MRTN Marten Transport Ltd

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED BALANCE SHEETS

 

 

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

 

 

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

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

 

 

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

 

 

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

 

 

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

 

 

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

 

 

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

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

 

 

MARTEN TRANSPORT, LTD.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2023

(Unaudited)

 

(1) Consolidated Condensed Financial Statements

 

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements, and therefore do not include all information and disclosures required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, such statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary to fairly present our consolidated financial condition, results of operations and cash flows for the interim periods presented. The results of operations for any interim period do not necessarily indicate the results for the full year. The unaudited interim consolidated condensed financial statements should be read with reference to the consolidated financial statements and notes to consolidated financial statements in our 2022 Annual Report on Form 10-K.

 

(2) Earnings per Common Share

 

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

 

		Three Months								Nine Months
		Ended September 30,								Ended September 30,
(In thousands, except per share amounts)		2023				2022				2023				2022
Numerator:
Net income		$	13,598			$	25,646			$	57,974			$	84,840
Denominator:
Basic earnings per common share - weighted-average shares			81,306				81,061				81,260				81,889
Effect of dilutive stock options			148				286				154				266
Diluted earnings per common share - weighted-average shares and assumed conversions			81,454				81,347				81,414				82,155
Basic earnings per common share		$	0.17			$	0.32			$	0.71			$	1.04
Diluted earnings per common share		$	0.17			$	0.32			$	0.71			$	1.03

 

Options totaling 157,000 equivalent shares for each of the three-month and nine-month periods ended September 30, 2023, and 512,500 and 535,600 equivalent shares for the three-month and nine-month periods ended September 30, 2022, respectively, were outstanding but were not included in the calculation of diluted earnings per share because including the options in the denominator would be antidilutive, or decrease the number of weighted-average shares, due to their exercise prices exceeding the average market price of the common shares, or because inclusion of average unrecognized compensation expense in the calculation would cause the options to be antidilutive.

 

Unvested performance unit awards totaling 106,582 equivalent shares for each of the three-month and nine-month periods ended September 30, 2023, and 16,590 equivalent shares for each of the three-month and nine-month periods ended September 30, 2022, were considered outstanding but were not included in the calculation of diluted earnings per share because inclusion of average unrecognized compensation expense in the calculation would cause the performance units to be antidilutive.

 

6

---

 

  

(3) Long-Term Debt

 

In August 2022, we entered into a credit agreement that provides for an unsecured committed credit facility with an aggregate principal amount of $30.0 million which matures in August 2027. The credit agreement amends, restates and continues in its entirety our previous credit agreement, as amended. At September 30, 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 $19.5 million and remaining borrowing availability of $10.5 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 8.5% at September 30, 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 September 30, 2023 and December 31, 2022.

 

(4) Related Party Transactions

 

We purchase fuel and tires and obtain related services from Bauer Built, Inc., or BBI. Jerry M. Bauer, the chairman of the board and chief executive officer of BBI, is one of our directors. We paid BBI $194,000 in the first nine months of 2023 and $377,000 in the first nine months of 2022 for fuel, tires and related services. In addition, we paid $1.6 million in the first nine months of 2023 and $1.4 million in the first nine months of 2022 to tire manufacturers for tires that were provided by BBI. BBI received commissions from the tire manufacturers related to these purchases.

 

(5) Share Repurchase Program

 

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

 

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

 

(6) Dividends

 

In 2010, we announced that our Board of Directors approved a regular cash dividend program to our stockholders, subject to approval each quarter. Quarterly cash dividends of $0.06 per share of common stock were paid in each of the first three quarters of both 2023 and 2022, and totaled $14.6 million and $14.7 million in the first nine months of 2023 and 2022, respectively.

 

7

---

 

  

(7) Accounting for Share-based Payment Arrangement Compensation

 

We account for share-based payment arrangements in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 718, Compensation – Stock Compensation. During the first nine months of 2023, there were no significant changes to the structure of our stock-based award plans. Pre-tax compensation expense related to stock options and performance unit awards recorded in the first nine months of 2023 and 2022 was $1.9 million and $2.2 million, respectively.

 

(8) Termination of Deferred Compensation Plan

 

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

 

(9) Fair Value of Financial Instruments

 

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

 

(10) Commitments and Contingencies

 

We are committed to new revenue equipment purchases of $63.2 million and building construction obligations of $292,000 for the remainder of 2023. Operating lease obligation expenditures through 2028 total $566,000.

 

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

 

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

 

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

 

(11) Revenue and Business Segments

 

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

 

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

 

8

---

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

9

---

 

 

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

 

		Three Months								Nine Months
		Ended September 30,								Ended September 30,
(In thousands)		2023				2022				2023				2022
Operating revenue:
Truckload revenue, net of fuel surcharge revenue		$	96,516			$	105,905			$	300,104			$	302,883
Truckload fuel surcharge revenue			17,711				23,471				51,887				66,255
Total Truckload revenue			114,227				129,376				351,991				369,138
Dedicated revenue, net of fuel surcharge revenue			82,963				86,178				257,231				248,988
Dedicated fuel surcharge revenue			18,834				24,039				56,000				68,344
Total Dedicated revenue			101,797				110,217				313,231				317,332
Intermodal revenue, net of fuel surcharge revenue			18,122				24,303				60,277				77,589
Intermodal fuel surcharge revenue			3,925				7,600				12,724				22,923
Total Intermodal revenue			22,047				31,903				73,001				100,512
Brokerage revenue			41,467				52,952				125,010				154,312
Total operating revenue		$	279,538			$	324,448			$	863,233			$	941,294
Operating income/(loss):
Truckload		$	2,738			$	14,319			$	22,348			$	45,978
Dedicated			11,286				13,005				39,143				37,689
Intermodal			(1,074	)			778				(452	)			9,911
Brokerage			4,280				5,664				13,414				16,983
Total operating income		$	17,230			$	33,766			$	74,453			$	110,561

 

Truckload segment depreciation expense was $15.3 million and $14.5 million, Dedicated segment depreciation expense was $11.5 million and $11.5 million, Intermodal segment depreciation expense was $1.7 million and $2.0 million, and Brokerage segment depreciation expense was $462,000 and $383,000 in the three-month periods ended September 30, 2023 and 2022, respectively.

 

Truckload segment depreciation expense was $45.9 million and $40.9 million, Dedicated segment depreciation expense was $35.2 million and $33.8 million, Intermodal segment depreciation expense was $5.5 million and $5.6 million, and Brokerage segment depreciation expense was $1.4 million and $1.1 million in the nine-month periods ended September 30, 2023 and 2022, respectively.

 

(12) Use of Estimates

 

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

 

10

---

 

  

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

 

The following discussion and analysis of our financial condition and results of operations should be read together with the selected consolidated financial data and our consolidated condensed financial statements and the related notes appearing elsewhere in this report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those included in our Form 10-K, Part I, Item 1A for the year ended December 31, 2022. We do not assume, and specifically disclaim, any obligation to update any forward-looking statement contained in this report.

 

Overview

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

Our operating revenue decreased $78.1 million, or 8.3%, in the first nine months of 2023 from the first nine months of 2022. Our operating revenue, net of fuel surcharges, decreased $41.2 million, or 5.3%, compared with the first nine months of 2022. Truckload segment revenue, net of fuel surcharges, decreased 0.9% from the first nine months of 2022, primarily due to a decrease in our average revenue per tractor, despite an increase in our fleet size. Dedicated segment revenue, net of fuel surcharges, increased 3.3% from the first nine months of 2022, primarily due to an increase in our fleet size. Intermodal segment revenue, net of fuel surcharges, decreased 22.3% from the first nine months of 2022, primarily due to decreases in both our number of loads and our revenue per load. Brokerage segment revenue decreased 19.0% from the first nine months of 2022, primarily due to decreases in both our revenue per load and our number of loads. Fuel surcharge revenue decreased to $120.6 million in the first nine months of 2023 from $157.5 million in the first nine 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 32.7% to $74.5 million in the first nine months of 2023 from $110.6 million in the first nine months of 2022. Our operating expenses as a percentage of operating revenue, or “operating ratio,” was 91.4% in the first nine months of 2023 and 88.3% in the first nine months of 2022. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, increased to 90.0% in the first nine months of 2023 from 85.9% in the first nine months of 2022. Our net income declined 31.7% to $58.0 million, or $0.71 per diluted share, in the first nine months of 2023 from $84.8 million, or $1.03 per diluted share, in the first nine months of 2022.

 

Our business requires substantial, ongoing capital investments, particularly for new tractors and trailers. At September 30, 2023, we had $68.1 million of cash and cash equivalents, $749.4 million in stockholders’ equity and no long-term debt outstanding. In the first nine months of 2023, net cash flows provided by operating activities of $126.3 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $116.9 million, to pay cash dividends of $14.6 million, and to construct and upgrade regional operating facilities in the amount of $7.6 million, resulting in a $12.5 million decrease in cash and cash equivalents. We estimate that capital expenditures, net of proceeds from dispositions, will be approximately $76 million for the remainder of 2023. Quarterly cash dividends of $0.06 per share of common stock were paid in each of the first three quarters of 2023 which totaled $14.6 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 Environmental Protection Agency, or EPA, SmartWay Transport Partnership, in which freight shippers, carriers, logistics companies and other voluntary stakeholders partner with the EPA to measure, benchmark and improve logistics operations to reduce their environmental footprint.

