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, 2020. 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.



The primary source of our operating revenue is provided by our Truckload segment
through 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 temperature-controlled trailers and, beginning in September
2019, our refrigerated containers, 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.



                                       10
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Our operating revenue increased $4.4 million, or 2.0%, in the first three months
of 2021 from the first three months of 2020. Our operating revenue, net of fuel
surcharges, increased $4.8 million, or 2.5%, compared with the first three
months of 2020. Truckload segment revenue, net of fuel surcharges, increased
0.1% from the first three months of 2020 due to an increase in our average
revenue per tractor, substantially offset by a reduction in our average number
of tractors. Dedicated segment revenue, net of fuel surcharges, increased 4.3%
from the first three months of 2020 primarily due to fleet growth driven by an
increase in the number of Dedicated contracts we have with our customers.
Intermodal segment revenue, net of fuel surcharges, decreased 5.6% primarily due
to decreased load volume. Brokerage segment revenue increased 12.5% primarily
due to an increase in revenue per load in the first three months of 2021. Fuel
surcharge revenue decreased slightly to $24.9 million in the first three months
of 2021 from $25.2 million in the first three months of 2020.



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 33.1% from $18.0 million in the first three months
of 2020 to $24.0 million in the first three months of 2021, a period in which we
overcame the impact of the severe winter weather in February 2021. Our operating
expenses as a percentage of operating revenue, or "operating ratio," improved to
89.2% in the first three months of 2021 from 91.8% in the first three months of
2020. Operating expenses as a percentage of operating revenue, with both amounts
net of fuel surcharges, improved to 87.9% in the first three months of 2021 from
90.7% in the first three months of 2020. Our net income improved 31.3% to $18.0
million, or $0.22 per diluted share, in the first three months of 2021 from
$13.7 million, or $0.17 per diluted share, in the first three months of 2020.



Our business requires substantial, ongoing capital investments, particularly for
new tractors and trailers. At March 31, 2021, we had $88.6 million of cash and
cash equivalents, $635.0 million in stockholders' equity and no long-term debt
outstanding. In the first three months of 2021, net cash flows provided by
operating activities of $43.6 million were primarily used to purchase new
revenue equipment, net of proceeds from dispositions, in the amount of $16.3
million, to pay cash dividends of $3.3 million, and to upgrade regional
operating facilities in the amount of $591,000, resulting in a $22.5 million
increase in cash and cash equivalents. We estimate that capital expenditures,
net of proceeds from dispositions, will be approximately $135 million for the
remainder of 2021. 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.



                                       11
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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 condensed
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.



COVID-19 Update



The demand that our customers have from their customers within the COVID-19
pandemic for the food, beverages and other consumer goods that we transport and
distribute varies significantly for each customer across their individual
products, by region and in total - with the level of demand by freight lane also
subject to significant fluctuations. Our continual redeployment of our drivers
to match the changing freight demand by lane while minimizing empty miles has
been and will continue to be imperative to the utilization of our revenue
equipment and our operating revenue through this environment. Our execution of
our unique multifaceted business model across our diverse customer base,
including our ability to quickly make data-driven decisions and adjustments
utilizing our in-house operating technology, has and will continue to be one of
our key strengths as we proactively navigate through this fast-changing
landscape in providing our essential service.



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 believe we are well-positioned for the sustainability of our
business from a balance sheet perspective.



We fully embrace our responsibility to keep our valued employees safe, healthy and informed and have implemented measures including the following:

- Throughout our headquarters and regional operating facilities, we are applying

the social distancing guidelines by having a number of our office employees


    work from their homes and by staggering shift and break times for our
    maintenance personnel.



- We have increased the frequency and extent of disinfecting and cleaning of


    each of our facilities and thoroughly disinfect all tractors prior to
    assignment to our drivers.




  - We provide hand sanitizer and masks to all of our employees. When hand

sanitizer was not available in March 2020, we purchased the components and


    prepared and distributed over 6,000 bottles.



