PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED BALANCE SHEETS

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

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

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

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

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

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

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

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

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

MARTEN TRANSPORT, LTD.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NINETHREE MONTHS ENDED SEPTEMBER 30, 2022MARCH 31, 2023

(Unaudited)

(1) Consolidated Condensed Financial Statements

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements, and therefore do not include all information and disclosures required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, such statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary to fairly present our consolidated financial condition, results of operations and cash flows for the interim periods presented. The results of operations for any interim period do not necessarily indicate the results for the full year. The unaudited interim consolidated condensed financial statements should be read with reference to the consolidated financial statements and notes to consolidated financial statements in our 20212022 Annual Report on Form 10-K.

(2) Earnings per Common Share

Basic and diluted earnings per common share were computed as follows:

Options totaling 512,500122,000 and 535,600452,000 equivalent shares for the three-month and nine-month periods ended September 30,March 31, 2023 and 2022, respectively, and 339,450 and 328,550 equivalent shares for the three-month and nine-month periods ended September 30, 2021, respectively, were outstanding but were not included in the calculation of diluted earnings per share because including the options in the denominator would be antidilutive, or decrease the number of weighted-average shares, due to their exercise prices exceeding the average market price of the common shares, or because inclusion of average unrecognized compensation expense in the calculation would cause the options to be antidilutive.

Unvested performance unit awards totaling 16,59049,560 equivalent shares for each of the three-month and nine-month periodsperiod ended September 30, 2022, and 66,912 equivalent shares for each of the three-month and nine-month periods ended September 30, 2021,March 31, 2023 were considered outstanding but were not included in the calculation of diluted earnings per share because inclusion of average unrecognized compensation expense in the calculation would cause the performance units to be antidilutive. There were no such equivalent shares for the three-month period ended March 31, 2022.

(3) Long-Term Debt

In August 2022, we entered into a credit agreement that provides for an unsecured committed credit facility with an aggregate principal amount of $30.0 million which matures in August 2027. The credit agreement amends, restates and continues in its entirety our previous credit agreement, as amended. At September 30, 2022,March 31, 2023, there was no outstanding principal balance on the facility. As of that date, we had outstanding standby letters of credit to guarantee settlement of self-insurance claims of $16.1 million and remaining borrowing availability of $13.9 million. At December 31, 2021,2022, there was also no outstanding principal balance on the facility. As of that date, we had outstanding standby letters of credit of $18.5$16.1 million on the facility. This facility bears interest at a variable rate based on the Term SOFR Rate plus applicable margins. The interest rate for the facility that would apply to outstanding principal balances was 6.25%8.0% at September 30, 2022.March 31, 2023.

Our credit agreement effective in August 2022 prohibits us from paying, in any fiscal year, stock redemptions and dividends in excess of $150 million. Our previous credit agreement prohibited us from making such payments in excess of 25% of our net income from the prior fiscal year. WaiversA waiver allowing stock redemptions and dividends in excess of the 25% limitation in total amounts of up to $80 million in each of 2022 and 2021 werewas obtained from the lender in March 2022 and August 2021, respectively.2022. The current and previous credit agreements also contain restrictive covenants which, among other matters, require us to maintain compliance with cash flow leverage and fixed charge coverage ratios. We were in compliance with all covenants at September 30, 2022March 31, 2023 and December 31, 2021.2022.

(4) Related Party Transactions

We purchase fuel and tires and obtain related services from Bauer Built, Inc., or BBI. Jerry M. Bauer, the chairman of the board and chief executive officer of BBI, is one of our directors. We paid BBI $377,000$89,000 in the first ninethree months of 20222023 and $234,000$105,000 in the first ninethree months of 20212022 for fuel, tires and related services. In addition, we paid $1.4 million$436,000 in the first ninethree months of 20222023 and $1.5 million$269,000 in the first ninethree months of 20212022 to tire manufacturers for tires that were provided by BBI. BBI received commissions from the tire manufacturers related to these purchases.