 

 

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

 

Results of Operations

 

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

 

		Three Months								Nine Months
		Ended September 30,								Ended September 30,
		2023				2022				2023				2022
Truckload Segment:
Revenue (in thousands)		$	114,227			$	129,376			$	351,991			$	369,138
Average revenue, net of fuel surcharges, per tractor per week(1)		$	4,285			$	4,889			$	4,442			$	4,980
Average tractors(1)			1,714				1,648				1,732				1,560
Average miles per trip			529				508				515				512
Total miles (in thousands)			39,093				38,441				116,651				110,565
Dedicated Segment:
Revenue (in thousands)		$	101,797			$	110,217			$	313,231			$	317,332
Average revenue, net of fuel surcharges, per tractor per week(1)		$	3,900			$	4,006			$	3,949			$	3,977
Average tractors(1)			1,619				1,637				1,670				1,605
Average miles per trip			339				337				335				340
Total miles (in thousands)			33,039				34,513				101,948				101,400
Intermodal Segment:
Revenue (in thousands)		$	22,047			$	31,903			$	73,001			$	100,512
Loads			6,327				7,610				19,871				24,607
Average tractors			154				182				168				173
Brokerage Segment:
Revenue (in thousands)		$	41,467			$	52,952			$	125,010			$	154,312
Loads			24,077				24,896				67,483				69,902

 

(1)	Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 99 and 90 tractors as of September 30, 2023 and 2022, respectively.

 

 

Comparison of Three Months Ended September 30, 2023 to Three Months Ended September 30, 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
		September 30,								September 30,				September 30,
(Dollars in thousands)		2023				2022				2023 vs. 2022				2023 vs. 2022
Operating revenue:
Truckload revenue, net of fuel surcharge revenue		$	96,516			$	105,905			$	(9,389	)			(8.9	)%
Truckload fuel surcharge revenue			17,711				23,471				(5,760	)			(24.5	)
Total Truckload revenue			114,227				129,376				(15,149	)			(11.7	)
Dedicated revenue, net of fuel surcharge revenue			82,963				86,178				(3,215	)			(3.7	)
Dedicated fuel surcharge revenue			18,834				24,039				(5,205	)			(21.7	)
Total Dedicated revenue			101,797				110,217				(8,420	)			(7.6	)
Intermodal revenue, net of fuel surcharge revenue			18,122				24,303				(6,181	)			(25.4	)
Intermodal fuel surcharge revenue			3,925				7,600				(3,675	)			(48.4	)
Total Intermodal revenue			22,047				31,903				(9,856	)			(30.9	)
Brokerage revenue			41,467				52,952				(11,485	)			(21.7	)
Total operating revenue		$	279,538			$	324,448			$	(44,910	)			(13.8	)%
Operating income/(loss):
Truckload		$	2,738			$	14,319			$	(11,581	)			(80.9	)%
Dedicated			11,286				13,005				(1,719	)			(13.2	)
Intermodal			(1,074	)			778				(1,852	)			(238.0	)
Brokerage			4,280				5,664				(1,384	)			(24.4	)
Total operating income		$	17,230			$	33,766			$	(16,536	)			(49.0	)%
Operating ratio:
Truckload			97.6	%			88.9	%
Dedicated			88.9				88.2
Intermodal			104.9				97.6
Brokerage			89.7				89.3
Consolidated operating ratio			93.8	%			89.6	%
Operating ratio, net of fuel surcharges:
Truckload			97.2	%			86.5	%
Dedicated			86.4				84.9
Intermodal			105.9				96.8
Brokerage			89.7				89.3
Consolidated operating ratio, net of fuel surcharges			92.8	%			87.5	%

 

Our operating revenue decreased $44.9 million, or 13.8%, to $279.5 million in the 2023 period from $324.4 million in the 2022 period. Our operating revenue, net of fuel surcharges, decreased $30.3 million, or 11.2%, to $239.1 million in the 2023 period from $269.3 million in the 2022 period. This decrease in the 2023 period was due to an $11.5 million decrease in Brokerage revenue, a $9.4 million decrease in Truckload revenue, net of fuel surcharges, a $6.2 million decrease in Intermodal revenue, net of fuel surcharges, and a $3.2 million decrease in Dedicated revenue, net of fuel surcharges. Fuel surcharge revenue decreased to $40.5 million in the 2023 period from $55.1 million in the 2022 period.

 

 

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

 

Truckload segment revenue decreased $15.1 million, or 11.7%, to $114.2 million in the 2023 period from $129.4 million in the 2022 period. Truckload segment revenue, net of fuel surcharges, decreased $9.4 million, or 8.9%, to $96.5 million in the 2023 period from $105.9 million in the 2022 period primarily due to a decrease in our average revenue per tractor, despite an increase in our fleet size. The operating ratio increased to 97.6% in the 2023 period from 88.9% in the 2022 period. Impacting the 2023 period operating ratio was a decrease in our average revenue per tractor along with higher net fuel, depreciation, company driver compensation and maintenance costs as a percentage of revenue.

 

Dedicated segment revenue decreased $8.4 million, or 7.6%, to $101.8 million in the 2023 period from $110.2 million in the 2022 period. Dedicated segment revenue, net of fuel surcharges, decreased 3.7% primarily due to a decrease in our average revenue per tractor coupled with a slight decrease in our fleet size. The operating ratio in the 2023 period increased to 88.9% from 88.2% in the 2022 period. The 2023 period was impacted by a decrease in our average revenue per tractor along with higher maintenance, net fuel and depreciation costs as a percentage of revenue.

 

Intermodal segment revenue decreased $9.9 million, or 30.9%, to $22.0 million in the 2023 period from $31.9 million in the 2022 period. Intermodal segment revenue, net of fuel surcharges, decreased 25.4% from the 2022 period primarily due to decreases in both our number of loads and our revenue per load. The operating ratio in the 2023 period increased to 104.9% from 97.6% in the 2022 period. Impacting the 2023 period operating ratio was a decrease in our revenue per load along with higher net fuel, purchased transportation, depreciation, maintenance and chassis rental costs as a percentage of revenue.

 

Brokerage segment revenue decreased $11.5 million, or 21.7%, to $41.5 million in the 2023 period from $53.0 million in the 2022 period primarily due to decreases in both our revenue per load and our number of loads. The increase in the operating ratio in the 2023 period to 89.7% from 89.3% was primarily due to a decrease in our revenue per load along with increased compensation expense as a percentage of 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 Change				Percentage Change				Percentage of Operating Revenue
		Three Months Ended September 30,				Three Months Ended September 30,				Three Months Ended September 30,
(Dollars in thousands)		2023 vs. 2022				2023 vs. 2022				2023				2022
Operating revenue		$	(44,910	)			(13.8	)%			100.0	%			100.0	%
Operating expenses (income):
Salaries, wages and benefits			(7,153	)			(7.2	)			33.1				30.8
Purchased transportation			(14,730	)			(22.9	)			17.8				19.9
Fuel and fuel taxes			(8,604	)			(15.0	)			17.4				17.7
Supplies and maintenance			3,041				20.5				6.4				4.6
Depreciation			636				2.2				10.4				8.7
Operating taxes and licenses			73				2.7				1.0				0.8
Insurance and claims			1,305				10.9				4.7				3.7
Communications and utilities			449				21.0				0.9				0.7
Gain on disposition of revenue equipment			(1,944	)			(181.7	)			(1.1	)			(0.3	)
Other			(1,447	)			(14.2	)			3.1				3.1
Total operating expenses			(28,374	)			(9.8	)			93.8				89.6
Operating income			(16,536	)			(49.0	)			6.2				10.4
Other			(753	)			(285.2	)			(0.4	)			(0.1	)
Income before income taxes			(15,783	)			(46.4	)			6.5				10.5
Income taxes expense			(3,735	)			(44.5	)			1.7				2.6
Net income		$	(12,048	)			(47.0	)%			4.9	%			7.9	%

 

 

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 decreased $7.2 million, or 7.2%, in the 2023 period from the 2022 period. This decrease resulted primarily from a $4.9 million decrease in company driver compensation expense along with a $1.9 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 $14.7 million in total, or 22.9%, in the 2023 period from the 2022 period. Amounts payable to carriers for transportation services we arranged in our Brokerage segment decreased $10.2 million to $34.1 million in the 2023 period from $44.3 million in the 2022 period, primarily due to decreases in both our cost per load and number of loads. Amounts payable to railroads and drayage carriers for transportation services within our Intermodal segment decreased to $11.6 million in the 2023 period from $16.4 million in the 2022 period, primarily due to decreases in both our number of loads and cost per load. The portion of purchased transportation expense related to independent contractors within our Truckload and Dedicated segments, including fuel surcharges, increased $281,000 in the 2023 period. We expect our purchased transportation expense to increase as we grow our Intermodal and Brokerage segments.

 

Fuel and fuel taxes decreased by $8.6 million, or 15.0%, 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 $3.6 million, or 41.5%, to $12.1 million in the 2023 period from $8.6 million in the 2022 period. Fuel surcharges passed through to independent contractors, outside drayage carriers and railroads decreased to $3.9 million from $6.4 million in the 2022 period. The United States Department of Energy, or DOE, national average cost of fuel decreased to $4.24 per gallon from $5.15 per gallon in the 2022 period. Despite this price decrease, our net fuel expense increased to 6.1% of Truckload, Dedicated and Intermodal segment revenue, net of fuel surcharges, in the 2023 period from 4.0% in the 2022 period, primarily due to the record heat in the 2023 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 $3.0 million, or 20.5%, from the 2022 period primarily due to higher 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 $636,000, or 2.2%, increase in depreciation in the 2023 period was primarily due to an increase in our average 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 $1.3 million, or 10.9%, 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 insurance premiums, partially offset by a decrease 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.