- We provide clear communication to our employees promoting essential healthy

hygiene habits and assist in responsibly responding to potential symptoms


    including self-quarantining and testing.




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Results of Operations


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





                                                                Three Months
                                                               Ended March 31,
                                                           2021              2020
Truckload Segment:
Revenue (in thousands)                                 $      94,915     $      95,132
Average revenue, net of fuel surcharges, per tractor
per week(1)                                            $       4,057     $       3,814
Average tractors(1)                                            1,609             1,691
Average miles per trip                                           534               559
Total miles (in thousands)                                    38,283            41,039

Dedicated Segment:
Revenue (in thousands)                                 $      78,237     $      75,037
Average revenue, net of fuel surcharges, per tractor
per week(1)                                            $       3,214     $       3,304
Average tractors(1)                                            1,619             1,494
Average miles per trip                                           307               306
Total miles (in thousands)                                    31,999            31,536

Intermodal Segment:
Revenue (in thousands)                                 $      22,004     $      23,680
Loads                                                          7,982             9,737
Average tractors                                                 134               100

Brokerage Segment:
Revenue (in thousands)                                 $      27,890     $      24,797
Loads                                                         14,575            16,108



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


      contractors. Independent contractors provided 133 and 106 tractors as of
      March 31, 2021 and 2020, respectively.




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Comparison of Three Months Ended March 31, 2021 to Three Months Ended March 31, 2020





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:



                                                                           Dollar           Percentage
                                                                           Change             Change
                                                Three Months            Three Months       Three Months
                                                    Ended                  Ended              Ended
                                                  March 31,              March 31,          March 31,
(Dollars in thousands)                       2021          2020        2021 vs. 2020      2021 vs. 2020
Operating revenue:
Truckload revenue, net of fuel surcharge
revenue                                    $  83,919     $  83,857     $           62                0.1 %
Truckload fuel surcharge revenue              10,996        11,275               (279 )             (2.5 )
Total Truckload revenue                       94,915        95,132               (217 )             (0.2 )

Dedicated revenue, net of fuel surcharge
revenue                                       66,902        64,159              2,743                4.3
Dedicated fuel surcharge revenue              11,335        10,878                457                4.2
Total Dedicated revenue                       78,237        75,037              3,200                4.3

Intermodal revenue, net of fuel
surcharge revenue                             19,446        20,594             (1,148 )             (5.6 )
Intermodal fuel surcharge revenue              2,558         3,086               (528 )            (17.1 )
Total Intermodal revenue                      22,004        23,680             (1,676 )             (7.1 )

Brokerage revenue                             27,890        24,797              3,093               12.5

Total operating revenue                    $ 223,046     $ 218,646     $        4,400                2.0 %

Operating income:
Truckload                                  $  11,415     $   6,785     $        4,630               68.2 %
Dedicated                                      8,936         8,533                403                4.7
Intermodal                                     1,461         1,306                155               11.9
Brokerage                                      2,186         1,408                778               55.3
Total operating income                     $  23,998     $  18,032     $        5,966               33.1 %

Operating ratio(1):
Truckload                                       88.0 %        92.9 %
Dedicated                                       88.6          88.6
Intermodal                                      93.4          94.5
Brokerage                                       92.2          94.3
Consolidated operating ratio                    89.2 %        91.8 %




  (1) Represents operating expenses as a percentage of operating revenue.




Our operating revenue increased $4.4 million, or 2.0%, to $223.0 million in the
2021 period from $218.6 million in the 2020 period. Our operating revenue, net
of fuel surcharges, increased $4.8 million, or 2.5%, to $198.2 million in the
2021 period from $193.4 million in the 2020 period. This increase was due to a
$3.1 million increase in Brokerage revenue, a $2.7 million increase in Dedicated
revenue, net of fuel surcharges, and a $62,000 increase in Truckload revenue,
net of fuel surcharges, partially offset by a $1.1 million decrease in
Intermodal revenue, net of fuel surcharges. Fuel surcharge revenue decreased
slightly to $24.9 million in the 2021 period from $25.2 million in the 2020
period.