(5) Share Repurchase Program

In August 2019, our Board of Directors approved and we announced an increase from current availability in our existing share repurchase program providing for the repurchase of up to $34.0 million, or approximately 1.8 million shares, of our common stock, which was increased by our Board of Directors to 2.7 million shares in August 2020 to reflect the three-for-two stock split effected in the form of a stock dividend on August 13, 2020. On May 3, 2022, our Board of Directors approved and we announced an additional increase from current availability in our existing share repurchase program providing for the repurchase of up to $50.0 million, or approximately 3.1 million shares of our common stock. The share repurchase program allows purchases on the open market or through private transactions in accordance with Rule 10b-18 of the Exchange Act. The timing and extent to which we repurchase shares depends on market conditions and other corporate considerations. The repurchase program does not have an expiration date.

We repurchased and retired 1.3 million shares of common stock for $25.0 million in the first quarter of 2022, and 963,000 shares of common stock for $16.8 million in the second quarter of 2022. We did not repurchase any shares in the third quarteror fourth quarters of 2022 or in 2021.the first quarter of 2023. As of September 30, 2022,March 31, 2023, future repurchases of up to $33.2 million, or approximately 2.2 million shares, were available in the share repurchase program.

(6) Dividends

In 2010, we announced that our Board of Directors approved a regular cash dividend program to our stockholders, subject to approval each quarter. A quarterlyQuarterly cash dividenddividends of $0.06 per share of common stock waswere paid in each of the first three quarters of 2023 and 2022 which totaled $14.7 million. A quarterly cash dividend of $0.04 per share of common stock was paid in each of the first two quarters of 2021 which totaled $6.6 million. We declared cash dividends in August 2021 which were paid in October 2021 totaling $44.8$4.9 million which consisted of a special dividend of $0.50 per common share, along with a quarterly cash dividend of $0.04 per share of common stock.and $5.0 million, respectively.

(7) Accounting for Share-based Payment Arrangement Compensation

We account for share-based payment arrangements in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 718, Compensation – Stock Compensation. During the first ninethree months of 2022,2023, there were no significant changes to the structure of our stock-based award plans. Pre-tax compensation expense related to stock options and performance unit awards recorded in the first ninethree months of 2023 and 2022 was $354,000 and 2021 was $2.2 million and $1.8 million,$369,000, respectively.

(8) Termination of Deferred Compensation Plan

OnIn May 5, 2020, our Compensation Committee and Board of Directors approved the termination of our Deferred Compensation Plan. The plan was an unfunded, nonqualified deferred compensation plan designed to allow board elected officers and other select members of our management designated by our Compensation Committee to save for retirement on a tax-deferred basis. The termination was effective in May 5, 2021. All shares of Company common stock within the plan were distributed by March 31, 2022.

(9) Fair Value of Financial Instruments

The carrying amounts of cash equivalents, accounts receivable and accounts payable approximate fair value because of the short maturity of these instruments.

(10) Commitments and Contingencies

We are committed to new revenue equipment purchases of $19.8$154.9 million and building construction obligations of $6.0$3.5 million through the remainder of 2022. We also have commitments to purchase new revenue equipment of $47.3 million in 2023 and $13.0 million in 2024.2023. Operating lease obligation expenditures through 20242028 total $459,000.$691,000.

We self-insure, in part, for losses relating to workers’ compensation, auto liability, general liability, cargo and property damage claims, along with employees’ health insurance with varying risk retention levels. We maintain insurance coverage for per-incident and total losses in excess of these risk retention levels in amounts we consider adequate based upon historical experience and our ongoing review, and reserve currently for the estimated cost of the uninsured portion of pending claims.

We are also involved in other legal actions that arise in the ordinary course of business. InA number of trucking companies, including us, have been subject to lawsuits alleging violations of various federal and state wage and hour laws. A number of these lawsuits have resulted in the opinionpayment of management, based uponsubstantial settlements or damages by the defendants.

The outcome of all litigation is difficult to assess or quantify, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. The cost to defend litigation may also be significant. Not all claims are covered by our insurance, and there can be no assurance that our coverage limits will be adequate to cover all amounts in dispute. To the extent we experience claims that are uninsured, exceed our coverage limits or cause increases in future premiums, the resulting expense could have a materially adverse effect on our business and operating results. Based on our present knowledge of the facts itand, in certain cases, advice of outside counsel, management believes the resolution of open claims and pending litigation, taking into account existing reserves, is remote that the ultimate outcome of any such legal actions willnot likely to have a materialmaterially adverse effect uponon our long-termconsolidated condensed financial positionstatements, however, any future liability claims or results of operations.adverse developments in existing claims could impact this analysis.