 

 

Gain on disposition of revenue equipment was $3.0 million in the 2023 period, up from $1.1 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 49.0% to $17.2 million in the 2023 period from $33.8 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 93.8% in the 2023 period and 89.6% in the 2022 period. The operating ratio for our Truckload segment was 97.6% in the 2023 period and 88.9% in the 2022 period, for our Dedicated segment was 88.9% in the 2023 period and 88.2% in the 2022 period, for our Intermodal segment was 104.9% in the 2023 period and 97.6% in the 2022 period, and for our Brokerage segment was 89.7% in the 2023 period and 89.3% in the 2022 period. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, was 92.8% in the 2023 period and 87.5% in the 2022 period.

 

Other non-operating income increased to $1.0 million from $264,000 in the 2022 period due to increased interest income earned on our cash and cash equivalents.

 

Our effective income tax rate increased to 25.5% in the 2023 period from 24.6% 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 47.0% to $13.6 million, or $0.17 per diluted share, in the 2023 period from $25.6 million, or $0.32 per diluted share, in the 2022 period.

 

 

Comparison of Nine Months Ended September 30, 2023 to Nine Months Ended September 30, 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
		Nine Months								Nine Months				Nine Months
		Ended								Ended				Ended
		September 30,								September 30,				September 30,
(Dollars in thousands)		2023				2022				2023 vs. 2022				2023 vs. 2022
Operating revenue:
Truckload revenue, net of fuel surcharge revenue		$	300,104			$	302,883			$	(2,779	)			(0.9	)%
Truckload fuel surcharge revenue			51,887				66,255				(14,368	)			(21.7	)
Total Truckload revenue			351,991				369,138				(17,147	)			(4.6	)
Dedicated revenue, net of fuel surcharge revenue			257,231				248,988				8,243				3.3
Dedicated fuel surcharge revenue			56,000				68,344				(12,344	)			(18.1	)
Total Dedicated revenue			313,231				317,332				(4,101	)			(1.3	)
Intermodal revenue, net of fuel surcharge revenue			60,277				77,589				(17,312	)			(22.3	)
Intermodal fuel surcharge revenue			12,724				22,923				(10,199	)			(44.5	)
Total Intermodal revenue			73,001				100,512				(27,511	)			(27.4	)
Brokerage revenue			125,010				154,312				(29,302	)			(19.0	)
Total operating revenue		$	863,233			$	941,294			$	(78,061	)			(8.3	)%
Operating income/(loss):
Truckload		$	22,348			$	45,978			$	(23,630	)			(51.4	)%
Dedicated			39,143				37,689				1,454				3.9
Intermodal			(452	)			9,911				(10,363	)			(104.6	)
Brokerage			13,414				16,983				(3,569	)			(21.0	)
Total operating income		$	74,453			$	110,561			$	(36,108	)			(32.7	)%
Operating ratio:
Truckload			93.7	%			87.5	%
Dedicated			87.5				88.1
Intermodal			100.6				90.1
Brokerage			89.3				89.0
Consolidated operating ratio			91.4	%			88.3	%
Operating ratio, net of fuel surcharges:
Truckload			92.6	%			84.8	%
Dedicated			84.8				84.9
Intermodal			100.7				87.2
Brokerage			89.3				89.0
Consolidated operating ratio, net of fuel surcharges			90.0	%			85.9	%

 

 

Our operating revenue decreased $78.1 million, or 8.3%, to $863.2 million in the 2023 period from $941.3 million in the 2022 period. Our operating revenue, net of fuel surcharges, decreased $41.2 million, or 5.3%, to $742.6 million in the 2023 period from $783.8 million in the 2022 period. This decrease in the 2023 period was due to a $29.3 million decrease in Brokerage revenue, a $17.3 million decrease in Intermodal revenue, net of fuel surcharges, and a $2.8 million decrease in Truckload revenue, net of fuel surcharges, partially offset by an $8.2 million increase in Dedicated revenue, net of fuel surcharges. Fuel surcharge revenue decreased to $120.6 million in the 2023 period from $157.5 million in the 2022 period.

 

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

 

Truckload segment revenue decreased $17.1 million, or 4.6%, to $352.0 million in the 2023 period from $369.1 million in the 2022 period. Truckload segment revenue, net of fuel surcharges, decreased $2.8 million, or 0.9%, to $300.1 million in the 2023 period from $302.9 million in the 2022 period primarily due to a decrease in our average revenue per tractor, despite an increase in our fleet size. The operating ratio increased to 93.7% in the 2023 period from 87.5% in the 2022 period. Impacting the 2023 period operating ratio was a decrease in our average revenue per tractor along with higher company driver compensation, depreciation, maintenance and net fuel costs as a percentage of revenue.

 

Dedicated segment revenue decreased $4.1 million, or 1.3%, to $313.2 million in the 2023 period from $317.3 million in the 2022 period. Dedicated segment revenue, net of fuel surcharges, increased 3.3% primarily due to an increase in our fleet size. The operating ratio in the 2023 period improved to 87.5% from 88.1% in the 2022 period. The 2023 period was positively impacted by a reduction in driver recruiting costs and non-driver bonus compensation expense, partially offset by higher maintenance costs as a percentage of revenue.

 

Intermodal segment revenue decreased $27.5 million, or 27.4%, to $73.0 million in the 2023 period from $100.5 million in the 2022 period. Intermodal segment revenue, net of fuel surcharges, decreased 22.3% from the 2022 period primarily due to decreases in both our number of loads and our revenue per load. The operating ratio in the 2023 period increased to 100.6% from 90.1% in the 2022 period. Impacting the 2023 period operating ratio was a decrease in our revenue per load along with higher net fuel, company driver compensation, depreciation, purchased transportation, maintenance and chassis rental costs as a percentage of revenue.

 

Brokerage segment revenue decreased $29.3 million, or 19.0%, to $125.0 million in the 2023 period from $154.3 million in the 2022 period primarily due to decreases in both our revenue per load and our number of loads. The operating ratio in the 2023 period of 89.3% was up slightly from 89.0% in the 2022 period.

 

 

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 Change				Percentage Change				Percentage of Operating Revenue
		Nine Months Ended September 30,				Nine Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)		2023 vs. 2022				2023 vs. 2022				2023				2022
Operating revenue		$	(78,061	)			(8.3	)%			100.0	%			100.0	%
Operating expenses (income):
Salaries, wages and benefits			1,886				0.7				33.3				30.3
Purchased transportation			(37,118	)			(19.6	)			17.6				20.1
Fuel and fuel taxes			(25,298	)			(15.5	)			16.0				17.3
Supplies and maintenance			10,771				26.6				5.9				4.3
Depreciation			6,585				8.1				10.2				8.6
Operating taxes and licenses			294				3.7				1.0				0.9
Insurance and claims			2,709				7.1				4.7				4.0
Communications and utilities			986				14.9				0.9				0.7
Gain on disposition of revenue equipment			(1,388	)			(13.3	)			(1.4	)			(1.1	)
Other			(1,380	)			(4.8	)			3.2				3.0
Total operating expenses			(41,953	)			(5.1	)			91.4				88.3
Operating income			(36,108	)			(32.7	)			8.6				11.7
Other			(2,631	)			(857.0	)			(0.3	)			-
Income before income taxes			(33,477	)			(30.2	)			9.0				11.8
Income taxes expense			(6,611	)			(25.4	)			2.2				2.8
Net income		$	(26,866	)			(31.7	)%			6.7	%			9.0	%

 

Salaries, wages and benefits expense increased $1.9 million, or 0.7%, in the 2023 period from the 2022 period. This increase resulted primarily from additional company driver compensation expense of $4.1 million and a $5.0 million increase in non-driver compensation expense, partially offset by a $7.4 million decrease in bonus compensation expense for our non-driver employees.

 

Purchased transportation expense decreased $37.1 million in total, or 19.6%, in the 2023 period from the 2022 period. Amounts payable to carriers for transportation services we arranged in our Brokerage segment decreased $26.3 million to $102.4 million in the 2023 period from $128.7 million in the 2022 period, primarily due to decreases in both our cost per load and number of loads. Amounts payable to railroads and drayage carriers for transportation services within our Intermodal segment decreased to $37.9 million in the 2023 period from $49.9 million in the 2022 period primarily due to decreases in both our number of loads and cost per load. The portion of purchased transportation expense related to independent contractors within our Truckload and Dedicated segments, including fuel surcharges, increased $1.2 million in the 2023 period. We expect our purchased transportation expense to increase as we grow our Intermodal and Brokerage segments.

 

Fuel and fuel taxes decreased by $25.3 million, or 15.5%, 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 $6.0 million, or 25.6%, to $29.5 million in the 2023 period from $23.5 million in the 2022 period. Fuel surcharges passed through to independent contractors, outside drayage carriers and railroads decreased to $12.4 million from $18.0 million in the 2022 period. The DOE national average cost of fuel decreased to $4.20 per gallon from $4.96 per gallon in the 2022 period. Despite this price decrease, our net fuel expense increased to 4.8% of Truckload, Dedicated and Intermodal segment revenue, net of fuel surcharges, in the 2023 period from 3.7% in the 2022 period, primarily due to the record heat in the third quarter of 2023.

 

Our supplies and maintenance expense increased $10.8 million, or 26.6%, from the 2022 period primarily due to higher outside repair, loading/unloading, parts and tires costs.