                                       14

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Truckload segment revenue decreased $217,000, or 0.2%, to $94.9 million in the
2021 period from $95.1 million in the 2020 period. Truckload segment revenue,
net of fuel surcharges, increased $62,000, or 0.1%, and was $83.9 million in
each of the 2021 and 2020 periods. During the 2021 period, an increase in our
average revenue per tractor was substantially offset by a reduction in our
average number of tractors. The improvement in the operating ratio in the 2021
period was primarily due to an increase in our average revenue per tractor due
to increased rates with our customers.



Dedicated segment revenue increased $3.2 million, or 4.3%, to $78.2 million in
the 2021 period from $75.0 million in the 2020 period. Dedicated segment
revenue, net of fuel surcharges, increased 4.3% primarily due to fleet growth
driven by an increase in the number of Dedicated contracts we have with our
customers. The operating ratio was consistent in both the 2021 and 2020 periods.



Intermodal segment revenue decreased $1.7 million, or 7.1%, to $22.0 million in
the 2021 period from $23.7 million in the 2020 period. Intermodal segment
revenue, net of fuel surcharges, decreased 5.6% from the 2020 period primarily
due to a decrease in load volume. The improvement in the operating ratio in the
2021 period was primarily due to a decrease in the amounts payable to railroads
as a percentage of our revenue.



Brokerage segment revenue increased $3.1 million, or 12.5%, to $27.9 million in
the 2021 period from $24.8 million in the 2020 period primarily due to an
increase in revenue per load. The improvement in the operating ratio in the 2021
period was primarily due to a decrease in the amounts payable to carriers for
transportation services which we arranged as a percentage of our Brokerage
revenue and increased rates with our customers.



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:



                                               Dollar           Percentage            Percentage of
                                               Change             Change            Operating Revenue
                                            Three Months       Three Months            Three Months
                                               Ended              Ended                   Ended
                                             March 31,          March 31,               March 31,
(Dollars in thousands)                     2021 vs. 2020      2021 vs. 2020         2021          2020

Operating revenue                          $        4,400                2.0 %        100.0 %       100.0 %
Operating expenses (income):
Salaries, wages and benefits                          237                0.3           32.7          33.3
Purchased transportation                              320                0.8           18.3          18.5
Fuel and fuel taxes                                   640                2.3           13.0          12.9
Supplies and maintenance                           (1,213 )             (9.9 )          4.9           5.6
Depreciation                                          260                1.0           11.5          11.6
Operating taxes and licenses                           73                2.8            1.2           1.2
Insurance and claims                                 (838 )             (6.8 )          5.1           5.6
Communications and utilities                           98                4.9            0.9           0.9
Gain on disposition of revenue equipment             (429 )            (27.6 )         (0.9 )        (0.7 )
Other                                                (714 )            (11.7 )          2.4           2.8
Total operating expenses                           (1,566 )             (0.8 )         89.2          91.8
Operating income                                    5,966               33.1           10.8           8.2
Other                                                  87               89.7              -             -
Income before income taxes                          5,879               32.4           10.8           8.3
Income taxes expense                                1,591               36.1            2.7           2.0
Net income                                 $        4,288               31.3 %          8.1 %         6.3 %




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
$237,000, or 0.3%, in the 2021 period from the 2020 period. Bonus compensation
expense for our non-driver employees increased by $1.1 million in the 2021
period. This increase, along with other smaller increases in the components of
salaries, wages and benefits, were partially offset by a $1.4 million decrease
in employees' health insurance expense as a result of lower self-insured medical
claims.