(11) Revenue and Business Segments

We account for our revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers. We combine our five current operating segments into four reporting segments (Truckload, Dedicated, Intermodal and Brokerage) for financial reporting purposes. These four reporting segments are also the appropriate categories for the disaggregation of our revenue under FASB ASC 606.

We have strategically transitioned from a refrigerated long-haul carrier to a multifaceted business offering a network of refrigerated and dry truck-based transportation capabilities across our five distinct business platforms – Truckload, Dedicated, Intermodal, Brokerage and MRTN de Mexico.

Our Truckload segment provides a combination of regional short-haul and medium-to-long-haul full-load transportation services. We transport food and other consumer packaged goods that require a temperature-controlled or insulated environment, along with dry freight, across the United States and into and out of Mexico and Canada. Our agreements with customers are typically for one year.

Our Dedicated segment provides customized transportation solutions tailored to meet individual customers’ requirements, utilizing temperature-controlled trailers, dry vans and other specialized equipment within the United States. Our agreements with customers range from three to five years and are subject to annual rate reviews.

Generally, we are paid by the mile for our Truckload and Dedicated services. We also derive Truckload and Dedicated revenue from fuel surcharges, loading and unloading activities, equipment detention and other accessorial services. The main factors that affect our Truckload and Dedicated revenue are the rate per mile we receive from our customers, the percentage of miles for which we are compensated, the number of miles we generate with our equipment and changes in fuel prices. We monitor our revenue production primarily through average Truckload and Dedicated revenue, net of fuel surcharges, per tractor per week. We also analyze our average Truckload and Dedicated revenue, net of fuel surcharges, per total mile, non-revenue miles percentage, the miles per tractor we generate, our fuel surcharge revenue, our accessorial revenue and our other sources of operating revenue.

Our Intermodal segment transports our customers’ freight within the United States utilizing our refrigerated containers and our temperature-controlled trailers, each on railroad flatcars for portions of trips, with the balance of the trips using our tractors or, to a lesser extent, contracted carriers. The main factors that affect our Intermodal revenue are the rate per mile and other charges we receive from our customers.

Our Brokerage segment develops contractual relationships with and arranges for third-party carriers to transport freight for our customers in temperature-controlled trailers and dry vans within the United States and into and out of Mexico through Marten Transport Logistics, LLC, which was established in 2007 and operates pursuant to brokerage authority granted by the United States Department of Transportation, or DOT. We retain the billing, collection and customer management responsibilities. The main factors that affect our Brokerage revenue are the rate per mile and other charges that we receive from our customers.

Operating results of our MRTN de Mexico business which offers our customers door-to-door service between the United States and Mexico with our Mexican partner carriers is reported within our Truckload and Brokerage segments.

Our customer agreements are typically for one-year terms except for our Dedicated agreements which range from three to five years with annual rate reviews. Under FASB ASC 606, the contract date for each individual load within each of our four reporting segments is generally the date that each load is tendered to and accepted by us. For each load transported within each of our four reporting segments, the entire amount of revenue to be recognized is a single performance obligation and our agreements with our customers detail the per-mile charges for line haul and fuel surcharges, along with the rates for loading and unloading, stop offs and drops, equipment detention and other accessorial services, which is the transaction price. There are no discounts that would be a material right or consideration payable to a customer. We are required to recognize revenue and related expenses over time, from load pickup to delivery, for each load within each of our four reporting segments. We base our calculation of the amount of revenue to record in each period for individual loads picking up in one period and delivering in the following period using the number of hours estimated to be incurred within each period applied to each estimated transaction price. Contract assets for this estimated revenue which are classified within prepaid expenses and other within our consolidated condensed balance sheets were $2.6$2.5 million and $2.2$2.7 million as of September 30, 2022March 31, 2023 and December 31, 2021,2022, respectively. We had no impairment losses on contract assets in the first ninethree months of 20222023 or in 2021.2022. We bill our customers for loads after delivery is complete with standard payment terms of 30 days.

We account for revenue of our Intermodal and Brokerage segments and revenue on freight transported by independent contractors within our Truckload and Dedicated segments on a gross basis because we are the principal service provider controlling the promised service before it is transferred to each customer. We are primarily responsible for fulfilling the promise to provide each specified service to each customer. We bear the primary risk of loss in the event of cargo claims by our customers. We also have complete control and discretion in establishing the price for each specified service. Accordingly, all such revenue billed to customers is classified as operating revenue and all corresponding payments to carriers for transportation services we arrange in connection with brokerage and intermodal activities and to independent contractor providers of revenue equipment are classified as purchased transportation expense within our consolidated condensed statements of operations.