 

 

The $6.6 million, or 8.1%, increase in depreciation in the 2023 period was primarily due to an increase in our average tractor and trailer fleets along with higher prices of new equipment.

 

The $2.7 million, or 7.1%, 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, workers’ compensation claim costs and insurance premiums, partially offset by a reduction in our self-insured auto liability claim costs.

 

Gain on disposition of revenue equipment was $11.8 million in the 2023 period, up from $10.4 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.

 

Our operating income declined 32.7% to $74.5 million in the 2023 period from $110.6 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 91.4% in the 2023 period and 88.3% in the 2022 period. The operating ratio for our Truckload segment was 93.7% in the 2023 period and 87.5% in the 2022 period, for our Dedicated segment was 87.5% in the 2023 period and 88.1% in the 2022 period, for our Intermodal segment was 100.6% in the 2023 period and 90.1% in the 2022 period, and for our Brokerage segment was 89.3% in the 2023 period and 89.0% in the 2022 period. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, was 90.0% in the 2023 period and 85.9% in the 2022 period.

 

Other non-operating income increased to $2.9 million from $307,000 in the 2022 period due to increased interest income earned on our cash and cash equivalents.

 

Our effective income tax rate increased to 25.1% in the 2023 period from 23.5% 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 31.7% to $58.0 million, or $0.71 per diluted share, in the 2023 period from $84.8 million, or $1.03 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 investing activities and net cash flows used for financing activities for the periods indicated.

 

		Nine Months Ended September 30,
(In thousands)		2023				2022
Net cash flows provided by operating activities		$	126,333			$	163,221
Net cash flows (used for) investing activities			(124,470	)			(92,416	)
Net cash flows (used for) financing activities			(14,396	)			(56,308	)

 

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 nine months of 2023. As of September 30, 2023, future repurchases of up to $33.2 million, or approximately 2.2 million shares, were available in the share repurchase program.

 

In the first nine months of 2023, net cash flows provided by operating activities of $126.3 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $116.9 million, to pay cash dividends of $14.6 million, and to construct and upgrade regional operating facilities in the amount of $7.6 million, resulting in a $12.5 million decrease in cash and cash equivalents. In the first nine months of 2022, net cash flows provided by operating activities of $163.2 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $82.0 million, to repurchase and retire 2.3 million shares of our common stock for $41.8 million, to pay cash dividends of $14.7 million, and to construct and upgrade regional operating facilities in the amount of $8.7 million, resulting in a $14.5 million increase in cash and cash equivalents.

 

We estimate that capital expenditures, net of proceeds from dispositions, will be approximately $76 million for the remainder of 2023. This amount includes commitments to purchase $63.2 million of new revenue equipment and $292,000 in building construction for the remainder of 2023. Additionally, operating lease obligations total $566,000 through 2028. Quarterly cash dividends of $0.06 per share of common stock were paid in each of the first three quarters of both 2023 and 2022, which totaled $14.6 million and $14.7 million in the first nine months of 2023 and 2022, 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 September 30, 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 $19.5 million and remaining borrowing availability of $10.5 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 8.5% at September 30, 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 September 30, 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 September 30, 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.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk. 

 

We are exposed to a variety of market risks, most importantly the effects of the price and availability of diesel fuel. We require substantial amounts of diesel fuel to operate our tractors and power the temperature-control units on our trailers. The price and availability of diesel fuel can vary, and are subject to political, economic and market factors that are beyond our control. Significant increases in diesel fuel costs could materially and adversely affect our results of operations and financial condition. Based upon our fuel consumption in the first nine months of 2023, a 5% increase in the average cost of diesel fuel would have increased our fuel expense by $6.7 million.

 

We have historically been able to pass through a significant portion of long-term increases in diesel fuel prices and related taxes to customers in the form of fuel surcharges. Fuel surcharge programs are widely accepted among our customers, though they can vary somewhat from customer-to-customer. These fuel surcharges, which adjust weekly with the cost of fuel, enable us to recover a substantial portion of the higher cost of fuel as prices increase. 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. In addition, 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 our trailers’ refrigeration units.

 

While we do not currently have any outstanding hedging instruments to mitigate this market risk, we may enter into derivatives or other financial instruments to hedge a portion of our fuel costs in the future.

 

Item 4. Controls and Procedures.

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), we have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and our Executive Vice President and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2023. There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting. We intend to periodically evaluate our disclosure controls and procedures as required by the Exchange Act Rules.

 

 

PART II. OTHER INFORMATION

 

Item 1A. Risk Factors.

 

There have been no material changes in the risk factors disclosed by us under Part I, Item 1A. Risk Factors contained in the Annual Report on Form 10-K for the year ended December 31, 2022.

 

Item 6. Exhibits.

 

Item No.	Item		Method of Filing
3.1	Amended and Restated Bylaws effective August 15, 2023		Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed August 21, 2023.
4.1	Amended and Restated Bylaws effective August 15, 2023		Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed August 21, 2023.
31.1	Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Timothy M. Kohl, the Registrant’s Chief Executive Officer (Principal Executive Officer)		Filed with this Report.
31.2	Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by James J. Hinnendael, the Registrant’s Executive Vice President and Chief Financial Officer (Principal Financial Officer)		Filed with this Report.
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		Filed with this Report.
101	The following financial information from Marten Transport, Ltd.’s Quarterly Report on Form 10-Q for the period ended September 30, 2023, filed with the SEC on November 8, 2023, formatted in iXBRL, or Inline eXtensible Business Reporting Language: (i) Consolidated Condensed Balance Sheets, (ii) Consolidated Condensed Statements of Operations, (iii) Consolidated Condensed Statements of Stockholders’ Equity, (iv)  Consolidated Condensed Statements of Cash Flows, and (v) Notes to Consolidated Condensed Financial Statements		Filed with this Report.
104	The cover page from Marten Transport, Ltd.’s Quarterly Report on Form 10-Q for the period ended September 30, 2023, formatted in iXBRL, included in Exhibit 101		Filed with this Report.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	MARTEN TRANSPORT, LTD.
Dated: November 8, 2023	By:	/s/ Timothy M. Kohl
		Timothy M. Kohl
		Chief Executive Officer
		(Principal Executive Officer)
Dated: November 8, 2023	By:	/s/ James J. Hinnendael
		James J. Hinnendael
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

 

 

Exhibit 31.1

CERTIFICATION

 

I, Timothy M. Kohl, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Marten Transport, Ltd.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:      November 8, 2023

	/s/ Timothy M. Kohl
	Timothy M. Kohl Chief Executive Officer (Principal Executive Officer)

 

 

Exhibit 31.2

CERTIFICATION

 

I, James J. Hinnendael, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Marten Transport, Ltd.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:      November 8, 2023

	/s/ James J. Hinnendael
	James J. Hinnendael Executive Vice President and Chief Financial Officer (Principal Financial Officer)

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the Quarterly Report of Marten Transport, Ltd. (the “Company”) on Form 10-Q for the period ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best knowledge of the undersigned:

 

(1)     The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)     The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Date: November 8, 2023	/s/ Timothy M. Kohl
	Timothy M. Kohl
	Chief Executive Officer
	/s/ James J. Hinnendael
	James J. Hinnendael
	Executive Vice President and Chief Financial Officer

 

 

v3.23.3

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2023	Oct. 25, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Entity File Number	0-15010
Entity Registrant Name	MARTEN TRANSPORT, LTD
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	39-1140809
Entity Address, Address Line One	129 Marten Street
Entity Address, City or Town	Mondovi
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	54755
City Area Code	715
Local Phone Number	926-4216
Title of 12(b) Security	COMMON STOCK, PAR VALUE
Trading Symbol	MRTN
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		81,308,968
Entity Central Index Key	0000799167
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false

v3.23.3

Consolidated Condensed Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 68,067	$ 80,600
Trade, net	117,820	120,702
Other	11,695	7,218
Prepaid expenses and other	27,004	27,320
Total current assets	224,586	235,840
Property and equipment:
Revenue equipment, buildings and land, office equipment and other	1,129,415	1,074,832
Accumulated depreciation	(358,414)	(346,665)
Net property and equipment	771,001	728,167
Other noncurrent assets	1,617	1,672
Total assets	997,204	965,679
Current liabilities:
Accounts payable	42,042	37,299
Insurance and claims accruals	46,282	45,747
Accrued and other current liabilities	33,320	41,264
Total current liabilities	121,644	124,310
Deferred income taxes	125,887	137,041
Noncurrent operating lease liabilities	316	409
Total liabilities	247,847	261,760
Stockholders’ equity:
Preferred stock, $.01 par value per share; 2,000,000 shares authorized; no shares issued and outstanding	0	0
Common stock, $.01 par value per share; 192,000,000 shares authorized; 81,308,968 shares at June 30, 2023, and 81,115,132 shares at December 31, 2022, issued and outstanding	813	811
Additional paid-in capital	49,280	47,188
Retained earnings	699,264	655,920
Total stockholders’ equity	749,357	703,919
Total liabilities and stockholders’ equity	$ 997,204	$ 965,679

v3.23.3

Consolidated Condensed Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized (in shares)	2,000,000	2,000,000
Preferred Stock, Shares Issued (in shares)	0	0
Preferred Stock, Shares Outstanding, Ending Balance (in shares)	0	0
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.01	$ 0.01
Common Stock, Shares Authorized (in shares)	192,000,000	192,000,000
Common Stock, Shares, Outstanding (in shares)	81,308,968	81,115,132
Common Stock, Shares, Issued (in shares)	81,308,968	81,115,132

