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enant Logistics (CVLG) - 2023 Q3 - Earnings Call Transcript
2023-10-29 18:32
Covenant Logistics Group, Inc. (NASDAQ:CVLG) Q3 2023 Earnings Conference Call October 26, 2023 10:00 AM ET Company Participants Tripp Grant - EVP and CFO Paul Bunn - President and COO David Parker - Founder and CEO Conference Call Participants Jason Seidl - TD Cowen Jack Atkins - Stephens Michael Vermut - Newland Capital Scott Group - Wolfe Research Operator Welcome to today's Covenant Logistics Group Third Quarter Earnings Release Conference Call. Our host for today's call is Tripp Grant. At this time, all ...
enant Logistics (CVLG) - 2023 Q2 - Quarterly Report
2023-08-08 16:00
PART I [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Condensed financial statements for Q2 2023 reflect decreased revenue and net income due to a challenging freight market, with balance sheet expansion from the LTST acquisition Q2 and Six-Month Financial Performance Summary (2023 vs 2022) | Financial Metric | Q2 2023 | Q2 2022 | Six Months 2023 | Six Months 2022 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | $274.0M | $317.4M | $540.9M | $609.0M | | **Operating Income** | $11.8M | $26.9M | $29.4M | $50.7M | | **Net Income** | $12.3M | $24.5M | $28.9M | $46.7M | | **Diluted EPS** | $0.91 | $1.56 | $2.10 | $2.86 | Condensed Consolidated Balance Sheet Summary | Balance Sheet Item | June 30, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | **Total Current Assets** | $198.9M | $222.7M | | **Total Assets** | $870.5M | $796.6M | | **Total Current Liabilities** | $154.0M | $156.1M | | **Total Liabilities** | $490.8M | $419.5M | | **Total Stockholders' Equity** | $379.7M | $377.1M | - Net cash provided by operating activities for the first six months of 2023 decreased significantly to **$12.4 million** from **$76.9 million** in the prior-year period, primarily due to lower net income and an increase in accounts receivable[137](index=137&type=chunk)[303](index=303&type=chunk) - The company acquired Lew Thompson & Son Trucking, Inc. (LTST) on April 26, 2023, for a total consideration of **$109.9 million**, including cash and contingent consideration, reported within the Dedicated segment[176](index=176&type=chunk)[227](index=227&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q2 2023 financial declines due to a challenging freight market, highlighting operational resilience, strategic acquisitions, and liquidity management [Executive Overview](index=30&type=section&id=Executive%20Overview) Management acknowledges challenging market conditions and lower Q2 2023 results, emphasizing operational resilience, strategic diversification via LTST acquisition, and strong liquidity - Q2 2023 diluted EPS was **$0.91**, down from **$1.56** in Q2 2022, reflecting what management believes to be the trough of the freight cycle[243](index=243&type=chunk)[245](index=245&type=chunk) - The company acquired LTST on April 26, 2023, a dedicated contract carrier specializing in poultry transportation, to build a more resilient and diversified operating model[243](index=243&type=chunk) - Total indebtedness, net of cash, increased by **$140.9 million** since year-end 2022, primarily due to the LTST acquisition (**$99.9 million** net cash paid) and stock repurchases (**$25.3 million**)[4](index=4&type=chunk) - The company's asset-based segments (Expedited and Dedicated) contributed approximately **68%** of total revenue and **93%** of operating income in Q2 2023[3](index=3&type=chunk) [Results of Consolidated Operations](index=36&type=section&id=Results%20of%20Consolidated%20Operations) Consolidated Q2 2023 revenue decreased by 13.7% due to segment declines, while operating expenses showed mixed changes, with increased depreciation and amortization Consolidated Revenue (Q2 2023 vs Q2 2022) | Revenue Type | Q2 2023 | Q2 2022 | Change (%) | | :--- | :--- | :--- | :--- | | Freight Revenue | $243.7M | $266.9M | (8.7%) | | Fuel Surcharge Revenue | $30.3M | $50.5M | (40.0%) | | **Total Revenue** | **$274.0M** | **$317.4M** | **(13.7%)** | - Salaries, wages, and