits increased from 34.5% of revenues, before fuel surcharges, during 2019 to 35.3% of revenues, before fuel surcharges, during 2020. The percentage-based increase relates primarily to an increase in amounts expensed for group health insurance expense and workers compensation claims expense. Also contributing to the percentage-based increase was the interaction of expenses with fixed-cost characteristics, such as general and administrative wages, maintenance wages, and operations wages with a decrease in revenues for the periods compared. In addition, the proportion of total miles driven by company drivers increased as the number of company drivers increased year-over-year.

Operating supplies and expenses increased from 6.5% of revenues, before fuel surcharges, during 2019 to 10.7% of revenues, before fuel surcharges, during 2020. The increase relates primarily to an increase in the proportion of total miles driven by company drivers for the year ended December 31, 2020 compared to December 31, 2019. This increase in miles driven by company drivers has the effect of increasing our net operating supplies and expenses while decreasing the Rent and purchased transportation category, as fuel surcharge revenue generated from transportation services performed by owner-operators is reflected as a reduction in net operating supplies and expenses, while fuel surcharges paid to owner-operators for their services is reported along with their base rate of pay in the Rent and purchased transportation category.

Rent and purchased transportation decreased from 28.3% of revenues, before fuel surcharges, during 2019 to 23.2% of revenues, before fuel surcharges, during 2020. The decrease was primarily due to a reduction in the proportion of total miles driven by owner-operators for the year ended December 31, 2020 compared to the year ended December 31, 2019.

Depreciation increased from 15.0% of revenues, before fuel surcharges, during 2019 to 16.5% of revenues, before fuel surcharges, during 2020. The increase relates primarily to the interaction of a decrease in operating revenues with the fixed-cost nature of depreciation expense. Also contributing to the increase was an increase in the average number of trailers owned by the company and to a general increase in truck and trailer replacement costs. During 2020, the average number of company-owned trailers increased by 634 as compared to 2019.

Insurance and claims decreased from 9.8% of revenues, before fuel surcharges, during 2019 to 2.6% of revenues, before fuel surcharges, during 2020. This decrease relates primarily to the negative impact, recognized in 2019, of the settlement of a lawsuit which claimed that the Company was in violation of minimum wage laws with regard to certain activities performed by employee drivers and for a lawsuit brought against the Company by certain individuals who asserted that they were misclassified as owner-operators. In addition, the Company became self-insured for certain lower layers of auto liability claims commencing September 1, 2019. During the first nine months of 2019, the Company paid for auto liability insurance coverage in these lower levels through various third-party insurance carriers. The decision to self-insure these layers reduced insurance premium costs from that point through to the annual renewal date of September 1, 2020.

- 22 -

Table of Contents

Non-operating income decreased from a gain of 1.5% of revenues, before fuel surcharges, during 2019 to a loss of 0.5% of revenues, before fuel surcharges, during 2020. This decrease resulted primarily from a decrease in the market value of our marketable equity securities portfolio at December 31, 2020 as compared to December 31, 2019.

The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, improved to 92.0% for 2020 from 97.7% for 2019.

Results of Operations - Logistics and Brokerage Services

The following table sets forth, for logistics and brokerage services, the percentage relationship of expense items to operating revenues, before fuel surcharges, for the periods indicated. Brokerage operations occur specifically in certain divisions; however, brokerage operations occur throughout the Company in similar operations having substantially similar economic characteristics. Rent and purchased transportation, which includes costs paid to third-party carriers, are shown net of fuel surcharges.

Years Ended December 31,
202120202019
Operating revenues, before fuel surcharge100.0%100.0%100.0%
Operating expenses:
Salaries, wages and benefits4.65.05.8
Rent and purchased transportation82.586.586.4
Insurance and claims0.00.10.1
Other1.61.72.4
Total operating expenses88.793.394.7
Operating income11.36.75.3
Non-operating income (expense)1.00.00.8
Interest expense(0.8)(1.1)(1.1)
Income before income taxes11.5%5.6%5.0%

2021 Compared to 2020

For the year ended December 31, 2021, logistics and brokerage services revenues, before fuel surcharges, increased 108.6% to $211.7 million as compared to $101.5 million for the year ended December 31, 2020. The increase was primarily related to a 69.5% increase in the number of loads carried for customers during 2021 as compared to 2020, coupled with a 23.1% increase in revenue per load.

