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 operating segment.

For both services, 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. For the three and nine month periods ended September 30, 2009, truckload services revenues, excluding fuel surcharges, represented 86.3% and 85.8% of total revenues, excluding fuel surcharges, with remaining revenues, excluding fuel surcharges, being generated from brokerage and logistics services. For the three and nine month periods ended September 30, 2008, truckload services revenues, excluding fuel surcharges, represented 89.7% and 89.7% of total revenues, excluding fuel surcharges, 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 and nine months ending September 30, 2009, approximately $9.1 million and $20.7 million, respectively, of the Company's total revenue was generated from fuel surcharges. During the three and nine months ending September 30, 2008 approximately $24.3 million and $69.9 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            Nine Months Ended
                                                  September 30,                September 30,
                                               2009           2008           2009          2008
                                                                (percentages)

Operating revenues, before fuel surcharge        100.0          100.0          100.0         100.0

Operating expenses:
Salaries, wages and benefits                      43.8           41.4           44.5          42.1
Fuel expense, net of fuel surcharge               15.9           20.0           15.5          22.0
Rent and purchased transportation                  2.9            3.5            2.6           3.1
Depreciation                                      14.3           12.7           15.8          12.2
Operating supplies and expenses                   11.3           10.2           12.1          10.1
Operating taxes and license                        5.5            5.4            6.0           5.5
Insurance and claims                               5.4            5.2            5.7           5.5
Communications and utilities                       1.1            0.9            1.2           0.9
Other                                              2.0            1.5            2.1           1.5
Loss on sale or disposal of property               0.4            1.0            0.2           0.4
Total operating expenses                         102.6          101.8          105.7         103.3
Operating loss                                    (2.6 )         (1.8 )         (5.7 )        (3.3 )
Non-operating income (expense)                    (0.3 )         (4.6 )         (0.5 )        (1.6 )
Interest expense                                  (1.0 )         (0.8 )         (1.1 )        (0.7 )
Loss before income taxes                          (3.9 )         (7.2 )         (7.3 )        (5.6 )

THREE MONTHS ENDED SEPTEMBER 30, 2009 VS. THREE MONTHS ENDED SEPTEMBER 30, 2008

For the quarter ended September 30, 2009, truckload services revenue, before fuel surcharges, decreased 20.3% to $58.4 million as compared to $73.3 million for the quarter ended September 30, 2008. The decrease was primarily due to a decrease in the number of miles traveled from 54.3 million miles during the third quarter of 2008 to 47.0 million miles during the third 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 third 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 460 miles during the third quarter of 2008 to 429 miles during the third quarter of 2009. Also contributing to the decrease in miles traveled was a decrease in the number of trucks utilized in our operations from 1,971 trucks during the third quarter of 2008 to 1,714 trucks during the third quarter of 2009 as we continue to downsize our operations in response to reduced demand in the truckload freight market. The effect of this reduced demand along with excess industry capacity has also had a negative impact on the average rate we have been able to charge for our services.

Salaries, wages and benefits increased from 41.4% of revenues, before fuel surcharges, in the third quarter of 2008 to 43.8% of revenues, before fuel surcharges, during the third 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 $30.4 million during the third quarter of 2008 to $25.6 million during the third quarter of 2009 as the number of company driver compensated miles decreased from 54.3 million miles during the third quarter of 2008 to 47.0 million miles during the third quarter of 2009. Also contributing to the decrease on a dollar basis was a decrease in amounts paid for driver lease expense and a pay rate cut for all employees. Driver lease expense, which is a component of salaries, wages and benefits, decreased as the average number of owner-operators under contract decreased from 40 during the third quarter of 2008 to 33 during the third quarter of 2009. Also, during June 2009, the Company implemented an across-the-board 5% employee pay rate reduction.

Fuel expense, net of fuel surcharge, decreased from 20.0% of revenues, before fuel surcharges, during the third quarter of 2008 to 15.9% of revenues, before fuel surcharges, during the third quarter of 2009, which, on a dollar basis, represented a decrease from $14.6 million during the third quarter of 2008 to $9.3 million during the third quarter of 2009. The decrease was related to both a decrease in the number of gallons of fuel purchased resulting from fewer miles traveled and a decrease in the average surcharge-adjusted price paid per gallon of fuel from $1.67 during the third quarter of 2008 to an average price of $1.32 paid during the third 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 3.5% of revenues, before fuel surcharges, during the third quarter of 2008 to 2.9% of revenues, before fuel surcharges, during the third 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 12.7% of revenues, before fuel surcharges, during the third quarter of 2008 to 14.3% of revenues, before fuel surcharges, during the third quarter of 2009. The increase, as a percentage of revenue, relates to the interaction of lower revenues during the third quarter of 2009 as compared to the third quarter of 2008 and the fixed-cost nature of depreciation expense. On a dollar basis, depreciation decreased from $9.3 million during the third quarter of 2008 to $8.3 million during the third 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 third quarter of 2008 to 11.3% of revenues, before fuel surcharges, during the third 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, driver layover payments, 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 $7.5 million during the third quarter of 2008 to $6.6 million during the third quarter of 2009 primarily due to a decrease in amounts paid for driver recruiting and outside tractor and trailer repairs.

Operating taxes and licenses increased from 5.4% of revenues, before fuel surcharges, during the third quarter of 2008 to 5.5% of revenues, before fuel surcharges, during the third 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 $4.0 million during the third quarter of 2008 to $3.2 million during the third 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 third quarter of 2009 as compared to the third quarter of 2008.

Insurance and claims increased from 5.2% of revenues, before fuel surcharges, during the third quarter of 2008 to 5.4% of revenues, before fuel surcharges, during the third quarter of 2009. On a dollar basis, insurance and claims expense decreased from $3.8 million during the third quarter of 2008 to $3.2 million during the third quarter of 2009. The dollar-based decrease relates primarily to a decrease in auto liability insurance premiums for the periods compared. During the third quarter of 2009, the number of miles traveled, which serves as the basis for calculating auto liability insurance premiums, decreased to 47.0 million from 54.3 million miles during the third quarter of 2008. The most recent auto liability insurance policy was also renewed at a lower rate and contributed to the dollar-based decrease for the periods compared.

Other expenses increased from 1.5% of revenues, before fuel surcharges, during the third quarter of 2008 to 2.0% of revenues, before fuel surcharges, during the third quarter of 2009. The increase relates primarily to an increase in uncollectible revenue expense.

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 101.8% for the third quarter 2008 to 102.6% for the third quarter of 2009.

NINE MONTHS ENDED SEPTEMBER 30, 2009 VS. NINE MONTHS ENDED SEPTEMBER 30, 2008

For the first nine months ended September 30, 2009, truckload services revenue, before fuel surcharges, decreased 28.0% to $163.3 million as compared to $226.8 million for the first nine months ended September 30, 2008. The decrease was primarily due to a decrease in the number of miles traveled from 174.0 million miles during the first nine months of 2008 to 130.5 million miles during the first nine months 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 nine months 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 458 miles during the first nine months of 2008 to 394 miles during the first nine months of 2009. Also contributing to the decrease in miles traveled was a decrease in the number of trucks utilized in our operations from 2,019 trucks during the first nine months of 2008 to 1,734 trucks during the first nine months of 2009 as we continue to downsize our operations in response to reduced demand in the truckload freight market. The effect of this reduced demand along with excess industry capacity has also had a negative impact on the average rate we have been able to charge for our services.

Salaries, wages and benefits increased from 42.1% of revenues, before fuel surcharges, in the first nine months of 2008 to 44.5% of revenues, before fuel surcharges, during the first nine months 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. Based on a dollar comparison, salaries, wages and benefits decreased from $95.4 million during the first nine months of 2008 to $72.6 million during the first nine months of 2009 as the number of driver compensated miles decreased from 174.0 million miles during the first nine months of 2008 to 130.5 million miles during the first nine months of 2009. Also contributing to the decrease on a dollar basis was a decrease in amounts paid for driver lease expense, a gain related to life insurance proceeds, and a pay rate cut for all employees. Driver lease expense, which is a component of salaries, wages and benefits, decreased as the average number of owner-operators under contract decreased from 46 during the first nine months of 2008 to 33 during the first nine months of 2009. During the first nine months of 2009, the Company recorded a one-time gain related to life insurance proceeds of $1.0 million due to the death of one of its former officers. Also, during June 2009, the Company implemented an across-the-board 5% employee pay rate reduction plan.

Rent and purchased transportation decreased from 3.1% of revenues, before fuel surcharges, during the first nine months of 2008 to 2.6% of revenues, before fuel surcharges, during the first nine months of 2009. The decrease relates to a decrease in amounts paid to third party transportation companies for intermodal services.

Depreciation increased from 12.2% of revenues, before fuel surcharges, during the first nine months of 2008 to 15.8% of revenues, before fuel surcharges, during the first nine months of 2009. The increase, as a percentage of revenue, relates to the interaction of lower revenues during the first nine months of 2009 as compared to the first nine months of 2008 and the fixed-cost nature of depreciation expense. On a dollar basis, depreciation decreased from $27.6 million during the first nine months of 2008 to $25.7 million during the first nine months of 2009 as the Company continues to reduce the size of its truck fleet in response to the continued weak demand in the truckload freight market.

Operating supplies and expenses increased from 10.1% of revenues, before fuel surcharges, during the first nine months of 2008 to 12.1% of revenues, before fuel surcharges, during the first nine months 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, driver layover payments, 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 $23.0 million during the first nine months of 2008 to $19.8 million during the first nine months of 2009 primarily due to a decrease in amounts paid for driver recruiting and outside tractor and trailer repairs.

Operating taxes and licenses increased from 5.5% of revenues, before fuel surcharges, during the first nine months of 2008 to 6.0% of revenues, before fuel surcharges, during the first nine months 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 $12.5 million during the first nine months of 2008 to $9.7 million during the first nine months 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 nine months of 2009 as compared to the first nine months of 2008.

Insurance and claims increased from 5.5% of revenues, before fuel surcharges, during the first nine months of 2008 to 5.7% of revenues, before fuel surcharges, during the first nine months of 2009. On a dollar basis, insurance and claims expense decreased from $12.5 million during the first nine months of 2008 to $9.3 million during the first nine months of 2009. The dollar-based decrease relates primarily to a decrease in auto liability insurance premiums for the periods compared. During the first nine months of 2009, the number of miles traveled, which serves as the basis for calculating auto liability insurance premiums, decreased to 130.5 million from 174.0 million miles during the first nine months of 2008. The most recent auto liability insurance policy was also renewed at a lower rate and contributed to the dollar-based decrease for the periods compared.

Other expenses increased from 1.5% of revenues, before fuel surcharges, during the first nine months of 2008 to 2.1% of revenues, before fuel surcharges, during the first nine months of 2009. The increase relates primarily to an increase in uncollectible revenue expense.

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 103.3% for the first nine months 2008 to 105.7% for the first nine months 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            Nine Months Ended
                                                  September 30,                September 30,
                                               2009           2008           2009          2008
                                                                (percentages)

Operating revenues, before fuel surcharge        100.0          100.0          100.0         100.0

Operating expenses:
Salaries, wages and benefits                       5.6            6.6            5.7           6.1
Rent and purchased transportation                 90.8           91.3           90.2          89.7
Operating supplies and expenses                    0.1            0.0            0.1           0.0
Insurance and claims                               0.1            0.1            0.1           0.1
Communications and utilities                       0.2            0.2            0.2           0.3
Other                                              1.1            1.2            1.0           1.0
Total operating expenses                          97.9           99.4           97.3          97.2
Operating income                                   2.1            0.6            2.7           2.8
Interest expense                                  (0.1 )         (0.2 )         (0.1 )        (0.2 )
Income before income taxes                         2.0            0.4            2.6           2.6

THREE MONTHS ENDED SEPTEMBER 30, 2009 VS. THREE MONTHS ENDED SEPTEMBER 30, 2008

For the quarter ended September 30, 2009, logistics and brokerage services revenue, before fuel surcharges, increased 10.4% to $9.3 million as compared to $8.4 million for the quarter ended September 30, 2008. The increase was primarily the result of an increase in the number of loads brokered during the third quarter of 2009 as compared to the third quarter of 2008.

Salaries, wages and benefits decreased from 6.6% of revenues, before fuel surcharges, during the third quarter of 2008 to 5.6% of revenues, before fuel surcharges, during the third quarter of 2009. The decrease, 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 an increase in revenues for the periods compared.

Rent and purchased transportation decreased from 91.3% of revenues, before fuel surcharges, during the third quarter of 2008 to 90.8% of revenues, before fuel surcharges, during the third quarter of 2009. The decrease relates to a decrease 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 99.4% for the third quarter 2008 to 97.9% for the third quarter of 2009.

NINE MONTHS ENDED SEPTEMBER 30, 2009 VS. NINE MONTHS ENDED SEPTEMBER 30, 2008

For the first nine months ended September 30, 2009, logistics and brokerage services revenue, before fuel surcharges, increased 3.7% to $27.0 million as compared to $26.1 million for the first nine months ended September 30, 2008. The increase was primarily the result of increased rates charged which were partially offset by a decrease in the number of loads brokered during the first nine months of 2009 as compared to the first nine months of 2008.

Salaries, wages and benefits decreased from 6.1% of revenues, before fuel surcharges, in the first nine months of 2008 to 5.7% of revenues, before fuel surcharges, during the first nine months of 2009. The decrease, 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 an increase in revenues for the periods compared.

. . .