Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

mrtn20240930_10q.htm

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, 2024

(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 2023 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)		2024			2023			2024			2023
Numerator:
Net income		$	3,754			$	13,598			$	21,289			$	57,974
Denominator:
Basic earnings per common share - weighted-average shares			81,437				81,306				81,389				81,260
Effect of dilutive stock options			55				148				71				154
Diluted earnings per common share - weighted-average shares and assumed conversions			81,492				81,454				81,460				81,414
Basic earnings per common share		$	0.05			$	0.17			$	0.26			$	0.71
Diluted earnings per common share		$	0.05			$	0.17			$	0.26			$	0.71

Options totaling 522,300 and 518,200 equivalent shares for the three-month and nine-month periods ended September 30, 2024, respectively, and 157,000 equivalent shares for each of the three-month and nine-month periods ended September 30, 2023, 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 141,320 equivalent shares for each of the three-month and nine-month periods ended September 30, 2024, and 106,582 equivalent shares for each of the three-month and nine-month periods ended September 30, 2023, were considered outstanding but were not included in the calculation of diluted earnings per share because inclusion of average unrecognized compensation expense in the calculation would cause the performance units to be antidilutive.

(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, 2024, 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 $23.1 million and remaining borrowing availability of $6.9 million. At December 31, 2023, there was also no outstanding principal balance on the facility. As of that date, we had outstanding standby letters of credit of $20.7 million on the facility. This facility bears interest at a variable rate based on the Term SOFR Rate plus applicable margins. The interest rate for the facility that would apply to outstanding principal balances was 8.0% at September 30, 2024.

Our credit agreement effective in August 2022 prohibits us from paying, in any fiscal year, stock redemptions and dividends in excess of $150 million. The current credit agreement also contains restrictive covenants which, among other matters, require us to maintain compliance with cash flow leverage and fixed charge coverage ratios. We were in compliance with all covenants at September 30, 2024 and December 31, 2023.

(4) Related Party Transactions

We purchase 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 $22,000 in the first nine months of 2024 and $194,000 in the first nine months of 2023 for tires and related services. In addition, we paid $1.7 million in the first nine months of 2024 and $1.6 million in the first nine months of 2023 to tire manufacturers for tires that were provided by BBI. BBI received commissions from the tire manufacturers related to these purchases.

We paid Durand Builders Service, Inc. $8,000 in the first nine months of 2024 for building repairs and had no transactions with that company in the first nine months of 2023. Larry B. Hagness, one of our directors, is the chief executive officer and the principal stockholder of Durand Builders Service, Inc.

(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-twostock 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 notrepurchase any shares in the first nine months of 2024, in 2023, or in the third or fourth quarters of 2022. As of September 30, 2024, 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 2024 and 2023 which totaled $14.7 million and $14.6 million, respectively.

(7) Accounting for Share-based Payment Arrangement Compensation

We account for share-based payment arrangements in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 718, Compensation - Stock Compensation. During the first nine months of 2024, 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 each of the first nine months of 2024 and 2023 was $1.8 million and $1.9 million, respectively.

(8) 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.

(9) Commitments and Contingencies

We are committed to new revenue equipment purchases of $36.2 million for the remainder of 2024. Commitments for new revenue equipment purchases in 2025 total $73.6 million. Operating lease obligation expenditures through 2028 total $705,000.

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 renewed our liability insurance policies effective June 1, 2024 and are responsible for the first $2.0 million on each auto liability claim with an annual $5.0 million aggregate for claims between $10.0 million and $20.0 million. For the policy years effective June 1, 2022 and June 1, 2023, we are responsible for the first $1.0 million on each auto liability claim with no aggregates. We continue to be responsible for the first $750,000 on each workers' compensation claim. 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.