                                       15

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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 $320,000 in total, or 0.8%, in the 2021 period
from the 2020 period. Amounts payable to railroads and drayage carriers for
transportation services within our Intermodal segment decreased $3.2 million to
$12.6 million in the 2021 period from $15.8 million in the 2020 period,
primarily due to a decrease in the volume of loads moved on the rail. Amounts
payable to carriers for transportation services we arranged in our Brokerage
segment increased $2.5 million to $23.6 million in the 2021 period from $21.1
million in the 2020 period, primarily due to an increase in the cost per load
within the tight freight market. The portion of purchased transportation expense
related to independent contractors within our Truckload and Dedicated segments,
including fuel surcharges, increased $1.1 million in the 2021 period as the
number of independent contractors rose. We expect our purchased transportation
expense to increase as we grow our Intermodal and Brokerage segments.



Fuel and fuel taxes increased by $640,000, or 2.3%, in the 2021 period from the
2020 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 $332,000, or 5.3%, to $6.6 million in the 2021
period from $6.3 million in the 2020 period. Fuel surcharges passed through to
independent contractors, outside drayage carriers and railroads decreased to
$2.6 million from $3.2 million in the 2020 period. The United States Department
of Energy, or DOE, national average cost of fuel increased slightly to $2.91 per
gallon from $2.88 per gallon in the 2020 period. Net fuel expense increased to
3.9% of Truckload, Dedicated and Intermodal segment revenue, net of fuel
surcharges, from 3.7% in the 2020 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
decreased $1.2 million, or 9.9%, from the 2020 period primarily due to lower
parts, tires and outside repair 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 $838,000, or 6.8%, decrease
in insurance and claims in the 2021 period was primarily due to a decrease in
the cost of our self-insured auto liability claims, partially offset by
increased insurance premiums. 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 $2.0 million in the 2021 period, up
from $1.6 million in the 2020 period primarily due to an increase in the number
of tractors and trailers sold. 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 $714,000 decrease in other operating expenses in the 2021 period was primarily due to decreased costs associated with travel and entertainment.





Our operating income improved 33.1% to $24.0 million in the 2021 period from
$18.0 million in the 2020 period as a result of the foregoing factors and by
overcoming the impact of the severe winter weather in February 2021. Our
operating expenses as a percentage of operating revenue, or "operating ratio,"
improved to 89.2% in the 2021 period from 91.8% in the 2020 period. The
operating ratio for our Truckload segment was 88.0% in the 2021 period and 92.9%
in the 2020 period, for our Dedicated segment was 88.6% in each of the 2021 and
2020 periods, for our Intermodal segment was 93.4% in the 2021 period and 94.5%
in the 2020 period, and for our Brokerage segment was 92.2% in the 2021 period
and 94.3% in the 2020 period. Operating expenses as a percentage of operating
revenue, with both amounts net of fuel surcharges, improved to 87.9% in the 2021
period from 90.7% in the 2020 period.



                                       16
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Our effective income tax rate increased to 25.0% in the 2021 period from 24.3% in the 2020 period.





As a result of the factors described above, net income improved 31.3% to $18.0
million, or $0.22 per diluted share, in the 2021 period from $13.7 million, or
$0.17 per diluted share, in the 2020 period.



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 periods indicated.





                                                       Three Months
                                                      Ended March 31,
(In thousands)                                      2021          2020

Net cash flows provided by operating activities $ 43,570 $ 43,480 Net cash flows used for investing activities (17,417 ) (36,632 ) Net cash flows used for financing activities (3,697 ) (2,173 )






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 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. 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 53,064 shares of common stock for $597,000 in the
first quarter of 2020. We did not repurchase any shares in the rest of 2020 or
in the first quarter of 2021. As of March 31, 2021, future repurchases of up to
$33.4 million, or approximately 2.6 million shares, were available in the share
repurchase program.



