What changed in this filing

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Item 1. Financial Statements

2025-11-07 compared with 2025-08-08 · 146 added, 112 removed, 530 unchanged (33% of the section changed)

2 unchanged sentences

CONSOLIDATED CONDENSED BALANCE SHEETS

September 30,

(In thousands, except share information)

7 unchanged sentences

Net property and equipment

Escrow deposit

Other noncurrent assets

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192,000,000 shares authorized;

81,520,424 shares at June 30, 2025, and 81,463,938 shares at December 31, 2024, issued and outstanding

81,520,424 shares at September 30, 2025, and 81,463,938 shares at December 31, 2024, issued and outstanding

Additional paid-in capital

5 unchanged sentences

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

Ended June 30,

Ended September 30,

(In thousands, except per share information)

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Balance at June 30, 2025

Share-based payment arrangement compensation expense

Dividends on common stock, $ 0.06 per share

Balance at September 30, 2025

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

12 unchanged sentences

Balance at June 30, 2024

Issuance of common stock from share-based payment arrangement exercises

Share-based payment arrangement compensation expense

Dividends on common stock, $ 0.06 per share

Balance at September 30, 2024

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

1 unchanged sentence

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

Ended June 30,

Ended September 30,

(In thousands)

22 unchanged sentences

Net cash used for financing activities

Net change in cash and cash equivalents

Cash and cash equivalents:

Net change in cash and cash equivalents and escrow deposit

Cash and cash equivalents and escrow deposit:

Beginning of period

5 unchanged sentences

Cash paid for income taxes

Reconciliation of cash and cash equivalents and escrow deposit in the consolidated condensed balance sheets

Cash and cash equivalents

Escrow deposit

Total cash and cash equivalents and escrow deposit shown above

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

1 unchanged sentence

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2025

NINE MONTHS ENDED SEPTEMBER 30, 2025

(1) Consolidated Condensed Financial Statements

7 unchanged sentences

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

Ended June 30,

Ended September 30,

(In thousands, except per share amounts)

4 unchanged sentences

Diluted earnings per common share

Options totaling 638,071 and 615,898 equivalent shares for the three-month and six-month periods ended June 30, 2025, respectively, and 543,500 and 533,400 equivalent shares for the three-month and six-month periods ended June 30, 2024, 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 181,111 equivalent shares for each of the three-month and six-month periods ended June 30, 2025, and 148,520 equivalent shares for each of the three-month and six-month periods ended June 30, 2024, 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.

Options totaling 672,071 and 632,398 equivalent shares for the three-month and nine-month periods ended September 30, 2025, respectively, and 522,300 and 518,200 equivalent shares for the three-month and nine-month periods ended September 30, 2024, 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 154,059 equivalent shares for each of the three-month and nine-month periods ended September 30, 2025, and 141,320 equivalent shares for each of the three-month and nine-month periods ended September 30, 2024, 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

1 unchanged sentence

The credit agreement amends, restates and continues in its entirety our previous credit agreement, as amended.

At June 30, 2025, there was no outstanding principal balance on the facility.

At September 30, 2025, 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 $ 24.1 million and remaining borrowing availability of $ 5.9 million.

2 unchanged sentences

This facility bears interest at a variable rate based on the Term SOFR Rate plus applicable margins.

The interest rate for the facility that would apply to outstanding principal balances was 7.5 % at June 30, 2025.

The interest rate for the facility that would apply to outstanding principal balances was 7.25 % at September 30, 2025.

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 June 30, 2025 and December 31, 2024.

We were in compliance with all covenants at September 30, 2025 and December 31, 2024.

(4) Related Party Transactions

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Bauer, the chairman of the board and chief executive officer of BBI, is one of our directors.

We paid BBI $ 13,000 in the first six months of 2025 and $ 14,000 in the first six months of 2024 for tires and related services.

In addition, we paid $ 613,000 in the first six months of 2025 and $ 1.2 million in the first six months of 2024 to tire manufacturers for tires that were provided by BBI.

We paid BBI $ 22,000 in each of the first nine months of 2025 and 2024 for tires and related services.