The following table sets forth for the periods indicated our operating revenue and operating income by segment. We do not prepare separate balance sheets by segment and, as a result, assets are not separately identifiable by segment.

Truckload segment depreciation expense was $14.5$15.3 million and $12.9$13.0 million, Dedicated segment depreciation expense was $11.5$11.8 million and $10.6$11.1 million, Intermodal segment depreciation expense was $2.0$1.9 million and $1.6$1.7 million, and Brokerage segment depreciation expense was $383,000$449,000 and $260,000$338,000 in the three-month periods ended September 30,March 31, 2023 and 2022, and 2021, respectively.

Truckload segment depreciation expense was $40.9 million and $39.0 million, Dedicated segment depreciation expense was $33.8 million and $32.0 million, Intermodal segment depreciation expense was $5.6 million and $4.7 million, and Brokerage segment depreciation expense was $1.1 million and $840,000 in the nine-month periods ended September 30, 2022 and 2021, respectively.

(12) Use of Estimates

We must make estimates and assumptions to prepare the consolidated condensed financial statements in conformity with U.S. generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities in the consolidated condensed financial statements and the reported amount of revenue and expenses during the reporting period. These estimates are primarily related to insurance and claims accruals and depreciation. Ultimate results could differ from these estimates.

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

The following discussion and analysis of our financial condition and results of operations should be read together with the selected consolidated financial data and our consolidated condensed financial statements and the related notes appearing elsewhere in this report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those included in our Form 10-K, Part I, Item 1A for the year ended December 31, 2021.2022. We do not assume, and specifically disclaim, any obligation to update any forward-looking statement contained in this report.

Overview

We have strategically transitioned from a refrigerated long-haul carrier to a multifaceted business offering a network of refrigerated and dry truck-based transportation capabilities across our five distinct business platforms – Truckload, Dedicated, Intermodal, Brokerage and MRTN de Mexico.

Our Truckload segment provides a combination of regional short-haul and medium-to-long-haul full-load transportation services. We transport food and other consumer packaged goods that require a temperature-controlled or insulated environment, along with dry freight, across the United States and into and out of Mexico and Canada. Our agreements with customers are typically for one year.

Our Dedicated segment provides customized transportation solutions tailored to meet each individual customer’s requirements, utilizing temperature-controlled trailers, dry vans and other specialized equipment within the United States. Our agreements with customers range from three to five years and are subject to annual rate reviews.

Generally, we are paid by the mile for our Truckload and Dedicated services. We also derive Truckload and Dedicated revenue from fuel surcharges, loading and unloading activities, equipment detention and other accessorial services. The main factors that affect our Truckload and Dedicated revenue are the rate per mile we receive from our customers, the percentage of miles for which we are compensated, the number of miles we generate with our equipment and changes in fuel prices. We monitor our revenue production primarily through average Truckload and Dedicated revenue, net of fuel surcharges, per tractor per week. We also analyze our average Truckload and Dedicated revenue, net of fuel surcharges, per total mile, non-revenue miles percentage, the miles per tractor we generate, our fuel surcharge revenue, our accessorial revenue and our other sources of operating revenue.

Our Intermodal segment transports our customers’ freight within the United States utilizing our refrigerated containers and our temperature-controlled trailers, each on railroad flatcars for portions of trips, with the balance of the trips using our tractors or, to a lesser extent, contracted carriers. The main factors that affect our Intermodal revenue are the rate per mile and other charges we receive from our customers.

Our Brokerage segment develops contractual relationships with and arranges for third-party carriers to transport freight for our customers in temperature-controlled trailers and dry vans within the United States and into and out of Mexico through Marten Transport Logistics, LLC, which was established in 2007 and operates pursuant to brokerage authority granted by the DOT. We retain the billing, collection and customer management responsibilities. The main factors that affect our Brokerage revenue are the rate per mile and other charges that we receive from our customers.

Operating results of our MRTN de Mexico business which offers our customers door-to-door service between the United States and Mexico with our Mexican partner carriers is reported within our Truckload and Brokerage segments.