(10) Revenue and Business Segments

We account for our revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers. We combine our fivecurrent operating segments into fourreporting 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 time and temperature-sensitive and dry truck-based transportation and distribution 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 threeto fiveyears 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 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-yearterms 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 $2.4 million and $2.1 million as of September 30, 2024 and December 31, 2023, respectively. We had noimpairment losses on contract assets in the first nine months of 2024 or in 2023. 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)		2024			2023			2024			2023
Operating revenue:
Truckload revenue, net of fuel surcharge revenue		$	93,278			$	96,516			$	284,346			$	300,104
Truckload fuel surcharge revenue			15,146				17,711				48,152				51,887
Total Truckload revenue			108,424				114,227				332,498				351,991
Dedicated revenue, net of fuel surcharge revenue			62,898				82,963				202,080				257,231
Dedicated fuel surcharge revenue			12,123				18,834				40,667				56,000
Total Dedicated revenue			75,021				101,797				242,747				313,231
Intermodal revenue, net of fuel surcharge revenue			12,289				18,122				38,230				60,277
Intermodal fuel surcharge revenue			2,220				3,925				7,315				12,724
Total Intermodal revenue			14,509				22,047				45,545				73,001
Brokerage revenue			39,412				41,467				112,486				125,010
Total operating revenue		$	237,366			$	279,538			$	733,276			$	863,233
Operating income/(loss):
Truckload		$	(142	)		$	2,738			$	1,462			$	22,348
Dedicated			3,056				11,286				18,964				39,143
Intermodal			(1,542	)			(1,074	)			(2,420	)			(452	)
Brokerage			2,897				4,280				8,487				13,414
Total operating income		$	4,269			$	17,230			$	26,493			$	74,453

Truckload segment depreciation expense was $15.8 million and $15.3 million, Dedicated segment depreciation expense was $9.5 million and $11.5 million, Intermodal segment depreciation expense was $1.5 million and $1.7 million, and Brokerage segment depreciation expense was $527,000 and $462,000 in the three-month periods ended September 30, 2024 and 2023, respectively.

Truckload segment depreciation expense was $48.1 million and $45.9 million, Dedicated segment depreciation expense was $29.8 million and $35.2 million, Intermodal segment depreciation expense was $4.6 million and $5.5 million, and Brokerage segment depreciation expense was $1.6 million and $1.4 million in the nine-month periods ended September 30, 2024 and 2023, respectively.

(11) Use of Estimates

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

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

The following discussion and analysis of our financial condition and results of operations should be read together with the selected consolidated financial data and our consolidated condensed financial statements and the related notes appearing elsewhere in this report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those included in our Form 10-K, Part I, Item 1A for the year ended December 31, 2023. 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 time and temperature-sensitive and dry truck-based transportation and distribution 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 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.

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 $130.0 million, or 15.1%, in the first nine months of 2024 from the first nine months of 2023. Our operating revenue, net of fuel surcharges, decreased $105.5 million, or 14.2%, compared with the first nine months of 2023. Truckload segment revenue, net of fuel surcharges, decreased 5.3% from the first nine months of 2023, primarily due to a decrease in our average revenue per tractor, despite an increase in our average fleet size. Dedicated segment revenue, net of fuel surcharges, decreased 21.4% from the first nine months of 2023, primarily due to decreases in both our average fleet size and our average revenue per tractor. Intermodal segment revenue, net of fuel surcharges, decreased 36.6% from the first nine months of 2023, primarily due to decreases in both our number of loads and our revenue per load. Brokerage segment revenue decreased 10.0% from the first nine months of 2023, primarily due to a decrease in our revenue per load. Fuel surcharge revenue decreased to $96.1 million in the first nine months of 2024 from $120.6 million in the first nine months of 2023.

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 64.4% to $26.5 million in the first nine months of 2024 from $74.5 million in the first nine months of 2023. Our operating expenses as a percentage of operating revenue, or "operating ratio," was 96.4% in the first nine months of 2024 and 91.4% in the first nine months of 2023. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, increased to 95.8% in the first nine months of 2024 from 90.0% in the first nine months of 2023. Our net income declined 63.3% to $21.3 million, or $0.26 per diluted share, in the first nine months of 2024 from $58.0 million, or $0.71 per diluted share, in the first nine months of 2023.

Our business requires substantial ongoing capital investments, particularly for new tractors and trailers. At September 30, 2024, we had $43.0 million of cash and cash equivalents, $766.5 million in stockholders' equity and no long-term debt outstanding. In the first nine months of 2024, net cash flows provided by operating activities of $111.0 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $102.3 million, to pay cash dividends of $14.7 million and to construct and upgrade regional operating facilities in the amount of $3.9 million, resulting in a $10.2 million decrease in cash and cash equivalents. We estimate that capital expenditures, net of proceeds from dispositions, will be approximately $43 million for the remainder of 2024. Quarterly cash dividends of $0.06 per share of common stock were paid in each of the first three quarters of 2024 which totaled $14.7 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,
		2024			2023			2024			2023
Truckload Segment:
Revenue (in thousands)		$	108,424			$	114,227			$	332,498			$	351,991
Average revenue, net of fuel surcharges, per tractor per week(1)		$	4,187			$	4,285			$	4,090			$	4,442
Average tractors(1)			1,695				1,714				1,776				1,732
Average miles per trip			533				529				533				515
Total miles (in thousands)			39,288				39,093				119,838				116,651
Dedicated Segment:
Revenue (in thousands)		$	75,021			$	101,797			$	242,747			$	313,231
Average revenue, net of fuel surcharges, per tractor per week(1)		$	3,693			$	3,900			$	3,744			$	3,949
Average tractors(1)			1,296				1,619				1,379				1,670
Average miles per trip			311				339				321				335
Total miles (in thousands)			26,571				33,039				83,882				101,948
Intermodal Segment:
Revenue (in thousands)		$	14,509			$	22,047			$	45,545			$	73,001
Loads			4,119				6,327				13,172				19,871
Average tractors			104				154				117				168
Brokerage Segment:
Revenue (in thousands)		$	39,412			$	41,467			$	112,486			$	125,010
Loads			24,628				24,077				67,389				67,483

(1)	Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 94 and 99 tractors as of September 30, 2024 and 2023, respectively.

Comparison of Three Months Ended September 30, 2024 to Three Months Ended September 30, 2023

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)		2024			2023			2024 vs. 2023			2024 vs. 2023
Operating revenue:
Truckload revenue, net of fuel surcharge revenue		$	93,278			$	96,516			$	(3,238	)			(3.4	)%
Truckload fuel surcharge revenue			15,146				17,711				(2,565	)			(14.5	)
Total Truckload revenue			108,424				114,227				(5,803	)			(5.1	)
Dedicated revenue, net of fuel surcharge revenue			62,898				82,963				(20,065	)			(24.2	)
Dedicated fuel surcharge revenue			12,123				18,834				(6,711	)			(35.6	)
Total Dedicated revenue			75,021				101,797				(26,776	)			(26.3	)
Intermodal revenue, net of fuel surcharge revenue			12,289				18,122				(5,833	)			(32.2	)
Intermodal fuel surcharge revenue			2,220				3,925				(1,705	)			(43.4	)
Total Intermodal revenue			14,509				22,047				(7,538	)			(34.2	)
Brokerage revenue			39,412				41,467				(2,055	)			(5.0	)
Total operating revenue		$	237,366			$	279,538			$	(42,172	)			(15.1	)%
Operating income/(loss):
Truckload		$	(142	)		$	2,738			$	(2,880	)			(105.2	)%
Dedicated			3,056				11,286				(8,230	)			(72.9	)
Intermodal			(1,542	)			(1,074	)			(468	)			(43.6	)
Brokerage			2,897				4,280				(1,383	)			(32.3	)
Total operating income		$	4,269			$	17,230			$	(12,961	)			(75.2	)%
Operating ratio:
Truckload			100.1	%			97.6	%
Dedicated			95.9				88.9
Intermodal			110.6				104.9
Brokerage			92.6				89.7
Consolidated operating ratio			98.2	%			93.8	%
Operating ratio, net of fuel surcharges:
Truckload			100.2	%			97.2	%
Dedicated			95.1				86.4
Intermodal			112.5				105.9
Brokerage			92.6				89.7
Consolidated operating ratio, net of fuel surcharges			97.9	%			92.8	%

Our operating revenue decreased $42.2 million, or 15.1%, to $237.4 million in the 2024 period from $279.5 million in the 2023 period. Our operating revenue, net of fuel surcharges, decreased $31.2 million, or 13.0%, to $207.9 million in the 2024 period from $239.1 million in the 2023 period. This decrease in the 2024 period was due to a $20.1 million decrease in Dedicated revenue, net of fuel surcharges, a $5.8 million decrease in Intermodal revenue, net of fuel surcharges, a $3.2 million decrease in Truckload revenue, net of fuel surcharges, and a $2.1 million decrease in Brokerage revenue. Fuel surcharge revenue decreased to $29.5 million in the 2024 period from $40.5 million in the 2023 period.

In addition to the factors discussed below, our profitability across each segment in the 2024 period was impacted by a freight market which has considerably softened from the conditions during the 2023 period.

Truckload segment revenue decreased $5.8 million, or 5.1%, to $108.4 million in the 2024 period from $114.2 million in the 2023 period. Truckload segment revenue, net of fuel surcharges, decreased $3.2 million, or 3.4%, to $93.3 million in the 2024 period from $96.5 million in the 2023 period, primarily due to a decrease in both our average revenue per tractor and in our average fleet size. The operating ratio increased to 100.1% in the 2024 period from 97.6% in the 2023 period. Impacting the 2024 period operating ratio was the decrease in our average revenue per tractor along with higher depreciation, insurance and claims, maintenance and a lower gain on disposition of revenue equipment, partially offset by lower net fuel expense, all as a percentage of revenue.

Dedicated segment revenue decreased $26.8 million, or 26.3%, to $75.0 million in the 2024 period from $101.8 million in the 2023 period. Dedicated segment revenue, net of fuel surcharges, decreased 24.2%, primarily due to decreases in both our average fleet size and our average revenue per tractor. The operating ratio increased to 95.9% in the 2024 period from 88.9% in the 2023 period. Impacting the 2024 period operating ratio was the decrease in our average revenue per tractor along with higher company driver compensation, depreciation, insurance and claims and a lower gain on disposition of revenue equipment, as a percentage of revenue.

Intermodal segment revenue decreased $7.5 million, or 34.2%, to $14.5 million in the 2024 period from $22.0 million in the 2023 period. Intermodal segment revenue, net of fuel surcharges, decreased 32.2% from the 2023 period, primarily due to a decrease in our number of loads. The operating ratio in the 2024 period increased to 110.6% from 104.9% in the 2023 period. Impacting the 2024 period operating ratio was higher purchased transportation and depreciation costs, as a percentage of revenue.

Brokerage segment revenue decreased $2.1 million, or 5.0%, to $39.4 million in the 2024 period from $41.5 million in the 2023 period, primarily due to a decrease in our revenue per load. The operating ratio in the 2024 period of 92.6% was up from 89.7% in the 2023 period. This increase was primarily due to an increase in amounts payable to carriers for transportation services which we arranged as a percentage of our Brokerage revenue.

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

		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)		2024 vs. 2023			2024 vs. 2023			2024			2023
Operating revenue		$	(42,172	)			(15.1	)%			100.0	%			100.0	%
Operating expenses (income):
Salaries, wages and benefits			(9,178	)			(9.9	)			35.2				33.1
Purchased transportation			(4,811	)			(9.7	)			18.9				17.8
Fuel and fuel taxes			(12,914	)			(26.5	)			15.1				17.4
Supplies and maintenance			(1,432	)			(8.0	)			6.9				6.4
Depreciation			(1,625	)			(5.6	)			11.5				10.4
Operating taxes and licenses			(316	)			(11.2	)			1.1				1.0
Insurance and claims			505				3.8				5.8				4.7
Communications and utilities			(418	)			(16.2	)			0.9				0.9
Gain on disposition of revenue equipment			2,133				70.8				(0.4	)			(1.1	)
Other			(1,155	)			(13.2	)			3.2				3.1
Total operating expenses			(29,211	)			(11.1	)			98.2				93.8
Operating income			(12,961	)			(75.2	)			1.8				6.2
Other			95				9.3				(0.4	)			(0.4	)
Income before income taxes			(13,056	)			(71.6	)			2.2				6.5
Income taxes expense			(3,212	)			(69.1	)			0.6				1.7
Net income		$	(9,844	)			(72.4	)%			1.6	%			4.9	%

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 $9.2 million, or 9.9%, in the 2024 period from the 2023 period. This decrease resulted primarily from lower company driver compensation expense of $8.2 million and a $946,000 decrease in non-driver compensation expense.

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 $4.8 million in total, or 9.7%, in the 2024 period from the 2023 period. Amounts payable to carriers for transportation services we arranged in our Brokerage segment decreased $823,000 to $33.3 million in the 2024 period from $34.1 million in the 2023 period, primarily due to a decrease in our cost per load. Amounts payable to railroads and drayage carriers for transportation services within our Intermodal segment decreased to $8.0 million in the 2024 period from $11.6 million in the 2023 period, primarily due to a decrease in our number of loads. The portion of purchased transportation expense related to independent contractors within our Truckload and Dedicated segments, including fuel surcharges, decreased $406,000 in the 2024 period.

Fuel and fuel taxes decreased by $12.9 million, or 26.5%, in the 2024 period from the 2023 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) decreased $3.4 million, or 28.1%, to $8.7 million in the 2024 period from $12.1 million in the 2023 period. Fuel surcharges passed through to independent contractors, outside drayage carriers and railroads decreased to $2.4 million from $3.9 million in the 2023 period. The United States Department of Energy, or DOE, national average cost of fuel decreased to $3.69 per gallon from $4.24 per gallon in the 2023 period. Due to these factors, our net fuel expense decreased to 5.2% of Truckload, Dedicated and Intermodal segment revenue, net of fuel surcharges, in the 2024 period from 6.1% 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.

Depreciation relates to owned tractors, trailers, containers, auxiliary power units, communication units, terminal facilities and other assets. The $1.6 million, or 5.6%, decrease in depreciation in the 2024 period was primarily due to a decrease in our average tractor fleet size, partially offset by 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 $505,000, or 3.8%, increase in insurance and claims in the 2024 period was primarily due to an increase in our insurance premiums, partially offset by a decrease in our self-insured workers' compensation 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 $881,000 in the 2024 period, down from $3.0 million in the 2023 period due to decreases 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 75.2% to $4.3 million in the 2024 period from $17.2 million in the 2023 period as a result of the foregoing factors. Our operating expenses as a percentage of operating revenue, or "operating ratio," was 98.2% in the 2024 period and 93.8% in the 2023 period. The operating ratio for our Truckload segment was 100.1% in the 2024 period and 97.6% in the 2023 period, for our Dedicated segment was 95.9% in the 2024 period and 88.9% in the 2023 period, for our Intermodal segment was 110.6% in the 2024 period and 104.9% in the 2023 period, and for our Brokerage segment was 92.6% in the 2024 period and 89.7% in the 2023 period. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, was 97.9% in the 2024 period and 92.8% in the 2023 period.

Our effective income tax rate increased to 27.7% in the 2024 period from 25.5% in the 2023 period.

As a result of the factors described above, net income declined 72.4% to $3.8 million, or $0.05 per diluted share, in the 2024 period from $13.6 million, or $0.17 per diluted share, in the 2023 period.

Comparison of Nine Months Ended September 30, 2024 to Nine Months Ended September 30, 2023

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)		2024			2023			2024 vs. 2023			2024 vs. 2023
Operating revenue:
Truckload revenue, net of fuel surcharge revenue		$	284,346			$	300,104			$	(15,758	)			(5.3	)%
Truckload fuel surcharge revenue			48,152				51,887				(3,735	)			(7.2	)
Total Truckload revenue			332,498				351,991				(19,493	)			(5.5	)
Dedicated revenue, net of fuel surcharge revenue			202,080				257,231				(55,151	)			(21.4	)
Dedicated fuel surcharge revenue			40,667				56,000				(15,333	)			(27.4	)
Total Dedicated revenue			242,747				313,231				(70,484	)			(22.5	)
Intermodal revenue, net of fuel surcharge revenue			38,230				60,277				(22,047	)			(36.6	)
Intermodal fuel surcharge revenue			7,315				12,724				(5,409	)			(42.5	)
Total Intermodal revenue			45,545				73,001				(27,456	)			(37.6	)
Brokerage revenue			112,486				125,010				(12,524	)			(10.0	)
Total operating revenue		$	733,276			$	863,233			$	(129,957	)			(15.1	)%
Operating income/(loss):
Truckload		$	1,462			$	22,348			$	(20,886	)			(93.5	)%
Dedicated			18,964				39,143				(20,179	)			(51.6	)
Intermodal			(2,420	)			(452	)			(1,968	)			(435.4	)
Brokerage			8,487				13,414				(4,927	)			(36.7	)
Total operating income		$	26,493			$	74,453			$	(47,960	)			(64.4	)%
Operating ratio:
Truckload			99.6	%			93.7	%
Dedicated			92.2				87.5
Intermodal			105.3				100.6
Brokerage			92.5				89.3
Consolidated operating ratio			96.4	%			91.4	%
Operating ratio, net of fuel surcharges:
Truckload			99.5	%			92.6	%
Dedicated			90.6				84.8
Intermodal			106.3				100.7
Brokerage			92.5				89.3
Consolidated operating ratio, net of fuel surcharges			95.8	%			90.0	%

Our operating revenue decreased $130.0 million, or 15.1%, to $733.3 million in the 2024 period from $863.2 million in the 2023 period. Our operating revenue, net of fuel surcharges, decreased $105.5 million, or 14.2%, to $637.1 million in the 2024 period from $742.6 million in the 2023 period. This decrease in the 2024 period was due to a $55.2 million decrease in Dedicated revenue, net of fuel surcharges, a $22.0 million decrease in Intermodal revenue, net of fuel surcharges, a $15.8 million decrease in Truckload revenue, net of fuel surcharges, and a $12.5 million decrease in Brokerage revenue. Fuel surcharge revenue decreased to $96.1 million in the 2024 period from $120.6 million in the 2023 period.

In addition to the factors discussed below, our profitability across each segment in the 2024 period was impacted by a freight market which has considerably softened from the conditions during the 2023 period.

Truckload segment revenue decreased $19.5 million, or 5.5%, to $332.5 million in the 2024 period from $352.0 million in the 2023 period. Truckload segment revenue, net of fuel surcharges, decreased $15.8 million, or 5.3%, to $284.3 million in the 2024 period from $300.1 million in the 2023 period, primarily due to a decrease in our average revenue per tractor, despite an increase in our average fleet size. The operating ratio increased to 99.6% in the 2024 period from 93.7% in the 2023 period. Impacting the 2024 period operating ratio was the decrease in our average revenue per tractor along with higher company driver compensation, depreciation, maintenance and a lower gain on disposition of revenue equipment, as a percentage of revenue.

Dedicated segment revenue decreased $70.5 million, or 22.5%, to $242.7 million in the 2024 period from $313.2 million in the 2023 period. Dedicated segment revenue, net of fuel surcharges, decreased 21.4%, primarily due to decreases in both our average fleet size and our average revenue per tractor. The operating ratio increased to 92.2% in the 2024 period from 87.5% in the 2023 period. Impacting the 2024 period operating ratio was the decrease in our average revenue per tractor along with higher company driver compensation, depreciation, purchased transportation and a lower gain on disposition of revenue equipment, as a percentage of revenue.

Intermodal segment revenue decreased $27.5 million, or 37.6%, to $45.5 million in the 2024 period from $73.0 million in the 2023 period. Intermodal segment revenue, net of fuel surcharges, decreased 36.6% from the 2023 period, primarily due to decreases in both our number of loads and our revenue per load. The operating ratio in the 2024 period increased to 105.3% from 100.6% in the 2023 period. Impacting the 2024 period operating ratio was the decrease in our revenue per load along with higher depreciation, maintenance and purchased transportation costs, as a percentage of revenue.

Brokerage segment revenue decreased $12.5 million, or 10.0%, to $112.5 million in the 2024 period from $125.0 million in the 2023 period, primarily due to a decrease in our revenue per load. The operating ratio in the 2024 period of 92.5% was up from 89.3% in the 2023 period. This increase was primarily due to an increase in amounts payable to carriers for transportation services which we arranged as a percentage of our Brokerage revenue.

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

		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)		2024 vs. 2023			2024 vs. 2023			2024			2023
Operating revenue		$	(129,957	)			(15.1	)%			100.0	%			100.0	%
Operating expenses (income):
Salaries, wages and benefits			(28,745	)			(10.0	)			35.3				33.3
Purchased transportation			(22,164	)			(14.6	)			17.7				17.6
Fuel and fuel taxes			(23,555	)			(17.1	)			15.6				16.0
Supplies and maintenance			(2,285	)			(4.5	)			6.7				5.9
Depreciation			(3,849	)			(4.4	)			11.5				10.2
Operating taxes and licenses			(726	)			(8.7	)			1.0				1.0
Insurance and claims			(2,830	)			(6.9	)			5.2				4.7
Communications and utilities			(791	)			(10.4	)			0.9				0.9
Gain on disposition of revenue equipment			7,226				61.2				(0.6	)			(1.4	)
Other			(4,278	)			(15.7	)			3.1				3.2
Total operating expenses			(81,997	)			(10.4	)			96.4				91.4
Operating income			(47,960	)			(64.4	)			3.6				8.6
Other			206				7.0				(0.4	)			(0.3	)
Income before income taxes			(48,166	)			(62.2	)			4.0				9.0
Income taxes expense			(11,481	)			(59.1	)			1.1				2.2
Net income		$	(36,685	)			(63.3	)%			2.9	%			6.7	%

Salaries, wages and benefits expense decreased $28.7 million, or 10.0%, in the 2024 period from the 2023 period. This decrease resulted primarily from both lower company driver compensation expense of $23.2 million and non-driver compensation expense of $2.9 million.

Purchased transportation expense decreased $22.2 million in total, or 14.6%, in the 2024 period from the 2023 period. Amounts payable to carriers for transportation services we arranged in our Brokerage segment decreased $8.1 million to $94.4 million in the 2024 period from $102.4 million in the 2023 period, primarily due to a decrease in our cost per load. Amounts payable to railroads and drayage carriers for transportation services within our Intermodal segment decreased to $24.0 million in the 2024 period from $37.9 million in the 2023 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, decreased $197,000 in the 2024 period.

Fuel and fuel taxes decreased by $23.6 million, or 17.1%, in the 2024 period from the 2023 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) decreased $3.6 million, or 12.3%, to $25.9 million in the 2024 period from $29.5 million in the 2023 period. Fuel surcharges passed through to independent contractors, outside drayage carriers and railroads decreased to $7.8 million from $12.4 million in the 2023 period. The DOE national average cost of fuel decreased to $3.83 per gallon from $4.20 per gallon in the 2023 period. Despite this price decrease, our net fuel expense increased to 4.9% of Truckload, Dedicated and Intermodal segment revenue, net of fuel surcharges, in the 2024 period from 4.8% in the 2023 period.

The $3.8 million, or 4.4%, decrease in depreciation in the 2024 period was primarily due to a decrease in our average tractor fleet size, partially offset by higher prices of new equipment.

The $2.8 million, or 6.9%, decrease in insurance and claims in the 2024 period was primarily due to decreases in our self-insured auto liability and workers' compensation claim costs and in our self-insured cost of physical damage claims related to our revenue equipment, partially offset by higher insurance premiums.

Gain on disposition of revenue equipment was $4.6 million in the 2024 period, down from $11.8 million in the 2023 period due to decreases in the average gain for our tractor and trailer sales, despite an increase in the number of units sold.

Our operating income declined 64.4% to $26.5 million in the 2024 period from $74.5 million in the 2023 period as a result of the foregoing factors. Our operating expenses as a percentage of operating revenue, or "operating ratio," was 96.4% in the 2024 period and 91.4% in the 2023 period. The operating ratio for our Truckload segment was 99.6% in the 2024 period and 93.7% in the 2023 period, for our Dedicated segment was 92.2% in the 2024 period and 87.5% in the 2023 period, for our Intermodal segment was 105.3% in the 2024 period and 100.6% in the 2023 period, and for our Brokerage segment was 92.5% in the 2024 period and 89.3% in the 2023 period. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, was 95.8% in the 2024 period and 90.0% in the 2023 period.

Our effective income tax rate increased to 27.2% in the 2024 period from 25.1% in the 2023 period.

As a result of the factors described above, net income declined 63.3% to $21.3 million, or $0.26 per diluted share, in the 2024 period from $58.0 million, or $0.71 per diluted share, in the 2023 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)		2024			2023
Net cash flows provided by operating activities		$	111,021			$	126,333
Net cash flows used for investing activities			(107,247	)			(124,470	)
Net cash flows used for financing activities			(13,997	)			(14,396	)

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 first nine months of 2024, in 2023, or in the third or fourth quarters of 2022. As of September 30, 2024, 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 2024, net cash flows provided by operating activities of $111.0 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $102.3 million, to pay cash dividends of $14.7 million and to construct and upgrade regional operating facilities in the amount of $3.9 million, resulting in a $10.2 million decrease in cash and cash equivalents. 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 $43 million for the remainder of 2024. This amount includes commitments to purchase $36.2 million of new revenue equipment, prior to considering proceeds from dispositions. Commitments for new revenue equipment purchases in 2025 total $73.6 million. Additionally, operating lease obligations total $705,000 through 2028. Quarterly cash dividends of $0.06 per share of common stock were paid in each of the first three quarters of 2024 and 2023 which totaled $14.7 million and $14.6 million, respectively. We currently expect to continue to pay quarterly cash dividends in the future. The payment of cash dividends in the future, and the amount of any such dividends, will depend upon our financial condition, results of operations, cash requirements and certain corporate law requirements, as well as other factors deemed relevant by our Board of Directors. We believe our sources of liquidity are adequate to meet our current and anticipated needs for at least the next twelve months. Based upon anticipated cash flows, existing cash and cash equivalents balances, current borrowing availability and other sources of financing we expect to be available to us, we do not anticipate any significant liquidity constraints in the foreseeable future.

In August 2022, we entered into a credit agreement that provides for an unsecured committed credit facility with an aggregate principal amount of $30.0 million which matures in August 2027. The credit agreement amends, restates and continues in its entirety our previous credit agreement, as amended. At September 30, 2024, 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 $23.1 million and remaining borrowing availability of $6.9 million. At December 31, 2023, there was also no outstanding principal balance on the facility. As of that date, we had outstanding standby letters of credit of $20.7 million on the facility. This facility bears interest at a variable rate based on the Term SOFR Rate plus applicable margins. The interest rate for the facility that would apply to outstanding principal balances was 8.0% at September 30, 2024.

Our credit agreement effective in August 2022 prohibits us from paying, in any fiscal year, stock redemptions and dividends in excess of $150 million. The current credit agreement also contains restrictive covenants which, among other matters, require us to maintain compliance with cash flow leverage and fixed charge coverage ratios. We were in compliance with all covenants at September 30, 2024 and December 31, 2023.

Other than our obligations for revenue equipment and 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, 2024.

Seasonality

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

Critical Accounting Estimates

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

Auto Liability and Workers' Compensation Claims Reserves. We self-insure for our portion of claims exposure resulting from auto liability and workers' compensation claims. We renewed our liability insurance policies effective June 1, 2024 and are responsible for the first $2.0 million on each auto liability claim with an annual $5.0 million aggregate for claims between $10.0 million and $20.0 million. For the policy years effective June 1, 2022 and June 1, 2023, we are responsible for the first $1.0 million on each auto liability claim with no aggregates. We continue to be responsible for the first $750,000 on each workers' compensation claim. Additionally, we have $23.1 million in standby letters of credit to guarantee settlement of claims under agreements with our insurance carriers and regulatory authorities. We maintain insurance coverage for per-incident and total losses in excess of these risk retention levels in amounts we consider adequate based upon historical experience and our ongoing review. However, we could suffer a series of losses within our self-insured retention limits or losses over our policy limits which could negatively affect our financial condition and operating results. Our auto liability and workers' compensation claims expense and the related claims reserves will vary primarily based upon the frequency and severity of our accident experience. The total auto liability and workers' compensation claims reserves within the insurance and claims accruals in our consolidated condensed balance sheets were $36.4 million and $40.3 million as of September 30, 2024 and December 31, 2023, respectively. The excess of the insurance and claims accruals over these amounts relates to general liability, cargo and property damage claims, along with reserves for physical damage to our equipment and outstanding employees' health insurance claims.

We reserve for the estimated cost of the uninsured portion of pending auto liability and workers' compensation claims, including legal costs. These case reserves are periodically evaluated and adjusted based on our continuing evaluation of the nature and severity of each individual claim. Claims development factors are applied to the total amount of the individual claims' case reserves by year incurred to estimate future claims development based on our historical experience. Our claims development factors phase down each year over nine years for auto liability claims and eleven years for workers' compensation claims from the year incurred. We also ensure that our total recorded auto liability and workers' compensation claims reserves are within a range of reasonable amounts determined in an independent actuarial analysis. There were no changes to our methodology used to estimate our ultimate claims losses in the first nine months of 2024 or in 2023. Projection of losses is subject to a high level of estimation uncertainty and actual results could differ from these current estimates. Our estimates require judgments concerning the nature and severity of each claim, historical trends, consultation with actuarial experts, settlement patterns, jury awards, litigation trends and legal interpretations, which are difficult to predict.

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 2024, a 5% increase in the average cost of diesel fuel would have increased our fuel expense by $5.6 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, 2024. 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.

Item 5. Other Information.

During the nine months ended September 30, 2024, noneof our directors or "officers" (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Securities and Exchange Commission Regulation S-K.

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, 2023.

Item 6. Exhibits.

Item No.	Item		Method of Filing
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, 2024, filed with the SEC on November 8, 2024, 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, 2024, 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, 2024	By:	/s/ Timothy M. Kohl
		Timothy M. Kohl
		Chief Executive Officer
		(Principal Executive Officer)
Dated: November 8, 2024	By:	/s/ James J. Hinnendael
		James J. Hinnendael
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

Public link

Please use the above public link if you want to share this noodl on another website.