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 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 under the
heading "Risk Factors" beginning on page 6. 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.



                                       16
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Our operating revenue increased $290.2 million, or 29.8%, in 2022 from 2021. Our
operating revenue, net of fuel surcharges, increased $197.5 million, or 23.1%,
compared with 2021. Truckload segment revenue, net of fuel surcharges, increased
18.8% from 2021, primarily due to an increase in our average revenue per
tractor. Dedicated segment revenue, net of fuel surcharges, increased 21.7% from
2021, primarily due to an increase in our average revenue per tractor.
Intermodal segment revenue, net of fuel surcharges, increased 14.8% from 2021,
primarily due to an increase in revenue per load. Brokerage segment revenue
increased 40.8%, primarily due to an increase in the number of loads in 2022.
Fuel surcharge revenue increased to $210.4 million in 2022 from $117.7 million
in 2021, primarily due to higher fuel costs.



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 statements of operations.



Our operating income improved 28.3% to $143.3 million in 2022 from $111.7
million in 2021. Our operating expenses as a percentage of operating revenue, or
"operating ratio," was 88.7% in 2022 and 88.5% in 2021. Operating expenses as a
percentage of operating revenue, with both amounts net of fuel surcharges,
improved to 86.4% in 2022 from 87.0% in 2021. Our net income improved 29.2% to
$110.4 million, or $1.35 per diluted share, in 2022 from $85.4 million, or $1.02
per diluted share, in 2021.



Our business requires substantial, ongoing capital investments, particularly for
new tractors and trailers. At December 31, 2022, we had $80.6 million of cash
and cash equivalents, $703.9 million in stockholders' equity and no long-term
debt outstanding. In 2022, net cash flows provided by operating activities of
$219.5 million were primarily used to purchase new revenue equipment, net of
proceeds from dispositions, in the amount of $120.9 million, to repurchase and
retire 2.3 million shares of our common stock for $41.8 million, to pay cash
dividends of $19.6 million, and to construct and upgrade regional operating
facilities in the amount of $11.2 million, resulting in a $23.6 million increase
in cash and cash equivalents. We estimate that capital expenditures, net of
proceeds from dispositions, will be approximately $225 million in 2023. A
quarterly cash dividend of $0.06 per share of common stock was paid in each
quarter of 2022 which totaled $19.6 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 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.



                                       17
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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.



Stock Split



On August 13, 2020, we effected a three-for-two stock split of our common stock,
$.01 par value, in the form of a 50% stock dividend. Our consolidated financial
statements, related notes, and other financial data contained in this report
have been adjusted to give retroactive effect to the stock split for all periods
presented.



Results of Operations


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





                                                  2022            2021            2020
Truckload Segment:
Revenue (in thousands)                         $   500,462     $   396,666     $   379,148
Average revenue, net of fuel surcharges, per
tractor per week(1)                            $     4,898     $     4,315     $     3,926
Average tractors(1)                                  1,611           1,539           1,668
Average miles per trip                                 510             516             547
Total miles (in thousands)                         149,868         147,192         165,267

Dedicated Segment:
Revenue (in thousands)                         $   429,092     $   329,442     $   309,784
Average revenue, net of fuel surcharges, per
tractor per week(1)                            $     3,963     $     3,377     $     3,316
Average tractors(1)                                  1,631           1,572           1,566
Average miles per trip                                 341             322             305
Total miles (in thousands)                         136,310         128,256         132,597

Intermodal Segment:
Revenue (in thousands)                         $   129,765     $   102,245     $    88,733
Loads                                               31,862          32,987          36,444
Average tractors                                       175             143             106

Brokerage Segment:
Revenue (in thousands)                         $   204,559     $   145,291     $    96,709
Loads                                               95,615          66,512          58,986



(1) Includes tractors driven by both company-employed drivers and independent

contractors. Independent contractors provided 96, 93 and 143 tractors as of

December 31, 2022, 2021 and 2020, respectively.



                                       18

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Comparison of Year Ended December 31, 2022 to Year Ended December 31, 2021





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



                                                                          Dollar       Percentage
                                                                          Change         Change
                                                                         2022 vs.       2022 vs.
(Dollars in thousands)                        2022           2021          2021           2021
Operating revenue:
Truckload revenue, net of fuel surcharge
revenue                                    $   411,448     $ 346,289     $  65,159            18.8 %
Truckload fuel surcharge revenue                89,014        50,377        38,637            76.7
Total Truckload revenue                        500,462       396,666       103,796            26.2

Dedicated revenue, net of fuel surcharge
revenue                                        336,973       276,883        60,090            21.7
Dedicated fuel surcharge revenue                92,119        52,559        39,560            75.3
Total Dedicated revenue                        429,092       329,442        99,650            30.2

Intermodal revenue, net of fuel
surcharge revenue                              100,452        87,468        12,984            14.8
Intermodal fuel surcharge revenue               29,313        14,777        14,536            98.4
Total Intermodal revenue                       129,765       102,245        27,520            26.9

Brokerage revenue                              204,559       145,291        59,268            40.8

Total operating revenue                    $ 1,263,878     $ 973,644     $ 290,234            29.8 %

Operating income:
Truckload                                  $    59,392     $  51,032     $   8,360            16.4 %
Dedicated                                       50,566        36,395        14,171            38.9
Intermodal                                      10,639         9,479         1,160            12.2
Brokerage                                       22,747        14,783         7,964            53.9
Total operating income                     $   143,344     $ 111,689     $  31,655            28.3 %

Operating ratio:
Truckload                                         88.1 %        87.1 %
Dedicated                                         88.2          89.0
Intermodal                                        91.8          90.7
Brokerage                                         88.9          89.8
Consolidated operating ratio                      88.7 %        88.5 %

Operating ratio, net of fuel surcharges:
Truckload                                         85.6 %        85.3 %
Dedicated                                         85.0          86.9
Intermodal                                        89.4          89.2
Brokerage                                         88.9          89.8
Consolidated operating ratio, net of
fuel surcharges                                   86.4 %        87.0 %




Our operating revenue increased $290.2 million, or 29.8%, to $1.264 billion in
2022 from $973.6 million in 2021. Our operating revenue, net of fuel surcharges,
increased $197.5 million, or 23.1%, to $1.053 billion in 2022 from $855.9
million in 2021. This increase in 2022 was due to a $65.2 million increase in
Truckload revenue, net of fuel surcharges, a $60.1 million increase in Dedicated
revenue, net of fuel surcharges, a $59.3 million increase in Brokerage revenue,
and a $13.0 million increase in Intermodal revenue, net of fuel surcharges. Fuel
surcharge revenue increased to $210.4 million in 2022 from $117.7 million in
2021 primarily due to higher fuel costs.



                                       19
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Truckload segment revenue increased $103.8 million, or 26.2%, to $500.5 million
in 2022 from $396.7 million in 2021. Truckload segment revenue, net of fuel
surcharges, increased $65.2 million, or 18.8%, to $411.4 million in 2022 from
$346.3 million in 2021 primarily due to an increase in our average revenue per
tractor. The operating ratio increased to 88.1% in 2022 from 87.1% in 2021.
Impacting the 2022 operating ratio were higher company driver compensation,
driver recruitment and retention and fuel costs, partially offset by an increase
in our average revenue per tractor due to increased rates with our customers.



Dedicated segment revenue increased $99.7 million, or 30.2%, to $429.1 million
in 2022 from $329.4 million in 2021. Dedicated segment revenue, net of fuel
surcharges, increased 21.7% primarily due to an increase in our average revenue
per tractor. The operating ratio in 2022 was positively impacted by an increase
in our average revenue per tractor due to increased rates with our customers and
reduced depreciation expense as a percentage of revenue, partially offset by
higher company driver compensation costs.



Intermodal segment revenue increased $27.5 million, or 26.9%, to $129.8 million
in 2022 from $102.2 million in 2021. Intermodal segment revenue, net of fuel
surcharges, increased 14.8% from 2021 primarily due to an increase in revenue
per load. The operating ratio in 2022 was negatively impacted by higher company
driver compensation, chassis rental and amounts payable to railroads as a
percentage of our revenue, partially offset by increased rates with our
customers.



Brokerage segment revenue increased $59.3 million, or 40.8%, to $204.6 million
in 2022 from $145.3 million in 2021 primarily due to an increase in the number
of loads. The improvement in the operating ratio in 2022 was primarily due to
increased rates with our customers.



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



                                            Dollar       Percentage           Percentage of
                                            Change         Change           Operating Revenue
                                           2022 vs.       2022 vs.
(Dollars in thousands)                       2021           2021            2022          2021

Operating revenue                          $ 290,234            29.8 %        100.0 %       100.0 %
Operating expenses (income):
Salaries, wages and benefits                  72,342            22.8           30.9          32.7
Purchased transportation                      56,571            29.3           19.8          19.8
Fuel and fuel taxes                           87,283            66.5           17.3          13.5
Supplies and maintenance                      10,241            22.5            4.4           4.7
Depreciation                                   8,452             8.2            8.8          10.5
Operating taxes and licenses                     229             2.2            0.9           1.1
Insurance and claims                           8,526            20.3            4.0           4.3
Communications and utilities                     827             9.9            0.7           0.9
Gain on disposition of revenue equipment       2,916            17.9           (1.1 )        (1.7 )
Other                                         11,192            41.6            3.0           2.8
Total operating expenses                     258,579            30.0           88.7          88.5
Operating income                              31,655            28.3           11.3          11.5
Other                                           (784 )      (1,823.3 )         (0.1 )           -
Income before income taxes                    32,439            29.0           11.4          11.5
Income taxes expense                           7,513            28.6            2.7           2.7
Net income                                 $  24,926            29.2 %          8.7 %         8.8 %




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 $72.3
million, or 22.8%, in 2022 from 2021. This increase resulted primarily from
additional company driver compensation expense of $53.8 million, a $7.1 million
increase in non-driver compensation expense, a $3.8 million increase in
employees' health insurance expense as a result of higher self-insured medical
claims and a $2.5 million increase in bonus compensation expense for our
non-driver employees.



                                       20

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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 $56.6 million in total, or 29.3%, in 2022 from
2021. Amounts payable to carriers for transportation services we arranged in our
Brokerage segment increased $49.0 million to $170.1 million in 2022 from $121.1
million in 2021, primarily due to an increase in the cost per load within the
tight freight market and growth in load volume. Amounts payable to railroads and
drayage carriers for transportation services within our Intermodal segment
increased $9.5 million to $65.3 million in 2022 from $55.8 million in 2021 due
to higher fuel surcharges paid to the railroads. The portion of purchased
transportation expense related to independent contractors within our Truckload
and Dedicated segments, including fuel surcharges, decreased $1.9 million in
2022. We expect our purchased transportation expense to increase as we grow our
Intermodal and Brokerage segments.



Fuel and fuel taxes increased by $87.3 million, or 66.5%, in 2022 from 2021. 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 $5.0 million, or 18.5%, to $31.9 million in 2022 from $26.9
million in 2021. Fuel surcharges passed through to independent contractors,
outside drayage carriers and railroads increased to $23.8 million from $13.3
million in 2021. The United States Department of Energy, or DOE, national
average cost of fuel increased to $4.99 per gallon from $3.29 per gallon in
2021. Despite this increase, our net fuel expense was 3.8% of Truckload,
Dedicated and Intermodal segment revenue, net of fuel surcharges, in both 2022
and 2021. 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 $10.2 million, or 22.5%, from 2021, primarily due to higher outside
repair, parts and tire costs, along with increased loading/unloading and tolls
costs.



Insurance and claims consist of the costs of insurance premiums and accruals we
make for claims within our self-insured retention amounts, primarily for
personal injury, property damage, physical damage to our equipment, cargo claims
and workers' compensation claims. These expenses will vary primarily based upon
the frequency and severity of our accident experience, our self-insured
retention levels and the market for insurance. The $8.5 million, or 20.3%,
increase in insurance and claims in 2022 was primarily due to increases in our
self-insured auto liability claim costs and in the cost of physical damage
claims related to our revenue equipment. Our significant self-insured retention
exposes us to the possibility of significant fluctuations in claims expense
between periods which could materially impact our financial results depending on
the frequency, severity and timing of claims.



Gain on disposition of revenue equipment was $13.4 million in 2022, down from
$16.3 million in 2021 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 $11.2 million increase in other operating expenses in 2022 was primarily due
to increases in costs associated with driver recruitment and retention along
with travel and meals expense.



Our operating income improved 28.3% to $143.3 million in 2022 from $111.7
million in 2021 as a result of the foregoing factors. Our operating expenses as
a percentage of operating revenue, or "operating ratio," was 88.7% in 2022 and
88.5% in 2021. The operating ratio for our Truckload segment was 88.1% in 2022
and 87.1% in 2021, for our Dedicated segment was 88.2% in 2022 and 89.0% in
2021, for our Intermodal segment was 91.8% in 2022 and 90.7% in 2021, and for
our Brokerage segment was 88.9% in 2022 and 89.8% in 2021. Operating expenses as
a percentage of operating revenue, with both amounts net of fuel surcharges,
improved to 86.4% in 2022 from 87.0% in 2021.



Our effective income tax rate was 23.5% in each of 2022 and 2021.


                                       21
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As a result of the factors described above, net income improved 29.2% to $110.4
million, or $1.35 per diluted share, in 2022 from $85.4 million, or $1.02 per
diluted share, in 2021.


Comparison of Year Ended December 31, 2021 to Year Ended December 31, 2020





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



                                                                         Dollar        Percentage
                                                                         Change          Change
                                                                        2021 vs.        2021 vs.
(Dollars in thousands)                       2021          2020           2020            2020
Operating revenue:
Truckload revenue, net of fuel surcharge
revenue                                    $ 346,289     $ 342,357     $    3,932              1.1 %
Truckload fuel surcharge revenue              50,377        36,791         13,586             36.9
Total Truckload revenue                      396,666       379,148         17,518              4.6

Dedicated revenue, net of fuel surcharge
revenue                                      276,883       271,550          5,333              2.0
Dedicated fuel surcharge revenue              52,559        38,234         14,325             37.5
Total Dedicated revenue                      329,442       309,784         19,658              6.3

Intermodal revenue, net of fuel
surcharge revenue                             87,468        79,944          7,524              9.4
Intermodal fuel surcharge revenue             14,777         8,789          5,988             68.1
Total Intermodal revenue                     102,245        88,733         13,512             15.2

Brokerage revenue                            145,291        96,709         48,582             50.2

Total operating revenue                    $ 973,644     $ 874,374     $   99,270             11.4 %

Operating income:
Truckload                                  $  51,032     $  39,637     $   11,395             28.7 %
Dedicated                                     36,395        40,909         (4,514 )          (11.0 )
Intermodal                                     9,479         5,730          3,749             65.4
Brokerage                                     14,783         6,970          7,813            112.1
Total operating income                     $ 111,689     $  93,246     $   18,443             19.8 %

Operating ratio:
Truckload                                       87.1 %        89.5 %
Dedicated                                       89.0          86.8
Intermodal                                      90.7          93.5
Brokerage                                       89.8          92.8
Consolidated operating ratio                    88.5 %        89.3 %

Operating ratio, net of fuel surcharges:
Truckload                                       85.3 %        88.4 %
Dedicated                                       86.9          84.9
Intermodal                                      89.2          92.8
Brokerage                                       89.8          92.8
Consolidated operating ratio, net of
fuel surcharges                                 87.0 %        88.2 %




Our operating revenue increased $99.3 million, or 11.4%, to $973.6 million in
2021 from $874.4 million in 2020. Our operating revenue, net of fuel surcharges,
increased $65.4 million, or 8.3%, to $855.9 million in 2021 from $790.6 million
in 2020. This increase was due to a $48.6 million increase in Brokerage revenue,
a $7.5 million increase in Intermodal revenue, net of fuel surcharges, a $5.3
million increase in Dedicated revenue, net of fuel surcharges, and a $3.9
million increase in Truckload revenue, net of fuel surcharges. Fuel surcharge
revenue increased by $33.9 million to $117.7 million in 2021 from $83.8 million
in 2020 primarily due to higher fuel costs.



                                       22
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Truckload segment revenue increased $17.5 million, or 4.6%, to $396.7 million in
2021 from $379.1 million in 2020. Truckload segment revenue, net of fuel
surcharges, increased $3.9 million, or 1.1%, to $346.3 million in 2021 from
$342.4 million in 2020. During 2021, an increase in our average revenue per
tractor was partially offset by a reduction in our average number of tractors.
The improvement in the operating ratio in 2021 was primarily due to an increase
in our average revenue per tractor due to increased rates with our customers and
an increase in gain on disposition of revenue equipment, partially offset by
increased company driver compensation expense.



Dedicated segment revenue increased $19.7 million, or 6.3%, to $329.4 million in
2021 from $309.8 million in 2020. Dedicated segment revenue, net of fuel
surcharges, increased 2.0% primarily due to an increase in our average revenue
per tractor. The operating ratio was negatively impacted in 2021 by increases in
both company driver compensation expense and driver recruiting costs.



Intermodal segment revenue increased $13.5 million, or 15.2%, to $102.2 million
in 2021 from $88.7 million in 2020. Intermodal segment revenue, net of fuel
surcharges, increased 9.4% from 2020 primarily due to an increase in revenue per
load. The improvement in the operating ratio in 2021 was primarily due to
increased rates with our customers and a decrease in the amounts payable to
railroads as a percentage of our revenue.



Brokerage segment revenue increased $48.6 million, or 50.2%, to $145.3 million
in 2021 from $96.7 million in 2020 primarily due to increases in both the number
of loads and in revenue per load. The improvement in the operating ratio in 2021
was primarily due to increased rates with our customers and a decrease in the
amounts payable to carriers for transportation services which we arranged as a
percentage of our Brokerage revenue.



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



                                             Dollar        Percentage           Percentage of
                                             Change          Change           Operating Revenue
                                            2021 vs.        2021 vs.
(Dollars in thousands)                        2020            2020            2021          2020

Operating revenue                          $   99,270             11.4 %        100.0 %       100.0 %
Operating expenses (income):
Salaries, wages and benefits                   17,807              5.9           32.7          34.3
Purchased transportation                       38,608             25.0           19.8          17.7
Fuel and fuel taxes                            33,155             33.8           13.5          11.2
Supplies and maintenance                       (2,356 )           (4.9 )          4.7           5.5
Depreciation                                     (331 )           (0.3 )         10.5          11.8
Operating taxes and licenses                     (306 )           (2.8 )          1.1           1.2
Insurance and claims                           (5,467 )          (11.5 )          4.3           5.4
Communications and utilities                      339              4.2            0.9           0.9

Gain on disposition of revenue equipment (7,562 ) (86.6 )

      (1.7 )        (1.0 )
Gain on disposition of facility                 1,718            100.0              -          (0.2 )
Other                                           5,222             24.1            2.8           2.5
Total operating expenses                       80,827             10.3           88.5          89.3
Operating income                               18,443             19.8           11.5          10.7
Other                                              97             69.3              -             -
Income before income taxes                     18,346             19.6           11.5          10.7
Income taxes expense                            2,418             10.1            2.7           2.7
Net income                                 $   15,928             22.9 %          8.8 %         7.9 %




Salaries, wages and benefits expense increased $17.8 million, or 5.9%, in 2021
from 2020. This increase resulted primarily from additional company driver
compensation expense of $12.6 million and a $2.7 million increase in bonus
compensation expense for our non-driver employees. Other smaller increases in
the components of salaries, wages and benefits were partially offset by a
decrease in employees' health insurance expense of $1.7 million in 2021 as a
result of lower self-insured medical claims.



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Purchased transportation expense increased $38.6 million in total, or 25.0%, in
2021 from 2020. Amounts payable to carriers for transportation services we
arranged in our Brokerage segment increased $39.5 million to $121.1 million in
2021 from $81.6 million in 2020, primarily due to an increase in the cost per
load within the tight freight market and growth in load volume. Amounts payable
to railroads and drayage carriers for transportation services within our
Intermodal segment decreased $236,000 to $55.8 million in 2021 from $56.0
million in 2020. The portion of purchased transportation expense related to
independent contractors within our Truckload and Dedicated segments, including
fuel surcharges, decreased $673,000 in 2021.



Fuel and fuel taxes increased by $33.2 million, or 33.8%, in 2021 from 2020. 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 $2.9 million, or 11.9%, to $26.9 million in 2021 from $24.1
million in 2020. Fuel surcharges passed through to independent contractors,
outside drayage carriers and railroads increased to $13.3 million from $9.7
million in 2020. The DOE national average cost of fuel increased to $3.29 per
gallon from $2.55 per gallon in 2020. This increase was a primary factor in our
net fuel expense increasing to 3.8% of Truckload, Dedicated and Intermodal
segment revenue, net of fuel surcharges, from 3.5% in 2020. 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.



Our supplies and maintenance expense decreased $2.4 million, or 4.9%, from 2020 primarily due to lower outside repair, loading/unloading and parts costs.





Depreciation relates to owned tractors, trailers, containers, auxiliary power
units, communication units, terminal facilities and other assets. The $331,000,
or 0.3%, decrease in depreciation in 2021 was primarily due to a decrease in the
size of our fleet of tractors partially offset by increased depreciation for our
refrigerated containers. We expect our annual cost of tractor and trailer
ownership will increase in future periods as a result of higher prices of new
equipment, which will result in greater depreciation over the useful life.



The $5.5 million, or 11.5%, decrease in insurance and claims in 2021 was
primarily due to decreases in the cost of our self-insured physical damage
claims related to our revenue equipment and our self-insured auto liability and
workers' compensation claims, partially offset by an increase in our insurance
premiums.



Gain on disposition of revenue equipment was $16.3 million in 2021, up from $8.7
million in 2020 primarily due to an increase in the average gain for our tractor
and trailer sales along with an increase in the number of units sold.



Gain on disposition of facility was $1.7 million in 2020. The disposition of the
facility, located in Forest Park, GA, was part of our long-term program to
expand and update the footprint of our facilities throughout the United States.
We held the facility as rental property since 2011 after constructing a larger
facility in the area.


The $5.2 million increase in other operating expenses in 2021 was primarily due to increased costs associated with driver recruitment and retention.





Our operating income improved 19.8% to $111.7 million in 2021 from $93.2 million
in 2020 as a result of the foregoing factors. Our operating expenses as a
percentage of operating revenue, or "operating ratio," improved to 88.5% in 2021
from 89.3% in 2020. The operating ratio for our Truckload segment was 87.1% in
2021 and 89.5% in 2020, for our Dedicated segment was 89.0% in 2021 and 86.8% in
2020, for our Intermodal segment was 90.7% in 2021 and 93.5% in 2020, and for
our Brokerage segment was 89.8% in 2021 and 92.8% in 2020. Operating expenses as
a percentage of operating revenue, with both amounts net of fuel surcharges,
improved to 87.0% in 2021 from 88.2% in 2020.



Our effective income tax rate decreased to 23.5% in 2021 from 25.6% in 2020 primarily due to decreases in per diem and other non-deductible expenses and in state income taxes.





As a result of the factors described above, net income improved 22.9% to $85.4
million, or $1.02 per diluted share, in 2021 from $69.5 million, or $0.84 per
diluted share, in 2020.



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Liquidity and Capital Resources





Our business requires substantial, ongoing capital investments, particularly for
new tractors and trailers. Our primary sources of liquidity are funds provided
by operations and our revolving credit facility. A portion of our tractor fleet
is provided by independent contractors who own and operate their own equipment.
We have no capital expenditure requirements relating to those drivers who own
their tractors or obtain financing through third parties.



The table below reflects our net cash flows provided by operating activities, net cash flows used for investing activities and net cash flows used for financing activities for the years indicated.





(In thousands)                                       2022            2021   

2020


Net cash flows provided by operating activities   $   219,489     $   171,204     $   189,598
Net cash flows used for investing activities         (134,958 )      (123,734 )      (106,325 )
Net cash flows used for financing activities          (60,926 )       (56,602 )       (48,607 )




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 or fourth quarters of 2022 or in 2021. We repurchased and retired 53,064
shares of common stock for $597,000 in the first quarter of 2020. As of December
31, 2022, future repurchases of up to $33.2 million, or approximately 2.2
million shares, were available in the share repurchase program.



In 2022, net cash flows provided by operating activities of $219.5 million were
primarily used to purchase new revenue equipment, net of proceeds from
dispositions, in the amount of $120.9 million, to repurchase and retire 2.3
million shares of our common stock for $41.8 million, to pay cash dividends of
$19.6 million, and to construct and upgrade regional operating facilities in the
amount of $11.2 million, resulting in a $23.6 million increase in cash and cash
equivalents. In 2021, net cash flows provided by operating activities of $171.2
million were primarily used to purchase new revenue equipment, net of proceeds
from dispositions, in the amount of $118.3 million, to pay cash dividends of
$54.7 million, and to construct and upgrade regional operating facilities in the
amount of $4.3 million, resulting in a $9.1 million decrease in cash and cash
equivalents. In 2020, net cash flows provided by operating activities of $189.6
million were primarily used to purchase new revenue equipment, net of proceeds
from dispositions, in the amount of $102.2 million, to pay cash dividends of
$52.4 million, and to upgrade and acquire regional operating facilities in the
amount of $5.4 million, resulting in a $34.7 million increase in cash and cash
equivalents.



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We estimate that capital expenditures, net of proceeds from dispositions, will
be approximately $225 million in 2023. This amount includes commitments to
purchase $164.3 million of new revenue equipment and $4.7 million in building
construction in 2023. Additionally, operating lease obligations total $774,000
through 2028. A quarterly cash dividend of $0.06 per share of common stock was
paid in each quarter of 2022 which totaled $19.6 million. We paid cash dividends
totaling $54.7 million in 2021 which consisted of a special dividend of $0.50
per share of common stock in October, along with quarterly cash dividends of
$0.04 per share of common stock in March, June, October and December. We paid
cash dividends totaling $52.4 million in 2020 which consisted of a special
dividend of $0.50 per share of common stock in December, along with quarterly
cash dividends of $0.04 per share of common stock in the third and fourth
quarters and of $0.027 per share of common stock in the first and second
quarters. We currently expect to continue to pay quarterly cash dividends in the
future. The payment of cash dividends in the future, and the amount of any such
dividends, will depend upon our financial condition, results of operations, cash
requirements, and certain corporate law requirements, as well as other factors
deemed relevant by our Board of Directors. 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.



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 December
31, 2022, 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, there was also no outstanding principal
balance on the facility. As of that date, we had outstanding standby letters of
credit of $18.5 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
7.5% at December 31, 2022.



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. Waivers 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 were obtained from the lender in March
2022 and August 2021, respectively. A similar waiver of up to $60 million in
2020 was obtained from the lender in November 2020. 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 December 31, 2022
and December 31, 2021.



Other than our obligations for revenue equipment and building construction
purchases and operating lease expenditures, along with our outstanding standby
letters of credit to guarantee settlement of self-insurance claims, which are
each mentioned above, we did not have any material off-balance sheet
arrangements at December 31, 2022.



Seasonality



Our tractor productivity generally decreases during the winter season because
inclement weather impedes operations and some shippers reduce their shipments.
At the same time, operating expenses generally increase, with harsh weather
creating higher accident frequency, increased claims, lower fuel efficiency and
more equipment repairs.



Critical Accounting Estimates



The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions about future events and apply judgments that affect the reported
amounts of assets, liabilities, revenue and expenses in our consolidated
financial statements and related notes. We base our estimates, assumptions and
judgments on historical experience, current trends and other factors believed to
be relevant at the time our consolidated financial statements are prepared.
However, because future events and their effects cannot be determined with
certainty, actual results could differ from our estimates and assumptions, and
such differences could be material. We believe that the following area involves
critical accounting estimates due to the levels of subjectivity and judgment
that are necessary to account for its highly uncertain matters, the
susceptibility of such matters to change, and the potentially material impact
these estimates and assumptions could have to our financial condition and
operating performance.



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Auto Liability and Workers' Compensation Claims Reserves. We self-insure for our
portion of claims exposure resulting from auto liability and workers'
compensation claims. We are responsible for the first $1.0 million on each auto
liability claim and for the first $750,000 on each workers' compensation claim.
Additionally, we have $16.1 million in standby letters of credit to guarantee
settlement of claims under agreements with our insurance carriers and regulatory
authorities. 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. However, we could suffer a series
of losses within our self-insured retention limits or losses over our policy
limits, which could negatively affect our financial condition and operating
results. Our auto liability and workers' compensation claims expense and the
related claims reserves will vary primarily based upon the frequency and
severity of our accident experience. The total auto liability and workers'
compensation claims reserves within the insurance and claims accruals in our
consolidated balance sheets were $39.3 million and $36.8 million as of December
31, 2022 and 2021, respectively. The excess of the insurance and claims accruals
over these amounts relates to general liability, cargo and property damage
claims, along with reserves for physical damage to our equipment and outstanding
employees' health insurance claims.



We reserve for the estimated cost of the uninsured portion of pending auto
liability and workers' compensation claims, including legal costs. These case
reserves are periodically evaluated and adjusted based on our continuing
evaluation of the nature and severity of each individual claim. Claims
development factors are applied to the total amount of the individual claims'
case reserves by year incurred to estimate future claims development based on
our historical experience. Our claims development factors phase down each year
over nine years for auto liability claims and eleven years for workers'
compensation claims from the year incurred. We also ensure that our total
recorded auto liability and workers' compensation claims reserves are within a
range of reasonable amounts determined in an independent actuarial analysis.
There were no changes to our methodology used to estimate our ultimate claims
losses in 2022 or 2021. Projection of losses is subject to a high level of
estimation uncertainty and actual results could differ from these current
estimates. Our estimates require judgments concerning the nature and severity of
each claim, historical trends, consultation with actuarial experts, settlement
patterns, jury awards, litigation trends, and legal interpretations, which are
difficult to predict.

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