mrtn20221231

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

Commission file number 0-15010

MARTEN TRANSPORT, LTD.

(Exact name of registrant as specified in its charter)

Delaware		39-1140809
(State of incorporation)		(I.R.S. Employer Identification no.)

129 Marten Street
Mondovi, Wisconsin	54755	(715) 926-4216
(Address of principal executive offices)	(Zip Code)	(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading symbol:	Name of each exchange on which registered:
COMMON STOCK, PAR VALUE	MRTN	THE NASDAQ STOCK MARKET LLC
$.01 PER SHARE		(NASDAQ GLOBAL SELECT MARKET)

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the Registrant’s executive officers during the relevant recovery period pursuant to Section 240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ☐ No ☒

As of June 30, 2022 (the last business day of the Registrant’s most recently completed second fiscal quarter), the aggregate market value of the Common Stock of the Registrant (based upon the closing price of the Common Stock at that date as reported by the NASDAQ Global Select Market), excluding outstanding shares beneficially owned by directors and executive officers, was $1,051,088,000.

As of February 14, 2023, 81,149,533 shares of Common Stock of the Registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Annual Report on Form 10-K incorporates by reference information (to the extent specific sections are referred to in this Report) from the Registrant’s Proxy Statement for the annual meeting to be held May 2, 2023, or 2023 Proxy Statement.

TABLE OF CONTENTS

Page

PART I

ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	6
ITEM 1B.	UNRESOLVED STAFF COMMENTS	12
ITEM 2.	PROPERTIES	12
ITEM 3.	LEGAL PROCEEDINGS	12
ITEM 4.	MINE SAFETY DISCLOSURES	12
ITEM 4A.	INFORMATION ABOUT OUR EXECUTIVE OFFICERS	13

PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	14
ITEM 6.	[RESERVED]
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	27
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	28
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	50
ITEM 9A.	CONTROLS AND PROCEDURES	50
ITEM 9B.	OTHER INFORMATION	50
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	50

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	51
ITEM 11.	EXECUTIVE COMPENSATION	51
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	51
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	51
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	52

PART IV

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	52
ITEM 16.	FORM 10-K SUMMARY	57
OTHER

Signature Page		58

This Annual Report on Form 10-K contains certain forward-looking statements. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements not of historical fact may be considered forward-looking statements. Written words such as “may” “expect,” “believe,” “anticipate,” “plan,” “goal,” or “estimate,” or other variations of these or similar words, identify such statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially from those expressed in such forward-looking statements. Important factors known to us that could cause such material differences are identified in this Annual Report on Form 10-K under the heading “Risk Factors” beginning on page 6. We undertake no obligation to correct or update any forward-looking statements, whether as a result of new information, future events, or otherwise. You are advised, however, to consult any future disclosures we make on related subjects in future filings with the Securities and Exchange Commission, or SEC.

References in this Annual Report to “we,” “us,” “our,” or the “Company” or similar terms refer to Marten Transport, Ltd. and its consolidated subsidiaries unless the context otherwise requires.

We have strategically transitioned from a refrigerated long-haul carrier to a multifaceted business offering a network of refrigerated and dry truck-based transportation capabilities across our five distinct business platforms – Truckload, Dedicated, Intermodal, Brokerage and MRTN de Mexico. We are one of the leading temperature-sensitive truckload carriers in the United States, specializing in transporting and distributing food and other consumer packaged goods that require a temperature-controlled or insulated environment. In 2022, we generated $1.264 billion in operating revenue. Approximately 58% of our Truckload and Dedicated revenue in 2022 resulted from hauling temperature-sensitive products and 42% from hauling dry freight. We operate throughout the United States and in parts of Mexico and Canada, with our revenue primarily generated from within the United States. We provide regional truckload carrier services in the Southeast, West Coast, Midwest, South Central and Northeast regions. Our primary medium-to-long-haul traffic lanes are between the Midwest and the West Coast, Southwest, Southeast, and the East Coast, as well as from California to the Pacific Northwest. In 2022, our average length of haul was 412 miles.

Our growth strategy is to expand our business organically by offering shippers a high level of service and significant freight capacity. We market primarily to shippers that offer consistent volumes of freight in the lanes we prefer and are willing to compensate us for a high level of service. With our fleet of 3,660 company and independent contractor tractors, we offer service levels that include up to 99% on-time performance and delivery within the narrow time windows often required when shipping perishable commodities.

We have four reporting segments – Truckload, Dedicated, Intermodal and Brokerage. Financial information regarding these segments can be found in Footnote 15 to the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.

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.

Our Intermodal segment transports our customers’ freight within the United States utilizing our refrigerated containers and our temperature-controlled trailers, each on railroad flatcars for portions of trips, with the balance of the trips using our tractors or, to a lesser extent, contracted carriers.

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.

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.

Organized under Wisconsin law in 1970, we are a successor to a sole proprietorship Roger R. Marten founded in 1946. In 1988, we reincorporated under Delaware law. Our executive offices are located at 129 Marten Street, Mondovi, Wisconsin 54755. Our telephone number is (715) 926-4216.

We maintain a website at www.marten.com. We are not including the information contained on our website as a part of, nor incorporating it by reference into, this Annual Report on Form 10-K. We post on our website, free of charge, documents that we file with or furnish to the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and proxy statements, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. We also provide a link on our website to Forms 3, 4 and 5 that our officers, directors and 10% stockholders file with the SEC pursuant to Section 16(a) of the Securities Exchange Act of 1934.

We approach our business as an integrated effort of marketing and operations. We target food and consumer packaged goods companies whose products require temperature-sensitive services and who ship multiple truckloads per week. By emphasizing high-quality service, we seek to become a core carrier for our customers. In 2022, our largest customer was Walmart.

Our marketing efforts are conducted by a staff of 292 sales, customer service and support personnel under the supervision of our senior management team. Marketing personnel travel within their regions to solicit new customers and maintain contact with existing customers. Customer service managers regularly contact customers to solicit additional business on a load-by-load basis.

Our operations and sales personnel strive to improve our asset productivity by seeking freight that allows for rapid turnaround times, minimizes non-revenue miles between loads, and carries a favorable rate structure. Once we have established a customer relationship, customer service managers work closely with our fleet managers to match customer needs with our capacity and the location of revenue equipment. Fleet managers use our optimization system to assign loads to satisfy customer and operational requirements, as well as to meet the routing needs of our drivers. We attempt to route most of our trucks over selected operating lanes, which we believe assists us in meeting customer requirements, balancing traffic, reducing non-revenue miles, and improving the reliability of delivery schedules.

We employ technology in our operations when we believe that it will allow us to operate more efficiently and the investment is cost-justified. Examples of the technologies we employ include:

We believe this integrated approach to our marketing and operations, coupled with our use of technology, has allowed us to provide our customers with a high level of service and support our revenue growth in an efficient manner. For example, we produced a non-revenue mile percentage of 6.4% during 2022, which points to the efficiency of our operations and we believe compares favorably to other temperature-sensitive and dry van trucking companies.

A significant portion of our revenue is generated from our major customers. In 2022, our top 30 customers accounted for approximately 68% of our revenue excluding fuel surcharges, and our top ten customers accounted for 45% of our revenue. We have emphasized increasing our customer diversity which is shown by the decrease in the portion of our revenue with our top customers. In 2010, our top 30 customers accounted for approximately 78% of our revenue. Seven of our top ten customers have been significant customers of ours for the last ten years. We believe we are the largest or second largest temperature-sensitive carrier for five of our top ten customers. We believe our relationships with these key customers are sound, but we are dependent upon them and the loss of some or all of their business could have a materially adverse effect on our results.

As of December 31, 2022, we had 4,575 employees. This total consists of 3,577 drivers, 330 mechanics and maintenance personnel, and 668 support personnel, which includes management and administration. As of that date, we also contracted with 96 independent contractors. None of our employees are represented by a collective bargaining unit. We consider relations with our employees to be good.

We believe our employees are a critical part to the continued success of our operations. Our business model depends on the efforts of our support personnel to efficiently and effectively coordinate transportation services for our customers and on the efforts of our drivers to timely and safely execute the delivery of our customers’ cargo. Competition in the trucking industry for qualified drivers is normally intense and has increased. Our operations have been impacted, and from time-to-time we have experienced under-utilization and increased expense, as a result of a shortage of qualified drivers. As such, we dedicate significant attention to hiring and retaining talented employees to manage, support and execute our operations and place a high priority on the recruitment and retention of an adequate supply of qualified drivers, and on minimizing turnover of our company-employed drivers and independent contractors. As part of those efforts, we are also committed to hiring, developing and supporting a diverse and inclusive workplace.

We believe we provide our employees with compensation and benefits that are competitive with or exceed our industry peers. We primarily pay company-employed drivers a fixed rate per mile. The rate increases based on length of service. We also compensate drivers for all detention time, for inclement weather and for road service delays. Total weekly compensation is also subject to a guaranteed minimum amount. We pay independent contractors a fixed rate per mile. Independent contractors pay for their own fuel, insurance, maintenance, and repairs.

The health and well-being of our employees is paramount to our success. We sponsor a wellness program designed to enhance the well-being of all our employees. The COVID-19 pandemic has also heightened our responsibility of ensuring our employees have a safe work environment and we have implemented numerous efforts to keep our valued employees safe, healthy and informed. We believe that maintaining a healthy, safe and productive professional driver group is essential to providing excellent customer service and achieving profitability. We select drivers, including independent contractors, using our specific guidelines for safety records, including drivers’ Compliance, Safety, Accountability, or CSA, scores, driving experience, and personal evaluations. We maintain stringent screening, training, and testing procedures for our drivers to reduce the potential for accidents and the corresponding costs of insurance and claims. We train new drivers at a number of our terminals in all phases of our policies and operations, as well as in safety techniques and fuel-efficient operation of the equipment. All new drivers also must pass DOT required tests prior to assignment to a vehicle.

Our revenue equipment programs are an important part of our overall goal of profitable growth. We evaluate our equipment decisions based on factors such as initial cost, useful life, warranty terms, expected maintenance costs, fuel economy, driver comfort, customer needs, manufacturer support, and resale value. We generally operate newer, well-maintained equipment with uniform specifications to minimize our spare parts inventory, streamline our maintenance program, and simplify driver training.

As of December 31, 2022, we operated a fleet of 3,660 tractors, including 3,564 company-owned tractors and 96 tractors supplied by independent contractors. The average age of our company-owned tractor fleet at December 31, 2022 was approximately 1.7 years. In 2022, we replaced our company-owned tractors within an average of 3.9 years after purchase.

Kenworth and Freightliner manufacture most of our company-owned tractors. Maintaining a relatively new and standardized fleet allows us to operate most miles while the tractors are under warranty to minimize repair and maintenance costs. It also enhances our ability to attract drivers, increases fuel economy, and improves customer acceptance by minimizing service interruptions caused by breakdowns. We adhere to a comprehensive maintenance program during the life of our equipment. We perform most routine servicing and repairs at our terminal facilities to reduce costly on-road repairs and out-of-route trips. We do not have any agreements with tractor manufacturers pursuant to which they agree to repurchase the tractors or guarantee a residual value, and we therefore could incur losses upon disposition if resale values of used tractors decline.

We historically have contracted with independent contractors to provide and operate a portion of our tractor fleet. Independent contractors own their own tractors and are responsible for all associated expenses, including financing costs, fuel, maintenance, insurance, and taxes. The percentage of our fleet provided by independent contractors was 2.6% at December 31, 2022, 2.9% at December 31, 2021 and 4.3% at December 31, 2020.

As of December 31, 2022, we operated a fleet of 5,753 trailers, consisting of 3,541 refrigerated trailers and 2,212 dry vans. Most of our refrigerated trailers are equipped with Thermo-King refrigeration units, air ride suspensions, and anti-lock brakes. The average age of our trailer fleet at December 31, 2022 was approximately 3.9 years. In 2022, we replaced our company-owned trailers within an average of 6.7 years after purchase.

As of December 31, 2022, we operated a fleet of 802 refrigerated containers for use on railroad flatcars as compared to a fleet of 634 refrigerated containers as of December 31, 2021.