related expenses increased slightly to **$101.3 million** from **$101.1 million** in Q2 2022, primarily due to driver and non-driver pay increases and executive retirement costs, which offset the impact of reduced miles[257](index=257&type=chunk)[283](index=283&type=chunk) - Net fuel expense as a percentage of freight revenue increased to **1.4%** in Q2 2023 from **0.5%** in Q2 2022, due to lower fuel surcharge recovery despite a **29.0%** year-over-year decrease in DOE fuel prices[16](index=16&type=chunk)[17](index=17&type=chunk)[77](index=77&type=chunk) - Depreciation and amortization increased to **$18.9 million** in Q2 2023 from **$13.9 million** in Q2 2022, driven by higher costs for new equipment and amortization from the AAT and LTST acquisitions[267](index=267&type=chunk)[293](index=293&type=chunk) [Results of Segment Operations](index=42&type=section&id=Results%20of%20Segment%20Operations) Q2 2023 segment performance shows declines in Expedited and Managed Freight, reduced Dedicated revenue with increased operating income, and growth in Warehousing Segment Performance (Q2 2023 vs Q2 2022) | Segment | Revenue Q2 2023 | Revenue Q2 2022 | Operating Income Q2 2023 | Operating Income Q2 2022 | | :--- | :--- | :--- | :--- | :--- | | **Expedited** | $104.1M | $121.6M | $5.8M | $14.6M | | **Dedicated** | $81.2M | $96.8M | $3.2M | $2.9M | | **Managed Freight** | $63.3M | $80.3M | $1.9M | $8.6M | | **Warehousing** | $25.5M | $18.7M | $0.8M | $0.8M | - Expedited revenue and operating income fell due to a **10.3%** decrease in average rate per total mile, despite a **9.5%** increase in miles per unit[322](index=322&type=chunk) - Dedicated revenue decreased due to a **14.8%** reduction in average tractors as the company exited underperforming contracts, partially offset by the LTST acquisition[3](index=3&type=chunk)[28](index=28&type=chunk) - Managed Freight profitability dropped sharply as a result of reduced volumes of high-margin overflow freight from the Expedited and Dedicated segments[51](index=51&type=chunk)[219](index=219&type=chunk) [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains adequate liquidity with $48.2 million available under its Credit Facility, despite decreased working capital and significant cash uses for acquisitions and capital expenditures - Net capital expenditures for the first six months of 2023 were **$111.9 million**, compared to **$63.0 million** in the prior year period, reflecting the delivery of 234 new tractors and 262 new trailers[54](index=54&type=chunk) - Net cash provided by financing was **$40.1 million** for the first six months of 2023, driven by net borrowings of **$76.9 million**, partially offset by **$25.4 million** in stock repurchases and **$2.9 million** in dividends[81](index=81&type=chunk) - The Board amended the stock repurchase program in January 2023, authorizing purchases up to **$55.0 million**, with the company repurchasing a total of **2.7 million** shares of its Class A common stock since May 2022[34](index=34&type=chunk)[216](index=216&type=chunk) - As of June 30, 2023, the company had working capital of **$44.9 million** and available borrowing capacity of **$48.2 million** under its Credit Facility[4](index=4&type=chunk)[300](index=300&type=chunk)[301](index=301&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) No material changes in market risks were reported since the 2022 Form 10-K - No material changes in market risks were reported since the 2022 Form 10-K[331](index=331&type=chunk) [Item 4. Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were ineffective due to an incorrect input in the LTST acquisition significance calculation, leading to a delayed Form 8-K filing, though financial statements were unaffected - A deficiency was identified where an incorrect input was used in the significance calculation for the LTST acquisition[37](index=37&type=chunk) - This resulted in the failure to file required LTST audited financial statements and pro forma information on Form 8-K, with an amendment filed to disclose this and statements to be filed when available[37](index=37&type=chunk) - The deficiency did not impact the company's current or historical financial statements[37](index=37&type=chunk) - No other material changes to internal control over financial reporting occurred during the quarter[38](index=38&type=chunk) PART II OTHER INFORMATION [Item 1. Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) Legal proceedings, primarily routine personal injury and property damage claims, are detailed in Note 10 of the financial statements - Legal proceeding details are located in Note 10 of the financial statements[39](index=39&type=chunk) - The company is involved in ordinary course litigation, primarily related to personal injury and property damage claims from freight transportation[200](index=200&type=chunk) [Item 1A. Risk Factors](index=49&type=section&id=Item%201A.%20Risk%20Factors) No material changes to business risk factors were reported compared to prior 10-Q and 2022 10-K filings - No material changes to risk factors were reported compared to the prior 10-Q and the 2022 10-K[40](index=40&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=50&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased 129,320 shares for $4.5 million in Q2 2023, with $32.6 million remaining under the authorized stock repurchase program Stock Repurchases in Q2 2023 | Period | Total Shares Purchased | Average Price Paid per Share | Approx. Dollar Value Remaining | | :--- | :--- | :--- | :--- | | April 1-30, 2023 | 129,320 | $34.71 | $32,620,200 | | May 1-31, 2023 | - | - | $32,620,200 | | June 1-30, 2023 | - | - | $32,620,200 | | **Total** | **129,320** | | **$32,620,200** | - The Board amended the stock repurchase program on January 30, 2023, authorizing the purchase of up to an aggregate **$55.0 million** of Class A common stock[311](index=311&type=chunk)[34](index=34&type=chunk) [Item 3. Defaults Upon Senior Securities](index=50&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable - Not applicable[84](index=84&type=chunk)[312](index=312&type=chunk) [Item 5. Other Information](index=50&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated a Rule 10b5-1 trading arrangement during Q2 2023 - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement during Q2 2023[68](index=68&type=chunk) [Item 6. Exhibits](index=51&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO/CFO certifications and LTST acquisition agreements - Key exhibits filed include CEO and CFO certifications (Exhibits 31.1, 31.2, 32.1, 32.2) and the Stock Purchase Agreement for the LTST acquisition (Exhibit 10.4)[69](index=69&type=chunk)
enant Logistics (CVLG) - 2023 Q2 - Earnings Call Transcript
2023-07-28 03:23
Covenant Logistics Group, Inc. (NASDAQ:CVLG) Q2 2023 Earnings Conference Call July 28, 2023 10:00 AM ET Company Participants Tripp Grant - Executive Vice President and Chief Financial Officer Paul Bunn - President and Chief Operating Officer David Parker - Founder and CEO Conference Call Participants Jason Seidl - TD Cowen Scott Group - Wolfe Research, LLC Jack Atkins - Stephens Barry Haimes - Sage Asset Management Operator Welcome to today's Covenant Logistics Group Second Quarter Earnings Release Conferen ...
enant Logistics (CVLG) - 2023 Q1 - Quarterly Report
2023-05-04 16:00
(Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Nevada 88-0320154 (State or other jurisdiction of incorporation (I.R.S. Employer Identification No.) or organization) Securities registered pursuant to Section 12(b) of the Act: Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the ...
enant Logistics (CVLG) - 2023 Q1 - Earnings Call Transcript
2023-04-28 18:44
Covenant Logistics Group, Inc. (NASDAQ:CVLG) Q1 2023 Earnings Conference Call April 28, 2023 10:00 AM ET Company Participants James Grant - EVP & CFO Paul Bunn - President & COO David Parker - Chairman & CEO Conference Call Participants Jack Atkins - Stephens Inc. Bert Subin - Stifel, Nicolaus & Company Scott Group - Wolfe Research Elliot Alper - TD Cowen Operator Welcome to today's Covenant Logistics Group Q1 '23 Earnings Release Conference Call. Our host for today's call is Tripp Grant. [Operator Instruct ...