v3.23.3

Consolidated Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Operating revenue	$ 279,538	$ 324,448	$ 863,233	$ 941,294
Operating expenses (income):
Salaries, wages and benefits	92,620	99,773	287,468	285,582
Purchased transportation	49,673	64,403	152,075	189,193
Fuel and fuel taxes	48,695	57,299	137,706	163,004
Supplies and maintenance	17,896	14,855	51,291	40,520
Depreciation	29,017	28,381	87,974	81,389
Operating taxes and licenses	2,821	2,748	8,345	8,051
Insurance and claims	13,254	11,949	40,805	38,096
Communications and utilities	2,584	2,135	7,625	6,639
Gain on disposition of revenue equipment	(3,014)	(1,070)	(11,810)	(10,422)
Other	8,762	10,209	27,301	28,681
Total operating expenses	262,308	290,682	788,780	830,733
Operating income	(17,230)	(33,766)	(74,453)	(110,561)
Other	1,017	264	2,938	307
Income before income taxes	18,247	34,030	77,391	110,868
Income taxes expense	4,649	8,384	19,417	26,028
Net income	$ 13,598	$ 25,646	$ 57,974	$ 84,840
Basic earnings per common share (in dollars per share)	$ 0.17	$ 0.32	$ 0.71	$ 1.04
Diluted earnings per common share (in dollars per share)	0.17	0.32	0.71	1.03
Dividends declared per common share (in dollars per share)	$ 0.06	$ 0.06	$ 0.18	$ 0.18

v3.23.3

Consolidated Condensed Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2021	83,034
Balance at Dec. 31, 2021	$ 830	$ 85,718	$ 565,129	$ 651,677
Net income	$ 0	0	27,533	27,533
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards (in shares)	220
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards	$ 2	766	0	768
Employee taxes paid in exchange for shares withheld	$ 0	(1,610)	0	(1,610)
Share-based payment arrangement compensation expense		369	0	369
Dividends on common stock		0	(4,975)	(4,975)
Issuance of common stock from share-based payment arrangement exercises (in shares)	220
Net income	$ 0	0	27,533	27,533
Balance (in shares) at Mar. 31, 2022	81,947
Balance at Mar. 31, 2022	$ 819	60,256	587,687	648,762
Balance (in shares) at Dec. 31, 2021	83,034
Balance at Dec. 31, 2021	$ 830	85,718	565,129	651,677
Net income				84,840
Net income				84,840
Balance (in shares) at Sep. 30, 2022	81,097
Balance at Sep. 30, 2022	$ 811	46,366	635,260	682,437
Balance (in shares) at Mar. 31, 2022	81,947
Balance at Mar. 31, 2022	$ 819	60,256	587,687	648,762
Net income		0	31,661	31,661
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards (in shares)	31
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards	$ 1	150	0	151
Share-based payment arrangement compensation expense		1,204	0	1,204
Dividends on common stock	$ 0	0	(4,868)	(4,868)
Issuance of common stock from share-based payment arrangement exercises (in shares)	31
Net income		0	31,661	31,661
Balance (in shares) at Jun. 30, 2022	81,015
Balance at Jun. 30, 2022	$ 810	44,867	614,480	660,157
Net income	$ 0	0	25,646	25,646
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards (in shares)	82
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards	$ 1	844	0	845
Share-based payment arrangement compensation expense	0	655	0	655
Dividends on common stock	$ 0	0	(4,866)	(4,866)
Issuance of common stock from share-based payment arrangement exercises (in shares)	82
Net income	$ 0	0	25,646	25,646
Balance (in shares) at Sep. 30, 2022	81,097
Balance at Sep. 30, 2022	$ 811	46,366	635,260	682,437
Balance (in shares) at Dec. 31, 2022	81,115
Balance at Dec. 31, 2022	$ 811	47,188	655,920	703,919
Net income	$ 0	0	22,502	22,502
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards (in shares)	119
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards	$ 1	535	0	536
Employee taxes paid in exchange for shares withheld	0	(926)	0	(926)
Share-based payment arrangement compensation expense		354	0	354
Dividends on common stock	$ 0	0	(4,874)	(4,874)
Issuance of common stock from share-based payment arrangement exercises (in shares)	119
Net income	$ 0	0	22,502	22,502
Balance (in shares) at Mar. 31, 2023	81,234
Balance at Mar. 31, 2023	$ 812	47,151	673,548	721,511
Balance (in shares) at Dec. 31, 2022	81,115
Balance at Dec. 31, 2022	$ 811	47,188	655,920	703,919
Net income				57,974
Net income				57,974
Balance (in shares) at Sep. 30, 2023	81,309
Balance at Sep. 30, 2023	$ 813	49,280	699,264	749,357
Balance (in shares) at Mar. 31, 2023	81,234
Balance at Mar. 31, 2023	$ 812	47,151	673,548	721,511
Net income	$ 0	0	21,874	21,874
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards (in shares)	67
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards	$ 1	507	0	508
Share-based payment arrangement compensation expense		1,005	0	1,005
Dividends on common stock	$ 0	0	(4,878)	(4,878)
Issuance of common stock from share-based payment arrangement exercises (in shares)	67
Net income	$ 0	0	21,874	21,874
Balance (in shares) at Jun. 30, 2023	81,301
Balance at Jun. 30, 2023	$ 813	48,663	690,544	740,020
Net income	$ 0	0	13,598	13,598
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards (in shares)	8
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards	$ 0	116	0	116
Share-based payment arrangement compensation expense		501	0	501
Dividends on common stock			(4,878)	(4,878)
Issuance of common stock from share-based payment arrangement exercises (in shares)	8
Net income	$ 0	0	13,598	13,598
Balance (in shares) at Sep. 30, 2023	81,309
Balance at Sep. 30, 2023	$ 813	$ 49,280	$ 699,264	$ 749,357

v3.23.3

Consolidated Condensed Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2021	83,034,000
Balance at Dec. 31, 2021	$ 830	$ 85,718	$ 565,129	$ 651,677
Net income	$ 0	0	27,533	$ 27,533
Repurchase and retirement of common stock (in shares)	(1,307,000)			(1,300,000)
Repurchase and retirement of common stock	$ (13)	(24,987)	0	$ (25,000)
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards (in shares)	220,000
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards	$ 2	766	0	768
Employee taxes paid in exchange for shares withheld	$ 0	(1,610)	0	(1,610)
Share-based payment arrangement compensation expense		369	0	369
Dividends on common stock		0	(4,975)	(4,975)
Balance (in shares) at Mar. 31, 2022	81,947,000
Balance at Mar. 31, 2022	$ 819	60,256	587,687	648,762
Net income	$ 0	0	27,533	27,533
Dividends on common stock		(0)	4,975	4,975
Balance (in shares) at Dec. 31, 2021	83,034,000
Balance at Dec. 31, 2021	$ 830	85,718	565,129	651,677
Net income				84,840
Balance (in shares) at Sep. 30, 2022	81,097,000
Balance at Sep. 30, 2022	$ 811	46,366	635,260	682,437
Net income				84,840
Balance (in shares) at Mar. 31, 2022	81,947,000
Balance at Mar. 31, 2022	$ 819	60,256	587,687	648,762
Net income		0	31,661	$ 31,661
Repurchase and retirement of common stock (in shares)	(963,000)			(963,000)
Repurchase and retirement of common stock	$ (10)	(16,743)	0	$ (16,753)
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards (in shares)	31,000
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards	$ 1	150	0	151
Share-based payment arrangement compensation expense		1,204	0	1,204
Dividends on common stock	$ 0	0	(4,868)	(4,868)
Balance (in shares) at Jun. 30, 2022	81,015,000
Balance at Jun. 30, 2022	$ 810	44,867	614,480	660,157
Net income		0	31,661	31,661
Dividends on common stock	(0)	(0)	4,868	4,868
Net income	$ 0	0	25,646	25,646
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards (in shares)	82,000
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards	$ 1	844	0	845
Share-based payment arrangement compensation expense	0	655	0	655
Dividends on common stock	$ 0	0	(4,866)	(4,866)
Balance (in shares) at Sep. 30, 2022	81,097,000
Balance at Sep. 30, 2022	$ 811	46,366	635,260	682,437
Net income	0	0	25,646	25,646
Dividends on common stock	$ 0	0	4,866	$ 4,866
Repurchase and retirement of common stock (in shares)				0
Balance (in shares) at Dec. 31, 2022	81,115,000
Balance at Dec. 31, 2022	$ 811	47,188	655,920	$ 703,919
Net income	$ 0	0	22,502	22,502
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards (in shares)	119,000
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards	$ 1	535	0	536
Employee taxes paid in exchange for shares withheld	0	(926)	0	(926)
Share-based payment arrangement compensation expense		354	0	354
Dividends on common stock	$ 0	0	(4,874)	(4,874)
Balance (in shares) at Mar. 31, 2023	81,234,000
Balance at Mar. 31, 2023	$ 812	47,151	673,548	721,511
Net income	0	0	22,502	22,502
Dividends on common stock	$ (0)	(0)	4,874	4,874
Balance (in shares) at Dec. 31, 2022	81,115,000
Balance at Dec. 31, 2022	$ 811	47,188	655,920	703,919
Net income				$ 57,974
Repurchase and retirement of common stock (in shares)				0
Balance (in shares) at Sep. 30, 2023	81,309,000
Balance at Sep. 30, 2023	$ 813	49,280	699,264	$ 749,357
Net income				57,974
Balance (in shares) at Mar. 31, 2023	81,234,000
Balance at Mar. 31, 2023	$ 812	47,151	673,548	721,511
Net income	$ 0	0	21,874	21,874
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards (in shares)	67,000
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards	$ 1	507	0	508
Share-based payment arrangement compensation expense		1,005	0	1,005
Dividends on common stock	$ 0	0	(4,878)	(4,878)
Balance (in shares) at Jun. 30, 2023	81,301,000
Balance at Jun. 30, 2023	$ 813	48,663	690,544	740,020
Net income	0	0	21,874	21,874
Dividends on common stock	(0)	(0)	4,878	4,878
Net income	$ 0	0	13,598	13,598
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards (in shares)	8,000
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards	$ 0	116	0	116
Share-based payment arrangement compensation expense		501	0	501
Dividends on common stock			(4,878)	(4,878)
Balance (in shares) at Sep. 30, 2023	81,309,000
Balance at Sep. 30, 2023	$ 813	49,280	699,264	749,357
Net income	$ 0	$ 0	13,598	13,598
Dividends on common stock			$ 4,878	$ 4,878