We self-insure for a portion of our claims exposure resulting from workers’ compensation, auto liability, general liability, cargo and property damage claims, as well as employees’ health insurance. We are responsible for our proportionate share of the legal expenses relating to such claims as well. We reserve currently for anticipated losses and expenses. We periodically evaluate and adjust our insurance and claims reserves to reflect our experience. We have $16.1 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 the amounts for which we self-insure up to specified policy limits with licensed insurance carriers. Insurance carriers have significantly raised premiums for trucking companies, which increases our insurance and claims expense, along with other factors. We believe that our policy of self-insuring up to set limits, together with our safety and loss prevention programs, are effective means of managing insurance costs.

Our operations are heavily dependent upon the use of diesel fuel. The price and availability of diesel fuel can vary and are subject to political, economic, and market factors that are beyond our control. Fuel prices fluctuated dramatically and quickly at various times during the last three years. We actively manage our fuel costs by purchasing fuel in bulk in Mondovi, Wisconsin and at a number of our other maintenance facilities throughout the country and have volume purchasing arrangements with national fuel centers that allow our drivers to purchase fuel at a discount while in transit. During 2022, nearly 100% of our fuel purchases were made at these designated locations. To help further reduce fuel consumption, we have equipped our company-owned tractors with auxiliary power units since 2007. These units reduce fuel consumption by providing quiet climate control and electrical power for our drivers without idling the tractor engine. We have also invested in satellite tracking equipment for the temperature-control units on our trailers that has improved fuel usage through management of required temperature settings and run time of the units.

We further manage our exposure to changes in fuel prices through fuel surcharge programs with our customers and other measures that we have implemented. We have historically been able to pass through a significant portion of long-term increases in fuel prices and related taxes to customers in the form of fuel surcharges. These fuel surcharges, which adjust with the cost of fuel, enable us to recover a substantial portion of the higher cost of fuel as prices increase, except for non-revenue miles, out-of-route miles or fuel used while the tractor is idling. As of December 31, 2022, we had no derivative financial instruments to reduce our exposure to fuel price fluctuations.

We are one of the leading carriers operating in the temperature-sensitive segment of the truckload market, and our dry freight services are expanding. These markets are highly competitive, and we compete with many other truckload carriers of varying sizes and, to a lesser extent, with less-than-truckload carriers, railroads, and other transportation companies, many of which have more equipment, a wider range of services, and greater capital resources than we do or have other competitive advantages. We also compete with other motor carriers for the services of drivers, independent contractors, and management employees. We believe that the principal competitive factors in our business are service, freight rates, capacity, use of technology and financial stability, which positions us well to compete in these segments.

The DOT and various state and local agencies exercise broad powers over our business, generally governing such activities as authorization to engage in motor carrier operations, safety and insurance requirements. Our company drivers and independent contractors also must comply with the safety and fitness regulations promulgated by the DOT, including those relating to drug and alcohol testing, medical and continuous training qualification and hours-of-service.

The DOT, through the Federal Motor Carrier Safety Administration, or FMCSA, imposes safety and fitness regulations on us and our drivers. In December 2010, the FMCSA introduced the Compliance, Safety, Accountability, or CSA, system to measure and evaluate the on-road safety performance of commercial carriers and individual drivers. CSA’s Motor Carrier Safety Measurement System replaced the former SafeStat system and has removed a number of drivers from the industry as carriers are less willing to hire and retain drivers with marginal ratings, which has increased competition for qualified drivers.

The FMCSA issued final revisions to the hours-of-service requirements for drivers in September 2020. The revisions allow drivers more flexibility with their 30-minute rest breaks and with dividing their time in the sleeper berth. Additionally, the new regulations increase by two hours the duty time for drivers encountering adverse weather and expand the short haul exemption radius from 100 to 150 miles.

In January 2011, the FMCSA issued a regulatory proposal requiring commercial carriers to track compliance with hours-of-service regulations using electronic logging devices, or ELD’s, which was vacated and sent back to the FMCSA for further analysis and review in September 2011 by the 7^th U.S. Circuit Court of Appeals. The Moving Ahead for Progress in the 21^st Century Act, or MAP-21 Act, included a provision directing the FMCSA to develop a final ELD rule in 2013, which was delayed until its issuance in December 2015. The final rule required compliance beginning in December 2017 which was strictly enforced beginning in April 2018. Carriers using automatic on-board recording devices, or AOBRD’s, which were installed and in use prior to December 2017 were allowed until December 2019 to convert to ELD’s. Our entire fleet has been equipped with AOBRD’s since early 2011 and converted to ELD’s prior to December 2019.

The FMCSA has established a Commercial Driver’s License Drug and Alcohol Clearinghouse, which is a database of drivers who have violations including failed or refused drug and alcohol tests. Beginning in January 2020, all carriers are required to run queries in the clearinghouse for all prospective drivers and annually for all drivers currently employed. All testing violations must also be reported to the clearinghouse. Also effective in January 2020, all carriers must perform random drug tests at a rate of at least 50% of the average number of driver positions. The rate was at least 25% previously. We have been testing at a rate in excess of 50%, including when the requirement was at least 25%, and tested 55% in each of 2020 and 2021 and 57% in 2022. The impact of the clearinghouse has been significant, with a total of approximately 120,000 drivers removed from the trucking industry in 2020 through 2022.

In September 2020, the United States Department of Health and Human Services proposed mandatory guidelines for federal workplace drug testing programs using hair follicles, which is a more strenuous test than current requirements.

We are also subject to various environmental laws and regulations dealing with the handling of hazardous materials, fuel storage tanks, air emissions from our facilities, engine idling, and discharge and retention of storm water. These regulations did not have a significant impact on our operations or financial results in 2020 through 2022.

The following factors are important and should be considered carefully in connection with any evaluation of our business, financial condition, results of operations, prospects, or an investment in our common stock. The risks and uncertainties described below are those that we currently believe may materially affect our company or our financial results. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations or affect our financial results.

Our business is subject to general economic and business factors that are largely beyond our control, any of which could have a materially adverse effect on our operating results. Our business is dependent on a number of general economic and business factors that may have a materially adverse effect on our results of operations, many of which are beyond our control. These factors include excess capacity in the trucking industry, strikes or other work stoppages, and significant increases or fluctuations in interest rates, fuel taxes, fuel prices, and license and registration fees. We are affected by recessionary economic cycles and downturns in customers’ business cycles, particularly in market segments and industries where we have a significant concentration of customers. Economic conditions may adversely affect our customers and their ability to pay for our services.

It is not possible to predict the effects of actual or threatened armed conflicts or terrorist attacks, efforts to combat terrorism, military action against any foreign state, heightened security requirements, or other related events and the subsequent effects on the economy or on consumer confidence in the United States, or the impact, if any, on our future results of operations.

We operate in a highly competitive and fragmented industry, and numerous competitive factors could impair our ability to maintain our current profitability. We compete with many other truckload carriers that provide temperature-sensitive service and dry freight of varying sizes and, to a lesser extent, with less-than-truckload carriers, railroads and other transportation companies, many of which have more equipment, a wider range of services and greater capital resources than we do or have other competitive advantages. Many of our competitors periodically reduce their freight rates to gain business, especially during times of reduced growth rates in the economy, which may limit our ability to maintain or increase freight rates or maintain significant growth in our business. In addition, many customers reduce the number of carriers they use by selecting so-called “core carriers” as approved service providers or conduct bids from multiple carriers for their shipping needs, and in some instances, we may not be selected as a core carrier or to provide service under such bids.

In addition, the trend toward consolidation in the trucking industry may create other large carriers with greater financial resources and other competitive advantages relating to their size. Competition from freight logistics and brokerage companies may negatively impact our customer relationships and freight rates. Furthermore, economies of scale that may be passed on to smaller carriers by procurement aggregation providers may improve such carriers’ ability to compete with us.

If the growth in our regional operations declines, or if we expand into a market with insufficient economic activity, our results of operations could be adversely affected. We operate regional service centers which are located in a number of cities within the United States. In order to support future growth, these regional operations require the commitment of additional capital, revenue equipment and facilities along with qualified management, drivers and other personnel. Should the growth in our regional operations decline, the results of our operations could be adversely affected. It may become more difficult to identify additional cities that can support service centers, and we may expand into cities where there is insufficient economic activity, reduced capacity for growth or less driver and non-driver personnel to support our operations. We may encounter operating conditions in these new markets that materially differ from our current operations and customer relationships may be difficult to obtain at appropriate freight rates. Also, we may not be able to apply our regional operating strategy successfully in additional cities, and it might take longer than expected or require a more substantial financial commitment than anticipated to establish our operations in the additional cities.

Lack of capacity, changes in equipment requirements and service instability in the railroad industry could increase our operating costs and reduce our ability to offer intermodal services, which could adversely affect our revenue, results of operations, and customer relationships. Our Intermodal segment is dependent on railroad services and their capacity to transport freight for our customers. We expect our dependence on railroads will continue to increase as we expand our Intermodal services. We compete for the availability of railroad services with other intermodal operators as well as certain industries reliant on the use of rail cars, such as oil and agricultural, whose consumption of railroad capacity has significantly fluctuated over the past several years. In most markets, rail service is limited to a few railroads or even a single railroad. Any capacity constraints, changes in equipment requirements, threatened or actual rail worker strikes, service problems or reduction in service by the railroads with which we have, or in the future may have, relationships is likely to increase the cost of the rail-based services we provide and reduce the reliability, timeliness, and overall attractiveness of our rail-based services, which could adversely affect our revenue, results of operations and customer relationships. Furthermore, railroads are relatively free to adjust shipping rates up or down as market conditions permit. Price increases could result in higher costs to our customers and reduce or eliminate our ability to offer Intermodal services. In addition, we cannot assure you that we will be able to negotiate additional contracts with railroads to expand our capacity, add additional routes, or obtain multiple providers, which could limit our ability to provide this service.

Increased prices and restricted availability of new revenue equipment could cause our financial condition, results of operations and cash flows to suffer. We have experienced higher prices for new tractors and trailers over the past few years, primarily as a result of higher commodity prices and government regulations applicable to newly manufactured tractors and trailers. We expect to continue to pay increased prices for revenue equipment for the foreseeable future. Our business could be harmed if we are unable to continue to obtain an adequate supply of new tractors and trailers or if we are required to pay increased prices for new revenue equipment.

We derive a significant portion of our revenue from our major customers, the loss of one or more of which could have a materially adverse effect on our business. A significant portion of our revenue is generated from our major customers. For 2022 our top 30 customers, based on revenue excluding fuel surcharges, accounted for approximately 68% of our revenue; our top ten customers accounted for approximately 45% of our revenue; our top five customers accounted for approximately 36% of our revenue; our top two customers accounted for approximately 28% of our revenue; and our largest customer accounted for approximately 21% of our revenue. Generally, other than for our Dedicated operations, we enter into one-year contracts with our major customers, the majority of which do not contain any firm obligations to ship with us. We cannot ensure that, upon expiration of existing contracts, these customers will continue to use our services or that, if they do, they will continue at the same levels. Many of our customers periodically solicit bids from multiple carriers for their shipping needs, and this process may depress freight rates or result in loss of business to our competitors. Some of our customers also operate their own private trucking fleets, and they may decide to transport more of their own freight. A reduction in or termination of our services by one or more of our major customers could have a materially adverse effect on our business and operating results.

Ongoing insurance and claims expenses could significantly affect our earnings. Our future insurance and claims expense might exceed historical levels, which could reduce our earnings. We self-insure for a portion of our claims exposure resulting from workers’ compensation, auto liability, general liability, cargo and property damage claims, as well as employees’ health insurance. We also are responsible for our legal expenses relating to such claims. We reserve currently for anticipated losses and expenses. We periodically evaluate and adjust our claims reserves to reflect our experience. However, ultimate results may differ from our estimates, which could result in losses over our reserved amounts.

We maintain insurance above the amounts for which we self-insure with licensed insurance carriers. Although we believe the aggregate insurance limits should be sufficient to cover reasonably expected claims, it is possible that one or more claims could exceed our aggregate coverage limits. Insurance carriers have significantly raised premiums for trucking companies. As a result, our insurance and claims expense has increased. If these expenses increase, or if we experience a claim in excess of our coverage limits, or we experience a claim for which coverage is not provided, results of our operations and financial condition could be materially and adversely affected.

