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, 2022. We do not assume, and specifically disclaim, any obligation
to update any forward-looking statement contained in this report.



Overview



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



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



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



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



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



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



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





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



                                       10
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Our operating revenue increased $10.7 million, or 3.7%, in the first three
months of 2023 from the first three months of 2022. Our operating revenue, net
of fuel surcharges, increased $9.6 million, or 3.9%, compared with the first
three months of 2022. Truckload segment revenue, net of fuel surcharges,
increased 7.5% from the first three months of 2022, primarily due to an increase
in our fleet size, partially offset by a decrease in our average revenue per
tractor. Dedicated segment revenue, net of fuel surcharges, increased 10.7% from
the first three months of 2022, primarily due to increases in each of our fleet
size and average revenue per tractor. Intermodal segment revenue, net of fuel
surcharges, decreased 8.6% from the first three months of 2022, primarily due to
a decrease in our number of loads, partially offset by an increase in our
revenue per load. Brokerage segment revenue decreased 8.1% from the first three
months of 2022, primarily due to a decrease in our revenue per load, partially
offset by an increase in our number of loads. Fuel surcharge revenue increased
to $43.1 million in the first three months of 2023 from $42.0 million in the
first three months of 2022.



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



Our operating income declined 19.1% to $29.0 million in the first three months
of 2023 from $35.9 million in the first three months of 2022. Our operating
expenses as a percentage of operating revenue, or "operating ratio," was 90.3%
in the first three months of 2023 and 87.5% in the first three months of 2022.
Operating expenses as a percentage of operating revenue, with both amounts net
of fuel surcharges, increased to 88.6% in the first three months of 2023 from
85.4% in the first three months of 2022. Our net income declined 18.3% to $22.5
million, or $0.28 per diluted share, in the first three months of 2023 from
$27.5 million, or $0.33 per diluted share, in the first three months of 2022.



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



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



                                       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.



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,
                                                           2023              2022
Truckload Segment:
Revenue (in thousands)                                 $     120,626     $     112,790
Average revenue, net of fuel surcharges, per tractor
per week(1)                                            $       4,571     $       4,977
Average tractors(1)                                            1,741             1,487
Average miles per trip                                           510               520
Total miles (in thousands)                                    38,237            35,372

Dedicated Segment:
Revenue (in thousands)                                 $     106,449     $      96,760
Average revenue, net of fuel surcharges, per tractor
per week(1)                                            $       3,960     $       3,851
Average tractors(1)                                            1,705             1,584
Average miles per trip                                           333               341
Total miles (in thousands)                                    34,076            32,753

Intermodal Segment:
Revenue (in thousands)                                 $      28,589     $      31,642
Loads                                                          7,277             8,294
Average tractors                                                 180               162

Brokerage Segment:
Revenue (in thousands)                                 $      42,359     $      46,089
Loads                                                         20,688            19,684



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

contractors. Independent contractors provided 95 and 87 tractors as of March


     31, 2023 and 2022, respectively.




                                       12

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Comparison of Three Months Ended March 31, 2023 to Three Months Ended March 31, 2022





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



                                                                           Dollar           Percentage
                                                                           Change             Change
                                                Three Months            Three Months       Three Months
                                                    Ended                  Ended              Ended
                                                  March 31,              March 31,          March 31,
(Dollars in thousands)                       2023          2022        2023 vs. 2022      2023 vs. 2022
Operating revenue:
Truckload revenue, net of fuel surcharge
revenue                                    $ 102,320     $  95,170     $        7,150                7.5 %
Truckload fuel surcharge revenue              18,306        17,620                686                3.9
Total Truckload revenue                      120,626       112,790              7,836                6.9

Dedicated revenue, net of fuel surcharge
revenue                                       86,831        78,421              8,410               10.7
Dedicated fuel surcharge revenue              19,618        18,339              1,279                7.0
Total Dedicated revenue                      106,449        96,760              9,689               10.0

Intermodal revenue, net of fuel
surcharge revenue                             23,401        25,605             (2,204 )             (8.6 )
Intermodal fuel surcharge revenue              5,188         6,037               (849 )            (14.1 )
Total Intermodal revenue                      28,589        31,642             (3,053 )             (9.6 )