enant Logistics (CVLG) - 2022 Q4 - Annual Report
2023-02-27 16:00
Title of each class Trading Symbol(s) Name of each exchange on which registered $0.01 Par Value Class A common stock CVLG The NASDAQ Global Select Market Commission file number 0-24960 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. ☐ Yes ☒ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller report ...
enant Logistics (CVLG) - 2022 Q4 - Earnings Call Transcript
2023-01-26 21:48
Covenant Logistics Group (NASDAQ:CVLG) Q4 2022 Earnings Conference Call January 26, 2022 10:00 AM ET Company Participants Tripp Grant - Executive Vice President & Chief Financial Officer Paul Bunn - Senior Executive Vice President & Chief Operating Officer David Parker - Chief Executive Officer Joey Hogan - President Conference Call Participants Jason Seidl - Cowen Jack Atkins - Stephens Bert Subin - Stifel Operator Welcome to today's Covenant Logistics Group Fourth Quarter Earnings Release Conference Call. ...
enant Logistics (CVLG) - 2022 Q3 - Quarterly Report
2022-11-03 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-24960 COVENANT LOGISTICS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 88-0320154 (State or other ...
enant Logistics (CVLG) - 2022 Q3 - Earnings Call Transcript
2022-10-21 16:06
Covenant Logistics Group Inc. (NYSE:CVLG) Q3 2022 Earnings Conference Call October 21, 2022 9:00 AM ET Company Participants David Parker - Chief Executive Officer Joey Hogan - President Paul Bunn - Senior Executive Vice President, Chief Operating Officer Tripp Grant - Executive Vice President, Chief Financial Officer Conference Call Participants Jason Seidl - Cowen Scott Group - Wolfe Research Jack Atkins - Stephens Bert Subin - Stifel Barry Haimes - Sage Asset Management Operator Welcome to today’s Covena ...
enant Logistics (CVLG) - 2022 Q2 - Quarterly Report
2022-08-04 16:00
PART I FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The financial statements for the period ended June 30, 2022, show significant year-over-year growth in revenue and net income, with total assets increasing to $701.0 million and net income rising to $24.5 million in Q2 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2022, total assets grew to $701.0 million from $651.7 million at year-end 2021, primarily due to acquisitions and investments, while total liabilities rose to $345.0 million | Balance Sheet Items (in thousands) | June 30, 2022 (unaudited) | Dec 31, 2021 | | :--- | :--- | :--- | | **Total Current Assets** | $172,987 | $188,527 | | **Net Property and Equipment** | $357,644 | $346,483 | | **Goodwill** | $58,217 | $42,518 | | **Total Assets** | **$701,018** | **$651,662** | | **Total Current Liabilities** | $150,443 | $142,745 | | **Total Liabilities** | **$344,987** | **$301,963** | | **Total Stockholders' Equity** | **$356,031** | **$349,699** | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q2 2022, total revenue increased 23.8% year-over-year to $317.4 million, and net income grew 59.1% to $24.5 million, with diluted EPS reaching $1.56 | Metric (in thousands, except per share) | Q2 2022 | Q2 2021 | YTD 2022 | YTD 2021 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | $317,377 | $256,324 | $608,962 | $477,213 | | **Operating Income** | $26,873 | $18,332 | $50,720 | $28,843 | | **Net Income** | $24,526 | $15,417 | $46,693 | $26,559 | | **Diluted EPS** | $1.56 | $0.91 | $2.86 | $1.56 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2022, net cash from operating activities more than doubled to $76.9 million, while cash was primarily used for the AAT acquisition and share repurchases | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | **Net cash from operating activities** | $76,903 | $34,123 | | **Net cash (used) by investing activities** | $(62,965) | $19,780 | | **Net cash (used) by financing activities** | $(17,887) | $(57,344) | | **Net change in cash** | $(3,949) | $(3,441) | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail segment performance, debt, leases, the AAT acquisition, and share repurchases, highlighting strong growth across segments and significant contributions from the TEL equity investment - The company acquired 100% of AAT Carriers, Inc. on February 9, 2022, for a total consideration of **$54.8 million**, including up to **$20.0 million** in