Salaries, wages and benefits decreased from 5.0% of revenues, before fuel surcharges, in 2020 to 4.6% of revenues, before fuel surcharges, in 2021. The decrease relates primarily to the effect of higher revenues without a corresponding increase in those wages with fixed cost characteristics, such as general and administrative wages.

- 23 -

Table of Contents

Rent and purchased transportation decreased from 86.5% of revenues, before fuel surcharges, in 2020 to 82.5% of revenues, before fuel surcharges, in 2021. The decrease results from paying third-party carriers a smaller percentage of customer revenue.

The logistics and brokerage services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, improved to 88.7% for 2021 from 93.3% for 2020.

2020 Compared to 2019

For the year ended December 31, 2020, logistics and brokerage services revenues, before fuel surcharges, increased 33.6% to $101.5 million as compared to $75.9 million for the year ended December 31, 2019. The increase was primarily related to a 36.0% increase in the number of loads carried for customers during 2020 as compared to 2019.

Salaries, wages and benefits decreased from 5.8% of revenues, before fuel surcharges, in 2019 to 5.0% of revenues, before fuel surcharges, in 2020. The decrease relates primarily to the effect of higher revenues without a corresponding increase in those wages with fixed cost characteristics, such as general and administrative wages.

Rent and purchased transportation increased from 86.4% of revenues, before fuel surcharges, in 2019 to 86.5% of revenues, before fuel surcharges, in 2020. The increase results from paying third-party carriers a larger percentage of customer revenue.

The logistics and brokerage services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, improved to 93.3% for 2020 from 94.7% for 2019.

Results of Operations - Combined Services

2021 Compared to 2020

Income tax expense was approximately $26.0 million in 2021, resulting in an effective rate of 25.4%, as compared to approximately $5.6 million, or an effective tax rate of 23.8% in 2020. The effective tax rate is impacted by the effect of state taxes and other factors.

- 24 -

Table of Contents

In determining whether a tax asset valuation allowance is necessary, management, in accordance with the provisions of Accounting Standards Codification (“ASC”) 740-10-30, weighs all available evidence, both positive and negative to determine whether, based on the weight of that evidence, a valuation allowance is necessary. If negative conditions exist which indicate a valuation allowance might be necessary, consideration is then given to what effect the future reversals of existing taxable temporary differences and the availability of tax strategies might have on future taxable income to determine the amount, if any, of the required valuation allowance. As of December 31, 2021, management determined that the future reversals of existing taxable temporary differences and available tax strategies would generate sufficient future taxable income to realize its tax assets and therefore a valuation allowance was not necessary.

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the position will be sustained on examination by taxing authorities, based on the technical merits of the position. As of December 31, 2021, an adjustment to the Company’s consolidated financial statements for uncertain tax positions has not been required as management believes that the Company’s tax positions taken in income tax returns filed or to be filed are supported by clear and unambiguous income tax laws. The Company recognizes interest and penalties related to uncertain income tax positions, if any, in income tax expense. During 2021 and 2020, the Company has not recognized or accrued any interest or penalties related to uncertain income tax positions.

The Company and its subsidiaries are subject to U.S. and Canadian federal income tax laws as well as the income tax laws of multiple state jurisdictions. The major tax jurisdictions in which we operate generally provide for a deficiency assessment statute of limitation period of three years and as a result, the Company’s tax years 2018 and forward remain open to examination in those jurisdictions.

The combined net income for all divisions was $76.5 million, or 11.9% of revenues, before fuel surcharge, for 2021 as compared to the combined net income for all divisions of $17.8 million or 4.1% of revenues, before fuel surcharge, for 2020. Diluted earnings per share increased to $6.69 for the year ended December 31, 2021 from $1.55 for the year ended December 31, 2020.