In addition to the factors discussed above, our operating revenue is also affected by, among other things, the United States economy, inventory levels, the level of truck and rail capacity in the transportation market, a contracting driver market, severe weather conditions and specific customer demand.

Our operating revenue increased $234.5$10.7 million, or 33.2%3.7%, in the first ninethree months of 20222023 from the first ninethree months of 2021.2022. Our operating revenue, net of fuel surcharges, increased $160.8$9.6 million, or 25.8%3.9%, compared with the first ninethree months of 2021.2022. Truckload segment revenue, net of fuel surcharges, increased 19.0%7.5% from the first ninethree months of 2021,2022, primarily due to an increase in our fleet size, partially offset by a decrease in our average revenue per tractor. Dedicated segment revenue, net of fuel surcharges, increased 22.7%10.7% from the first ninethree months of 2021,2022, primarily due to an increaseincreases in each of our fleet size and average revenue per tractor. Intermodal segment revenue, net of fuel surcharges, increased 20.9%decreased 8.6% from the first ninethree months of 2021,2022, primarily due to a decrease in our number of loads, partially offset by an increase in our revenue per load. Brokerage segment revenue increased 52.1%,decreased 8.1% from the first three months of 2022, primarily due to increasesa decrease in both the number of loads and inour revenue per load, partially offset by an increase in the first nine monthsour number of 2022.loads. Fuel surcharge revenue increased to $157.5$43.1 million in the first ninethree months of 20222023 from $83.7$42.0 million in the first ninethree months of 2021, primarily due to higher fuel costs.2022.

Our profitability is impacted by the variable costs of transporting freight for our customers, fixed costs, and expenses containing both fixed and variable components. The variable costs include fuel expense, driver-related expenses, such as wages, benefits, training, and recruitment, and independent contractor costs, which are recorded under purchased transportation. Expenses that have both fixed and variable components include maintenance and tire expense and our cost of insurance and claims. These expenses generally vary with the miles we travel, but also have a controllable component based on safety, fleet age, efficiency and other factors. Our main fixed costs relate to the acquisition and subsequent depreciation of long-term assets, such as revenue equipment and operating terminals. We expect our annual cost of tractor and trailer ownership will increase in future periods as a result of higher prices of new equipment, along with any increases in fleet size. Although certain factors affecting our expenses are beyond our control, we monitor them closely and attempt to anticipate changes in these factors in managing our business. For example, fuel prices have significantly fluctuated over the past several years. We manage our exposure to changes in fuel prices primarily through fuel surcharge programs with our customers, as well as through volume fuel purchasing arrangements with national fuel centers and bulk purchases of fuel at our terminals. To help further reduce fuel expense, we have installed and tightly manage the use of auxiliary power units in our tractors to provide climate control and electrical power for our drivers without idling the tractor engine, and also have improved the fuel usage in the temperature-control units on our trailers. For our Intermodal and Brokerage segments, our profitability is impacted by the percentage of revenue which is payable to the providers of the transportation services we arrange. This expense is included within purchased transportation in our consolidated condensed statements of operations.

Our operating income improved 36.5%declined 19.1% to $110.6$29.0 million in the first ninethree months of 20222023 from $81.0$35.9 million in the first ninethree months of 2021.2022. Our operating expenses as a percentage of operating revenue, or “operating ratio,” improved to 88.3%was 90.3% in the first ninethree months of 2022 from 88.5%2023 and 87.5% in the first ninethree months of 2021.2022. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improvedincreased to 85.9%88.6% in the first ninethree months of 20222023 from 87.0%85.4% in the first ninethree months of 2021.2022. Our net income improved 39.8%declined 18.3% to $84.8$22.5 million, or $1.03$0.28 per diluted share, in the first ninethree months of 20222023 from $60.7$27.5 million, or $0.73$0.33 per diluted share, in the first ninethree months of 2021.2022.