In the first three months of 2021, net cash flows provided by operating
activities of $43.6 million were primarily used to purchase new revenue
equipment, net of proceeds from dispositions, in the amount of $16.3 million, to
pay cash dividends of $3.3 million, and to upgrade regional operating facilities
in the amount of $591,000, resulting in a $22.5 million increase in cash and
cash equivalents. In the first three months of 2020, net cash flows provided by
operating activities of $43.5 million were primarily used to purchase new
revenue equipment, net of proceeds from dispositions, in the amount of $34.6
million, to pay cash dividends of $2.2 million, and to upgrade regional
operating facilities in the amount of $983,000, resulting in a $4.7 million
increase in cash and cash equivalents. Beginning in 2018, our net cash flows
have been increased by the new tax laws established by the Tax Cuts and Jobs Act
of 2017, which reduces the federal corporate statutory income tax rate and
establishes bonus depreciation that allows for full expensing of qualified
assets.



We estimate that capital expenditures, net of proceeds from dispositions, will
be approximately $135 million for the remainder of 2021. A quarterly cash
dividend of $0.04 per share of common stock was declared in the first quarter of
2021 which totaled $3.3 million. A quarterly cash dividend of $0.027 per share
of common stock was declared in the first quarter of 2020 which totaled $2.2
million. 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.



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We maintain a credit agreement that provides for an unsecured committed credit
facility with an aggregate principal amount of $30.0 million which matures in
August 2023. At March 31, 2021, 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 $17.0 million and remaining
borrowing availability of $13.0 million. This facility bears interest at a
variable rate based on the London Interbank Offered Rate or the lender's Prime
Rate, in each case plus/minus applicable margins.



Our credit facility prohibits us from paying, in any fiscal year, stock
redemptions and dividends in excess of 25% of our net income from the prior
fiscal year. A waiver allowing stock redemptions and dividends in excess of the
25% limitation in a total amount of up to $60 million in 2020 was obtained from
the lender in November 2020. This facility also contains 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 March 31, 2021 and December 31, 2020.



The following is a summary of our contractual obligations as of March 31, 2021.



                                                           Payments Due by Period
                                                     2022          2024
                                  Remainder of        And           And
(In thousands)                        2021           2023          2025         Thereafter         Total
Purchase obligations for
revenue equipment                 $     89,283     $       -     $       -     $           -     $  89,283
Operating lease obligations                376           334           116                 -           826
Total                             $     89,659     $     334     $     116     $           -     $  90,109

The obligation to issue shares of our common stock under our nonqualified deferred compensation plan at March 31, 2021 of 394,985 shares of Company common stock with a value of $6.7 million has been excluded from the above table.

Off-balance Sheet Arrangements





Other than standby letters of credit maintained in connection with our
self-insurance programs in the amount of $17.0 million along with purchase
obligations and operating leases summarized above in our summary of contractual
obligations, we did not have any other material off-balance sheet arrangements
at March 31, 2021.



Inflation and Fuel Costs



Most of our operating expenses are inflation-sensitive, with inflation generally
producing increased costs of operations. During the last two years, the most
significant effects of inflation have been on revenue equipment prices, accident
claims, health insurance and employee compensation. We attempt to limit the
effects of inflation through increases in freight rates and cost control
efforts.



In addition to inflation, fluctuations in fuel prices can affect our
profitability. We require substantial amounts of fuel to operate our tractors
and power the temperature-control units on our trailers. Substantially all of
our contracts with customers contain fuel surcharge provisions. Although we
historically have been able to pass through a significant portion of long-term
increases in fuel prices and related taxes to customers in the form of fuel
surcharges and higher rates, such increases usually are not fully recovered.
These fuel surcharge provisions are not effective in mitigating the fuel price
increases related to non-revenue miles or fuel used while the tractor is idling.



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 Policies



Our critical accounting policies are described in "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Critical Accounting
Policies" in our Annual Report on Form 10-K for the year ended December 31,
2020. We have reviewed and determined that those critical accounting policies
remain our critical accounting policies as of and for the three months ended
March 31, 2021, and that there have been no material changes to our critical
accounting policies during this period.



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