v3.23.3

Consolidated condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows provided by operating activities:
Net income	$ 57,974	$ 84,840
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	87,974	81,389
Tires in service amortization	5,415	4,861
Gain on disposition of revenue equipment	(11,810)	(10,422)
Deferred income taxes	(11,154)	5,431
Share-based payment arrangement compensation expense	1,860	2,228
Changes in other current operating items:
Receivables	5,487	(24,657)
Prepaid expenses and other	(2,402)	(3,901)
Accounts payable	1,239	14,364
Insurance and claims accruals	535	3,650
Accrued and other current liabilities	(8,785)	5,438
Net cash provided by operating activities	126,333	163,221
Cash flows used for investing activities:
Other	(45)	(38)
Net cash used for investing activities	(124,470)	(92,416)
Cash flows used for financing activities:
Dividends on common stock	(14,630)	(14,709)
Repurchase and retirement of common stock	0	(41,753)
Issuance of common stock from share-based payment arrangement exercises, deferred compensation plan distributions and vesting of performance unit awards	1,160	1,764
Employee taxes paid in exchange for shares withheld	(926)	(1,610)
Net cash used for financing activities	(14,396)	(56,308)
Net change in cash and cash equivalents	(12,533)	14,497
Cash and cash equivalents:
Beginning of period	80,600	56,995
End of period	68,067	71,492
Supplemental non-cash disclosure:
Change in property and equipment not yet paid	(2,542)	10,132
Operating lease assets and liabilities acquired	89	0
Cash paid for income taxes	19,360	16,413
Interest	10	52
Revenue Equipment [Member]
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on disposition of revenue equipment	(11,810)	(10,422)
Cash flows used for investing activities:
Revenue equipment	(167,985)	(110,535)
Proceeds from revenue equipment dispositions	51,125	28,527
Buildings And Land Office Equipment And Other [Member]
Cash flows used for investing activities:
Revenue equipment	(7,586)	(10,370)
Proceeds from revenue equipment dispositions	$ 21	$ 0

v3.23.3

Note 1 - Consolidated Condensed Financial Statements	9 Months Ended
	Sep. 30, 2023
Notes to Financial Statements
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	(1) Consolidated Condensed Financial Statements   The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements, and therefore do not include all information and disclosures required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, such statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary to fairly present our consolidated financial condition, results of operations and cash flows for the interim periods presented. The results of operations for any interim period do not necessarily indicate the results for the full year. The unaudited interim consolidated condensed financial statements should be read with reference to the consolidated financial statements and notes to consolidated financial statements in our 2022 Annual Report on Form 10-K.

v3.23.3

Note 2 - Earnings Per Common Share	9 Months Ended
	Sep. 30, 2023
Notes to Financial Statements
Earnings Per Share [Text Block]	(2) Earnings per Common Share   Basic and diluted earnings per common share were computed as follows:         Three Months     Nine Months       Ended September 30,     Ended September 30,   (In thousands, except per share amounts)   2023     2022     2023     2022   Numerator:                                 Net income   $ 13,598     $ 25,646     $ 57,974     $ 84,840   Denominator:                                 Basic earnings per common share - weighted-average shares     81,306       81,061       81,260       81,889   Effect of dilutive stock options     148       286       154       266   Diluted earnings per common share - weighted-average shares and assumed conversions     81,454       81,347       81,414       82,155                                     Basic earnings per common share   $ 0.17     $ 0.32     $ 0.71     $ 1.04   Diluted earnings per common share   $ 0.17     $ 0.32     $ 0.71     $ 1.03     Options totaling 157,000 equivalent shares for each of the three-month and nine-month periods ended September 30, 2023, and 512,500 and 535,600 equivalent shares for the three-month and nine-month periods ended September 30, 2022, respectively, were outstanding but were not included in the calculation of diluted earnings per share because including the options in the denominator would be antidilutive, or decrease the number of weighted-average shares, due to their exercise prices exceeding the average market price of the common shares, or because inclusion of average unrecognized compensation expense in the calculation would cause the options to be antidilutive.   Unvested performance unit awards totaling 106,582 equivalent shares for each of the three-month and nine-month periods ended September 30, 2023, and 16,590 equivalent shares for each of the three-month and nine-month periods ended September 30, 2022, were considered outstanding but were not included in the calculation of diluted earnings per share because inclusion of average unrecognized compensation expense in the calculation would cause the performance units to be antidilutive.

v3.23.3

Note 3 - Long-term Debt	9 Months Ended
	Sep. 30, 2023
Notes to Financial Statements
Debt Disclosure [Text Block]	(3) Long-Term Debt   In August 2022, we entered into a credit agreement that provides for an unsecured committed credit facility with an aggregate principal amount of $30.0 million which matures in August 2027. The credit agreement amends, restates and continues in its entirety our previous credit agreement, as amended. At September 30, 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 $19.5 million and remaining borrowing availability of $10.5 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 8.5% at September 30, 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 September 30, 2023 and December 31, 2022.

v3.23.3

Note 4 - Related Party Transactions	9 Months Ended
	Sep. 30, 2023
Notes to Financial Statements
Related Party Transactions Disclosure [Text Block]	(4) Related Party Transactions   We purchase fuel and tires and obtain related services from Bauer Built, Inc., or BBI. Jerry M. Bauer, the chairman of the board and chief executive officer of BBI, is one of our directors. We paid BBI $194,000 in the first nine months of 2023 and $377,000 in the first nine months of 2022 for fuel, tires and related services. In addition, we paid $1.6 million in the first nine months of 2023 and $1.4 million in the first nine months of 2022 to tire manufacturers for tires that were provided by BBI. BBI received commissions from the tire manufacturers related to these purchases.

v3.23.3

Note 5 - Share Repurchase Program	9 Months Ended
	Sep. 30, 2023
Notes to Financial Statements
Treasury Stock [Text Block]	(5) Share Repurchase Program   In August 2019, our Board of Directors approved and we announced an increase from current availability in our existing share repurchase program providing for the repurchase of up to $34.0 million, or approximately 1.8 million shares, of our common stock, which was increased by our Board of Directors to 2.7 million shares in August 2020 to reflect the three-for-two stock split effected in the form of a stock dividend on August 13, 2020. On May 3, 2022, our Board of Directors approved and we announced an additional increase from current availability in our existing share repurchase program providing for the repurchase of up to $50.0 million, or approximately 3.1 million shares of our common stock. The share repurchase program allows purchases on the open market or through private transactions in accordance with Rule 10b-18 of the Exchange Act. The timing and extent to which we repurchase shares depends on market conditions and other corporate considerations. The repurchase program does not have an expiration date.   We repurchased and retired 1.3 million shares of common stock for $25.0 million in the first quarter of 2022, and 963,000 shares of common stock for $16.8 million in the second quarter of 2022. We did not repurchase any shares in the third or fourth quarters of 2022 or in the first nine months of 2023. As of September 30, 2023, future repurchases of up to $33.2 million, or approximately 2.2 million shares, were available in the share repurchase program.

v3.23.3

Note 6 - Dividends	9 Months Ended
	Sep. 30, 2023
Notes to Financial Statements
Dividends [Text Block]	(6) Dividends   In 2010, we announced that our Board of Directors approved a regular cash dividend program to our stockholders, subject to approval each quarter. Quarterly cash dividends of $0.06 per share of common stock were paid in each of the first three quarters of both 2023 and 2022, and totaled $14.6 million and $14.7 million in the first nine months of 2023 and 2022, respectively.

v3.23.3

Note 7 - Accounting for Share-based Payment Arrangement Compensation	9 Months Ended
	Sep. 30, 2023
Notes to Financial Statements
Share-Based Payment Arrangement [Text Block]	(7) Accounting for Share-based Payment Arrangement Compensation   We account for share-based payment arrangements in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 718, Compensation – Stock Compensation. During the first nine months of 2023, there were no significant changes to the structure of our stock-based award plans. Pre-tax compensation expense related to stock options and performance unit awards recorded in the first nine months of 2023 and 2022 was $1.9 million and $2.2 million, respectively.

v3.23.3

Note 8 - Termination of Deferred Compensation Plan	9 Months Ended
	Sep. 30, 2023
Notes to Financial Statements
Compensation Related Costs, General [Text Block]	(8) Termination of Deferred Compensation Plan   In May 2020, our Compensation Committee and Board of Directors approved the termination of our Deferred Compensation Plan. The plan was an unfunded, nonqualified deferred compensation plan designed to allow board elected officers and other select members of our management designated by our Compensation Committee to save for retirement on a tax-deferred basis. The termination was effective in May 2021. All shares of Company common stock within the plan were distributed by March 31, 2022.