Our business requires substantial, ongoing capital investments, particularly for new tractors and trailers. At September 30, 2022,March 31, 2023, we had $71.5$96.3 million of cash and cash equivalents, $682.4$721.5 million in stockholders’ equity and no long-term debt outstanding. In the first ninethree months of 2022,2023, net cash flows provided by operating activities of $163.2$49.2 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $82.0 million, to repurchase and retire 2.3 million shares of our common stock for $41.8$26.1 million, to pay cash dividends of $14.7$4.9 million, and to construct and upgrade regional operating facilities in the amount of $8.7$2.1 million, resulting in a $14.5$15.7 million increase in cash and cash equivalents. We estimate that capital expenditures, net of proceeds from dispositions, will be approximately $68$197 million for the remainder of 2022. A quarterly2023. Quarterly cash dividenddividends of $0.06 per share of common stock waswere paid in each of the first three quartersmonths of 20222023 which totaled $14.7$4.9 million. We believe our sources of liquidity are adequate to meet our current and anticipated needs for at least the next twelve months. Based upon anticipated cash flows, existing cash and cash equivalents balances, current borrowing availability and other sources of financing we expect to be available to us, we do not anticipate any significant liquidity constraints in the foreseeable future.

We continue to invest considerable time and capital resources to actively implement and promote long-term environmentally sustainable solutions that drive reductions in our fuel and electricity consumption and decrease our carbon footprint. These initiatives include (i) reducing idle time for our tractors by installing and tightly managing the use of auxiliary power units, which are powered by solar panels and provide climate control and electrical power for our drivers without idling the tractor engine, (ii) improving the energy efficiency of our newer, more aerodynamic and well-maintained tractor and trailer fleets by optimizing the equipment’s specifications, weight and tractor speed, equipping our tractors with automatic transmissions, converting the refrigeration units in our refrigerated trailers to the new, more-efficient CARB refrigeration units along with increasing the insulation in the trailer walls and installing trailer skirts, and using ultra-fuel efficient and wide-based tires, and (iii) upgrading all of our facilities to indoor and outdoor LED lighting along with converting all of our facilities to solar power. Additionally, we are an active participant in the United States Environmental Protection Agency, or EPA, SmartWay Transport Partnership, in which freight shippers, carriers, logistics companies and other voluntary stakeholders partner with the EPA to measure, benchmark and improve logistics operations to reduce their environmental footprint.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes discussions of operating revenue, net of fuel surcharge revenue; Truckload, Dedicated and Intermodal revenue, net of fuel surcharge revenue; operating expenses as a percentage of operating revenue, each net of fuel surcharge revenue; and net fuel expense (fuel and fuel taxes net of fuel surcharge revenue and surcharges passed through to independent contractors, outside drayage carriers and railroads). We provide these additional disclosures because management believes these measures provide a more consistent basis for comparing results of operations from period to period. These financial measures in this report have not been determined in accordance with U.S. generally accepted accounting principles (GAAP). Pursuant to Item 10(e) of Regulation S-K, we have included the amounts necessary to reconcile these non-GAAP financial measures to the most directly comparable GAAP financial measures of operating revenue, operating expenses divided by operating revenue, and fuel and fuel taxes.

Results of Operations

The following table sets forth for the periods indicated certain operating statistics regarding our revenue and operations:

Comparison of Three Months Ended September 30, 2022March 31, 2023 to Three Months Ended September 30, 2021March 31, 2022

The following table sets forth for the periods indicated our operating revenue, operating income and operating ratio by segment, along with the change for each component:

Our operating revenue increased $73.2$10.7 million, or 29.1%3.7%, to $324.4$298.0 million in the 20222023 period from $251.3$287.3 million in the 20212022 period. Our operating revenue, net of fuel surcharges, increased $48.2$9.6 million, or 21.8%3.9%, to $269.3$254.9 million in the 20222023 period from $221.2$245.3 million in the 20212022 period. This increase in the 20222023 period was due to an $8.4 million increase in Dedicated revenue, net of fuel surcharges, and a $19.0$7.2 million increase in Truckload revenue, net of fuel surcharges, partially offset by a $17.4$2.2 million increase in Dedicated revenue, net of fuel surcharges, a $10.2 million increase in Brokerage revenue, and a $1.6 million increasedecrease in Intermodal revenue, net of fuel surcharges.surcharges, and a $3.7 million decrease in Brokerage revenue. Fuel surcharge revenue increased by $25.0to $43.1 million to $55.1in the 2023 period from $42.0 million in the 2022 period from $30.1 millionperiod.

In addition to the factors discussed below, our profitability across each segment in the 20212023 period primarily due to higher fuel costs.was impacted by widespread severe winter weather and a freight market which has considerably softened from the exceptionally tight conditions during the 2022 period.