2020 Compared to 2019

Income tax expense was approximately $5.6 million in 2020, resulting in an effective rate of 23.8%, as compared to approximately $2.2 million, or an effective tax rate of 21.9% in 2019. The effective tax rate is impacted by the existence of partially non-deductible meal and incidental expense per-diem payments to company drivers. Per-diem payments may cause a significant difference in the Company’s effective tax rate from period-to-period as the proportion of non-deductible expenses to pre-tax net income increases or decreases.

- 25 -

Table of Contents

In determining whether a tax asset valuation allowance is necessary, management, in accordance with the provisions of ASC 740-10-30, weighs all available evidence, both positive and negative to determine whether, based on the weight of that evidence, a valuation allowance is necessary. If negative conditions exist which indicate a valuation allowance might be necessary, consideration is then given to what effect the future reversals of existing taxable temporary differences and the availability of tax strategies might have on future taxable income to determine the amount, if any, of the required valuation allowance. As of December 31, 2020, management determined that the future reversals of existing taxable temporary differences and available tax strategies would generate sufficient future taxable income to realize its tax assets and therefore a valuation allowance was not necessary.

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the position will be sustained on examination by taxing authorities, based on the technical merits of the position. As of December 31, 2020, an adjustment to the Company’s consolidated financial statements for uncertain tax positions has not been required as management believes that the Company’s tax positions taken in income tax returns filed or to be filed are supported by clear and unambiguous income tax laws. The Company recognizes interest and penalties related to uncertain income tax positions, if any, in income tax expense. During 2020 and 2019, the Company has not recognized or accrued any interest or penalties related to uncertain income tax positions.

The Company and its subsidiaries are subject to U.S. and Canadian federal income tax laws as well as the income tax laws of multiple state jurisdictions. The major tax jurisdictions in which we operate generally provide for a deficiency assessment statute of limitation period of three years and as a result, the Company’s tax years 2017 and forward remain open to examination in those jurisdictions.

The combined net income for all divisions was $17.8 million, or 4.1% of revenues, before fuel surcharge, for 2020 as compared to the combined net income for all divisions of $7.9 million or 1.8% of revenues, before fuel surcharge, for 2019. Diluted earnings per share increased to $3.09 for the year ended December 31, 2020 from $1.34 for the year ended December 31, 2019.

Liquidity and Capital Resources

Our business has required, and will continue to require, a significant investment in new revenue equipment. Our primary sources of liquidity have been funds provided by operations, proceeds from the sales of revenue equipment, borrowings under our lines of credit, installment notes and investment margin account, and issuances of equity securities.

During 2021, we generated $101.7 million in cash from operating activities compared to $67.6 million and $84.3 million in 2020 and 2019, respectively. Investing activities generated $9.3 million in cash during 2021 compared to using $32.7 million and $62.3 million in 2020 and 2019, respectively. The cash used for investing activities relates primarily to the purchase of revenue equipment such as trucks and trailers. Financing activities used $92.8 million in cash during 2021 compared to using $34.9 million during 2020 and $22.0 million during 2019. See the Consolidated Statements of Cash Flows in Item 8 of this Report.

Our primary use of funds is for the purchase of revenue equipment. We typically use installment notes, our existing lines of credit on an interim basis, proceeds from the sale or trade of equipment, and cash flows from operations to finance capital expenditures and repay long-term debt. During 2021 and 2020, we utilized cash on hand, installment notes, and our lines of credit to finance revenue equipment purchases of approximately $51.9 million and $106.9 million, respectively.

We often finance the acquisition of revenue equipment through installment notes with fixed interest rates and terms ranging from 36 to 84 months. At December 31, 2021, the Company’s subsidiaries had combined outstanding indebtedness under such installment notes of $222.3 million. These installment notes are payable in monthly installments, ranging from 36 monthly installments to 84 monthly installments, at a weighted average interest rate of 2.81%. At December 31, 2020, the Company’s subsidiaries had combined outstanding indebtedness under such installment notes of $250.6 million. These installment notes were payable in monthly installments, ranging from 36 to 84 months at a weighted average interest rate of 3.30%.

- 26 -

Table of Contents

In order to maintain our truck and trailer fleet count, it is often necessary to purchase replacement units and place them in service before trade units are removed from service. The timing of this process often requires the Company to pay for new units without any reduction in price for trade units. In this situation, the Company later receives payment for the trade units as they are delivered to the equipment vendor and have passed vendor inspection. During the twelve months ended December 31, 2021 and 2020, the Company received approximately $22.4 million and $14.8 million, respectively, for units delivered for trade.

During 2021, we maintained a revolving line of credit with a borrowing limit of $60.0 million. Under this credit facility, amounts outstanding under the line bear interest at LIBOR (with a floor of 0.5%, determined as of the first day of each month) plus 1.25% (1.75% at December 31, 2021), are secured by our trade accounts receivable and mature on July 1, 2024. The credit facility also establishes an “unused fee” of 0.25% if average borrowings are less than $18.0 million. At December 31, 2021 outstanding advances on the line of credit were approximately $0.4 million, including approximately $0.3 million in letters of credit, with availability to borrow $59.6 million.

In February 2022, we borrowed $35.5 million under a term loan secured by our real estate. This term loan bears interest at a fixed rate of 2.95%, with principal and interest payable monthly, and matures on January 1, 2032. The loan is secured by mortgages and assignments of rents on the Company’s principal office and four terminal locations.

Trade accounts receivable increased from $77.7 million at December 31, 2020 to $121.9 million at December 31, 2021. The increase relates to a general increase in freight revenue and fuel surcharge revenue, which flows through the accounts receivable account, during the fourth quarter of 2021 as compared to the freight revenue and fuel surcharge revenue generated during the fourth quarter of 2020.

Marketable equity securities at December 31, 2021 increased approximately $11.5 million as compared to December 31, 2020. The increase resulted from purchases of marketable equity securities of approximately $6.4 million and an increase in the market value of the portfolio of approximately $8.2 million, offset by sales of marketable equity securities of $3.1 million. At December 31, 2021, the remaining marketable equity securities have a combined cost basis of approximately $29.4 million and a combined fair market value of approximately $39.4 million. The Company has developed a strategy to invest in securities from which it expects to receive dividends that qualify for favorable tax treatment, as well as appreciate in value. During 2021, the Company received dividends of approximately $1.4 million. The holding term of these securities depends largely on the general economic environment, the equity markets, borrowing rates, and the Company's cash requirements.

Revenue equipment at December 31, 2021, which generally consists of trucks, trailers, and revenue equipment accessories such as Qualcomm™ satellite tracking units and auxiliary power units, decreased approximately $71.6 million as compared to December 31, 2020. The decrease relates primarily to a delay in the trade-in or used trade trucks in exchange for the new replacement trucks. These delayed trades were disposed when payment was received during 2021, which reduced the balance in the Revenue equipment category.

Accounts payable decreased from $46.1 million at December 31, 2020 to $43.4 million at December 31, 2021. This decrease was primarily attributable to the decrease in amounts accrued for fixed asset purchases from $9.1 million at the end of 2020 to $0.3 million at the end of 2021. Accounts payable accruals can vary significantly at the end of each reporting period depending on the timing of the actual date of payment in relation to the last day of the reporting period.

Accrued expenses and other liabilities decreased from $26.6 million at December 31, 2020 to $14.1 million at December 31, 2021. The decrease was primarily related to the use of available cash to pay off the majority of the balance on the Company’s investment margin account.

Current maturities of long term-debt and long-term debt fluctuations are reviewed on an aggregate basis as the classification of amounts in each category are typically affected merely by the passage of time. Current maturities of long-term debt and long-term debt, on an aggregate basis, at December 31, 2021, decreased approximately $63.8 million as compared to December 31, 2020. The decrease relates primarily to the use of available cash to pay down the borrowings on our revolving line of credit and other installment notes.

- 27 -

Table of Contents

For 2022, we expect to purchase 400 new trucks and 1,000 trailers while continuing to sell or trade equipment that has reached the end of its life cycle, which we expect to result in net capital expenditures of approximately $95.1 million. Management believes we will be able to finance our existing needs for working capital over the next twelve months, as well as acquisitions of revenue equipment and any other asset acquisitions or capital transactions during such period, with cash balances, cash flows from operations, and borrowings believed to be available from financing sources. We will continue to have significant capital requirements over the long-term, which may require us to incur debt or seek additional equity capital. The availability of additional capital will depend upon prevailing market conditions, the market price of our common stock and several other factors over which we have limited control, as well as our financial condition and results of operations. Nevertheless, based on our anticipated future cash flows and sources of financing that we expect will be available to us, we do not expect that we will experience any significant liquidity constraints in the foreseeable future.

Inflation

Inflation has an impact on most of our operating costs. Over the past three years, the effect of inflation has been minimal. If the current rate of inflation persists, inflation, coupled with supply chain issues and international events could continue to result in increased costs for drivers, employee wages, equipment, fuel and other costs.

Adoption of Accounting Policies

See “Item 8. Financial Statements and Supplementary Data, Note 1 to the Consolidated Financial Statements – Accounting Policies, Recent Accounting Pronouncements.”

Critical Accounting Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to adopt accounting policies and make significant judgments and estimates that impact the amounts reported in our consolidated financial statements and accompanying notes. Therefore, the reported amounts of assets, liabilities, revenue, expenses, and associated disclosures of contingent assets and liabilities are affected by judgments and estimates. In some cases, there are alternative assumptions, policies, or estimation techniques that could be used. Management evaluates its assumptions, policies, and estimates on an ongoing basis, utilizing historical experience, and other methods considered reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from our estimates and assumptions, and it is possible that materially different amounts would be reported using differing estimates or assumptions. Management considers our critical accounting estimates to be those that require more significant judgments and estimates when we prepare our consolidated financial statements.

Note 1 in Part II, Item 8 of this Annual Report describes the Company's accounting policies. The following discussion of accounting estimates should be read in conjunction with Note 1, as it provides additional insight into critical accounting estimates. Our critical accounting estimates include the following:

Depreciation and Amortization. Depreciation of trucks and trailers is calculated by the straight-line method over the assets’ estimated useful lives, which generally range from three to ten years, down to an estimated salvage value at the end of the assets’ estimated useful lives. Management must use its judgment in the selection of estimated useful lives and salvage values for purposes of this calculation. In some cases, the Company has agreements in place with certain manufacturers whereby salvage values are guaranteed by the manufacturer. In other cases, where salvage values are not guaranteed, estimates of salvage value are based on the expected market values of equipment at the time of disposal.

- 28 -

Table of Contents

The depreciation of trucks and trailers over their estimated useful lives and the determination of any salvage value also require management to make judgments about future events. Therefore, the Company’s management periodically evaluates whether changes to estimated useful lives or salvage values are necessary to ensure these estimates accurately reflect the economic reality of the assets. This periodic evaluation may result in changes in the estimated lives and/or salvage values used by the Company to depreciate its assets, which can affect the amount of periodic depreciation expense recognized and, ultimately, the gain or loss on the disposal of an asset. Future changes in our estimated useful life or salvage value estimates, or fluctuations in market value that are not reflected in current estimates, could have a material effect on the Company’s consolidated financial statements.

Claims accruals. The Company is self-insured for health and workers' compensation benefits up to certain stop-loss limits. Such costs are accrued based on known claims and an estimate of incurred but not reported (IBNR) claims. IBNR claims are estimated using historical lag information and other data either provided by outside claims administrators or developed internally. Actual claims payments may differ from management’s estimates as a result of a number of factors, including evaluation of severity, increases in legal or medical costs, and other case-specific factors. The actual claims payments are charged against the Company’s recorded accrued claims liabilities and have been historically reasonable with respect to the estimates of the liabilities made under the Company’s methodology. However, the estimation process is generally subjective, and to the extent that future actual results materially differ from original estimates made by management, adjustments to recorded accruals may be necessary which could have a material effect on the Company’s consolidated financial statements. Based upon our 2021 health and workers' compensation expenses, a 10% increase in both claims incurred and IBNR claims would increase our annual health and workers' compensation expenses by approximately $0.5 million.

On September 1, 2020, the Company elected to become self-insured for certain layers of auto liability claims in excess of $2.0 million. The Company specifically reserves for claims that are expected to exceed $2.0 million when fully developed, based on the facts and circumstances of those claims.