Brokerage revenue                             42,359        46,089             (3,730 )             (8.1 )

Total operating revenue                    $ 298,023     $ 287,281     $       10,742                3.7 %

Operating income:
Truckload                                  $  10,041     $  15,571     $       (5,530 )            (35.5 )%
Dedicated                                     13,684        10,645              3,039               28.5
Intermodal                                       787         5,036             (4,249 )            (84.4 )
Brokerage                                      4,498         4,606               (108 )             (2.3 )
Total operating income                     $  29,010     $  35,858     $       (6,848 )            (19.1 )%

Operating ratio:
Truckload                                       91.7 %        86.2 %
Dedicated                                       87.1          89.0
Intermodal                                      97.2          84.1
Brokerage                                       89.4          90.0
Consolidated operating ratio                    90.3 %        87.5 %

Operating ratio, net of fuel surcharges:
Truckload                                       90.2 %        83.6 %
Dedicated                                       84.2          86.4
Intermodal                                      96.6          80.3
Brokerage                                       89.4          90.0
Consolidated operating ratio, net of
fuel surcharges                                 88.6 %        85.4 %




Our operating revenue increased $10.7 million, or 3.7%, to $298.0 million in the
2023 period from $287.3 million in the 2022 period. Our operating revenue, net
of fuel surcharges, increased $9.6 million, or 3.9%, to $254.9 million in the
2023 period from $245.3 million in the 2022 period. This increase in the 2023
period was due to an $8.4 million increase in Dedicated revenue, net of fuel
surcharges, and a $7.2 million increase in Truckload revenue, net of fuel
surcharges, partially offset by a $2.2 million decrease in Intermodal revenue,
net of fuel surcharges, and a $3.7 million decrease in Brokerage revenue. Fuel
surcharge revenue increased to $43.1 million in the 2023 period from $42.0
million in the 2022 period.



                                       13

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In addition to the factors discussed below, our profitability across each
segment in the 2023 period was impacted by widespread severe winter weather and
a freight market which has considerably softened from the exceptionally tight
conditions during the 2022 period.



Truckload segment revenue increased $7.8 million, or 6.9%, to $120.6 million in
the 2023 period from $112.8 million in the 2022 period. Truckload segment
revenue, net of fuel surcharges, increased $7.2 million, or 7.5%, to $102.3
million in the 2023 period from $95.2 million in the 2022 period primarily due
to an increase in our fleet size, partially offset by a decrease in our average
revenue per tractor. The operating ratio increased to 91.7% in the 2023 period
from 86.2% in the 2022 period. Impacting the 2023 period operating ratio were
higher company driver compensation, depreciation, maintenance and net fuel costs
as a percentage of revenue.



Dedicated segment revenue increased $9.7 million, or 10.0%, to $106.4 million in
the 2023 period from $96.8 million in the 2022 period. Dedicated segment
revenue, net of fuel surcharges, increased 10.7% primarily due to increases in
each of our fleet size and average revenue per tractor. The operating ratio in
the 2023 period improved to 87.1% from 89.0% in the 2022 period. The 2023 period
was positively impacted by the increase in our average revenue per tractor and
lower net fuel and driver recruiting and retention costs, partially offset by
higher maintenance and insurance and claims costs.



Intermodal segment revenue decreased $3.1 million, or 9.6%, to $28.6 million in
the 2023 period from $31.6 million in the 2022 period. Intermodal segment
revenue, net of fuel surcharges, decreased 8.6% from the 2022 period primarily
due to a decrease in our number of loads, partially offset by an increase in our
revenue per load. The operating ratio in the 2023 period increased to 97.2% from
84.1% in the 2022 period. Impacting the 2023 period operating ratio were higher
net fuel, company driver compensation, purchased transportation, chassis rental
and depreciation costs as a percentage of our revenue.