contingent earnouts. AAT's results are reported within the Expedited segment[89](index=89&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk) - The company's 49% interest in Transport Enterprise Leasing, LLC (TEL) contributed **$13.9 million** to pre-tax income in the first six months of 2022, more than double the **$6.3 million** from the same period in 2021[85](index=85&type=chunk)[165](index=165&type=chunk) - A new stock repurchase authorization of up to **$75.0 million** was approved on May 18, 2022. During the six months ended June 30, 2022, the company repurchased a total of **$43.4 million** of its common stock[100](index=100&type=chunk)[189](index=189&type=chunk) | Segment Performance (Six Months Ended June 30, in thousands) | Revenue 2022 | Revenue 2021 | Operating Income 2022 | Operating Income 2021 | | :--- | :--- | :--- | :--- | :--- | | **Expedited** | $220,440 | $165,849 | $23,941 | $16,436 | | **Dedicated** | $185,714 | $157,314 | $5,523 | $(1,990) | | **Managed Freight** | $166,432 | $123,032 | $19,458 | $12,261 | | **Warehousing** | $36,376 | $31,018 | $1,798 | $2,136 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management reported record Q2 adjusted EPS of $1.63 despite cost inflation, with all segments performing well and a full-year adjusted EPS forecast of at least $5.00 [Executive Overview and Outlook](index=29&type=section&id=Executive%20Overview%20and%20Outlook) The company achieved its highest quarterly earnings in Q2 2022 with adjusted EPS of $1.63, and anticipates full-year adjusted EPS of at least $5.00 due to revenue growth, segment improvement, and cost control - Achieved the highest earnings for any quarter in the Company's history, with non-GAAP adjusted earnings per share of **$1.63**[106](index=106&type=chunk) - The company expects a combination of higher revenue, improvement in the Dedicated segment, contribution from the AAT acquisition, cost control, and stock repurchases to generate adjusted EPS for the full year of at least **$5.00 per share**[113](index=113&type=chunk) - The equity investment in TEL contributed **$7.1 million** of pre-tax earnings in Q2 2022, a significant increase from **$3.4 million** in Q2 2021[112](index=112&type=chunk) [Results of Consolidated Operations](index=35&type=section&id=Results%20of%20Consolidated%20Operations) Total revenue for Q2 2022 increased due to freight revenue growth across all segments, while salaries and wages decreased as a percentage of revenue, and net fuel expense declined despite higher fuel prices | Expense as % of Freight Revenue | Q2 2022 | Q2 2021 | YTD 2022 | YTD 2021 | | :--- | :--- | :--- | :--- | :--- | | **Salaries, wages, and related** | 37.9% | 38.1% | 37.5% | 39.5% | | **Fuel expense** | 18.2% | 11.4% | 16.0% | 11.4% | | **Net fuel expense** | 0.5% | 1.8% | 1.0% | 1.9% | | **Insurance and claims** | 5.1% | 4.1% | 4.3% | 4.0% | - Insurance and claims per mile cost increased to **18.5 cents** for Q2 2022 from **12.8 cents** in Q2 2021, primarily due to unfavorable development of a small number of prior period claims[151](index=151&type=chunk) [Results of Segment Operations](index=42&type=section&id=Results%20of%20Segment%20Operations) All four segments contributed to revenue growth, driven by increased average freight revenue per tractor per week in Expedited, higher average rate per total mile in Dedicated, and growth in Managed Freight and Warehousing - Expedited segment's Q2 revenue increase was driven by a **17.7%** increase in average freight revenue per tractor per week, resulting from a **21.5%** increase in average rate per total mile[169](index=169&type=chunk) - Dedicated segment's Q2 revenue increased due to a **24.5%** increase in average rate per total mile, which offset a **7.6%** decrease in the average number of tractors[171](index=171&type=chunk) - Managed Freight revenue increased due to handling overflow freight from truckload operations and growth in revenue per load[173](index=173&type=chunk) [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong liquidity position with $22.5 million in working capital and $85.7 million available under its credit facility, with net capital expenditures for H1 2022 totaling $63.0 million - As of June 30, 2022, the company had working capital of **$22.5 million** and