News Release

COVENANT TRANSPORT SERVICES:

Covenant Transportation Group acquires Greeneville, Tenn.-based Landair Holdings, Inc. in $83 million transaction

Landair Transport, Inc. and Landair Logistics, Inc. join Covenant Transport Services family of brands

Chattanooga, Tenn. (July 5, 2018) — Covenant Transportation Group, Inc. announced this week that it has completed the acquisition of Landair Holdings, Inc. (“Landair”) of Greeneville, Tennessee, the holding company for Landair Transport, Inc. and Landair Logistics, Inc.

Landair is a leading dedicated and for-hire truckload carrier, as well as a supplier of 3PL transportation, warehousing and logistics inventory management services. Under the terms of the agreement, CTG purchased 100 percent of Landair’s outstanding stock in exchange for approximately $83 million in cash.

At closing, Landair also had approximately $15.5 million of debt, which CTG has refinanced.

Transaction Highlights:

  • Landair is expected to be immediately accretive to CTG’s earnings
  • John Tweed will continue to lead the Landair business as its President
  • CTG expects to maintain Landair’s Greeneville, Tennessee headquarters
  • Landair’s employees and customers should notice little change moving forward

Landair was founded in 1981 by Scott Niswonger and Ed Sayler. Presently, Landair operates approximately 430 trucks and 900 trailers, as well as managing 12 distribution facilities covering approximately 1.8 million square feet of warehouse space.

Landair also has a safe and experienced corps of professional drivers. Landair generated approximately $121 million in total revenue for the year ended Dec. 31, 2017. Approximately $60 million of Landair’s fiscal 2017 total revenue related to dedicated truckload operations, $41 million related to managed freight services, and the remaining $20 million related to one-way truckload operations.

CTG’s Chairman and Chief Executive Officer, David R. Parker, offered the following comments:

“We are very pleased to welcome the entire Landair team to the Covenant family. We pursued Landair because of their proven record of growth and profitability in the dedicated and 3PL markets, their talented management team led by John Tweed, and the quality and integrity of their culture represented by their co-founder, Scott Niswonger. Landair is a perfect fit with our strategy to grow in areas where we can get closer and more heavily integrated with customers. We believe the backing of CTG will provide additional resources to expand Landair’s dedicated truckload operations to best meet the needs of its strong customer base, as well as improve profit margins through identified cost synergies. Additionally, Landair’s existing managed freight business is expected to immediately improve CTG’s collective managed freight service offering, adding experience, human capital and important additional systems capabilities.”

Scott Niswonger added: “Today is the start of the next chapter in the Landair story. We are blessed to have identified a strategic buyer that was founded on faith-based principles and is committed to continued investment in our business and people.”

John Tweed, President of Landair, said, “I am excited about this combination because it will give Landair and its customers access to, and the benefit of, the comprehensive resources of CTG. Continued growth at the pace we are experiencing requires access to the resources and support of a strong partner like CTG. The alignment in company cultures should enable a smooth integration of the two well-respected organizations.”

The Landair acquisition is expected to be immediately accretive to CTG’s earnings. CTG’s estimate of Landair’s pro forma fiscal 2018 EBITDA is a range of $18.5 to $19 million. The transaction is expected to add in the range of 4 cents to 8 cents per diluted share to CTG’s consolidated earnings for the second half of fiscal 2018, and 16 cents to 20 cents per diluted share to consolidated earnings for the full fiscal 2019 year.

Cost reduction opportunities at Landair have been identified in equipment, fuel, workers’ compensation and casualty insurance, over the road services, and other areas. The range of earnings accretion expectations should narrow as additional information becomes available concerning the allocation of intangibles and determination of the magnitude of non-cash amortization associated with the acquisition, as well as the pace at which we will be able to drive cost and revenue synergies through the combined organization.

For more information about the acquisition, visit www.covenanttransport.com/investors.

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About Covenant Transport Services

Covenant Transport Services is a registered tradename of Covenant Transport, Inc., Covenant Transport Solutions, Inc., Southern Refrigerated Transport, Inc., Star Transportation, Inc. and Landair Transport and Landair Logistics of Greeneville, Tenn. Covenant Transport Services represents more than 30 years of expertise and leadership in expedited and team truckload; temperature-controlled truckload; dedicated truckload; and managed transportation services. Covenant Transport Services is represented by a national enterprise-wide sales team. Covenant Transportation Group, Inc. (CTG) is the parent holding company for several transportation providers that offer premium services for customers throughout the United States and Mexico. The consolidated group includes operations from Covenant Transport, Inc. and Covenant Transport Solutions, Inc., of Chattanooga, Tenn.; Southern Refrigerated Transport, Inc., of Texarkana, Ark.; and Star Transportation, Inc., of Nashville, Tenn. In addition, Transport Enterprise Leasing, LLC, of Chattanooga, Tenn. is an integral affiliated company providing revenue equipment sales and leasing services to the trucking industry. CTG’s Class A common stock is traded on the NASDAQ Global Select market under the symbol, “CVTI.”

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