Brokerage segment revenue decreased $3.7 million, or 8.1%, to $42.4 million in
the 2023 period from $46.1 million in the 2022 period primarily due to a
decrease in our revenue per load, partially offset by an increase in our number
of loads. The improvement in the operating ratio in the 2023 period to 89.4%
from 90.0% was primarily due to a decrease in purchased transportation amounts
payable to carriers as a percentage of our revenue.



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



                                               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)                     2023 vs. 2022      2023 vs. 2022          2023          2022

Operating revenue                          $       10,742                3.7 %         100.0 %       100.0 %
Operating expenses (income):
Salaries, wages and benefits                        9,167               10.3            33.1          31.1
Purchased transportation                           (3,207 )             (5.6 )          18.2          19.9
Fuel and fuel taxes                                 2,428                5.5            15.7          15.4
Supplies and maintenance                            3,674               29.8             5.4           4.3
Depreciation                                        3,387               13.0             9.9           9.1
Operating taxes and licenses                          128                4.8             0.9           0.9
Insurance and claims                                2,366               18.6             5.1           4.4
Communications and utilities                          266               11.7             0.8           0.8
Gain on disposition of revenue equipment             (706 )            (15.6 )          (1.8 )        (1.6 )
Other                                                  87                1.0             3.0           3.1
Total operating expenses                           17,590                7.0            90.3          87.5
Operating income                                   (6,848 )            (19.1 )           9.7          12.5
Other                                                (837 )        (11,957.1 )          (0.3 )           -
Income before income taxes                         (6,011 )            (16.8 )          10.0          12.5
Income taxes expense                                 (980 )            (11.8 )           2.5           2.9
Net income                                 $       (5,031 )            (18.3 )%          7.6 %         9.6 %




                                       14

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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 $9.2
million, or 10.3%, in the 2023 period from the 2022 period. This increase
resulted primarily from additional company driver compensation expense of $7.4
million and a $2.4 million increase in non-driver compensation expense,
partially offset by a $2.3 million decrease in bonus compensation expense for
our non-driver employees.



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



Fuel and fuel taxes increased by $2.4 million, or 5.5%, in the 2023 period from
the 2022 period. Net fuel expense (fuel and fuel taxes net of fuel surcharge
revenue and surcharges passed through to independent contractors, outside
drayage carriers and railroads) increased $1.9 million, or 27.5%, to $8.8
million in the 2023 period from $6.9 million in the 2022 period. Fuel surcharges
passed through to independent contractors, outside drayage carriers and
railroads increased to $5.1 million from $4.5 million in the 2022 period. The
United States Department of Energy, or DOE, national average cost of fuel
increased to $4.41 per gallon from $4.24 per gallon in the 2022 period. Our net
fuel expense increased to 4.1% of Truckload, Dedicated and Intermodal segment
revenue, net of fuel surcharges, in the 2023 period from 3.5% in the 2022
period. We have worked diligently to control fuel usage and costs by improving
our volume purchasing arrangements and optimizing our drivers' fuel purchases
with national fuel centers, focusing on shorter lengths of haul, installing and
tightly managing the use of auxiliary power units in our tractors to minimize
engine idling and improving fuel usage in the temperature-control units on our
trailers. Auxiliary power units, which we have installed in our company-owned
tractors, provide climate control and electrical power for our drivers without
idling the tractor engine.



Supplies and maintenance consist of repairs, maintenance, tires, parts, oil and
engine fluids, along with load-specific expenses including loading/unloading,
tolls, pallets and trailer hostling. Our supplies and maintenance expense
increased $3.7 million, or 29.8%, from the 2022 period, primarily due to higher
outside repair, parts, tires and loading/unloading costs.



Depreciation relates to owned tractors, trailers, containers, auxiliary power
units, communication units, terminal facilities and other assets. The $3.4
million, or 13.0%, increase in depreciation in the 2023 period was primarily due
to an increase in the size of our tractor and trailer fleets along with higher
prices of new equipment. We expect our annual cost of tractor and trailer
ownership will increase in future periods as a result of continued higher prices
of new equipment, which will result in greater depreciation over the useful
life.



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 $2.4 million, or 18.6%,
increase in insurance and claims in the 2023 period was primarily due to
increases in the cost of physical damage claims related to our revenue equipment
and in our self-insured auto liability claim costs. 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.