available borrowing capacity of **$85.7 million** under its Credit Facility[178](index=178&type=chunk)[181](index=181&type=chunk) - Net capital expenditures for the first six months of 2022 totaled **$63.0 million**, largely due to the AAT acquisition. The forecast for the remainder of 2022 is a range of **$10.0 million to $20.0 million**[182](index=182&type=chunk)[183](index=183&type=chunk) - The company repurchased **$43.4 million** of its Class A common stock in the first six months of 2022 and distributed **$2.0 million** in dividends[183](index=183&type=chunk)[188](index=188&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company states that its market risks have not materially changed from those reported in its Form 10-K for the year ended December 31, 2021 - There have been no material changes to the company's market risks since the 2021 year-end report[192](index=192&type=chunk) [Item 4. Controls and Procedures](index=48&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2022, with no material changes in internal control over financial reporting during the quarter - Based on an evaluation as of June 30, 2022, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective[194](index=194&type=chunk) - No changes occurred in the company's internal control over financial reporting during the second quarter of 2022 that have materially affected, or are reasonably likely to materially affect, internal controls[197](index=197&type=chunk) PART II OTHER INFORMATION [Item 1. Legal Proceedings](index=49&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates by reference the information on legal proceedings detailed in Note 10, "Commitments and Contingencies," of the condensed consolidated financial statements - Information regarding legal proceedings is provided in Note 10 of the financial statements, which discusses several lawsuits that have been settled or are being defended[198](index=198&type=chunk)[76](index=76&type=chunk)[78](index=78&type=chunk) [Item 1A. Risk Factors](index=50&type=section&id=Item%201A.%20Risk%20Factors) This section refers the reader to the detailed discussion of risks and uncertainties associated with the company's business as described in "Item 1A. Risk Factors" of the Form 10-K for the year ended December 31, 2021 - The company directs investors to its 2021 Form 10-K for a comprehensive description of the risks and uncertainties associated with its business[200](index=200&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=51&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q2 2022, the company repurchased 1,316,251 shares of its Class A common stock, with a new $75.0 million authorization approved in May 2022, leaving approximately $61.6 million available | Period (2022) | Total Shares Purchased | Average Price Paid | Value Remaining in Program ($) | | :--- | :--- | :--- | :--- | | April 1-30 | 510,450 | $19.59 | $13,219,309 | | May 1-31 | 311,534 | $21.91 | $73,373,910 | | June 1-30 | 494,267 | $23.75 | $61,635,068 | | **Total Q2** | **1,316,251** | | **$61,635,068** | - On May 18, 2022, the Board approved a new stock repurchase authorization of up to **$75.0 million**, replacing all prior authorizations[203](index=203&type=chunk) [Item 3. Defaults Upon Senior Securities](index=51&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Not applicable. The company reports no defaults upon senior securities - The company reported that this item is not applicable[205](index=205&type=chunk) [Item 4. Mine Safety Disclosures](index=51&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable. The company reports no mine safety disclosures - The company reported that this item is not applicable[206](index=206&type=chunk) [Item 5. Other Information](index=51&type=section&id=Item%205.%20Other%20Information) Not applicable. The company reports no other information - The company reported that this item is not applicable[207](index=207&type=chunk) [Item 6. Exhibits](index=52&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including amendments to credit agreements, CEO and CFO certifications, and XBRL data files - Exhibits filed include the Nineteenth Amendment to the Credit Agreement, CEO and CFO certifications (Sections 302 and 906), and interactive data files (XBRL)[209](index=209&type=chunk)