If demand declines for our used revenue equipment, it could result in decreased equipment sales, resale values, and gains on sales of assets. The market for used revenue equipment is subject to a number of factors, including fluctuations in demand and prices. We do not have any agreements with tractor manufacturers pursuant to which they agree to repurchase our tractors or guarantee a residual value. As such, we are sensitive to changes in used equipment prices and demand, especially with respect to tractors. Reduced demand for used equipment could result in a lower volume of sales or lower sales prices, either of which could negatively affect our gains on sales of assets.

We depend on the stability, availability and security of the technology related to our management information and communication systems, which are subject to certain cyber risks and other events beyond our control. We depend upon our management information and communication systems for the efficient operation of our business. Our systems are used for receiving, planning and optimizing loads, communicating with and monitoring our drivers, tractors and trailers, billing customers and financial reporting. In addition, some of our key software has been developed internally by our programmers or by adapting purchased software to our needs and this software may not be easily modified or integrated with other software and systems. Our operations are potentially vulnerable to interruption by natural disasters, power loss, telecommunications failure, terrorist attacks, internet failures, computer viruses, malware, hacking, and other events beyond our control. Although we have taken steps to prevent and mitigate service interruptions and data security threats, the operational and security risks associated with information technology systems have increased in recent years because of the complexity of the systems and the sophistication and increasing volume of cyberattacks. We have been subject to cyberattacks, which have yet to have a material impact on our business or results of operations, but this might not always be the case in the future. For example, as previously reported, in October 2021, we detected a cyberattack that accessed and encrypted files utilized by us in the provision of our business. The incident did not have a material impact on our business, operations or financial results. Nonetheless, certain employee data was at risk during the event. Our business could be materially and adversely affected if our management information and communication systems are materially compromised or disrupted by a failure or security breach or if we are unable to improve, upgrade, integrate or expand our systems as we continue to execute our growth strategy. In addition, there has also been heightened regulatory focus on data protection, and failure to comply with applicable data protection regulations or other data protection standards may expose us to litigation, fines, sanctions or other penalties, which could harm our reputation and adversely impact our business, results of operations and financial condition.

Fluctuations in the price or availability of fuel may increase our cost of operation, which could materially and adversely affect our profitability. We require large amounts of diesel fuel to operate our tractors and to power the temperature-control units on our trailers. Fuel is one of our largest operating expenses. Fuel prices tend to fluctuate, and prices and availability of all petroleum products are subject to political, economic and market factors that are beyond our control. We depend primarily on fuel surcharges, auxiliary power units for our tractors, satellite tracking equipment for the temperature-control units on our trailers, volume purchasing arrangements with truck stop chains and bulk purchases of fuel at our terminals to control and recover our fuel expenses. There can be no assurance that we will be able to collect fuel surcharges, enter into volume purchase agreements, or execute successful hedges in the future. Additionally, we may encounter decreases in productivity that may offset or eliminate savings from auxiliary power units or satellite tracking equipment, or we may incur unexpected maintenance or other costs associated with such units. The absence of meaningful fuel price protection through these measures, fluctuations in fuel prices, or a shortage of diesel fuel, could materially and adversely affect our results of operations.

We may be adversely affected by the physical effects of climate change as well as legal, regulatory, or market responses to climate change concerns. Risks associated with climate change are subject to increasing societal, regulatory and political focus. Shifts in weather patterns caused by climate change may lead to an increase in the frequency, severity or duration of certain adverse weather conditions and natural disasters, such as hurricanes, tornadoes, earthquakes, wildfires, droughts, extreme temperatures or flooding, which could cause more significant business interruptions, damage to our revenue equipment and facilities, reduced workforce availability, increased costs, increased liabilities, and decreased revenue than what we have experienced in the past from such events. In addition, increased public and political concern over climate change could result in new legal or regulatory requirements designed to mitigate the effects of climate change and greenhouse gas emissions such as carbon dioxide, a by-product of burning fossil fuels such as those used in our tractors and in the refrigeration units on our trailers and containers, which could include the adoption of more stringent environmental laws and regulations or stricter enforcement of existing laws and regulations. Due to such increased concerns, there could be an increase in regulation from federal, state and local governments related to our carbon footprint, including with respect to vehicle engine emissions. This increase in regulation could result in increased direct costs, such as taxes, fees, fuel, or capital costs, or changes to our operations in order to comply. There is also a focus from regulators and our customers on sustainability issues. This focus may result in new legislation or customer requirements, such as limits on vehicle weight and size or energy source. Costs associated with future climate change concerns or environmental laws and regulations and sustainability requirements could have a material adverse effect on our operations and operating results.

Seasonality and the impact of weather can affect our profitability. 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 and more equipment repairs. We can also suffer short-term impacts from weather-related events such as hurricanes, blizzards, ice-storms, and floods that could harm our results or make our results more volatile.

An increase in the severity of the COVID-19 pandemic could negatively impact our business and results of operations. Our business may face risks should an increase in the severity of the COVID-19 pandemic occur. The future impact of the pandemic continues to be an unknown. Although transportation services have been generally considered essential services and the overall demand for our services has continued throughout the pandemic, we did experience significant changes in demand from certain customers in certain freight lanes earlier in the pandemic. We are unable to predict if overall demand for our services will continue at current levels or decrease should an increase in the severity of the pandemic occur. We continue to monitor the pandemic’s impact on the health and safety of our employees, but any widespread outbreak among our employees due to an increase in the severity of the pandemic may negatively impact our business. Earlier in the pandemic, some of our customers encountered significant disruptions to their business. An increase in the severity of the pandemic could cause a similar impact for our customers, which could cause a greater risk for collection of amounts owed, potentially requiring us to increase our allowance for credit losses. The extent to which the pandemic impacts our business and operating results will depend on future developments, which are highly uncertain and cannot be predicted.

We have significant ongoing capital requirements that could harm our financial condition, results of operations and cash flows if we are unable to generate sufficient cash from our operations. The truckload industry is capital intensive, and our policy of operating newer equipment requires us to expend significant amounts annually. If we elect to expand our fleet in future periods, our capital needs would increase. We expect to pay for projected capital expenditures with cash flows from operations and borrowings under our revolving credit facility. Significant increases or fluctuations in interest rates could have a materially adverse effect on such borrowings and our operating results. If we are unable to generate sufficient cash from operations and obtain financing on favorable terms in the future, we may have to limit our growth, enter into less favorable financing arrangements, or operate our revenue equipment for longer periods, any of which could have a materially adverse effect on our profitability.

Instability of the credit markets and the resulting effects on the economy could have a material adverse effect on our operating results. If the credit markets and the economy weaken, our business, financial results, and results of operations could be materially and adversely affected, especially if consumer confidence declines and domestic spending decreases. We may need to incur indebtedness, which may include drawing on our credit facility, or issue debt securities in the future to fund working capital requirements, make investments, or for general corporate purposes. Additionally, stresses in the credit market causes uncertainty in the equity markets, which may result in volatility of the market price for our securities.

We operate in a highly regulated industry and increased costs of compliance with, or liability for violation of, existing or future regulations could have a materially adverse effect on our business. The DOT and various state and local agencies exercise broad powers over our business, generally governing such activities as authorization to engage in motor carrier operations, safety and insurance requirements. Our company drivers and independent contractors also must comply with the safety and fitness regulations promulgated by the DOT, including those relating to drug and alcohol testing, medical and continuous training qualification and hours-of-service. We also may become subject to new or more restrictive regulations relating to fuel emissions, ergonomics, or other matters affecting safety or operating methods. Other agencies, such as the United States Environmental Protection Agency, or EPA, and the United States Department of Homeland Security, or DHS, also regulate our equipment, operations, and drivers. Future laws and regulations may be more stringent and require changes in our operating practices, influence the demand for transportation services, or require us to incur significant additional costs. Higher costs incurred by us or by our suppliers who pass the costs onto us through higher prices could adversely affect our results of operations.

From time to time, various federal, state, or local taxes are increased, including taxes on fuels. We cannot predict whether, or in what form, any such increase applicable to us will be enacted, but such an increase could adversely affect our profitability.

Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties. We are subject to various environmental laws and regulations dealing with the handling of hazardous materials, fuel storage tanks, air emissions from our vehicles and facilities, engine idling, and discharge and retention of storm water. We operate in industrial areas, where truck terminals and other industrial activities are located, and where groundwater or other forms of environmental contamination have occurred. Our operations involve the risks of fuel spillage or seepage, environmental damage, and hazardous waste disposal, among others. Although we have instituted programs to monitor and control environmental risks and promote compliance with applicable environmental laws and regulations, if we are involved in a spill or other accident involving hazardous substances or if we are found to be in violation of applicable laws or regulations, we could be subject to liabilities, including substantial fines or penalties or civil and criminal liability, any of which could have a materially adverse effect on our business and operating results.

Our business is subject to the risk of litigation, which may adversely affect our business and operating results. We are subject to litigation resulting from trucking accidents. These lawsuits have resulted, and may result in the future, in the payment of substantial settlements or damages and could impact our insurance costs. Additionally, 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 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.

Increases in compensation or difficulty in attracting drivers could affect our profitability and ability to grow. The transportation industry has historically experienced substantial difficulty in attracting and retaining qualified drivers, including independent contractors. With the current increased competition for drivers, including the impact that regulatory changes have had on the number of drivers in the transportation industry, we could experience greater difficulty in attracting sufficient numbers of qualified drivers. In addition, the available pool of independent contractor drivers is smaller than it has been historically. Accordingly, we may face difficulty in attracting and retaining drivers for all of our current tractors and for those we may add. Additionally, we may face difficulty in increasing the number of our independent contractor drivers. In addition, our industry suffers from high turnover rates of drivers. Our turnover rate requires us to recruit a substantial number of drivers. Moreover, our turnover rate could increase. If we are unable to continue to attract drivers and contract with independent contractors, we could be required to continue adjusting our driver compensation package or let trucks sit idle. An increase in our expenses or in the number of tractors without drivers could materially and adversely affect our growth and profitability.

If we are unable to retain our executive officers and key management employees, our business, financial condition and results of operations could be adversely affected. We are highly dependent upon the services of our executive officers and key management employees, including our Chief Executive Officer. Currently, we do not have employment agreements with these employees and the loss of their services for any reason could have a materially adverse effect on our operations and future profitability. We have entered into agreements with our executive officers that require us to provide compensation to them in the event of termination of their employment without cause in connection with or within a certain period of time after a “change in control” of our Company. In addition, we must continue to develop and retain a core group of managers if we are to realize our goal of expanding our operations and continuing our growth. While our Board regularly engages in succession planning for our Chief Executive Officer and executive leadership team, there is no guarantee that a candidate or plan will be successful. Although we strive to reduce the potential negative impact of any such changes, the loss of any executive officers or key management employees could result in disruptions to our operations. In addition, hiring, training, and successfully integrating replacement personnel, whether internal or external, could be time consuming, may cause additional disruptions to our operations, and may be unsuccessful, which could negatively impact our business, financial condition and results of operations.

Our executive offices and principal terminal are located on approximately seven acres in Mondovi, Wisconsin. This facility consists of 39,000 square feet of office space and 21,000 square feet of equipment repair and maintenance space. We added additional equipment repair and maintenance facilities in 2007 and in 2009 in Mondovi, Wisconsin which consist of 15,000 square feet of space located on approximately 11 acres and 50,000 square feet of space located on approximately three acres, respectively. We operate facilities in or near the following cities at which we primarily perform operations and maintenance activities:

Our Truckload, Dedicated and Brokerage segments operate out of a majority of our facilities while our Intermodal segment operates out of a small number of our locations. We believe the nature, size and location of our properties are suitable and adequate for our current business needs.

We are involved in ordinary routine litigation incidental to our operations. These lawsuits primarily involve claims for workers’ compensation, personal injury, or property damage incurred in the transportation of freight.

Our executive officers, with their ages and the offices held as of February 14, 2023, are as follows:

Randolph L. Marten has been a full-time employee of ours since 1974. Mr. Marten has been a Director since October 1980 and our Executive Chairman of the Board since May 2021. Mr. Marten also served as our Chairman of the Board from August 1993 to May 2021, our Chief Executive Officer from January 2005 to May 2021, our President from June 1986 to June 2008, our Chief Operating Officer from June 1986 to August 1998 and as a Vice President from October 1980 to June 1986.

Timothy M. Kohl has been our Chief Executive Officer since May 2021. Mr. Kohl also served as our President from June 2008 to August 2021 after joining the company in November 2007. Mr. Kohl served as Knight Transportation Inc.’s President from 2004 to 2007 and as its Secretary from 2000 to 2007. Mr. Kohl served as a director on Knight’s Board of Directors from 2001 to 2006, and he served as its Chief Financial Officer from 2000 to 2004. Mr. Kohl also served as Knight’s Vice President of Human Resources from 1996 to 1999. From 1999 to 2000, Mr. Kohl served as Vice President of Knight’s southeast region. Prior to his employment with Knight, Mr. Kohl was employed by Burlington Motor Carriers as a Vice President. Prior to his employment with Burlington Motor Carriers, Mr. Kohl served as a Vice President for J.B. Hunt.

Douglas P. Petit has been our President since August 2021. Mr. Petit also served as our Chief Operating Officer from August 2019 to August 2021, our Senior Vice President of Operations from January 2014 to August 2019 and our Vice President of Operations from December 2011 to January 2014. Mr. Petit advanced through various professional capacities in our operations area from June 1992 to December 2011 and from February 1990 to June 1991. From June 1991 to June 1992 Mr. Petit served as a fleet manager for Transport America, Inc.

James J. Hinnendael has been our Executive Vice President since May 2015 and our Chief Financial Officer since January 2006 and served as our Controller from January 1992 to December 2005. Mr. Hinnendael served in various professional capacities with Ernst & Young LLP, a public accounting firm, from January 1987 to December 1991. Mr. Hinnendael is a certified public accountant.

Our common stock is listed on the NASDAQ Global Select Market under the symbol “MRTN.” On February 14, 2023, we had 161 record stockholders and approximately 20,114 beneficial stockholders of our common stock. On August 13, 2020, we effected a three-for-two stock split of our common stock, $.01 par value, in the form of a 50% stock dividend. The following cash dividends and share amounts have been adjusted to give retroactive effect to the stock split for all periods presented.

In 2010, we announced a regular cash dividend program to our stockholders, subject to approval each quarter. A quarterly cash dividend of $0.06 per share of common stock was paid in each quarter of 2022 which totaled $19.6 million. We paid cash dividends totaling $54.7 million in 2021 which consisted of a special dividend of $0.50 per share of common stock in October, along with quarterly cash dividends of $0.04 per share of common stock in March, June, October and December. We paid cash dividends totaling $52.4 million in 2020 which consisted of a special dividend of $0.50 per share of common stock in December, along with quarterly cash dividends of $0.04 per share of common stock in the third and fourth quarters and of $0.027 per share of common stock in the first and second quarters. 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.

Our credit agreement effective in August 2022 prohibits us from paying, in any fiscal year, stock redemptions and dividends in excess of $150 million. Our previous credit agreement prohibited us from making such payments in excess of 25% of our net income from the prior fiscal year. Waivers allowing stock redemptions and dividends in excess of the 25% limitation in total amounts of up to $80 million in each of 2022 and 2021 were obtained from the lender in March 2022 and August 2021, respectively. A similar waiver of up to $60 million in 2020 was obtained from the lender in November 2020. The current and previous credit agreements also contain restrictive covenants which, among other matters, require us to maintain compliance with cash flow leverage and fixed charge coverage ratios. We were in compliance with all covenants at December 31, 2022 and December 31, 2021.

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

We repurchased and retired 1.3 million shares of common stock for $25.0 million in the first quarter of 2022, and 963,000 shares of common stock for $16.8 million in the second quarter of 2022. We did not repurchase any shares in the third or fourth quarters of 2022 or in 2021. We repurchased and retired 53,064 shares of common stock for $597,000 in the first quarter of 2020. As of December 31, 2022, future repurchases of up to $33.2 million, or approximately 2.2 million shares, were available in the share repurchase program.

The graph below compares the cumulative total stockholder return on our common stock with the NASDAQ Market index and the SIC code 4213 (trucking, except local) line-of-business index for the last five years. Research Data Group, Inc. prepared the line-of-business index. The graph assumes $100 is invested in our common stock, the NASDAQ Stock Market index and the line-of-business index on December 31, 2017, with reinvestment of dividends. The comparisons in the graph below are based on historical data and are not intended to forecast the possible future performance of our common stock. The information in the graph below shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.

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 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 under the heading “Risk Factors” beginning on page 6. We do not assume, and specifically disclaim, any obligation to update any forward-looking statement contained in this report.

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

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 increased $290.2 million, or 29.8%, in 2022 from 2021. Our operating revenue, net of fuel surcharges, increased $197.5 million, or 23.1%, compared with 2021. Truckload segment revenue, net of fuel surcharges, increased 18.8% from 2021, primarily due to an increase in our average revenue per tractor. Dedicated segment revenue, net of fuel surcharges, increased 21.7% from 2021, primarily due to an increase in our average revenue per tractor. Intermodal segment revenue, net of fuel surcharges, increased 14.8% from 2021, primarily due to an increase in revenue per load. Brokerage segment revenue increased 40.8%, primarily due to an increase in the number of loads in 2022. Fuel surcharge revenue increased to $210.4 million in 2022 from $117.7 million in 2021, primarily due to higher fuel costs.

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 statements of operations.

Our operating income improved 28.3% to $143.3 million in 2022 from $111.7 million in 2021. Our operating expenses as a percentage of operating revenue, or “operating ratio,” was 88.7% in 2022 and 88.5% in 2021. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 86.4% in 2022 from 87.0% in 2021. Our net income improved 29.2% to $110.4 million, or $1.35 per diluted share, in 2022 from $85.4 million, or $1.02 per diluted share, in 2021.

Our business requires substantial, ongoing capital investments, particularly for new tractors and trailers. At December 31, 2022, we had $80.6 million of cash and cash equivalents, $703.9 million in stockholders’ equity and no long-term debt outstanding. In 2022, net cash flows provided by operating activities of $219.5 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $120.9 million, to repurchase and retire 2.3 million shares of our common stock for $41.8 million, to pay cash dividends of $19.6 million, and to construct and upgrade regional operating facilities in the amount of $11.2 million, resulting in a $23.6 million increase in cash and cash equivalents. We estimate that capital expenditures, net of proceeds from dispositions, will be approximately $225 million in 2023. A quarterly cash dividend of $0.06 per share of common stock was paid in each quarter of 2022 which totaled $19.6 million. We believe our sources of liquidity are adequate to meet our current and anticipated needs for at least the next twelve months. Based upon anticipated cash flows, existing cash and cash equivalents balances, current borrowing availability and other sources of financing we expect to be available to us, we do not anticipate any significant liquidity constraints in the foreseeable future.

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

On August 13, 2020, we effected a three-for-two stock split of our common stock, $.01 par value, in the form of a 50% stock dividend. Our consolidated financial statements, related notes, and other financial data contained in this report have been adjusted to give retroactive effect to the stock split for all periods presented.

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

Comparison of Year Ended December 31, 2022 to Year Ended December 31, 2021

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

Our operating revenue increased $290.2 million, or 29.8%, to $1.264 billion in 2022 from $973.6 million in 2021. Our operating revenue, net of fuel surcharges, increased $197.5 million, or 23.1%, to $1.053 billion in 2022 from $855.9 million in 2021. This increase in 2022 was due to a $65.2 million increase in Truckload revenue, net of fuel surcharges, a $60.1 million increase in Dedicated revenue, net of fuel surcharges, a $59.3 million increase in Brokerage revenue, and a $13.0 million increase in Intermodal revenue, net of fuel surcharges. Fuel surcharge revenue increased to $210.4 million in 2022 from $117.7 million in 2021 primarily due to higher fuel costs.

Truckload segment revenue increased $103.8 million, or 26.2%, to $500.5 million in 2022 from $396.7 million in 2021. Truckload segment revenue, net of fuel surcharges, increased $65.2 million, or 18.8%, to $411.4 million in 2022 from $346.3 million in 2021 primarily due to an increase in our average revenue per tractor. The operating ratio increased to 88.1% in 2022 from 87.1% in 2021. Impacting the 2022 operating ratio were higher company driver compensation, driver recruitment and retention and fuel costs, partially offset by an increase in our average revenue per tractor due to increased rates with our customers.

Dedicated segment revenue increased $99.7 million, or 30.2%, to $429.1 million in 2022 from $329.4 million in 2021. Dedicated segment revenue, net of fuel surcharges, increased 21.7% primarily due to an increase in our average revenue per tractor. The operating ratio in 2022 was positively impacted by an increase in our average revenue per tractor due to increased rates with our customers and reduced depreciation expense as a percentage of revenue, partially offset by higher company driver compensation costs.

Intermodal segment revenue increased $27.5 million, or 26.9%, to $129.8 million in 2022 from $102.2 million in 2021. Intermodal segment revenue, net of fuel surcharges, increased 14.8% from 2021 primarily due to an increase in revenue per load. The operating ratio in 2022 was negatively impacted by higher company driver compensation, chassis rental and amounts payable to railroads as a percentage of our revenue, partially offset by increased rates with our customers.

Brokerage segment revenue increased $59.3 million, or 40.8%, to $204.6 million in 2022 from $145.3 million in 2021 primarily due to an increase in the number of loads. The improvement in the operating ratio in 2022 was primarily due to increased rates with our customers.

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

Salaries, wages and benefits consist of compensation for our employees, including both driver and non-driver employees, employees’ health insurance, 401(k) plan contributions and other fringe benefits. These expenses vary depending upon the size of our Truckload, Dedicated and Intermodal tractor fleets, the ratio of company drivers to independent contractors, our efficiency, our experience with employees’ health insurance claims, changes in health care premiums and other factors. Salaries, wages and benefits expense increased $72.3 million, or 22.8%, in 2022 from 2021. This increase resulted primarily from additional company driver compensation expense of $53.8 million, a $7.1 million increase in non-driver compensation expense, a $3.8 million increase in employees’ health insurance expense as a result of higher self-insured medical claims and a $2.5 million increase in bonus compensation expense for our non-driver employees.

Purchased transportation consists of amounts payable to railroads and carriers for transportation services we arrange in connection with Brokerage and Intermodal operations and to independent contractor providers of revenue equipment. This category will vary depending upon the amount and rates, including fuel surcharges, we pay to third-party railroad and motor carriers, the ratio of company drivers versus independent contractors and the amount of fuel surcharges passed through to independent contractors. Purchased transportation expense increased $56.6 million in total, or 29.3%, in 2022 from 2021. Amounts payable to carriers for transportation services we arranged in our Brokerage segment increased $49.0 million to $170.1 million in 2022 from $121.1 million in 2021, primarily due to an increase in the cost per load within the tight freight market and growth in load volume. Amounts payable to railroads and drayage carriers for transportation services within our Intermodal segment increased $9.5 million to $65.3 million in 2022 from $55.8 million in 2021 due to higher fuel surcharges paid to the railroads. The portion of purchased transportation expense related to independent contractors within our Truckload and Dedicated segments, including fuel surcharges, decreased $1.9 million in 2022. We expect our purchased transportation expense to increase as we grow our Intermodal and Brokerage segments.

Fuel and fuel taxes increased by $87.3 million, or 66.5%, in 2022 from 2021. 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 $5.0 million, or 18.5%, to $31.9 million in 2022 from $26.9 million in 2021. Fuel surcharges passed through to independent contractors, outside drayage carriers and railroads increased to $23.8 million from $13.3 million in 2021. The United States Department of Energy, or DOE, national average cost of fuel increased to $4.99 per gallon from $3.29 per gallon in 2021. Despite this increase, our net fuel expense was 3.8% of Truckload, Dedicated and Intermodal segment revenue, net of fuel surcharges, in both 2022 and 2021. We have worked diligently to control fuel usage and costs by improving our volume purchasing arrangements and optimizing our drivers’ fuel purchases with national fuel centers, focusing on shorter lengths of haul, installing and tightly managing the use of auxiliary power units in our tractors to minimize engine idling and improving fuel usage in the temperature-control units on our trailers. Auxiliary power units, which we have installed in our company-owned tractors, provide climate control and electrical power for our drivers without idling the tractor engine.

Supplies and maintenance consist of repairs, maintenance, tires, parts, oil and engine fluids, along with load-specific expenses including loading/unloading, tolls, pallets and trailer hostling. Our supplies and maintenance expense increased $10.2 million, or 22.5%, from 2021, primarily due to higher outside repair, parts and tire costs, along with increased loading/unloading and tolls costs.

Insurance and claims consist of the costs of insurance premiums and accruals we make for claims within our self-insured retention amounts, primarily for personal injury, property damage, physical damage to our equipment, cargo claims and workers’ compensation claims. These expenses will vary primarily based upon the frequency and severity of our accident experience, our self-insured retention levels and the market for insurance. The $8.5 million, or 20.3%, increase in insurance and claims in 2022 was primarily due to increases in our self-insured auto liability claim costs and in the cost of physical damage claims related to our revenue equipment. 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 $13.4 million in 2022, down from $16.3 million in 2021 primarily due to a decrease in the number of units sold, partially offset by an increase 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.

The $11.2 million increase in other operating expenses in 2022 was primarily due to increases in costs associated with driver recruitment and retention along with travel and meals expense.

Our operating income improved 28.3% to $143.3 million in 2022 from $111.7 million in 2021 as a result of the foregoing factors. Our operating expenses as a percentage of operating revenue, or “operating ratio,” was 88.7% in 2022 and 88.5% in 2021. The operating ratio for our Truckload segment was 88.1% in 2022 and 87.1% in 2021, for our Dedicated segment was 88.2% in 2022 and 89.0% in 2021, for our Intermodal segment was 91.8% in 2022 and 90.7% in 2021, and for our Brokerage segment was 88.9% in 2022 and 89.8% in 2021. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 86.4% in 2022 from 87.0% in 2021.

As a result of the factors described above, net income improved 29.2% to $110.4 million, or $1.35 per diluted share, in 2022 from $85.4 million, or $1.02 per diluted share, in 2021.

Comparison of Year Ended December 31, 2021 to Year Ended December 31, 2020

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

Our operating revenue increased $99.3 million, or 11.4%, to $973.6 million in 2021 from $874.4 million in 2020. Our operating revenue, net of fuel surcharges, increased $65.4 million, or 8.3%, to $855.9 million in 2021 from $790.6 million in 2020. This increase was due to a $48.6 million increase in Brokerage revenue, a $7.5 million increase in Intermodal revenue, net of fuel surcharges, a $5.3 million increase in Dedicated revenue, net of fuel surcharges, and a $3.9 million increase in Truckload revenue, net of fuel surcharges. Fuel surcharge revenue increased by $33.9 million to $117.7 million in 2021 from $83.8 million in 2020 primarily due to higher fuel costs.

Truckload segment revenue increased $17.5 million, or 4.6%, to $396.7 million in 2021 from $379.1 million in 2020. Truckload segment revenue, net of fuel surcharges, increased $3.9 million, or 1.1%, to $346.3 million in 2021 from $342.4 million in 2020. During 2021, an increase in our average revenue per tractor was partially offset by a reduction in our average number of tractors. The improvement in the operating ratio in 2021 was primarily due to an increase in our average revenue per tractor due to increased rates with our customers and an increase in gain on disposition of revenue equipment, partially offset by increased company driver compensation expense.

Dedicated segment revenue increased $19.7 million, or 6.3%, to $329.4 million in 2021 from $309.8 million in 2020. Dedicated segment revenue, net of fuel surcharges, increased 2.0% primarily due to an increase in our average revenue per tractor. The operating ratio was negatively impacted in 2021 by increases in both company driver compensation expense and driver recruiting costs.

Intermodal segment revenue increased $13.5 million, or 15.2%, to $102.2 million in 2021 from $88.7 million in 2020. Intermodal segment revenue, net of fuel surcharges, increased 9.4% from 2020 primarily due to an increase in revenue per load. The improvement in the operating ratio in 2021 was primarily due to increased rates with our customers and a decrease in the amounts payable to railroads as a percentage of our revenue.

Brokerage segment revenue increased $48.6 million, or 50.2%, to $145.3 million in 2021 from $96.7 million in 2020 primarily due to increases in both the number of loads and in revenue per load. The improvement in the operating ratio in 2021 was primarily due to increased rates with our customers and a decrease in the amounts payable to carriers for transportation services which we arranged as a percentage of our Brokerage revenue.

Salaries, wages and benefits expense increased $17.8 million, or 5.9%, in 2021 from 2020. This increase resulted primarily from additional company driver compensation expense of $12.6 million and a $2.7 million increase in bonus compensation expense for our non-driver employees. Other smaller increases in the components of salaries, wages and benefits were partially offset by a decrease in employees’ health insurance expense of $1.7 million in 2021 as a result of lower self-insured medical claims.

Purchased transportation expense increased $38.6 million in total, or 25.0%, in 2021 from 2020. Amounts payable to carriers for transportation services we arranged in our Brokerage segment increased $39.5 million to $121.1 million in 2021 from $81.6 million in 2020, primarily due to an increase in the cost per load within the tight freight market and growth in load volume. Amounts payable to railroads and drayage carriers for transportation services within our Intermodal segment decreased $236,000 to $55.8 million in 2021 from $56.0 million in 2020. The portion of purchased transportation expense related to independent contractors within our Truckload and Dedicated segments, including fuel surcharges, decreased $673,000 in 2021.

Fuel and fuel taxes increased by $33.2 million, or 33.8%, in 2021 from 2020. 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 $2.9 million, or 11.9%, to $26.9 million in 2021 from $24.1 million in 2020. Fuel surcharges passed through to independent contractors, outside drayage carriers and railroads increased to $13.3 million from $9.7 million in 2020. The DOE national average cost of fuel increased to $3.29 per gallon from $2.55 per gallon in 2020. This increase was a primary factor in our net fuel expense increasing to 3.8% of Truckload, Dedicated and Intermodal segment revenue, net of fuel surcharges, from 3.5% in 2020. 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.

Our supplies and maintenance expense decreased $2.4 million, or 4.9%, from 2020 primarily due to lower outside repair, loading/unloading and parts costs.

Depreciation relates to owned tractors, trailers, containers, auxiliary power units, communication units, terminal facilities and other assets. The $331,000, or 0.3%, decrease in depreciation in 2021 was primarily due to a decrease in the size of our fleet of tractors partially offset by increased depreciation for our refrigerated containers. We expect our annual cost of tractor and trailer ownership will increase in future periods as a result of higher prices of new equipment, which will result in greater depreciation over the useful life.

The $5.5 million, or 11.5%, decrease in insurance and claims in 2021 was primarily due to decreases in the cost of our self-insured physical damage claims related to our revenue equipment and our self-insured auto liability and workers’ compensation claims, partially offset by an increase in our insurance premiums.

Gain on disposition of revenue equipment was $16.3 million in 2021, up from $8.7 million in 2020 primarily due to an increase in the average gain for our tractor and trailer sales along with an increase in the number of units sold.

Gain on disposition of facility was $1.7 million in 2020. The disposition of the facility, located in Forest Park, GA, was part of our long-term program to expand and update the footprint of our facilities throughout the United States. We held the facility as rental property since 2011 after constructing a larger facility in the area.

The $5.2 million increase in other operating expenses in 2021 was primarily due to increased costs associated with driver recruitment and retention.

Our operating income improved 19.8% to $111.7 million in 2021 from $93.2 million in 2020 as a result of the foregoing factors. Our operating expenses as a percentage of operating revenue, or “operating ratio,” improved to 88.5% in 2021 from 89.3% in 2020. The operating ratio for our Truckload segment was 87.1% in 2021 and 89.5% in 2020, for our Dedicated segment was 89.0% in 2021 and 86.8% in 2020, for our Intermodal segment was 90.7% in 2021 and 93.5% in 2020, and for our Brokerage segment was 89.8% in 2021 and 92.8% in 2020. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 87.0% in 2021 from 88.2% in 2020.

Our effective income tax rate decreased to 23.5% in 2021 from 25.6% in 2020 primarily due to decreases in per diem and other non-deductible expenses and in state income taxes.

As a result of the factors described above, net income improved 22.9% to $85.4 million, or $1.02 per diluted share, in 2021 from $69.5 million, or $0.84 per diluted share, in 2020.

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 years indicated.

In 2022, net cash flows provided by operating activities of $219.5 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $120.9 million, to repurchase and retire 2.3 million shares of our common stock for $41.8 million, to pay cash dividends of $19.6 million, and to construct and upgrade regional operating facilities in the amount of $11.2 million, resulting in a $23.6 million increase in cash and cash equivalents. In 2021, net cash flows provided by operating activities of $171.2 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $118.3 million, to pay cash dividends of $54.7 million, and to construct and upgrade regional operating facilities in the amount of $4.3 million, resulting in a $9.1 million decrease in cash and cash equivalents. In 2020, net cash flows provided by operating activities of $189.6 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $102.2 million, to pay cash dividends of $52.4 million, and to upgrade and acquire regional operating facilities in the amount of $5.4 million, resulting in a $34.7 million increase in cash and cash equivalents.

We estimate that capital expenditures, net of proceeds from dispositions, will be approximately $225 million in 2023. This amount includes commitments to purchase $164.3 million of new revenue equipment and $4.7 million in building construction in 2023. Additionally, operating lease obligations total $774,000 through 2028. A quarterly cash dividend of $0.06 per share of common stock was paid in each quarter of 2022 which totaled $19.6 million. We paid cash dividends totaling $54.7 million in 2021 which consisted of a special dividend of $0.50 per share of common stock in October, along with quarterly cash dividends of $0.04 per share of common stock in March, June, October and December. We paid cash dividends totaling $52.4 million in 2020 which consisted of a special dividend of $0.50 per share of common stock in December, along with quarterly cash dividends of $0.04 per share of common stock in the third and fourth quarters and of $0.027 per share of common stock in the first and second quarters. 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 December 31, 2022, there was no outstanding principal balance on the facility. As of that date, we had outstanding standby letters of credit to guarantee settlement of self-insurance claims of $16.1 million and remaining borrowing availability of $13.9 million. At December 31, 2021, there was also no outstanding principal balance on the facility. As of that date, we had outstanding standby letters of credit of $18.5 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 7.5% at December 31, 2022.

Other than our obligations for revenue equipment and building construction purchases and operating lease expenditures, along with our outstanding standby letters of credit to guarantee settlement of self-insurance claims, which are each mentioned above, we did not have any material off-balance sheet arrangements at December 31, 2022.

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.

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 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 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 are responsible for the first $1.0 million on each auto liability claim and for the first $750,000 on each workers’ compensation claim. Additionally, we have $16.1 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 balance sheets were $39.3 million and $36.8 million as of December 31, 2022 and 2021, 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 2022 or 2021. 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.

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 2022, a 5% increase in the average cost of diesel fuel would have increased our fuel expense by $10.7 million.

We have historically been able to pass through a significant portion of long-term increases in diesel fuel prices and related taxes to customers in the form of fuel surcharges. Fuel surcharge programs are widely accepted among our customers, though they can vary somewhat from customer-to-customer. These fuel surcharges, which adjust weekly with the cost of fuel, enable us to recover a substantial portion of the higher cost of fuel as prices increase. These fuel surcharge provisions are not effective in mitigating the fuel price increases related to non-revenue miles or fuel used while the tractor is idling. In addition, we have worked diligently to control fuel usage and costs by improving our volume purchasing arrangements and optimizing our drivers’ fuel purchases with national fuel centers, focusing on shorter lengths of haul, installing and tightly managing the use of auxiliary power units in our tractors to minimize engine idling and improving fuel usage in our trailers’ refrigeration units.

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

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, for Marten Transport, Ltd. and subsidiaries (the “Company”). This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projection of any evaluation of the effectiveness of internal control over financial reporting to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management, with the participation of the Company’s Chief Executive Officer and Executive Vice President and Chief Financial Officer, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022. In making this evaluation, management used the criteria established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2022. Further, the Company’s independent registered public accounting firm, Grant Thornton LLP, has issued a report on the Company’s internal controls over financial reporting on page 29 of this Report.

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Marten Transport, Ltd.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Marten Transport, Ltd. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2022, and our report dated February 28, 2023 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ GRANT THORNTON LLP

Minneapolis, Minnesota

February 28, 2023

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Marten Transport, Ltd.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Marten Transport, Ltd. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 28, 2023 expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Auto and workers’ compensation self-insurance reserves

As described further in Note 1 and Note 14 of the consolidated financial statements, the Company self-insures for a portion of their claims exposure resulting from workers’ compensation claims and auto liability claims. The Company maintains insurance coverage for per incident and total losses in excess of their risk retention levels in amounts they consider adequate based upon historical experience and their ongoing review. The Company reserves for the estimated cost of the uninsured portion of pending claims, including legal costs. These reserves are periodically evaluated and adjusted based on the Company’s evaluation of the nature and severity of outstanding individual claims and an estimate of future claims development based on historical development. Insurance and claims expenses, including the related insurance and claims reserves, will vary primarily based upon the frequency and severity of the Company’s accident experience.

We identified the estimation of auto and workers’ compensation claims reserves as a critical audit matter. Auto and workers’ compensation unpaid claim reserves are determined by projecting the estimated ultimate loss related to a claim, less actual costs paid to date. These estimates rely on the assumption that historical claim patterns are an accurate representation for future claims that have been incurred, but not completely paid. The principal considerations for assessing auto and workers’ compensation claims reserves as a critical audit matter are the high level of estimation uncertainty and the level of audit effort and expertise required to audit the reserve related to determining the severity of these types of claims, as well as the inherent subjectivity in management’s judgment in estimating the total costs to settle or dispose of these claims.

Our audit procedures related to the accuracy of insurance claims reserves for auto liability and workers’ compensation liability claims included the following, among others.

●

We tested the effectiveness of controls over auto and workers’ compensation claims, including the completeness and accuracy of claim expenses and payments and management’s review over actuarial calculations.

●

We tested management’s process for determining the auto and workers’ compensation reserves including evaluating the reasonableness of the methods and assumptions used in estimating the ultimate claim losses with the assistance of an actuarial specialist.

●

We tested the claims data used in the actuarial calculation by selecting samples of historical claims data and inspecting source documents to test key attributes of the claims data.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2014.

Minneapolis, Minnesota

February 28, 2023

	December 31,
(In thousands, except share information)	2022			2021
ASSETS
Current assets:
Cash and cash equivalents	$	80,600		$	56,995
Receivables:
Trade, less allowances of $500 and $348, respectively		120,702			99,003
Other		7,218			6,971
Prepaid expenses and other		27,320			23,980
Total current assets		235,840			186,949
Property and equipment:
Revenue equipment		915,866			810,711
Buildings and land		102,877			92,824
Office equipment and other		56,089			52,941
Less accumulated depreciation		(346,665	)		(274,199	)
Net property and equipment		728,167			682,277
Other noncurrent assets		1,672			1,464
Total assets	$	965,679		$	870,690

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	37,299		$	20,150
Insurance and claims accruals		45,747			42,014
Accrued and other current liabilities		41,264			31,395
Total current liabilities		124,310			93,559
Deferred income taxes		137,041			125,163
Noncurrent operating lease liabilities		409			291
Total liabilities		261,760			219,013
Commitments and contingencies (Note 14)
Stockholders’ equity:
Preferred stock, $.01 par value per share; 2,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $.01 par value per share; 192,000,000 shares authorized; 81,115,132 shares at December 31, 2022, and 83,034,404 shares at December 31, 2021, issued and outstanding		811			830
Additional paid-in capital		47,188			85,718
Retained earnings		655,920			565,129
Total stockholders’ equity		703,919			651,677
Total liabilities and stockholders’ equity	$	965,679		$	870,690

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

	For the years ended December 31,
(In thousands, except per share information)	2022			2021			2020
Operating revenue	$	1,263,878		$	973,644		$	874,374
Operating expenses (income):
Salaries, wages and benefits		390,304			317,962			300,155
Purchased transportation		249,792			193,221			154,613
Fuel and fuel taxes		218,571			131,288			98,133
Supplies and maintenance		55,700			45,459			47,815
Depreciation		111,014			102,562			102,893
Operating taxes and licenses		10,763			10,534			10,840
Insurance and claims		50,513			41,987			47,454
Communications and utilities		9,177			8,350			8,011
Gain on disposition of revenue equipment		(13,379	)		(16,295	)		(8,733	)
Gain on disposition of facility		—			—			(1,718	)
Other		38,079			26,887			21,665
Total operating expenses		1,120,534			861,955			781,128
Operating income		143,344			111,689			93,246
Other		(827	)		(43	)		(140	)
Income before income taxes		144,171			111,732			93,386
Income taxes expense		33,817			26,304			23,886
Net income	$	110,354		$	85,428		$	69,500
Basic earnings per common share	$	1.35		$	1.03		$	0.84
Diluted earnings per common share	$	1.35		$	1.02		$	0.84
Dividends declared per common share	$	0.24		$	0.66		$	0.633

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

	Common Stock						Additional			Retained			Total Stockholders’
(In thousands)	Shares			Amount			Paid-In Capital			Earnings			Equity
Balance at December 31, 2019		82,055		$	821		$	79,465		$	517,303		$	597,589
Net income		—			—			—			69,500			69,500
Repurchase and retirement of common stock		(53	)		(1	)		(596	)		—			(597	)
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards		703			7			4,787			(1	)		4,793
Employee taxes paid in exchange for shares withheld		—			—			(437	)		—			(437	)
Share-based payment arrangement compensation expense		—			—			1,851			—			1,851
Dividends on common stock		—			—			—			(52,366	)		(52,366	)
Balance at December 31, 2020		82,705			827			85,070			534,436			620,333
Net income		—			—			—			85,428			85,428
Issuance of common stock from share-based payment arrangement exercises, deferred compensation plan distributions and vesting of performance unit awards		329			3			873			—			876
Employee taxes paid in exchange for shares withheld		—			—			(2,743	)		—			(2,743	)
Share-based payment arrangement compensation expense		—			—			2,518			—			2,518
Dividends on common stock		—			—			—			(54,735	)		(54,735	)
Balance at December 31, 2021		83,034			830			85,718			565,129			651,677
Net income		—			—			—			110,354			110,354
Repurchase and retirement of common stock		(2,270	)		(23	)		(41,730	)		—			(41,753	)
Issuance of common stock from share-based payment arrangement exercises, deferred compensation plan distributions and vesting of performance unit awards		351			4			1,996			—			2,000
Employee taxes paid in exchange for shares withheld		—			—			(1,610	)		—			(1,610	)
Share-based payment arrangement compensation expense		—			—			2,814			—			2,814
Dividends on common stock		—			—			—			(19,563	)		(19,563	)
Balance at December 31, 2022		81,115		$	811		$	47,188		$	655,920		$	703,919

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

	For the years ended December 31,
(In thousands)	2022			2021			2020
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
Operations:
Net income	$	110,354		$	85,428		$	69,500
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		111,014			102,562			102,893
Tires in service amortization		6,604			6,433			6,575
Gain on disposition of revenue equipment		(13,379	)		(16,295	)		(8,733	)
Gain on disposition of facility		-			-			(1,718	)
Deferred income taxes		11,878			4,065			(924	)
Share-based payment arrangement compensation expense		2,814			2,518			1,851
Changes in other current operating items:
Receivables		(23,547	)		(16,745	)		12,726
Prepaid expenses and other		(8,227	)		(5,749	)		(4,593	)
Accounts payable		11,893			(823	)		883
Insurance and claims accruals		3,733			2,419			7,866
Accrued and other current liabilities		6,352			7,391			3,272
Net cash provided by operating activities		219,489			171,204			189,598
CASH FLOWS USED FOR INVESTING ACTIVITIES:
Revenue equipment additions		(162,556	)		(193,892	)		(166,395	)
Proceeds from revenue equipment dispositions		41,695			75,596			64,185
Buildings and land, office equipment and other additions		(14,067	)		(5,402	)		(6,657	)
Proceeds from buildings and land, office equipment and other dispositions		8			1			2,581
Other		(38	)		(37	)		(39	)
Net cash used for investing activities		(134,958	)		(123,734	)		(106,325	)
CASH FLOWS USED FOR FINANCING ACTIVITIES:
Repurchase and retirement of common stock		(41,753	)		-			(597	)
Dividends on common stock		(19,563	)		(54,735	)		(52,366	)
Issuance of common stock from share-based payment arrangement exercises, deferred compensation plan distributions and vesting of performance unit awards		2,000			876			4,793
Employee taxes paid in exchange for shares withheld		(1,610	)		(2,743	)		(437	)
Net cash used for financing activities		(60,926	)		(56,602	)		(48,607	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		23,605			(9,132	)		34,666
CASH AND CASH EQUIVALENTS:
Beginning of year		56,995			66,127			31,461
End of year	$	80,600		$	56,995		$	66,127
SUPPLEMENTAL NON-CASH DISCLOSURE:
Change in property and equipment not yet paid	$	10,470		$	(6,187	)	$	3,230
Operating lease assets and liabilities acquired	$	318		$	-		$	88
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Income taxes	$	23,649		$	21,719		$	17,980
Interest	$	65		$	-		$	-

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

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (“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 December 31, 2022. 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.

We have included Management’s Annual Report on Internal Control Over Financial Reporting in Item 8 above.

The information in the “Election of Directors--Information About Nominees” and “Election of Directors--Other Information About Nominees” sections of our 2023 Proxy Statement is incorporated in this Report by reference.

Information about our executive officers is included in this Report under Item 4A, “Information About our Executive Officers.”

There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

The information in the “Election of Directors—Board and Board Committees” section of our 2023 Proxy Statement is incorporated in this Report by reference.

Our Code of Ethics for Senior Financial Management applies to all of our executive officers, including our principal executive officer, principal financial officer and controller, and meets the requirements of the SEC. We have posted our Code of Ethics for Senior Financial Management on our website at www.marten.com. We intend to disclose any amendments to and any waivers from a provision of our Code of Ethics for Senior Financial Management on our website within five business days following such amendment or waiver.

The information in the “Election of Directors--Director Compensation,” “Compensation and Other Benefits” and “Compensation Discussion and Analysis” sections of our 2023 Proxy Statement is incorporated in this Report by reference.

The information in the “Security Ownership of Certain Beneficial Owners and Management” and “Compensation and Other Benefits--Equity Compensation Plan Information” sections of our 2023 Proxy Statement is incorporated in this Report by reference.

The information in the “Related Party Transactions” and “Election of Directors--Board and Board Committees” sections of our 2023 Proxy Statement is incorporated in this Report by reference.

The information in the “Fees of Independent Auditors” section of our 2023 Proxy Statement is incorporated in this Report by reference.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Marten Transport, Ltd., the Registrant, has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below on February 28, 2023, by the following persons on behalf of the Registrant and in the capacities indicated.

● Mondovi, Wisconsin	● Atlanta, Georgia	● Memphis, Tennessee
● Phoenix, Arizona	● Indianapolis, Indiana	● Desoto, Texas
● Jurupa Valley, California	● Kansas City, Kansas	● Laredo, Texas
● Otay Mesa, California	● Portland, Oregon	● Colonial Heights, Virginia
● Tampa, Florida	● Carlisle, Pennsylvania	● Rio Grande Valley, Texas

	2022		2021		2020
Truckload Segment:
Revenue (in thousands)	$	500,462	$	396,666	$	379,148
Average revenue, net of fuel surcharges, per tractor per week⁽¹⁾	$	4,898	$	4,315	$	3,926
Average tractors⁽¹⁾		1,611		1,539		1,668
Average miles per trip		510		516		547
Total miles (in thousands)		149,868		147,192		165,267

Dedicated Segment:
Revenue (in thousands)	$	429,092	$	329,442	$	309,784
Average revenue, net of fuel surcharges, per tractor per week⁽¹⁾	$	3,963	$	3,377	$	3,316
Average tractors⁽¹⁾		1,631		1,572		1,566
Average miles per trip		341		322		305
Total miles (in thousands)		136,310		128,256		132,597

Intermodal Segment:
Revenue (in thousands)	$	129,765	$	102,245	$	88,733
Loads		31,862		32,987		36,444
Average tractors		175		143		106

Brokerage Segment:
Revenue (in thousands)	$	204,559	$	145,291	$	96,709
Loads		95,615		66,512		58,986

							Dollar Change		Percentage Change
(Dollars in thousands)	2022			2021			2022 vs. 2021		2022 vs. 2021
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	411,448		$	346,289		$	65,159		18.8	%
Truckload fuel surcharge revenue		89,014			50,377			38,637		76.7
Total Truckload revenue		500,462			396,666			103,796		26.2

Dedicated revenue, net of fuel surcharge revenue		336,973			276,883			60,090		21.7
Dedicated fuel surcharge revenue		92,119			52,559			39,560		75.3
Total Dedicated revenue		429,092			329,442			99,650		30.2

Intermodal revenue, net of fuel surcharge revenue		100,452			87,468			12,984		14.8
Intermodal fuel surcharge revenue		29,313			14,777			14,536		98.4
Total Intermodal revenue		129,765			102,245			27,520		26.9

Brokerage revenue		204,559			145,291			59,268		40.8

Total operating revenue	$	1,263,878		$	973,644		$	290,234		29.8	%

Operating income:
Truckload	$	59,392		$	51,032		$	8,360		16.4	%
Dedicated		50,566			36,395			14,171		38.9
Intermodal		10,639			9,479			1,160		12.2
Brokerage		22,747			14,783			7,964		53.9
Total operating income	$	143,344		$	111,689		$	31,655		28.3	%

Operating ratio:
Truckload		88.1	%		87.1	%
Dedicated		88.2			89.0
Intermodal		91.8			90.7
Brokerage		88.9			89.8
Consolidated operating ratio		88.7	%		88.5	%

Operating ratio, net of fuel surcharges:
Truckload		85.6	%		85.3	%
Dedicated		85.0			86.9
Intermodal		89.4			89.2
Brokerage		88.9			89.8
Consolidated operating ratio, net of fuel surcharges		86.4	%		87.0	%

							Dollar Change			Percentage Change
(Dollars in thousands)	2021			2020			2021 vs. 2020			2021 vs. 2020
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	346,289		$	342,357		$	3,932			1.1	%
Truckload fuel surcharge revenue		50,377			36,791			13,586			36.9
Total Truckload revenue		396,666			379,148			17,518			4.6

Dedicated revenue, net of fuel surcharge revenue		276,883			271,550			5,333			2.0
Dedicated fuel surcharge revenue		52,559			38,234			14,325			37.5
Total Dedicated revenue		329,442			309,784			19,658			6.3

Intermodal revenue, net of fuel surcharge revenue		87,468			79,944			7,524			9.4
Intermodal fuel surcharge revenue		14,777			8,789			5,988			68.1
Total Intermodal revenue		102,245			88,733			13,512			15.2

Brokerage revenue		145,291			96,709			48,582			50.2

Total operating revenue	$	973,644		$	874,374		$	99,270			11.4	%

Operating income:
Truckload	$	51,032		$	39,637		$	11,395			28.7	%
Dedicated		36,395			40,909			(4,514	)		(11.0	)
Intermodal		9,479			5,730			3,749			65.4
Brokerage		14,783			6,970			7,813			112.1
Total operating income	$	111,689		$	93,246		$	18,443			19.8	%

Operating ratio:
Truckload		87.1	%		89.5	%
Dedicated		89.0			86.8
Intermodal		90.7			93.5
Brokerage		89.8			92.8
Consolidated operating ratio		88.5	%		89.3	%

Operating ratio, net of fuel surcharges:
Truckload		85.3	%		88.4	%
Dedicated		86.9			84.9
Intermodal		89.2			92.8
Brokerage		89.8			92.8
Consolidated operating ratio, net of fuel surcharges		87.0	%		88.2	%

	Years
Tractors		5
Trailers		7
Refrigerated containers		12
Service and other equipment	3	-	15
Buildings and improvements	20	-	40

Name	Age	Position
Randolph L. Marten	70	Executive Chairman of the Board and Director

Timothy M. Kohl	75	Chief Executive Officer

Douglas P. Petit	56	President

James J. Hinnendael	59	Executive Vice President and Chief Financial Officer

(1)	Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 96, 93 and 143 tractors as of December 31, 2022, 2021 and 2020, respectively.

	Dollar Change			Percentage Change			Percentage of Operating Revenue
(Dollars in thousands)	2022 vs. 2021			2022 vs. 2021			2022			2021

Operating revenue	$	290,234			29.8	%		100.0	%		100.0	%
Operating expenses (income):
Salaries, wages and benefits		72,342			22.8			30.9			32.7
Purchased transportation		56,571			29.3			19.8			19.8
Fuel and fuel taxes		87,283			66.5			17.3			13.5
Supplies and maintenance		10,241			22.5			4.4			4.7
Depreciation		8,452			8.2			8.8			10.5
Operating taxes and licenses		229			2.2			0.9			1.1
Insurance and claims		8,526			20.3			4.0			4.3
Communications and utilities		827			9.9			0.7			0.9
Gain on disposition of revenue equipment		2,916			17.9			(1.1	)		(1.7	)
Other		11,192			41.6			3.0			2.8
Total operating expenses		258,579			30.0			88.7			88.5
Operating income		31,655			28.3			11.3			11.5
Other		(784	)		(1,823.3	)		(0.1	)		-
Income before income taxes		32,439			29.0			11.4			11.5
Income taxes expense		7,513			28.6			2.7			2.7
Net income	$	24,926			29.2	%		8.7	%		8.8	%

(In thousands)	2022			2021			2020
Net cash flows provided by operating activities	$	219,489		$	171,204		$	189,598
Net cash flows used for investing activities		(134,958	)		(123,734	)		(106,325	)
Net cash flows used for financing activities		(60,926	)		(56,602	)		(48,607	)

(In thousands, except per share amounts)	2022		2021		2020
Numerator:
Net income	$	110,354	$	85,428	$	69,500
Denominator:
Basic earnings per common share - weighted-average shares		81,692		82,872		82,527
Effect of dilutive stock options		267		536		637
Diluted earnings per common share - weighted-average shares and assumed conversions		81,959		83,408		83,164
Basic earnings per common share	$	1.35	$	1.03	$	0.84
Diluted earnings per common share	$	1.35	$	1.02	$	0.84

	Amount
Maturities:
2023	$	331
2024		231
2025		66
2026 thru 2028		146
Total lease payments		774
Adjust to present value		(64	)
Total operating lease liabilities	$	710

	Shares			Weighted Average Exercise Price
Outstanding at December 31, 2021		1,029,466		$	14.00
Granted		141,500			21.05
Exercised		(201,975	)		9.89
Forfeited		(53,600	)		16.61
Outstanding at December 31, 2022		915,391		$	15.84
Exercisable at December 31, 2022		371,241		$	13.38

	Shares			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Life (in Years)
Nonvested at December 31, 2021		631,051		$	4.14		5.9
Granted		141,500			5.79		6.6
Vested		(174,801	)		3.95		4.0
Forfeited		(53,600	)		4.27		5.3
Nonvested at December 31, 2022		544,150		$	4.62		5.5

	Shares				Weighted Average Grant Date Fair Value
Nonvested at December 31, 2021		132,126			$	16.10
Granted		123,900				18.79
Vested		(113,996	)	(1)		17.13
Forfeited		(20,163	)			16.13
Nonvested at December 31, 2022		121,867			$	17.83

(Dollars in thousands)	2022		2021		2020
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	411,448	$	346,289	$	342,357
Truckload fuel surcharge revenue		89,014		50,377		36,791
Total Truckload revenue		500,462		396,666		379,148

Dedicated revenue, net of fuel surcharge revenue		336,973		276,883		271,550
Dedicated fuel surcharge revenue		92,119		52,559		38,234
Total Dedicated revenue		429,092		329,442		309,784

Intermodal revenue, net of fuel surcharge revenue		100,452		87,468		79,944
Intermodal fuel surcharge revenue		29,313		14,777		8,789
Total Intermodal revenue		129,765		102,245		88,733

Brokerage revenue		204,559		145,291		96,709

Total operating revenue	$	1,263,878	$	973,644	$	874,374

Operating income:
Truckload	$	59,392	$	51,032	$	39,637
Dedicated		50,566		36,395		40,909
Intermodal		10,639		9,479		5,730
Brokerage		22,747		14,783		6,970
Total operating income	$	143,344	$	111,689	$	93,246

(In thousands)	2022		2021		2020
Current:
Federal	$	18,025	$	18,872	$	21,312
State		3,914		3,367		3,498
Total current		21,939		22,239		24,810

Deferred:
Federal		9,795		3,462		(1,557	)
State		2,083		603		633
Total deferred		11,878		4,065		(924	)
Total expense	$	33,817	$	26,304	$	23,886

(a)	1.	Financial Statements (See Part II, Item 8 of this Report):	Page

		Management’s Annual Report on Internal Control Over Financial Reporting	28

		Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 248)	29

		Consolidated Balance Sheets as of December 31, 2022 and 2021	32

		Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020	33

		Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2022, 2021 and 2020	34

		Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020	35

		Notes to Consolidated Financial Statements	36

	2.	Financial Statement Schedules (Consolidated Financial Statement Schedule Included in Part IV of this Report):

		Schedule II – Valuation and Qualifying Accounts and Reserves	59

		Schedules not listed above have been omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.

Item No.	Item	Filing Method

3.1	Amended and Restated Certificate of Incorporation effective August 11, 2003	Incorporated by reference to Exhibit 4.1 of the Company’s Amendment No. 2 to Registration Statement on Form S-2 (File No. 333-107367).

3.2	Amendment to Amended and Restated Certificate of Incorporation effective May 25, 2005	Incorporated by reference to Exhibit 3.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (File No. 0-15010).

3.3	Second Amendment to Amended and Restated Certificate of Incorporation effective June 1, 2015	Incorporated by reference to Exhibit 3.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 0-15010).

3.4	Third Amendment to Amended and Restated Certificate of Incorporation effective May 18, 2018	Incorporated by reference to Exhibit 3.5 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (File No. 0-15010).

3.5	Bylaws of the Company, as amended	Incorporated by reference to Exhibit 3.3 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 0-15010).

4.1	Specimen form of the Company’s Common Stock Certificate	Incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 (File No. 33-8108). (Filed on paper – hyperlink is not required pursuant to Rule 105 of Regulation S-T).

4.2	Amended and Restated Certificate of Incorporation effective August 11, 2003	See Exhibit 3.1 above.

4.3	Amendment to Amended and Restated Certificate of Incorporation effective May 25, 2005	See Exhibit 3.2 above.

4.4	Second Amendment to Amended and Restated Certificate of Incorporation effective June 1, 2015	See Exhibit 3.3 above.

4.5	Third Amendment to Amended and Restated Certificate of Incorporation effective May 18, 2018	See Exhibit 3.4 above.

4.6	Bylaws of the Company, as amended	See Exhibit 3.5 above.

4.7	Description of Company’s Common Stock	Incorporated by reference to Exhibit 4.7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (File No. 0-15010).

Dated: February 28, 2023	MARTEN TRANSPORT, LTD.


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

Signature	Title


/s/ Randolph L. Marten	Executive Chairman of the Board and Director
Randolph L. Marten


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


/s/ Larry B. Hagness	Director
Larry B. Hagness


/s/ Thomas J. Winkel	Director
Thomas J. Winkel


/s/ Jerry M. Bauer	Director
Jerry M. Bauer


/s/ Robert L. Demorest	Director
Robert L. Demorest


/s/ Ronald R. Booth	Director
Ronald R. Booth


/s/ Kathleen P. Iverson	Director
Kathleen P. Iverson

	Balance at		Charged to
	Beginning of		Costs and						Balance at
Description	Year		Expenses		Deductions				End of Year
Insurance and claims accruals:
Year ended December 31, 2022	$	42,014	$	67,790	$	(64,057	)	⁽¹⁾	$	45,747
Year ended December 31, 2021		39,595		55,342		(52,923	)	⁽¹⁾		42,014
Year ended December 31, 2020		31,729		64,276		(56,410	)	⁽¹⁾		39,595


Allowance for doubtful accounts:
Year ended December 31, 2022		348		350		(198	)	⁽²⁾		500
Year ended December 31, 2021		348		-		-		⁽²⁾		348
Year ended December 31, 2020		382		220		(254	)	⁽²⁾		348

(1)	Claims payments
(2)	Write-off of bad debts, net of recoveries

Date: February 28, 2023	/s/ Timothy M. Kohl
	Timothy M. Kohl
	Chief Executive Officer


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

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2022	Feb. 14, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Entity File Number	0-15010
Entity Registrant Name	MARTEN TRANSPORT, LTD
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	39-1140809
Entity Address, Address Line One	129 Marten Street
Entity Address, City or Town	Mondovi
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	54755
City Area Code	715
Local Phone Number	926-4216
Title of 12(b) Security	COMMON STOCK, PAR VALUE
Trading Symbol	MRTN
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 1,051,088,000
Entity Common Stock, Shares Outstanding (in shares)		81,149,533
Auditor Name	GRANT THORNTON LLP
Auditor Firm ID	2014
Auditor Location	Minneapolis, Minnesota
Entity Central Index Key	0000799167
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 80,600	$ 56,995
Receivables:
Trade, less allowances of $500 and $348, respectively	120,702	99,003
Other	7,218	6,971
Prepaid expenses and other	27,320	23,980
Total current assets	235,840	186,949
Property and equipment:
Less accumulated depreciation	(346,665)	(274,199)
Net property and equipment	728,167	682,277
Other noncurrent assets	1,672	1,464
Total assets	965,679	870,690
Current liabilities:
Accounts payable	37,299	20,150
Insurance and claims accruals	45,747	42,014
Accrued and other current liabilities	41,264	31,395
Total current liabilities	124,310	93,559
Deferred income taxes	137,041	125,163
Noncurrent operating lease liabilities	409	291
Total liabilities	261,760	219,013
Stockholders’ equity:
Preferred stock, $.01 par value per share; 2,000,000 shares authorized; no shares issued and outstanding	0	0
Common stock, $.01 par value per share; 192,000,000 shares authorized; 81,115,132 shares at December 31, 2022, and 83,034,404 shares at December 31, 2021, issued and outstanding	811	830
Additional paid-in capital	47,188	85,718
Retained earnings	655,920	565,129
Total stockholders’ equity	703,919	651,677
Total liabilities and stockholders’ equity	965,679	870,690
Revenue Equipment [Member]
Property and equipment:
Property and equipment	915,866	810,711
Land and Building [Member]
Property and equipment:
Property and equipment	102,877	92,824
Office Equipment [Member]
Property and equipment:
Property and equipment	$ 56,089	$ 52,941

Consolidated Balance Sheets (Parentheticals) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Accounts Receivable, Allowance for Credit Loss, Current	$ 500,000	$ 348,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized (in shares)	2,000,000	2,000,000
Preferred Stock, Shares Issued (in shares)	0	0
Preferred Stock, Shares Outstanding, Ending Balance (in shares)	0	0
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.01	$ 0.01
Common Stock, Shares Authorized (in shares)	192,000,000	192,000,000
Common Stock, Shares, Outstanding, Ending Balance (in shares)	81,115,132	83,034,404
Common Stock, Shares, Issued (in shares)	81,115,132	83,034,404

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating revenue	$ 1,263,878	$ 973,644	$ 874,374
Operating expenses (income):
Salaries, wages and benefits	390,304	317,962	300,155
Purchased transportation	249,792	193,221	154,613
Fuel and fuel taxes	218,571	131,288	98,133
Supplies and maintenance	55,700	45,459	47,815
Depreciation	111,014	102,562	102,893
Operating taxes and licenses	10,763	10,534	10,840
Insurance and claims	50,513	41,987	47,454
Communications and utilities	9,177	8,350	8,011
Other	38,079	26,887	21,665
Total operating expenses	1,120,534	861,955	781,128
Operating income	143,344	111,689	93,246
Other	(827)	(43)	(140)
Income before income taxes	144,171	111,732	93,386
Income taxes expense	33,817	26,304	23,886
Net income	$ 110,354	$ 85,428	$ 69,500
Basic earnings per common share (in dollars per share)	$ 1.35	$ 1.03	$ 0.84
Diluted earnings per common share (in dollars per share)	1.35	1.02	0.84
Dividends declared per common share (in dollars per share)	$ 0.24	$ 0.66	$ 0.633
Revenue Equipment [Member]
Operating expenses (income):
Gain on disposition of property, plant and equipment	$ (13,379)	$ (16,295)	$ (8,733)
Facility [Member]
Operating expenses (income):
Gain on disposition of property, plant and equipment	$ 0	$ 0	$ (1,718)

Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2019	82,055
Balance at Dec. 31, 2019	$ 821	$ 79,465	$ 517,303	$ 597,589
Net income	$ 0	0	69,500	69,500
Repurchase and retirement of common stock (in shares)	(53)
Repurchase and retirement of common stock	$ (1)	(596)	0	(597)
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards (in shares)	703
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards	$ 7	4,787	(1)	4,793
Employee taxes paid in exchange for shares withheld	0	(437)	0	(437)
Share-based payment arrangement compensation expense	0	1,851	0	1,851
Dividends on common stock	$ 0	0	(52,366)	(52,366)
Balance (in shares) at Dec. 31, 2020	82,705
Balance at Dec. 31, 2020	$ 827	85,070	534,436	620,333
Net income	$ 0	0	85,428	85,428
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards (in shares)	329
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards	$ 3	873	0	876
Employee taxes paid in exchange for shares withheld	0	(2,743)	0	(2,743)
Share-based payment arrangement compensation expense	0	2,518	0	2,518
Dividends on common stock	$ 0	0	(54,735)	(54,735)
Balance (in shares) at Dec. 31, 2021	83,034
Balance at Dec. 31, 2021	$ 830	85,718	565,129	651,677
Net income	$ 0	0	110,354	110,354
Repurchase and retirement of common stock (in shares)	(2,270)
Repurchase and retirement of common stock	$ (23)	(41,730)	0	(41,753)
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards (in shares)	351
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards	$ 4	1,996	0	2,000
Employee taxes paid in exchange for shares withheld	0	(1,610)	0	(1,610)
Share-based payment arrangement compensation expense	0	2,814	0	2,814
Dividends on common stock	$ 0	0	(19,563)	(19,563)
Balance (in shares) at Dec. 31, 2022	81,115
Balance at Dec. 31, 2022	$ 811	$ 47,188	$ 655,920	$ 703,919

Note 1 - Summary of Significant Accounting Policies (Details Textual)	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Number of Operating Segments	5
Loss on Deposits Above FDIC Amount	$ 0
Accounts Receivable, Allowance for Credit Loss, Current	500,000	$ 348,000
Letters of Credit Outstanding, Amount	$ 16,100,000	$ 18,500,000
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Walmart [Member]
Concentration Risk, Percentage	21.00%	23.00%	24.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| The Coca-Cola Company [Member]
Concentration Risk, Percentage	7.00%	9.00%	12.00%
Revenue Benchmark [Member] \| Geographic Concentration Risk [Member] \| UNITED STATES
Concentration Risk, Percentage	99.00%	99.00%	99.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Walmart [Member]
Concentration Risk, Percentage	22.00%	22.00%
Uninsured Risk [Member] \| Auto Liability Claim [Member]
Loss Contingency Range Possible Loss Per Claim	$ 1,000,000.0
Uninsured Risk [Member] \| Workers Compensation Liability Claim [Member]
Loss Contingency Range Possible Loss Per Claim	750,000
Insurance Claims [Member]
Letters of Credit Outstanding, Amount	16,100,000
Supplies and Maintenance Costs [Member]
Amortization, Total	$ 6,600,000	$ 6,400,000	$ 6,600,000
Tractor [Member]
Replacement Of Equipment Period After Purchase (Year)	3 years 10 months 24 days
Useful life (Year)	5 years
Property, Plant and Equipment, Salvage Value, Percentage	25.00%
Trailer [Member]
Replacement Of Equipment Period After Purchase (Year)	6 years 8 months 12 days
Useful life (Year)	7 years
Property, Plant and Equipment, Salvage Value, Percentage	35.00%
Refrigerated Containers [Member]
Useful life (Year)	12 years
Property, Plant and Equipment, Salvage Value, Percentage	0.00%
Tires In Service [Member]
Useful life (Year)	24 months

Note 2 - Details of Consolidated Balance Sheet Accounts - Prepaid Expenses and Other (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Insurance premiums	$ 4,054	$ 3,749
Contract assets	2,746	2,243
Other	3,734	3,504
Prepaid Expense and Other Assets, Current	27,320	23,980
License Fees Member [Member]
Prepaid expenses	6,029	5,485
Parts And Tires Inventory [Member]
Prepaid expenses	5,427	4,375
Tires In Service [Member]
Prepaid expenses	$ 5,330	$ 4,624

Note 2 - Details of Consolidated Balance Sheet Accounts - Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Salaries and wages	$ 14,750	$ 11,690
Accrued expenses	14,426	8,606
Vacation	9,776	8,572
Other	2,312	2,527
Accrued Liabilities, Current, Total	$ 41,264	$ 31,395

Note 3 - Long-term Debt (Details Textual) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Nov. 30, 2020
Line of Credit Facility, Maximum Borrowing Capacity	$ 30.0
Letters of Credit Outstanding, Amount	16.1	$ 18.5
Line of Credit Facility, Remaining Borrowing Capacity	13.9
Line of Credit Facility, Dividends Payment, Maximum	$ 150.0
Line Of Credit Facility Dividend Restrictions Percentage Of Net Income Limit	25.00%
Line of Credit Facility Dividend Restrictions Percentage of Net Income Limit1	25.00%
Line of Credit Facility, Waiver to Pay Dividends, Maximum	$ 80.0	$ 80.0	$ 60.0
Credit Facility [Member]
Long-Term Debt, Weighted Average Interest Rate, at Point in Time	7.50%

Note 5 - Income Taxes (Details Textual) - USD ($)	12 Months Ended
Note 5 - Income Taxes (Details Textual) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Unrecognized Tax Benefits, Ending Balance	$ 438,000	$ 4,100,000
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities	3,700,000
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	346,000
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense, Total	$ 10,000	$ 10,000
Open Tax Year	2019

Note 5 - Income Taxes - Net Deferred Tax Liability (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Reserves and accrued liabilities	$ 13,244	$ 11,975
Other	1,597	1,597
Deferred Tax Assets, Gross, Total	14,841	13,572
Deferred tax liabilities:
Depreciation	148,285	135,306
Prepaid expenses	3,597	3,429
Deferred Tax Liabilities, Gross, Total	151,882	138,735
Net deferred tax liability	$ 137,041	$ 125,163

Note 8 - Share Repurchase Program (Details Textual)		3 Months Ended							12 Months Ended
Note 8 - Share Repurchase Program (Details Textual)	Aug. 13, 2020	Dec. 31, 2022 USD ($) shares	Sep. 30, 2022 shares	Jun. 30, 2022 USD ($) shares	Mar. 31, 2022 USD ($) shares	Dec. 31, 2021 shares	Sep. 30, 2021 shares	Mar. 31, 2020 USD ($) shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2020 USD ($)	May 03, 2022 USD ($) shares	Aug. 31, 2020 shares	Aug. 31, 2019 USD ($) shares
Stock Repurchase Program, Authorized Amount \| $											$ 50,000,000.0		$ 34,000,000
Stock Repurchase Program, Number of Shares Authorized to be Repurchased (in shares) \| shares											3,100,000	2,700,000	1,800,000
Stock Repurchased and Retired During Period, Shares (in shares) \| shares		0	0	963,000	1,300,000	0	0	53,064
Stock Repurchased and Retired During Period, Value \| $				$ 16,800,000	$ 25,000,000.0			$ 597,000	$ 41,753,000	$ 597,000
Stock Repurchase Program, Remaining Authorized Repurchase Amount \| $		$ 33,200,000							$ 33,200,000
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased (in shares) \| shares		2,200,000							2,200,000
Stock Split To [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	3
Stock Split from [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	2

Note 9 - Dividends (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended													12 Months Ended
	Dec. 31, 2020	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Oct. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Common Stock, Dividends, Per Share, Declared														$ 0.027	$ 0.24	$ 0.66	$ 0.633
Payments of Ordinary Dividends, Common Stock															$ 19,563	$ 54,735	$ 52,366
Paid Quarterly [Member]
Common Stock, Dividends, Per Share, Declared		$ 0.06	$ 0.06	$ 0.06	$ 0.06	$ 0.04		$ 0.04	$ 0.04	$ 0.04	$ 0.04	$ 0.04	$ 0.027
Payments of Ordinary Dividends, Common Stock															$ 19,600	$ 54,700	$ 52,400
Special Dividend [Member]
Common Stock, Dividends, Per Share, Declared	$ 0.50						$ 0.50