                                       15
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Gain on disposition of revenue equipment was $5.2 million in the 2023 period, up
from $4.5 million in the 2022 period primarily due to an increase in the number
of units sold, partially offset by a decrease 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.



Our operating income declined 19.1% to $29.0 million in the 2023 period from
$35.9 million in the 2022 period as a result of the foregoing factors. Our
operating expenses as a percentage of operating revenue, or "operating ratio,"
was 90.3% in the 2023 period and 87.5% in the 2022 period. The operating ratio
for our Truckload segment was 91.7% in the 2023 period and 86.2% in the 2022
period, for our Dedicated segment was 87.1% in the 2023 period and 89.0% in the
2022 period, for our Intermodal segment was 97.2% in the 2023 period and 84.1%
in the 2022 period, and for our Brokerage segment was 89.4% in the 2023 period
and 90.0% in the 2022 period. Operating expenses as a percentage of operating
revenue, with both amounts net of fuel surcharges, was 88.6% in the 2023 period
and 85.4% in the 2022 period.



Other non-operating income increased to $844,000 from $7,000 in the 2022 period due to increased interest income earned on our cash and cash equivalents.

Our effective income tax rate increased to 24.6% in the 2023 period from 23.2% in the 2022 period primarily due to increases in per diem and other non-deductible expenses.





As a result of the factors described above, net income declined 18.3% to $22.5
million, or $0.28 per diluted share, in the 2023 period from $27.5 million, or
$0.33 per diluted share, in the 2022 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/provided by investing activities and net cash flows used
for financing activities for the periods indicated.



                                                                  Three Months
                                                                 Ended March 31,
(In thousands)                                                 2023          2022
Net cash flows provided by operating activities              $  49,232     $  39,940
Net cash flows (used for)/provided by investing activities     (28,280 )    

409


Net cash flows (used for) financing activities                  (5,264 )     (30,817 )




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 the first quarter of 2023. As of March
31, 2023, future repurchases of up to $33.2 million, or approximately 2.2
million shares, were available in the share repurchase program.



                                       16
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In the first three months of 2023, net cash flows provided by operating
activities of $49.2 million were primarily used to purchase new revenue
equipment, net of proceeds from dispositions, in the amount of $26.1 million, to
pay cash dividends of $4.9 million, and to construct and upgrade regional
operating facilities in the amount of $2.1 million, resulting in a $15.7 million
increase in cash and cash equivalents. In the first three months of 2022, net
cash flows provided by operating activities of $39.9 million were primarily used
to repurchase and retire 1.3 million shares of our common stock for $25.0
million, to pay cash dividends of $5.0 million, and to construct and upgrade
regional operating facilities in the amount of $2.5 million, resulting in a $9.5
million increase in cash and cash equivalents.



We estimate that capital expenditures, net of proceeds from dispositions, will
be approximately $197 million for the remainder of 2023. This amount includes
commitments to purchase $154.9 million of new revenue equipment and $3.5 million
in building construction through the remainder of 2023. Additionally, operating
lease obligations total $691,000 through 2028. Quarterly cash dividends of $0.06
per share of common stock were paid in each of the first quarters of 2023 and
2022 which totaled $4.9 million and $5.0 million, respectively. 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 March
31, 2023, there was no outstanding principal balance on the facility. As of that
date, we had outstanding standby letters of credit to guarantee settlement of
self-insurance claims of $16.1 million and remaining borrowing availability of
$13.9 million. At December 31, 2022, there was also no outstanding principal
balance on the facility. As of that date, we had outstanding standby letters of
credit of $16.1 million on the facility. This facility bears interest at a
variable rate based on the Term SOFR Rate plus applicable margins. The interest
rate for the facility that would apply to outstanding principal balances was
8.0% at March 31, 2023.



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



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 March 31, 2023.



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



There have been no material changes in the critical accounting estimates
disclosed by us under Part II, Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations - Critical Accounting Estimates
contained in the Annual Report on Form 10-K for the year ended December 31,
2022.



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