v3.23.3

Note 9 - Fair Value of Financial Instruments	9 Months Ended
	Sep. 30, 2023
Notes to Financial Statements
Fair Value Disclosures [Text Block]	(9) Fair Value of Financial Instruments   The carrying amounts of cash equivalents, accounts receivable and accounts payable approximate fair value because of the short maturity of these instruments.

v3.23.3

Note 10 - Commitments and Contingencies	9 Months Ended
	Sep. 30, 2023
Notes to Financial Statements
Commitments and Contingencies Disclosure [Text Block]	(10) Commitments and Contingencies   We are committed to new revenue equipment purchases of $63.2 million and building construction obligations of $292,000 for the remainder of 2023. Operating lease obligation expenditures through 2028 total $566,000.   We self-insure, in part, for losses relating to workers’ compensation, auto liability, general liability, cargo and property damage claims, along with employees’ health insurance with varying risk retention levels. We maintain insurance coverage for per-incident and total losses in excess of these risk retention levels in amounts we consider adequate based upon historical experience and our ongoing review, and reserve currently for the estimated cost of the uninsured portion of pending claims.   We are also involved in other legal actions that arise in the ordinary course of business. A number of trucking companies, including us, have been subject to lawsuits alleging violations of various federal and state wage and hour laws. A number of these lawsuits have resulted in the payment of substantial settlements or damages by the defendants.   The outcome of all litigation is difficult to assess or quantify, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. The cost to defend litigation may also be significant. Not all claims are covered by our insurance, and there can be no assurance that our coverage limits will be adequate to cover all amounts in dispute. To the extent we experience claims that are uninsured, exceed our coverage limits or cause increases in future premiums, the resulting expense could have a materially adverse effect on our business and operating results. Based on our present knowledge of the facts and, in certain cases, advice of outside counsel, management believes the resolution of open claims and pending litigation, taking into account existing reserves, is not likely to have a materially adverse effect on our consolidated condensed financial statements, however, any future liability claims or adverse developments in existing claims could impact this analysis.

v3.23.3

Note 11 - Revenue and Business Segments	9 Months Ended
	Sep. 30, 2023
Notes to Financial Statements
Segment Reporting Disclosure [Text Block]	(11) Revenue and Business Segments   We account for our revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers. We combine our five current operating segments into four reporting segments (Truckload, Dedicated, Intermodal and Brokerage) for financial reporting purposes. These four reporting segments are also the appropriate categories for the disaggregation of our revenue under FASB ASC 606.   We have strategically transitioned from a refrigerated long-haul carrier to a multifaceted business offering a network of refrigerated and dry truck-based transportation capabilities across our five distinct business platforms – Truckload, Dedicated, Intermodal, Brokerage and MRTN de Mexico.     Our Truckload segment provides a combination of regional short-haul and medium-to-long-haul full-load transportation services. We transport food and other consumer packaged goods that require a temperature-controlled or insulated environment, along with dry freight, across the United States and into and out of Mexico and Canada. Our agreements with customers are typically for one year.   Our Dedicated segment provides customized transportation solutions tailored to meet individual customers’ requirements, utilizing temperature-controlled trailers, dry vans and other specialized equipment within the United States. Our agreements with customers range from three to five years and are subject to annual rate reviews.   Generally, we are paid by the mile for our Truckload and Dedicated services. We also derive Truckload and Dedicated revenue from fuel surcharges, loading and unloading activities, equipment detention and other accessorial services. The main factors that affect our Truckload and Dedicated revenue are the rate per mile we receive from our customers, the percentage of miles for which we are compensated, the number of miles we generate with our equipment and changes in fuel prices. We monitor our revenue production primarily through average Truckload and Dedicated revenue, net of fuel surcharges, per tractor per week. We also analyze our average Truckload and Dedicated revenue, net of fuel surcharges, per total mile, non-revenue miles percentage, the miles per tractor we generate, our fuel surcharge revenue, our accessorial revenue and our other sources of operating revenue.   Our Intermodal segment transports our customers’ freight within the United States utilizing our refrigerated containers and our temperature-controlled trailers, each on railroad flatcars for portions of trips, with the balance of the trips using our tractors or, to a lesser extent, contracted carriers. The main factors that affect our Intermodal revenue are the rate per mile and other charges we receive from our customers.   Our Brokerage segment develops contractual relationships with and arranges for third-party carriers to transport freight for our customers in temperature-controlled trailers and dry vans within the United States and into and out of Mexico through Marten Transport Logistics, LLC, which was established in 2007 and operates pursuant to brokerage authority granted by the United States Department of Transportation, or DOT. We retain the billing, collection and customer management responsibilities. The main factors that affect our Brokerage revenue are the rate per mile and other charges that we receive from our customers.   Operating results of our MRTN de Mexico business which offers our customers door-to-door service between the United States and Mexico with our Mexican partner carriers is reported within our Truckload and Brokerage segments.   Our customer agreements are typically for one-year terms except for our Dedicated agreements which range from three to five years with annual rate reviews. Under FASB ASC 606, the contract date for each individual load within each of our four reporting segments is generally the date that each load is tendered to and accepted by us. For each load transported within each of our four reporting segments, the entire amount of revenue to be recognized is a single performance obligation and our agreements with our customers detail the per-mile charges for line haul and fuel surcharges, along with the rates for loading and unloading, stop offs and drops, equipment detention and other accessorial services, which is the transaction price. There are no discounts that would be a material right or consideration payable to a customer. We are required to recognize revenue and related expenses over time, from load pickup to delivery, for each load within each of our four reporting segments. We base our calculation of the amount of revenue to record in each period for individual loads picking up in one period and delivering in the following period using the number of hours estimated to be incurred within each period applied to each estimated transaction price. Contract assets for this estimated revenue which are classified within prepaid expenses and other within our consolidated condensed balance sheets were $2.7 million as of each of September 30, 2023 and December 31, 2022. We had no impairment losses on contract assets in the first nine months of 2023 or in 2022. We bill our customers for loads after delivery is complete with standard payment terms of 30 days.   We account for revenue of our Intermodal and Brokerage segments and revenue on freight transported by independent contractors within our Truckload and Dedicated segments on a gross basis because we are the principal service provider controlling the promised service before it is transferred to each customer. We are primarily responsible for fulfilling the promise to provide each specified service to each customer. We bear the primary risk of loss in the event of cargo claims by our customers. We also have complete control and discretion in establishing the price for each specified service. Accordingly, all such revenue billed to customers is classified as operating revenue and all corresponding payments to carriers for transportation services we arrange in connection with brokerage and intermodal activities and to independent contractor providers of revenue equipment are classified as purchased transportation expense within our consolidated condensed statements of operations.     The following table sets forth for the periods indicated our operating revenue and operating income by segment. We do not prepare separate balance sheets by segment and, as a result, assets are not separately identifiable by segment.       Three Months     Nine Months       Ended September 30,     Ended September 30,   (In thousands)   2023     2022     2023     2022   Operating revenue:                                 Truckload revenue, net of fuel surcharge revenue   $ 96,516     $ 105,905     $ 300,104     $ 302,883   Truckload fuel surcharge revenue     17,711       23,471       51,887       66,255   Total Truckload revenue     114,227       129,376       351,991       369,138                                     Dedicated revenue, net of fuel surcharge revenue     82,963       86,178       257,231       248,988   Dedicated fuel surcharge revenue     18,834       24,039       56,000       68,344   Total Dedicated revenue     101,797       110,217       313,231       317,332                                     Intermodal revenue, net of fuel surcharge revenue     18,122       24,303       60,277       77,589   Intermodal fuel surcharge revenue     3,925       7,600       12,724       22,923   Total Intermodal revenue     22,047       31,903       73,001       100,512                                     Brokerage revenue     41,467       52,952       125,010       154,312   Total operating revenue   $ 279,538     $ 324,448     $ 863,233     $ 941,294                                     Operating income/(loss):                                 Truckload   $ 2,738     $ 14,319     $ 22,348     $ 45,978   Dedicated     11,286       13,005       39,143       37,689   Intermodal     (1,074 )     778       (452 )     9,911   Brokerage     4,280       5,664       13,414       16,983   Total operating income   $ 17,230     $ 33,766     $ 74,453     $ 110,561     Truckload segment depreciation expense was $15.3 million and $14.5 million, Dedicated segment depreciation expense was $11.5 million and $11.5 million, Intermodal segment depreciation expense was $1.7 million and $2.0 million, and Brokerage segment depreciation expense was $462,000 and $383,000 in the three-month periods ended September 30, 2023 and 2022, respectively.   Truckload segment depreciation expense was $45.9 million and $40.9 million, Dedicated segment depreciation expense was $35.2 million and $33.8 million, Intermodal segment depreciation expense was $5.5 million and $5.6 million, and Brokerage segment depreciation expense was $1.4 million and $1.1 million in the nine-month periods ended September 30, 2023 and 2022, respectively.

v3.23.3

Note 12 - Use of Estimates	9 Months Ended
	Sep. 30, 2023
Notes to Financial Statements
Significant Accounting Policies [Text Block]	(12) Use of Estimates   We must make estimates and assumptions to prepare the consolidated condensed financial statements in conformity with U.S. generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities in the consolidated condensed financial statements and the reported amount of revenue and expenses during the reporting period. These estimates are primarily related to insurance and claims accruals and depreciation. Ultimate results could differ from these estimates.

v3.23.3

Note 2 - Earnings Per Common Share (Tables)	9 Months Ended
	Sep. 30, 2023
Notes Tables
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]	Three Months     Nine Months       Ended September 30,     Ended September 30,   (In thousands, except per share amounts)   2023     2022     2023     2022   Numerator:                                 Net income   $ 13,598     $ 25,646     $ 57,974     $ 84,840   Denominator:                                 Basic earnings per common share - weighted-average shares     81,306       81,061       81,260       81,889   Effect of dilutive stock options     148       286       154       266   Diluted earnings per common share - weighted-average shares and assumed conversions     81,454       81,347       81,414       82,155                                     Basic earnings per common share   $ 0.17     $ 0.32     $ 0.71     $ 1.04   Diluted earnings per common share   $ 0.17     $ 0.32     $ 0.71     $ 1.03

v3.23.3

Note 11 - Revenue and Business Segments (Tables)	9 Months Ended
	Sep. 30, 2023
Notes Tables
Schedule of Segment Reporting Information, by Segment [Table Text Block]	Three Months     Nine Months       Ended September 30,     Ended September 30,   (In thousands)   2023     2022     2023     2022   Operating revenue:                                 Truckload revenue, net of fuel surcharge revenue   $ 96,516     $ 105,905     $ 300,104     $ 302,883   Truckload fuel surcharge revenue     17,711       23,471       51,887       66,255   Total Truckload revenue     114,227       129,376       351,991       369,138                                     Dedicated revenue, net of fuel surcharge revenue     82,963       86,178       257,231       248,988   Dedicated fuel surcharge revenue     18,834       24,039       56,000       68,344   Total Dedicated revenue     101,797       110,217       313,231       317,332                                     Intermodal revenue, net of fuel surcharge revenue     18,122       24,303       60,277       77,589   Intermodal fuel surcharge revenue     3,925       7,600       12,724       22,923   Total Intermodal revenue     22,047       31,903       73,001       100,512                                     Brokerage revenue     41,467       52,952       125,010       154,312   Total operating revenue   $ 279,538     $ 324,448     $ 863,233     $ 941,294                                     Operating income/(loss):                                 Truckload   $ 2,738     $ 14,319     $ 22,348     $ 45,978   Dedicated     11,286       13,005       39,143       37,689   Intermodal     (1,074 )     778       (452 )     9,911   Brokerage     4,280       5,664       13,414       16,983   Total operating income   $ 17,230     $ 33,766     $ 74,453     $ 110,561

v3.23.3

Note 2 - Earnings Per Common Share (Details Textual) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	157,000	512,500	157,000	535,600
Unvested Performance Unit Awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	106,582	16,590	106,582	16,590

v3.23.3

Note 2 - Earnings per Common Share - Basic and Diluted Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Net income	$ 13,598	$ 21,874	$ 22,502	$ 25,646	$ 31,661	$ 27,533	$ 57,974	$ 84,840
Basic earnings per common share - weighted-average shares (in shares)	81,306			81,061			81,260	81,889
Effect of dilutive stock options (in shares)	148			286			154	266
Diluted earnings per common share - weighted-average shares and assumed conversions (in shares)	81,454			81,347			81,414	82,155
Basic earnings per common share (in dollars per share)	$ 0.17			$ 0.32			$ 0.71	$ 1.04
Diluted earnings per common share (in dollars per share)	$ 0.17			$ 0.32			$ 0.71	$ 1.03

v3.23.3

Note 3 - Long-term Debt (Details Textual) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Line of Credit Facility, Maximum Borrowing Capacity	$ 30.0
Letters of Credit Outstanding, Amount	19.5	$ 16.1
Line of Credit Facility, Remaining Borrowing Capacity	$ 10.5
Line of Credit Facility, Dividends Payment, Maximum		$ 150.0
Line Of Credit Facility Dividend Restrictions Percentage Of Net Income Limit		25.00%
Line of Credit Facility Dividend Restrictions Percentage of Net Income Limit1		25.00%
Line of Credit Facility, Waiver to Pay Dividends, Maximum		$ 80.0
Credit Facility [Member]
Long-Term Debt, Weighted Average Interest Rate, at Point in Time	8.50%

v3.23.3

Note 4 - Related Party Transactions (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Purchase of Fuel, Tires and Related Services [Member]
Related Party Transaction, Amounts of Transaction	$ 194,000	$ 377,000
Tire Purchases [Member]
Related Party Transaction, Amounts of Transaction	$ 1,600,000	$ 1,400,000

v3.23.3

Note 5 - Share Repurchase Program (Details Textual) $ in Thousands		3 Months Ended			9 Months Ended
	Aug. 13, 2020	Dec. 31, 2022 shares	Jun. 30, 2022 USD ($) shares	Mar. 31, 2022 USD ($) shares	Sep. 30, 2023 USD ($) shares	May 03, 2022 USD ($) shares	Aug. 31, 2020 shares	Aug. 31, 2019 USD ($) shares
Stock Repurchase Program, Authorized Amount | $						$ 50,000		$ 34,000
Stock Repurchase Program, Number of Shares Authorized to be Repurchased (in shares) | shares						3,100,000	2,700,000	1,800,000
Stock Repurchased and Retired During Period, Shares (in shares) | shares		0	963,000	1,300,000	0
Stock Repurchased and Retired During Period, Value | $			$ 16,753	$ 25,000
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $					$ 33,200
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased (in shares) | shares					2,200,000
Stock Split To [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	3
Stock Split from [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	2

v3.23.3

Note 6 - Dividends (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Common Stock, Dividends, Per Share, Declared	$ 0.06	$ 0.06	$ 0.18	$ 0.18
Payments of Ordinary Dividends, Common Stock			$ 14,630	$ 14,709
Paid Quarterly [Member]
Common Stock, Dividends, Per Share, Declared			$ 0.06	$ 0.06
Payments of Ordinary Dividends, Common Stock			$ 14,600	$ 14,700

v3.23.3

Note 7 - Accounting for Share-based Payment Arrangement Compensation (Details Textual) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Stock or Unit Option Plan Expense	$ 1.9	$ 2.2

v3.23.3

Note 10 - Commitments and Contingencies (Details Textual)	Sep. 30, 2023 USD ($)
Lessee, Operating Lease, Liability, to be Paid, Total	$ 566,000
Capital Addition Purchase Commitments [Member] | Revenue Equipment [Member]
Purchase Obligation, to be Paid, Remainder of Fiscal Year	63,200,000
Capital Addition Purchase Commitments [Member] | Building Construction [Member]
Purchase Obligation, to be Paid, Remainder of Fiscal Year	$ 292,000

v3.23.3

Note 11 - Revenue and Business Segments (Details Textual)	3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Number of Operating Segments			5
Number of Reportable Segments			4
Customer Contract Term (Year)			1 year
Capitalized Contract Cost, Impairment Loss			$ 0	$ 0
Prepaid Expenses and Other Current Assets [Member]
Contract with Customer, Asset, after Allowance for Credit Loss, Total	$ 2,700,000		2,700,000		$ 2,700,000
Dedicated [Member]
Depreciation, Depletion and Amortization, Total	11,500,000	$ 11,500,000	$ 35,200,000	33,800,000
Dedicated [Member] | Minimum [Member]
Customer Contract Term (Year)			3 years
Dedicated [Member] | Maximum [Member]
Customer Contract Term (Year)			5 years
Truckload [Member]
Depreciation, Depletion and Amortization, Total	15,300,000	14,500,000	$ 45,900,000	40,900,000
Intermodal [Member]
Depreciation, Depletion and Amortization, Total	1,700,000	2,000,000.0	5,500,000	5,600,000
Brokerage [Member]
Depreciation, Depletion and Amortization, Total	$ 462,000	$ 383,000	$ 1,400,000	$ 1,100,000

v3.23.3

Note 11 - Revenue and Business Segments - Operating Revenue and Operating Income by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Operating revenue	$ 279,538	$ 324,448	$ 863,233	$ 941,294
Operating income	17,230	33,766	74,453	110,561
Truckload [Member]
Operating revenue	114,227	129,376	351,991	369,138
Operating income	2,738	14,319	22,348	45,978
Truckload [Member] | Revenue, Net of Fuel Surcharge [Member]
Operating revenue	96,516	105,905	300,104	302,883
Truckload [Member] | Truckload Fuel Surcharge Revenue [Member]
Operating revenue	17,711	23,471	51,887	66,255
Dedicated [Member]
Operating revenue	101,797	110,217	313,231	317,332
Operating income	11,286	13,005	39,143	37,689
Dedicated [Member] | Revenue, Net of Fuel Surcharge [Member]
Operating revenue	82,963	86,178	257,231	248,988
Dedicated [Member] | Fuel Surcharge Revenue [Member]
Operating revenue	18,834	24,039	56,000	68,344
Intermodal [Member]
Operating revenue	22,047	31,903	73,001	100,512
Operating income	(1,074)	778	(452)	9,911
Intermodal [Member] | Revenue, Net of Fuel Surcharge [Member]
Operating revenue	18,122	24,303	60,277	77,589
Intermodal [Member] | Fuel Surcharge Revenue [Member]
Operating revenue	3,925	7,600	12,724	22,923
Brokerage [Member]
Operating revenue	41,467	52,952	125,010	154,312
Operating income	$ 4,280	$ 5,664	$ 13,414	$ 16,983

---