Truckload segment revenue increased $29.8$7.8 million, or 29.9%6.9%, to $129.4$120.6 million in the 20222023 period from $99.6$112.8 million in the 20212022 period. Truckload segment revenue, net of fuel surcharges, increased $19.0$7.2 million, or 21.9%7.5%, to $105.9$102.3 million in the 2023 period from $95.2 million in the 2022 period from $86.9 millionprimarily due to an increase in the 2021 period. During the 2022 period, an increaseour fleet size, partially offset by a decrease in our average revenue per tractor was coupled with an increase in our average number of tractors.tractor. The operating ratio increased to 91.7% in the 2023 period from 86.2% in the 2022 period. Impacting the 2023 period was adversely impacted byoperating ratio were higher company driver compensation, depreciation, maintenance and net fuel costs as a decrease in gain on dispositionpercentage of revenue equipment.revenue.

Dedicated segment revenue increased $28.1$9.7 million, or 34.1%10.0%, to $110.2$106.4 million in the 20222023 period from $82.2$96.8 million in the 20212022 period. Dedicated segment revenue, net of fuel surcharges, increased 25.2%,10.7% primarily due to anincreases in each of our fleet size and average revenue per tractor. The operating ratio in the 2023 period improved to 87.1% from 89.0% in the 2022 period. The 2023 period was positively impacted by the increase in our average revenue per tractor along with growth in our fleet. The improvement in the operating ratio was primarily due to an increase in our average revenue per tractor due to increased rates with our customers.and lower net fuel and driver recruiting and retention costs, partially offset by higher maintenance and insurance and claims costs.

Intermodal segment revenue increased $5.2decreased $3.1 million, or 19.3%9.6%, to $31.9$28.6 million in the 20222023 period from $26.7$31.6 million in the 20212022 period. Intermodal segment revenue, net of fuel surcharges, increased 7.0%decreased 8.6% from the 20212022 period primarily due to a decrease in our number of loads, partially offset by an increase in our revenue per load. The operating ratio in the 2023 period increased to 97.2% from 84.1% in the 2022 period. Impacting the 2023 period was adversely impacted byoperating ratio were higher net fuel, company driver compensation, purchased transportation, chassis rental and depreciation costs as a decrease inpercentage of our intermodal volumes and margins resulting from weakness in rail service aggravated by the threat of a rail labor strike in mid-September 2022.revenue.

Brokerage segment revenue increased $10.2decreased $3.7 million, or 23.9%8.1%, to $53.0$42.4 million in the 2023 period from $46.1 million in the 2022 period from $42.8 million in the 2021 period, primarily due to a decrease in our revenue per load, partially offset by an increase in theour number of loads. The improvement in the operating ratio in the 20222023 period to 89.4% from 90.0% was negatively impacted by an increaseprimarily due to a decrease in thepurchased transportation amounts payable to carriers for transportation services which we arranged as a percentage of our Brokerage revenue.

The following table sets forth for the periods indicated the dollar and percentage increase or decrease of the items in our unaudited consolidated condensed statements of operations, and those items as a percentage of operating revenue:

Salaries, wages and benefits consist of compensation for our employees, including both driver and non-driver employees, employees’ health insurance, 401(k) plan contributions and other fringe benefits. These expenses vary depending upon the size of our Truckload, Dedicated and Intermodal tractor fleets, the ratio of company drivers to independent contractors, our efficiency, our experience with employees’ health insurance claims, changes in health care premiums and other factors. Salaries, wages and benefits expense increased $18.7$9.2 million, or 23.0%10.3%, in the 20222023 period from the 20212022 period. This increase resulted primarily from additional company driver compensation expense of $14.5$7.4 million and a $2.4 million increase in the period.non-driver compensation expense, partially offset by a $2.3 million decrease in bonus compensation expense for our non-driver employees.

Purchased transportation consists of amounts payable to railroads and carriers for transportation services we arrange in connection with Brokerage and Intermodal operations and to independent contractor providers of revenue equipment. This category will vary depending upon the amount and rates, including fuel surcharges, we pay to third-party railroad and motor carriers, the ratio of company drivers versus independent contractors and the amount of fuel surcharges passed through to independent contractors. Purchased transportation expense increased $11.5decreased $3.2 million in total, or 21.8%5.6%, in the 20222023 period from the 20212022 period. Amounts payable to carriers for transportation services we arranged in our Brokerage segment increased $9.4decreased $4.0 million to $44.3$34.9 million in the 2023 period from $38.8 million in the 2022 period, from $34.9 million in the 2021 period, primarily due to growtha decrease in load volume.the cost per load. Amounts payable to railroads and drayage carriers for transportation services within our Intermodal segment increased $2.3 million to $16.4were $15.3 million in the 20222023 period from $14.1and $15.2 million in the 20212022 period. The portion of purchased transportation expense related to independent contractors within our Truckload and Dedicated segments, including fuel surcharges, decreased $114,000increased $655,000 in the 20222023 period. We expect our purchased transportation expense to increase as we grow our Intermodal and Brokerage segments.

Fuel and fuel taxes increased by $23.4$2.4 million, or 69.0%5.5%, in the 20222023 period from the 20212022 period. Net fuel expense (fuel and fuel taxes net of fuel surcharge revenue and surcharges passed through to independent contractors, outside drayage carriers and railroads) increased $1.3$1.9 million, or 17.6%27.5%, to $8.6$8.8 million in the 20222023 period from $7.3$6.9 million in the 20212022 period. Fuel surcharges passed through to independent contractors, outside drayage carriers and railroads increased to $6.4$5.1 million from $3.5$4.5 million in the 20212022 period. The United States Department of Energy, or DOE, national average cost of fuel increased to $5.15$4.41 per gallon from $3.36$4.24 per gallon in the 20212022 period. Despite this increase, ourOur net fuel expense was 4.0%increased to 4.1% of Truckload, Dedicated and Intermodal segment revenue, net of fuel surcharges, down slightly from 4.1% in the 20212023 period from 3.5% in the 2022 period. We have worked diligently to control fuel usage and costs by improving our volume purchasing arrangements and optimizing our drivers’ fuel purchases with national fuel centers, focusing on shorter lengths of haul, installing and tightly managing the use of auxiliary power units in our tractors to minimize engine idling and improving fuel usage in the temperature-control units on our trailers. Auxiliary power units, which we have installed in our company-owned tractors, provide climate control and electrical power for our drivers without idling the tractor engine.

Supplies and maintenance consist of repairs, maintenance, tires, parts, oil and engine fluids, along with load-specific expenses including loading/unloading, tolls, pallets and trailer hostling. Our supplies and maintenance expense increased $3.2$3.7 million, or 27.1%29.8%, from the 20212022 period, primarily due to higher parts, outside repair, parts, tires and tire costs, along with increased loading/unloading costs.

Gain on disposition of revenue equipment was $1.1Depreciation relates to owned tractors, trailers, containers, auxiliary power units, communication units, terminal facilities and other assets. The $3.4 million, or 13.0%, increase in depreciation in the 20222023 period down from $4.5 million in the 2021 period primarily due to a decrease in the number of units sold, partially offset by an increase in the average gain for our tractor and trailer sales. Future gains or losses on dispositions of revenue equipment will be impacted by the market for used revenue equipment, which is beyond our control.

The $3.1 million increase in other operating expenses in the 2022 period was primarily due to increases in costs associated with driver recruitment and retention, travel and meals, and chassis rental.

Our operating income improved 18.5% to $33.8 million in the 2022 period from $28.5 million in the 2021 period as a result of the foregoing factors. Our operating expenses as a percentage of operating revenue, or “operating ratio,” was 89.6% in the 2022 period and 88.7% in the 2021 period. The operating ratio for our Truckload segment was 88.9% in the 2022 period and 88.3% in the 2021 period, for our Dedicated segment was 88.2% in the 2022 period and 89.6% in the 2021 period, for our Intermodal segment was 97.6% in the 2022 period and 89.4% in the 2021 period, and for our Brokerage segment was 89.3% in the 2022 period and 87.2% in the 2021 period. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, was 87.5% in the 2022 period and 87.1% in the 2021 period.

Our effective income tax rate decreased to 24.6% in the 2022 period from 25.4% in the 2021 period, primarily due to decreases in per diem and other non-deductible expenses.

As a result of the factors described above, net income improved 20.6% to $25.6 million, or $0.32 per diluted share, in the 2022 period from $21.3 million, or $0.26 per diluted share, in the 2021 period.

Comparison of Nine Months Ended September 30, 2022 to Nine Months Ended September 30, 2021

The following table sets forth for the periods indicated our operating revenue, operating income and operating ratio by segment, along with the change for each component: