FORWARD-LOOKING INFORMATION
Certain information included in this Quarterly Report on Form 10-Q constitutes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may relate to expected future financial and operating results or events, and are thus prospective. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, excess capacity in the trucking industry; surplus inventories; recessionary economic cycles and downturns in customers' business cycles; increases or rapid fluctuations in fuel prices, interest rates, fuel taxes, tolls, license and registration fees; the resale value of the Company's used equipment and the price of new equipment; increases in compensation for and difficulty in attracting and retaining qualified drivers and owner-operators; increases in insurance premiums and deductible amounts relating to accident, cargo, workers' compensation, health, and other claims; unanticipated increases in the number or amount of claims for which the Company is self insured; inability of the Company to continue to secure acceptable financing arrangements; seasonal factors such as harsh weather conditions that increase operating costs; competition from trucking, rail, and intermodal competitors including reductions in rates resulting from competitive bidding; the ability to identify acceptable acquisition candidates, consummate acquisitions, and integrate acquired operations; a significant reduction in or termination of the Company's trucking service by a key customer; and other factors, including risk factors, included from time to time in filings made by the Company with the SEC. The Company undertakes no obligation to update or clarify forward-looking statements, whether as a result of new information, future events or otherwise.

CRITICAL ACCOUNTING POLICIES
There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, included in our Form 10-K for the fiscal year ended December 31, 2008.

BUSINESS OVERVIEW
The Company's administrative headquarters are in Tontitown, Arkansas. From this location we manage operations conducted through wholly owned subsidiaries based in various locations around the United States and Canada. The operations of these subsidiaries can generally be classified into either truckload services or brokerage and logistics services. Truckload services include those transportation services in which we utilize company owned trucks or owner-operator owned trucks. Brokerage and logistics services consist of services such as transportation scheduling, routing, mode selection, transloading and other value added services related to the transportation of freight which may or may not involve the usage of company owned or owner-operator owned equipment. Both our truckload operations and our brokerage/logistics operations have similar economic characteristics and are impacted by virtually the same economic factors as discussed elsewhere in this Report. All of the Company's operations are in the motor carrier segment.

For both operations, substantially all of our revenue is generated by transporting freight for customers and is predominantly affected by the rates per mile received from our customers, equipment utilization, and our percentage of non-compensated miles. These aspects of our business are carefully managed and efforts are continuously underway to achieve favorable results. Truckload services revenues, excluding fuel surcharges, represented 85.7% and 90.6% of total revenues, excluding fuel surcharges for the three months ended March 31, 2009 and 2008, respectively with remaining revenues, excluding fuel surcharges, being generated from brokerage and logistics services.

The main factors that impact our profitability on the expense side are costs incurred in transporting freight for our customers. Currently our most challenging costs include fuel, driver recruitment, training, wage and benefit costs, independent broker costs (which we record as purchased transportation), insurance, and maintenance and capital equipment costs.

In discussing our results of operations we use revenue, before fuel surcharge, (and fuel expense, net of surcharge), because management believes that eliminating the impact of this sometimes volatile source of revenue allows a more consistent basis for comparing our results of operations from period to period. During the three months ended March 31, 2009 and 2008, approximately $5.5 million and $19.4 million, respectively, of the Company's total revenue was generated from fuel surcharges. We may also discuss certain changes in our expenses as a percentage of revenue, before fuel surcharge, rather than absolute dollar changes. We do this because we believe the high variable cost nature of certain expenses makes a comparison of changes in expenses as a percentage of revenue more meaningful than absolute dollar changes.

RESULTS OF OPERATIONS - TRUCKLOAD SERVICES
The following table sets forth, for truckload services, the percentage
relationship of expense items to operating revenues, before fuel surcharges, for
the periods indicated. Fuel costs are shown net of fuel surcharges.

                                                        Three Months Ended
                                                             March 31,
                                                         2009          2008
                                                           (percentages)

        Operating revenues, before fuel surcharge          100.0        100.0

        Operating expenses:
        Salaries, wages and benefits                        45.6         43.4
        Fuel expense, net of fuel surcharge                 14.5         23.2
        Rent and purchased transportation                    2.6          2.8
        Depreciation                                        17.1         11.5
        Operating supplies and expenses                     12.4         10.2
        Operating taxes and licenses                         6.2          5.6
        Insurance and claims                                 5.9          5.8
        Communications and utilities                         1.3          1.0
        Other                                                2.1          1.6
        (Gain) loss on sale or disposal of property         (0.1 )        0.3
        Total operating expenses                           107.6        105.4
        Operating loss                                      (7.6 )       (5.4 )
        Non-operating expense                               (1.7 )       (0.3 )
        Interest expense                                    (1.3 )       (0.7 )
        Loss before income taxes                           (10.6 )       (6.4 )

THREE MONTHS ENDED MARCH 31, 2009 VS. THREE MONTHS ENDED MARCH 31, 2008

For the quarter ended March 31, 2009, truckload services revenue, before fuel surcharges, decreased 34.1% to $51.6 million as compared to $78.4 million for the quarter ended March 31, 2008. The decrease was primarily due to a decrease in the number of miles traveled from 62.1 million miles during the first quarter of 2008 to 40.6 million miles during the first quarter of 2009. The comparative decrease in miles traveled resulted primarily from a decrease in equipment utilization and a decrease in the average number of revenue generating trucks. During the first quarter of 2009, the continued weak demand for our services had a negative impact on our equipment utilization and contributed to a decrease in the average number of miles traveled per truck each work day from 472 miles during the first quarter of 2008 to 363 miles during the first quarter of 2009. Also contributing to the decrease in miles traveled was a decrease in the number of trucks utilized in our operations from 2,053 trucks during the first quarter of 2008 to 1,777 trucks during the first quarter of 2009 as we continue to downsize our operations in response to reduced demand in the truckload freight market.

Salaries, wages and benefits increased from 43.4% of revenues, before fuel surcharges, in the first quarter of 2008 to 45.6% of revenues, before fuel surcharges, during the first quarter of 2009. The increase, as a percentage of revenue, relates to the interaction of expenses with fixed-cost characteristics, such as general and administrative wages, maintenance wages, operations wages, and payroll taxes with a decrease in revenues for the periods compared. On a dollar basis, salaries, wages and benefits decreased from $34.0 million during the first quarter of 2008 to $23.6 million during the first quarter of 2009 as the number of company driver compensated miles decreased from 62.1 million miles during the first quarter of 2008 to 40.6 million miles during the first quarter of 2009. Also contributing to the decrease on a dollar basis was a decrease in amounts paid for driver lease expense and a decrease in amounts expensed for employee health benefits. Driver lease expense, which is a component of salaries, wages and benefits, decreased as the average number of owner-operators under contract decreased from 54 during the first quarter of 2008 to 33 during the first quarter of 2009.

Fuel expense, net of fuel surcharge, decreased from 23.2% of revenues, before fuel surcharges, during the first quarter of 2008 to 14.5% of revenues, before fuel surcharges, during the first quarter of 2009, which, on a dollar basis, represented a decrease from $18.2 million during the first quarter of 2008 to $7.5 million during the first quarter of 2009. The decrease was related to a decrease in the average surcharge-adjusted fuel price paid per gallon of diesel fuel from $1.77 during the first quarter of 2008 to an average cost of $1.21 during the first quarter of 2009. Fuel surcharge collections vary from period to period as they are generally based on changes in fuel prices from period to period so that during periods of rising fuel prices fuel surcharge collections increase while fuel surcharge collections decrease during periods of falling fuel prices.

Rent and purchased transportation decreased from 2.8% of revenues, before fuel surcharges, during the first quarter of 2008 to 2.6% of revenues, before fuel surcharges, during the first quarter of 2009. The decrease relates to a decrease in amounts paid to third party transportation companies for intermodal services for the periods compared.

Depreciation increased from 11.5% of revenues, before fuel surcharges, during the first quarter of 2008 to 17.1% of revenues, before fuel surcharges, during the first quarter of 2009. The increase, as a percentage of revenue, relates to the interaction of lower revenues during the first quarter of 2009 as compared to the first quarter of 2008 and the fixed-cost nature of depreciation expense. On a dollar basis, depreciation decreased from $9.0 million during the first quarter of 2008 to $8.8 million during the first quarter of 2009 as the Company continues to reduce the size of its truck fleet in response to reduced demand in the truckload freight market.

Operating supplies and expenses increased from 10.2% of revenues, before fuel surcharges, during the first quarter of 2008 to 12.4% of revenues, before fuel surcharges, during the first quarter of 2009. The increase, as a percentage of revenue, relates to the interaction of expenses with fixed-cost characteristics, such as routine equipment maintenance costs, drop lot rentals, and new tire amortization with a decrease in revenues for the periods compared. On a dollar basis, operating supplies and expenses decreased from $8.0 million during the first quarter of 2008 to $6.4 million during the first quarter of 2009 primarily due to a decrease in amounts paid for driver recruiting and tractor repairs.

Operating taxes and licenses increased from 5.6% of revenues, before fuel surcharges, during the first quarter of 2008 to 6.2% of revenues, before fuel surcharges, during the first quarter of 2009. As a percentage of revenue, the increase relates to the interaction of expenses with fixed-cost characteristics, such as registration fees, with a decrease in revenues for the periods compared. On a dollar basis, operating taxes and licenses decreased from $4.4 million during the first quarter of 2008 to $3.2 million during the first quarter of 2009. The dollar-based decrease relates primarily to a decrease in amounts paid for federal and state fuel taxes as fewer gallons of fuel were purchased and used during the first quarter of 2009 as compared to the first quarter of 2008.

Insurance and claims increased from 5.8% of revenues, before fuel surcharges, during the first quarter of 2008 to 5.9% of revenues, before fuel surcharges, during the first quarter of 2009. On a dollar basis, insurance and claims expense decreased from $4.5 million during the first quarter of 2008 to $3.0 million during the first quarter of 2009. The dollar-based decrease relates primarily to a decrease in auto liability insurance premiums for the periods compared. During the first quarter of 2009, the number of miles traveled, which serves as the basis for calculating auto liability insurance premiums, decreased to 40.6 million from 62.1 million miles during the first quarter of 2008.

The truckload services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, increased from 105.4% for the first quarter 2008 to 107.6% for the first quarter of 2009.

RESULTS OF OPERATIONS - LOGISTICS AND BROKERAGE SERVICES
The following table sets forth, for logistics and brokerage services, the
percentage relationship of expense items to operating revenues, before fuel
surcharges, for the periods indicated. Brokerage service operations occur
specifically in certain divisions; however, brokerage operations occur
throughout the Company in similar operations having substantially similar
economic characteristics. Rent and purchased transportation, which includes
costs paid to third party carriers, are shown net of fuel surcharges.

                                                               Three Months Ended
                                                                    March 31,
                                                                2009          2008
                                                                  (percentages)

  Operating revenues, before fuel surcharge                       100.0        100.0

  Operating expenses:
  Salaries, wages and benefits                                      5.8          6.2
  Fuel expense                                                      0.0          0.0
  Rent and purchased transportation, net of fuel surcharge         89.1         88.6
  Depreciation                                                      0.0          0.0
  Operating supplies and expenses                                   0.0          0.0
  Operating taxes and licenses                                      0.0          0.0
  Insurance and claims                                              0.1          0.1
  Communications and utilities                                      0.3          0.3
  Other                                                             1.0          1.4
  (Gain) loss on sale or disposal of property                       0.0          0.0
  Total operating expenses                                         96.3         96.6
  Operating income                                                  3.7          3.4
  Non-operating income                                              0.0          0.0
  Interest expense                                                 (0.1 )       (0.3 )
  Income before income taxes                                        3.6          3.1

THREE MONTHS ENDED MARCH 31, 2009 VS. THREE MONTHS ENDED MARCH 31, 2008

For the quarter ended March 31, 2009, logistics and brokerage services revenue, before fuel surcharges, increased 6.6% to $8.6 million as compared to $8.1 million for the quarter ended March 31, 2008. The increase was primarily the result of an increase in the number of loads brokered during the first quarter of 2009 as compared to the first quarter of 2008.

Rent and purchased transportation increased from 88.6% of revenues, before fuel surcharges, during the first quarter of 2008 to 89.1% of revenues, before fuel surcharges during the first quarter of 2009. The increase relates to an increase in amounts charged by third party logistics and brokerage service providers.

The logistics and brokerage services division operating ratio, which measures the ratio of operating expenses, net of fuel surcharges, to operating revenues, before fuel surcharges, decreased from 96.6% for the first quarter 2008 to 96.3% for the first quarter of 2009.

RESULTS OF OPERATIONS - COMBINED SERVICES

THREE MONTHS ENDED MARCH 31, 2009 VS. THREE MONTHS ENDED MARCH 31, 2008

Net loss for all divisions was approximately $3.3 million, or 5.6% of revenues, before fuel surcharge for the first quarter of 2009 as compared to net loss of $2.8 million or 3.3% of revenues, before fuel surcharge for the first quarter of 2008. The increase in loss resulted in an increase in diluted loss per share from $0.29 for the first quarter of 2008 to a diluted loss per share of $0.36 for the first quarter of 2009.

LIQUIDITY AND CAPITAL RESOURCES
The growth of our business has required, and will continue to require, a significant investment in new revenue equipment. Our primary sources of liquidity have been funds provided by operations, proceeds from the sales of revenue equipment, issuances of equity securities, borrowings under our line of credit, installment note agreements, and borrowings under our investment margin account.

During the first three months of 2009, we generated $6.0 million in cash from operating activities. Investing activities used $3.4 million in cash in the first three months of 2009. Financing activities used $3.0 million in cash in the first three months of 2009.

Our primary use of funds is for the purchase of revenue equipment. We typically use installment notes, our existing line of credit on an interim basis, proceeds from the sale or trade of equipment, and cash flows from operations, to finance capital expenditures and repay long-term debt.

Occasionally we finance the acquisition of revenue equipment through installment notes with fixed interest rates and terms ranging from 12 to 48 months. During the first three months of 2009, the Company's subsidiaries entered into installment obligations totaling approximately $6.7 million for the purpose of purchasing revenue equipment. These obligations are payable in 36 monthly installments at an interest rate of 5.45%.

During the remainder of 2009, we do not expect to purchase any new trucks or new trailers but will continue to sell or trade older equipment, which we expect will result in additional cash flow proceeds of approximately $5.0 million. Management believes we will be able to finance our near term needs for working capital over the next twelve months, as well as any planned capital expenditures during such period, with cash balances, cash flows from operations, and borrowings believed to be available from financing sources. We will continue to have significant capital requirements over the long-term, which may require us to incur debt or seek additional equity capital. The availability of additional capital will depend upon prevailing market conditions, the market price of our common stock and several other factors over which we have limited control, as well as our financial condition and results of operations. Nevertheless, based on our recent operating results, current cash position, anticipated future cash flows, and sources of financing that we expect will be available to us, we do not expect that we will experience any significant liquidity constraints in the foreseeable future.

During the first three months of 2009 we maintained a $30.0 million revolving line of credit. Amounts outstanding under the line of credit bear interest at LIBOR (determined as of the first day of each month) plus 1.25% (1.75% at March 31, 2009), are secured by our accounts receivable and mature on May 31, 2009; however, the Company has the intent and ability to extend the terms of this line of credit for an additional one year period until May 31, 2010. At March 31, 2009 outstanding advances on the line of credit were approximately $7.1 million, including $1.2 million in letters of credit, with availability to borrow $22.9 million.

Trade accounts receivable at March 31, 2009 decreased approximately $3.9 million as compared to December 31, 2008. The decrease relates to a general decrease in revenue, which flows through the accounts receivable account, during the first quarter of 2009 as compared to the revenues generated during the last quarter of 2008.

Prepaid expenses and deposits at March 31, 2009 increased approximately $2.5 million as compared to December 31, 2008. The primary reason for the increase relates to prepayment of tractor and trailer license fees. During the first quarter of 2009, approximately $2.7 million of the 2009 license fees were paid in advance. These prepaid license fees are amortized to expense throughout the year.

Marketable equity securities at March 31, 2009 decreased approximately $2.0 million as compared to December 31, 2008. The decrease was primarily attributable to changes in the market value of the investments, net of other-than-temporary write-downs of approximately $1.0 million. These securities have a combined cost basis of approximately $10.6 million and a combined fair market value of approximately $10.5 million. The Company has developed a strategy to invest in securities from which it expects to receive dividends that qualify for favorable tax treatment, as well as appreciate in value. During the first three months of 2009, the Company had net unrealized pre-tax losses of approximately $980,000 and received dividends of approximately $105,000. The holding term of these securities depends largely on the general economic environment, the equity markets, borrowing rates and the Company's cash requirements.

Revenue equipment, which generally consists of trucks, trailers, and revenue equipment accessories such as Qualcomm™ satellite tracking units, decreased approximately $7.3 million as compared to December 31, 2008. This decrease relates primarily to the completion of the process of turning in older trade tractors during the first quarter of 2009 for new tractors purchased in the December 2008. During the first quarter of 2009, the cost basis of revenue equipment either traded or sold was approximately $10.3 million. Partially offsetting the decrease related to trades or sales were first quarter 2009 purchases of auxiliary power units and the final group of replacement trailers related to the 2008 capital expenditures plan.

Accounts payable at March 31, 2009 decreased approximately $6.4 million as compared to December 31, 2008. The decrease was primarily related to $4.4 million of asset purchase accruals for assets purchased in December 2008 for which payment was not due until January 2009. The decrease also reflects a decrease of approximately $2.3 million in amounts reclassified to accounts payable as bank drafts outstanding at March 31, 2009 as compared to December 31, 2008.

Accrued expenses and other liabilities at March 31, 2009 decreased approximately $4.9 million as compared to December 31, 2008. The decrease is primarily related to the change in borrowings outstanding under the Company's margin account, which are secured by the Company's investments in marketable equity securities. During the first quarter of 2009 the Company repaid approximately $6.9 million of margin account borrowings which represented the entire December 31, 2008 ending balance. Partially offsetting the decrease was an increase in amounts accrued at March 31, 2009 for employee wages and benefits which can vary significantly throughout the year depending on many factors, including the timing of the actual date employees are paid in relation to the last day of the reporting period.

Long-term debt at March 31, 2009 increased approximately $5.3 million as compared to December 31, 2008. The increase is primarily related to the non-current portion of installment note borrowings of approximately $6.7 million during the first three months of 2009. Contributing to the increase was an increase of approximately $2.2 million in amounts payable on the Company's lines of credit as of March 31, 2009 when compared to amounts payable as of December 31, 2008.

NEW ACCOUNTING PRONOUNCEMENTS
See Note B to the condensed consolidated financial statements for a description of the most recent accounting pronouncements and their impact, if any, on the Company.