In addition, we paid $ 1.2 million in the first nine months of 2025 and $ 1.7 million in the first nine months of 2024 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.

$ 7,000 in the first six months of 2024 for building repairs and had no transactions with that company in the first six months of 2025.

$ 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 2025.

Hagness, one of our directors, is the chief executive officer and 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- 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.

In May 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 Securities Exchange Act of 1934, as amended.

2 unchanged sentences

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 six months of 2025, in 2024 or 2023, or in the third or fourth quarters of 2022.

As of June 30, 2025, future repurchases of up to $ 33.2 million, or approximately 2.2 million shares, were available in the share repurchase program.

We have not repurchased any shares since the second quarter of 2022.

As of September 30, 2025, 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 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 two quarters of 2025 and 2024 which totaled $ 9.8 million in each period.

Quarterly cash dividends of $ 0.06 per share of common stock were paid in each of the first three quarters of 2025 and 2024 which totaled $ 14.7 million in each period.

(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 six months of 2025, 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 six months of 2025 and 2024 was $ 1.3 million and $ 1.4 million, respectively.

During the first nine months of 2025, there were no significant changes to the structure of our stock-based award plans.

Pre-tax compensation expense related to stock options and performance awards recorded in the first nine months of 2025 and 2024 was $ 1.5 million and $ 1.8 million, respectively.

(8) Fair Value of Financial Instruments

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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 trucking companies, including us, have been subject to lawsuits, including class action 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.

We self-insure for such claims and record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated.

The outcome of litigation, particularly class action lawsuits, 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.

To the extent we experience claims that are uninsured, exceed our coverage limits, involve significant aggregate use of our self-insured retention amounts 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 or probable to have a materially adverse effect on our consolidated condensed financial statements;

however, the final disposition of these matters and the impact of such final dispositions cannot be determined at this time.

As such, future liability claims or adverse developments in existing claims could have a materially adverse effect on our consolidated condensed financial statements.

(10) Sale of Intermodal Business Assets

On September 30, 2025, we closed on the previously announced agreement to sell the assets related to our Intermodal business to Hub Group, Inc.

The transaction was structured as an asset sale of certain Intermodal equipment, including over 1,200 refrigerated containers, and associated customer contracts to Hub Group, Inc.

for $ 51.8 million in cash.

No gain or loss on disposition of assets resulted from the transaction.

In connection with this transaction, $5.0 million was placed in an escrow account to secure potential indemnity claims by Hub Group, Inc.

These funds are restricted from use for general corporate purposes.

The escrow agreement is set to expire in December 2026.

Accordingly, the escrow deposit is classified as a non-current asset.

(11) Revenue and Business Segments

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These four reporting segments are also the appropriate categories for the disaggregation of our revenue under FASB ASC 606.

As discussed in Note 10, our Intermodal operations were sold effective September 30, 2025.

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 six distinct business platforms – Temperature-Sensitive and Dry Truckload, Dedicated, Intermodal, Brokerage and MRTN de Mexico.

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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.

See Note 12 for a description of the agreement we announced on July 22, 2025 to sell the assets and associated customer contracts related to our Intermodal business.

Our Intermodal segment transported 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 affected our Intermodal revenue were the rate per mile and other charges we received from our customers.

As discussed in Note 10, our Intermodal operations were sold effective September 30, 2025.

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.

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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 $ 2.2 million and $ 1.6 million as of June 30, 2025 and December 31, 2024, respectively.

We had no impairment losses on contract assets in the first six months of 2025 or 2024.

Contract assets for this estimated revenue which are classified within prepaid expenses and other within our consolidated condensed balance sheets were $ 1.9 million and $ 1.6 million as of September 30, 2025 and December 31, 2024, respectively.

We had no impairment losses on contract assets in the first nine months of 2025 or 2024.

We bill our customers for loads after delivery is complete with standard payment terms of 30 days.

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We do not prepare separate balance sheets by segment and, as a result, assets are not separately identifiable by segment.

Ended June 30,

Ended September 30,

(In thousands)

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Total operating income

The following segment operating results for the periods indicated are provided monthly to our chief operating decision maker, our chief executive officer, and used in assessing segment performance and allocating resources, primarily based upon each segment’s variances in operating revenue, operating income and operating ratio.

The following segment operating results for the periods indicated are provided monthly to our chief operating decision maker, our Chairman of the Board and Chief Executive Officer, and used in assessing segment performance and allocating resources, primarily based upon each segment’s variances in operating revenue, operating income and operating ratio.

We do not prepare separate balance sheets by segment and, as a result, assets are not separately identifiable by segment.

Three Months Ended June 30, 2025 Segment Operating Results

Three Months Ended September 30, 2025 Segment Operating Results

(In thousands)

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Operating ratio, net of fuel surcharges

Six Months Ended June 30, 2025 Segment Operating Results

Nine Months Ended September 30, 2025 Segment Operating Results

(In thousands)

13 unchanged sentences

Operating ratio, net of fuel surcharges

Three Months Ended June 30, 2024 Segment Operating Results

Three Months Ended September 30, 2024 Segment Operating Results

(In thousands)

13 unchanged sentences

Operating ratio, net of fuel surcharges

Six Months Ended June 30, 2024 Segment Operating Results

Nine Months Ended September 30, 2024 Segment Operating Results

(In thousands)

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Ultimate results could differ from these estimates.

(12) Sale of Intermodal Business Assets Subsequent Event

On July 22, 2025, we announced that we have entered into an agreement to sell the assets related to our Intermodal business to Hub Group, Inc.

The transaction is structured as an asset sale of certain Intermodal equipment, including over 1,200 refrigerated containers, and associated customer contracts to Hub Group, Inc.

for $ 51.8 million in cash, and is expected to close by the end of the third quarter subject to certain customary closing conditions.

The transaction is not expected to have a material impact on our results of operations.

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

4 unchanged sentences

As discussed in Note 10, our Intermodal operations were sold effective September 30, 2025.

Our Truckload segment provides a combination of regional short-haul and medium-to-long-haul full-load transportation services.

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The main factors that affect our Intermodal revenue are the rate per mile and other charges we receive from our customers.

See Note 12 for a description of the agreement we announced on July 22, 2025 to sell the assets and associated customer contracts related to our Intermodal business.

The main factors that affected our Intermodal revenue were the rate per mile and other charges we received from our customers.

As discussed in Note 10, our Intermodal operations were sold effective September 30, 2025.

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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 $42.8 million, or 8.6%, in the first six months of 2025 from the first six months of 2024.

Our operating revenue, net of fuel surcharges, decreased $29.7 million, or 6.9%, compared with the first six months of 2024.

Truckload segment revenue, net of fuel surcharges, decreased 4.4% from the first six months of 2024, primarily due to a decrease in our average fleet size, partially offset by an increase in our average revenue per tractor.

Dedicated segment revenue, net of fuel surcharges, decreased 11.1% from the first six months of 2024, primarily due to a decrease in our average fleet size, partially offset by an increase in our average revenue per tractor.

Intermodal segment revenue, net of fuel surcharges, decreased 21.5% from the first six months of 2024, primarily due to decreases in both our number of loads and our revenue per load.

Brokerage segment revenue decreased 0.3% from the first six months of 2024, primarily due to a decrease in our revenue per load, partially offset by an increase in our number of loads.

Fuel surcharge revenue decreased to $53.5 million in the first six months of 2025 from $66.6 million in the first six months of 2024.

Our operating revenue decreased $59.7 million, or 8.1%, in the first nine months of 2025 from the first nine months of 2024.

Our operating revenue, net of fuel surcharges, decreased $43.6 million, or 6.8%, compared with the first nine months of 2024.

Truckload segment revenue, net of fuel surcharges, decreased 4.1% from the first nine months of 2024, primarily due to a decrease in our average fleet size, partially offset by an increase in our average revenue per tractor.

Dedicated segment revenue, net of fuel surcharges, decreased 10.7% from the first nine months of 2024, primarily due to a decrease in our average fleet size, partially offset by an increase in our average revenue per tractor.

Intermodal segment revenue, net of fuel surcharges, decreased 24.8% from the first nine months of 2024, primarily due to decreases in both our number of loads and our revenue per load.

Brokerage segment revenue decreased 0.7% from the first nine months of 2024, primarily due to a decrease in our revenue per load, partially offset by an increase in our number of loads.

Fuel surcharge revenue decreased to $80.0 million in the first nine months of 2025 from $96.1 million in the first nine months of 2024.

Our profitability is impacted by the variable costs of transporting freight for our customers, fixed costs, and expenses containing both fixed and variable components.

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This expense is included within purchased transportation in our consolidated condensed statements of operations.

Our operating income declined 29.8% to $15.6 million in the first six months of 2025 from $22.2 million in the first six months of 2024.

Our operating expenses as a percentage of operating revenue, or “operating ratio,” was 96.6% in the first six months of 2025 and 95.5% in the first six months of 2024.

Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, increased to 96.1% in the first six months of 2025 from 94.8% in the first six months of 2024.

Our net income declined 34.3% to $11.5 million, or $0.14 per diluted share, in the first six months of 2025 from $17.5 million, or $0.22 per diluted share, in the first six months of 2024.

Our operating income declined 30.8% to $18.3 million in the first nine months of 2025 from $26.5 million in the first nine months of 2024.

Our operating expenses as a percentage of operating revenue, or “operating ratio,” was 97.3% in the first nine months of 2025 and 96.4% in the first nine months of 2024.

Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, increased to 96.9% in the first nine months of 2025 from 95.8% in the first nine months of 2024.

Our net income declined 35.4% to $13.7 million, or $0.17 per diluted share, in the first nine months of 2025 from $21.3 million, or $0.26 per diluted share, in the first nine months of 2024.

Our business requires substantial ongoing capital investments, particularly for new tractors and trailers.

At June 30, 2025, we had $35.1 million of cash and cash equivalents, $770.7 million in stockholders’ equity and no long-term debt outstanding.

In the first six months of 2025, net cash flows provided by operating activities of $69.4 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $38.8 million, to pay cash dividends of $9.8 million and to purchase other assets in the amount of $2.7 million, resulting in a $17.8 million increase in cash and cash equivalents.

At September 30, 2025, we had $54.5 million of cash and cash equivalents and an escrow deposit, $768.2 million in stockholders’ equity and no long-term debt outstanding.

In the first nine months of 2025, net cash flows provided by operating activities of $87.9 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $32.4 million, to pay cash dividends of $14.7 million and to purchase other assets in the amount of $3.3 million, resulting in a $37.2 million increase in cash and cash equivalents and an escrow deposit.

We estimate that capital expenditures, net of proceeds from dispositions, will be approximately $28 million for the remainder of 2025.

Quarterly cash dividends of $0.06 per share of common stock were paid in each of the first two quarters of 2025 which totaled $9.8 million.

Quarterly cash dividends of $0.06 per share of common stock were paid in each of the first three quarters of 2025 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.

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

Ended June 30,

Ended September 30,

Truckload Segment:

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Includes tractors driven by both company-employed drivers and independent contractors.

Independent contractors provided 80 and 90 tractors as of June 30, 2025 and 2024, respectively.

Comparison of Three Months Ended June 30, 2025 to Three Months Ended June 30, 2024

Independent contractors provided 83 and 94 tractors as of September 30, 2025 and 2024, respectively.

Comparison of Three Months Ended September 30, 2025 to Three Months Ended September 30, 2024

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:

September 30,

(Dollars in thousands)

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Our operating revenue, net of fuel surcharges, decreased $13.9 million, or 6.7%, to $194.0 million in the 2025 period from $207.9 million in the 2024 period.

This decrease in the 2025 period was due to a $6.1 million decrease in Dedicated revenue, net of fuel surcharges, a $3.6 million decrease in Truckload revenue, net of fuel surcharges, and a $2.6 million decrease in Intermodal revenue, net of fuel surcharges, partially offset by a $2.5 million increase in Brokerage revenue.

This decrease in the 2025 period was due to a $6.2 million decrease in Dedicated revenue, net of fuel surcharges, a $3.9 million decrease in Intermodal revenue, net of fuel surcharges, a $3.1 million decrease in Truckload revenue, net of fuel surcharges, and a $632,000 decrease in Brokerage revenue.

Fuel surcharge revenue decreased to $26.5 million in the 2025 period from $29.5 million in the 2024 period.

In addition to the factors discussed below, our profitability across each segment in the 2025 period was impacted by a freight market which has considerably softened from the conditions during the 2024 period.

Truckload segment revenue decreased $3.6 million, or 3.3%, to $104.8 million in the 2025 period from $108.4 million in the 2024 period.

Truckload segment revenue, net of fuel surcharges, decreased $3.6 million, or 3.7%, to $92.5 million in the 2025 period from $96.0 million in the 2024 period, primarily due to a decrease in our average fleet size, partially offset by an increase in our average revenue per tractor.

The operating ratio improved to 97.8% in the 2025 period from 99.0% in the 2024 period.

Impacting the 2025 period operating ratio was lower company driver compensation, as a percentage of revenue, increased gain on disposition of revenue equipment and improved average revenue per tractor, partially offset by higher insurance and claims and depreciation costs, as a percentage of revenue.

Truckload segment revenue, net of fuel surcharges, decreased $3.1 million, or 3.4%, to $90.1 million in the 2025 period from $93.3 million in the 2024 period, primarily due to a decrease in both our average fleet size and average revenue per tractor.

The operating ratio was 101.9% in the 2025 period and 100.1% in the 2024 period.

Impacting the 2025 period operating ratio was lower average revenue per tractor, along with higher depreciation and fuel costs, both as a percentage of revenue.

Dedicated segment revenue decreased $8.0 million, or 10.7%, to $67.0 million in the 2025 period from $75.0 million in the 2024 period.

Dedicated segment revenue, net of fuel surcharges, decreased 9.9%, primarily due to a decrease in our average fleet size, partially offset by an increase in our average revenue per tractor.

The operating ratio increased to 92.4% in the 2025 period from 91.8% in the 2024 period.

Impacting the 2025 period operating ratio was higher insurance and claims and depreciation costs, as a percentage of revenue, partially offset by increased gain on disposition of revenue equipment.

The operating ratio improved to 94.9% in the 2025 period from 95.9% in the 2024 period.

Impacting the 2025 period operating ratio was improved average revenue per tractor, along with lower company driver compensation, as a percentage of revenue.

Intermodal segment revenue decreased $4.7 million, or 32.1%, to $9.9 million in the 2025 period from $14.5 million in the 2024 period.

Intermodal segment revenue, net of fuel surcharges, decreased 31.9% from the 2024 period, primarily due to decreases in both our number of loads and our revenue per load.

The operating ratio in the 2025 period increased to 106.3% from 104.5% in the 2024 period.

Impacting the 2025 period operating ratio was the decrease in our revenue per load along with higher purchased transportation costs, partially offset by lower company driver compensation, both as a percentage of revenue.

Brokerage segment revenue increased $2.5 million, or 6.6%, to $39.9 million in the 2025 period from $37.4 million in the 2024 period, primarily due to an increase in our number of loads.

The operating ratio in the 2025 period improved to 103.0% from 110.6% in the 2024 period.

Impacting the 2025 period operating ratio was a decrease in our depreciation expense, partially offset by higher purchased transportation costs, both as a percentage of revenue, and by the decrease in our revenue per load.

Brokerage segment revenue decreased $632,000, or 1.6%, to $38.8 million in the 2025 period from $39.4 million in the 2024 period, primarily due to a decrease in our revenue per load, partially offset by an increase in our number of loads.

The operating ratio in the 2025 period of 95.9% was up from 92.6% in the 2024 period.

This increase was primarily due to higher insurance and claims costs and an increase in the amounts payable to carriers for transportation services which we arranged as a percentage of our Brokerage revenue.

This increase was primarily due to higher insurance and claims costs and an increase in the amounts payable to carriers for transportation services which we arranged, both 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:

1 unchanged sentence

Operating Revenue

September 30,

(Dollars in thousands)

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Salaries, wages and benefits expense decreased $4.5 million, or 5.4%, in the 2025 period from the 2024 period.

This decrease resulted primarily from reductions in both company driver compensation expense of $5.5 million and employees’ health insurance expense due to lower self-insured medical claims of $1.7 million.

This decrease resulted primarily from a reduction in company driver compensation expense of $4.7 million.

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 $112,000 in total, or 0.3%, in the 2025 period from the 2024 period.

Amounts payable to carriers for transportation services we arranged in our Brokerage segment increased $2.2 million to $33.5 million in the 2025 period from $31.3 million in the 2024 period, primarily due to an increase in our number of loads.

Purchased transportation expense decreased $2.6 million in total, or 5.7%, in the 2025 period from the 2024 period.

Amounts payable to carriers for transportation services we arranged in our Brokerage segment were $33.3 million in each of the 2025 and 2024 periods.

Amounts payable to railroads and drayage carriers for transportation services within our Intermodal segment decreased to $5.9 million in the 2025 period from $8.0 million in the 2024 period, primarily due to a decrease in our number of loads.

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Fuel and fuel taxes decreased by $2.3 million, or 6.3%, in the 2025 period from the 2024 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 $464,000, or 5.3%, to $8.3 million in the 2025 period from $8.7 million in the 2024 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 $36,000, or 0.4%, to $8.8 million in the 2025 period from $8.7 million in the 2024 period.

Fuel surcharges passed through to independent contractors, outside drayage carriers and railroads decreased to $1.7 million from $2.4 million in the 2024 period.

The United States Department of Energy, or DOE, national average cost of fuel decreased to $3.56 per gallon from $3.86 per gallon in the 2024 period.

Despite this price decrease, our net fuel expense was up slightly to 5.1% of Truckload, Dedicated and Intermodal segment revenue, net of fuel surcharges, in the 2025 period, from 5.0% in the 2024 period.

The United States Department of Energy, or DOE, national average cost of fuel increased to $3.76 per gallon from $3.69 per gallon in the 2024 period.

Our net fuel expense was 5.6% of Truckload, Dedicated and Intermodal segment revenue, net of fuel surcharges, in the 2025 period, up from 5.2% in the 2024 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.

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Supplies and maintenance consist of repairs, maintenance, tires, parts, oil and engine fluids, along with load-specific expenses including loading/unloading, tolls, pallets and trailer hostling.

Our supplies and maintenance expense decreased $866,000, or 5.3%, from the 2024 period, primarily due to lower tires, parts, tolls and loading/unloading costs.

Our supplies and maintenance expense decreased $879,000, or 5.3%, from the 2024 period, primarily due to lower tire and outside repair costs.

Depreciation relates to owned tractors, trailers, containers, auxiliary power units, communication units, terminal facilities and other assets.

The $899,000, or 3.2%, decrease in depreciation in the 2025 period was primarily due to a decrease in our average tractor and trailer fleet size, partially offset by higher prices of new equipment.

The $1.9 million, or 7.1%, decrease in depreciation in the 2025 period was primarily due to a decrease in our average tractor, trailer and refrigerated container 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.

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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 $3.3 million, or 26.2%, increase in insurance and claims in the 2025 period was primarily due to increases in our self-insured auto liability claim costs and insurance premiums.

The $2.4 million, or 17.3%, decrease in insurance and claims in the 2025 period was primarily due to decreases in our self-insured costs of physical damage claims related to our revenue equipment, workers’ compensation claims and insurance premiums, partially offset by higher 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 increased to $5.2 million in the 2025 period from $2.5 million in the 2024 period due to increases in the average gain for our tractor and trailer sales and in the number of units sold.

Gain on disposition of revenue equipment increased to $1.9 million in the 2025 period from $881,000 in the 2024 period due to increases in the average gain for our tractor and trailer sales and in the number of units sold.

Future gains or losses on dispositions of revenue equipment will be impacted by the market for used revenue equipment, which is beyond our control.

The $454,000, or 5.6%, decrease in other operating expenses in the 2025 period was primarily due to a decrease in legal costs.

Our operating income declined 35.9% to $2.7 million in the 2025 period from $4.3 million in the 2024 period as a result of the foregoing factors.

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Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, was 98.6% in the 2025 period and 97.9% in the 2024 period.

Our effective income tax rate increased to 29.3% in the 2025 period from 28.2% in the 2024 period primarily due to increases in per diem and other non-deductible expenses as a percentage of projected earnings.

Other non-operating income decreased to $213,000 from $922,000 in the 2024 period due to decreased interest income earned on our cash and cash equivalents.

Our effective income tax rate was 24.6% in the 2025 period and 27.7% in the 2024 period.

The 2025 period includes a discrete tax benefit related to a return-to-provision true-up, resulting from the finalization of the prior year tax returns.

The benefit was partially offset by increases in per diem and other non-deductible expenses as a percentage of projected earnings.

As a result of the factors described above, net income declined 40.7% to $2.2 million, or $0.03 per diluted share, in the 2025 period from $3.8 million, or $0.05 per diluted share, in the 2024 period.

Comparison of Six Months Ended June 30, 2025 to Six Months Ended June 30, 2024

Comparison of Nine Months Ended September 30, 2025 to Nine Months Ended September 30, 2024

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:

September 30,

(Dollars in thousands)

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Fuel surcharge revenue decreased to $80.0 million in the 2025 period from $96.1 million in the 2024 period.

Truckload segment revenue decreased $16.8 million, or 5.1%, to $315.7 million in the 2025 period from $332.5 million in the 2024 period.

Truckload segment revenue, net of fuel surcharges, decreased $11.6 million, or 4.1%, to $272.7 million in the 2025 period from $284.3 million in the 2024 period, primarily due to a decrease in our average fleet size, partially offset by an increase in our average revenue per tractor.

The operating ratio improved to 99.0% in the 2025 period from 99.3% in the 2024 period.

The operating ratio was 100.0% in the 2025 period and 99.6% in the 2024 period.

Impacting the 2025 period operating ratio was higher insurance and claims and depreciation costs, partially offset by lower company driver compensation, all as a percentage of revenue, along with improved average revenue per tractor.

Dedicated segment revenue decreased $30.2 million, or 12.5%, to $212.5 million in the 2025 period from $242.7 million in the 2024 period.

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The operating ratio increased to 93.5% in the 2025 period from 92.2% in the 2024 period.

Impacting the 2025 period operating ratio was higher insurance and claims and depreciation costs, as a percentage of revenue, partially offset by increased gain on disposition of revenue equipment.

Impacting the 2025 period operating ratio was higher insurance and claims costs, as a percentage of revenue, partially offset by increased average revenue per tractor.

Intermodal segment revenue decreased $11.9 million, or 26.1%, to $33.7 million in the 2025 period from $45.5 million in the 2024 period.

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The operating ratio in the 2025 period increased to 105.6% from 105.3% in the 2024 period.

Impacting the 2025 period operating ratio was the decrease in our revenue per load along with higher purchased transportation and depreciation costs, partially offset by lower company driver compensation, all as a percentage of revenue.

Brokerage segment revenue decreased $828,000, or 0.7%, to $111.7 million in the 2025 period from $112.5 million in the 2024 period, primarily due to a decrease in our revenue per load, partially offset by an increase in our number of loads.

The operating ratio in the 2025 period of 94.2% was up from 92.5% in the 2024 period.

This increase was primarily due to higher insurance and claims costs and an increase in the amounts payable to carriers for transportation services which we arranged, both as a percentage of revenue.

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Operating Revenue

September 30,

(Dollars in thousands)

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Salaries, wages and benefits expense decreased $22.4 million, or 8.7%, in the 2025 period from the 2024 period.

This decrease resulted primarily from reductions in company driver compensation expense of $13.0 million, non-driver compensation expense of $1.5 million and employees’ health insurance expense due to lower self-insured medical claims of $2.3 million.

This decrease resulted primarily from reductions in company driver compensation expense of $17.7 million and employees’ health insurance expense due to lower self-insured medical claims of $1.9 million.

Purchased transportation expense decreased $6.8 million in total, or 5.3%, in the 2025 period from the 2024 period.

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Despite this price decrease, our net fuel expense was up slightly to 5.1% of Truckload, Dedicated and Intermodal segment revenue, net of fuel surcharges, in the 2025 period from 4.9% in the 2024 period.

Our supplies and maintenance expense decreased $1.4 million, or 4.4%, from the 2024 period primarily due to lower tires, tolls and loading/unloading costs.

The $2.0 million, or 3.4%, decrease in depreciation in the 2025 period was primarily due to a decrease in our average tractor and trailer fleet size, partially offset by higher prices of new equipment.

Our supplies and maintenance expense decreased $2.3 million, or 4.7%, from the 2024 period primarily due to lower tire, tolls and loading/unloading costs.

The $3.9 million, or 4.6%, decrease in depreciation in the 2025 period was primarily due to a decrease in our average tractor, trailer and refrigerated container fleet size, partially offset by higher prices of new equipment.

The $2.6 million, or 6.9%, increase in insurance and claims in the 2025 period was primarily due to increases in our self-insured auto liability claim costs and insurance premiums, partially offset by lower self-insured costs of physical damage claims related to our revenue equipment and workers’ compensation claims.

Gain on disposition of revenue equipment increased to $8.8 million in the 2025 period from $4.6 million in the 2024 period due to increases in the average gain for our tractor and trailer sales and in the number of units sold.

The $619,000, or 4.0%, increase in other operating expenses in the 2025 period was primarily due to an increase in legal costs.

Our operating income declined 30.8% to $18.3 million in the 2025 period from $26.5 million in the 2024 period as a result of the foregoing factors.

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Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, was 96.9% in the 2025 period and 95.8% in the 2024 period.

Other non-operating income decreased to $998,000 from $2.7 million in the 2024 period due to decreased interest income earned on our cash and cash equivalents.

Our effective income tax rate increased to 28.9% in the 2025 period from 27.2% in the 2024 period primarily due to increases in per diem and other non-deductible expenses as a percentage of projected earnings.

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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.

Ended June 30,

Ended September 30,

(In thousands)

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Net cash flows used for financing activities

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.

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 in August 2020.

In May 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 Securities Exchange Act of 1934, as amended.

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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 six months of 2025, in 2024 or 2023, or in the third or fourth quarters of 2022.

As of June 30, 2025, future repurchases of up to $33.2 million, or approximately 2.2 million shares, were available in the share repurchase program.

In the first six months of 2024, net cash flows provided by operating activities of $81.5 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $44.2 million, to pay cash dividends of $9.8 million and to construct and upgrade regional operating facilities in the amount of $3.3 million, resulting in a $24.0 million increase in cash and cash equivalents.

We have not repurchased any shares since the second quarter of 2022.

As of September 30, 2025, 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.

We estimate that capital expenditures, net of proceeds from dispositions, will be approximately $28 million for the remainder of 2025.

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Additionally, operating lease obligations total $613,000 through 2028.

Quarterly cash dividends of $0.06 per share of common stock were paid in each of the first two quarters of 2025 and 2024 which totaled $9.8 million in each period.

Quarterly cash dividends of $0.06 per share of common stock were paid in each of the first three quarters of 2025 and 2024 which totaled $14.7 million in each period.

We currently expect to continue to pay quarterly cash dividends in the future.

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The credit agreement amends, restates and continues in its entirety our previous credit agreement, as amended.

At June 30, 2025, there was no outstanding principal balance on the facility.

At September 30, 2025, 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 $24.1 million and remaining borrowing availability of $5.9 million.

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This facility bears interest at a variable rate based on the Term SOFR Rate plus applicable margins.

The interest rate for the facility that would apply to outstanding principal balances was 7.5% at June 30, 2025.

The interest rate for the facility that would apply to outstanding principal balances was 7.25% at September 30, 2025.

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 June 30, 2025 and December 31, 2024.

Other than our obligations for revenue equipment 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 June 30, 2025.

We were in compliance with all covenants at September 30, 2025 and December 31, 2024.

Our tractor productivity generally decreases during the winter season because inclement weather impedes operations and some shippers reduce their shipments.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements