The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited consolidated condensed financial statements and our Annual Report on Form 10-K for the year ended December 31, 2008. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those included in our Form 10-K, Part I, Item 1A for the year ended December 31, 2008. We do not assume, and specifically disclaim, any obligation to update any forward-looking statement contained in this report.

OVERVIEW

We generate our revenue from truckload, less-than-truckload ("LTL"), dedicated and brokerage services we provide to our customers. Generally, we are paid either by the mile, the weight or the number of trucks being utilized by our dedicated service customers. We also derive revenue from fuel surcharges, loading and unloading activities, equipment detention and other ancillary services. The main factors that affect our revenue are the rate per mile we receive from our customers, the percentage of miles for which we are compensated and the number of miles we generate with our equipment. These factors relate, among other things, to the United States economy, inventory levels, the level of truck capacity in the transportation industry and specific customer demand. We monitor our revenue production primarily through average revenue per truck per week, net of fuel surcharges, revenue-per-hundredweight for our LTL services, empty mile ratio, revenue per loaded (and total) miles, the number of linehaul shipments, loaded miles per shipment and the average weight per shipment.

For the first quarter of 2009 our operating revenue decreased by $24.5 million, or 21.0%. Operating revenue, net of fuel surcharges, decreased $10.7 million, or 11.4%, to $83.1 million from $93.7 million in 2008. Excluding fuel surcharges, our average truckload revenue-per-tractor-per-week decreased 7.1%, due to a decrease in our loaded truckload revenue per mile from $1.45 to $1.39, an increase in our empty mile ratio to 9.6% from 8.8%, a decrease in our intermodal business and an 10.1% decline in our LTL hundredweight. These declines were partially offset by an increase in our LTL revenue per hundredweight from $14.40 to $14.50. Our truckload revenue decreased by $6.4 million, or 10.8%. Due to continuing pricing pressures and excess capacity in the freight industry, our truckload revenue per loaded mile decreased to $1.39 per mile while our LTL revenue per hundredweight increased to $14.50 from $14.40 in 2008. Dedicated revenue represented 5.7% of our revenue in 2009 versus 5.1% in 2008 while brokerage revenue decreased to 2.6% of our revenues in 2009 compared to 3.1% in 2008.

Our profitability on the expense side is impacted by 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 total cost of insurance and claims. These expenses generally vary with the miles we drive, but also have a controllable component based on safety, fleet age, efficiency and other factors. Our main fixed costs relate to the acquisition and financing of long-term assets, such as revenue equipment and service centers. 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 fluctuated dramatically and quickly at various times during the last 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 service centers. To help further reduce fuel expense, we purchase tractors with opti-idle technology, which monitors the temperature of the cab and allows the engine to operate more efficiently while not on the road.

Our operating expenses as a percentage of operating revenue, or "operating ratio," was 109.2% for the first quarter of 2009 compared with 101.5% in 2008. Our operating expenses decreased at a lower rate than our revenue due to higher claims and insurance costs, increased equipment rent as our share of leased equipment increased, severance payments in the first quarter of 2009 and non-recurring gains realized in the first quarter of 2008. Our loss per basic and diluted share increased to $0.36 in 2009 compared to $0.05 in 2008.

Our business requires substantial, ongoing capital investments, particularly for new tractors and trailers. At March 31, 2009, we had no outstanding borrowings under our credit facility and $100 million in shareholders' equity. In the first quarter of 2009, we added approximately $2.7 million of new revenue equipment, net of proceeds from dispositions, and recognized a gain of $134,000 on the disposition of used equipment. These capital expenditures were funded with cash flows from operations. We estimate that capital expenditures, net of proceeds from dispositions, will range from $18-$23 million in 2009, which would be higher than our historical levels due to our tractor replacement schedule and the capital required to consolidate two of our facilities into one location in New Jersey.

The following table summarizes and compares the significant components of revenue and presents our operating ratio and revenue per truck per week for each of the three-month periods ended March 31:

Revenue from: (a)                               2009          2008
Temperature-controlled fleet                  $  32,586     $  34,635
Dry-freight fleet                                14,534        18,177
Total truckload linehaul services                47,120        52,812
Dedicated fleets                                  5,286         5,956
Total truckload                                  52,406        58,768
Less-than-truckload linehaul services            27,033        29,854
Fuel surcharges                                   9,157        22,994
Brokerage                                         2,441         3,594
Equipment rental                                  1,170         1,520
Total revenue                                    92,207       116,730

Operating expenses                              100,728       118,446
Loss from freight operations                  $  (8,521 )   $  (1,716 )
Operating ratio (b)                               109.2 %       101.5 %

Total truckload revenue                       $  52,406     $  58,768
Less-than-truckload revenue                      27,033        29,854
Total linehaul and dedicated fleet revenue    $  79,439     $  88,622

Weekly average trucks in service                  1,997         2,046
Revenue per truck per week (c)                $   3,094     $   3,332

Computational notes:
(a) Revenue and expense amounts are stated in thousands of dollars.
(b) Operating expenses divided by total revenue.
(c) Average daily revenue, times seven, divided by weekly average trucks in service.

The following table summarizes and compares selected statistical data relating to our freight operations for each of the three-month periods ended March 31:

Truckload                                     2009            2008
  Total linehaul miles (a)                      37,456          40,066
  Loaded miles (a)                              33,855          36,545
  Empty mile ratio (b)                             9.6 %           8.8 %
  Linehaul revenue per total mile (c)      $      1.26     $      1.32
  Linehaul revenue per loaded mile (d)     $      1.39     $      1.45
  Linehaul shipments (a)                          36.6            36.1
  Loaded miles per shipment (e)                    925           1,012
LTL
  Hundredweight                              1,864,253       2,073,816
  Shipments (a)                                   61.6            66.7
  Linehaul revenue per hundredweight (f)   $     14.50     $     14.40
  Linehaul revenue per shipment (g)        $       439     $       447
  Average weight per shipment (h)                3,029           3,107

Computational notes:
(a) Amounts are stated in thousands.
(b) Total truckload linehaul miles less truckload loaded miles, divided by total truckload linehaul miles.
(c) Revenue from truckload linehaul services divided by total truckload linehaul miles.
(d) Revenue from truckload linehaul services divided by truckload loaded miles.
(e) Total truckload loaded miles divided by number of truckload linehaul shipments.
(f) LTL revenue divided by LTL hundredweight.
(g) LTL revenue divided by number of LTL shipments.
(h) LTL hundredweight times one hundred divided by number of shipments.

The following table summarizes and compares the makeup of our fleets between company-provided tractors and tractors provided by independent contractors as of March 31:

                          2009        2008
Total company-provided     1,551       1,485
Total owner-operator         415         544
Tractors in service        1,966       2,029
Trailers in service        3,996       4,156

Comparison of Three Months Ended March 31, 2009 to Three Months Ended March 31, 2008

The following table sets forth revenue, operating income, operating ratios and revenue per truck per week and the dollar and percentage changes of each:

                                                                                               Percentage
                                                                                                 Change
                                                                              Dollar Change     2009 vs.
Revenue from (a)                                 2009            2008         2009 vs. 2008       2008
Temperature-controlled fleet                  $   32,586      $   34,635      $       (2,049 )       (5.9 ) %
Dry-freight fleet                                 14,534          18,177              (3,643 )      (20.0 )
Total truckload linehaul services                 47,120          52,812              (5,692 )      (10.8 )
Dedicated fleets                                   5,286           5,956                (670 )      (11.2 )
Total truckload                                   52,406          58,768              (6,362 )      (10.8 )
Less-than-truckload linehaul services             27,033          29,854              (2,821 )       (9.4 )
Fuel surcharges                                    9,157          22,994             (13,837 )      (60.2 )
Brokerage                                          2,441           3,594              (1,153 )      (32.1 )
Equipment rental                                   1,170           1,520                (350 )      (23.0 )
Total revenue                                     92,207         116,730             (24,523 )      (21.0 )

Operating expenses                               100,728         118,446             (17,718 )      (15.0 )
Loss from operations                          $   (8,521 )    $   (1,716 )    $       (6,805 )      396.6   %
Operating ratio (b)                                109.2 %         101.5 %

Total truckload revenue                       $   52,406      $   58,768      $       (6,362 )      (10.8 ) %
Less-than-truckload linehaul revenue              27,033          29,854              (2,821 )       (9.4 )
Total linehaul and dedicated fleet revenue    $   79,439      $   88,622      $       (9,183 )      (10.4 ) %

Weekly average trucks in service                   1,997           2,046                 (49 )       (2.4 ) %
Revenue per truck per week (c)                $    3,094      $    3,332      $         (238 )       (7.1 ) %

Computational notes:
(a) Revenue and expense amounts are stated in thousands of dollars.
(b) Operating expenses divided by total revenue.
(c) Average daily revenue, times seven, divided by weekly average trucks in service.

Total revenue decreased $24.5 million, or 21.0%, to $92.2 million in 2009 from $116.7 million in 2008. Excluding fuel surcharges our revenue decreased $10.7 million, or 11.4%, to $83.1 million from $93.7 million in 2008.

Truckload revenue, excluding fuel surcharges, decreased $6.4 million, or 10.8%, to $52.4 million from $58.8 million in 2008. Truckload revenues declined primarily due to continued pricing pressures and excess capacity in the industry driving down loaded miles 7.4% to 33.8 million from 36.5 million in 2008. As a result, our empty mile ratio increased from 8.8% in 2008 to 9.6% in 2009. During 2008, the Company continued to focus on providing services within our preferred networks; however, intermodal loads decreased to optimize utility with our existing fleet. Our weighted average trucks utilized in our truckload services decreased from 1,012 to 925. Due to the challenging freight environment, our ability to increase truckload rates was limited throughout 2008 and into 2009. Our revenue per loaded mile declined to $1.39 in 2009 from $1.45 in 2008.

Our dry fleet revenue declined 20% during 2009 primarily due to a decline in total tonnage shipped. Excess capacity within the transportation industry resulted in increased competition for less available freight, which put downward pressure on pricing. At the end of the first quarter of 2009, we operated 78 tractors in our dedicated fleet business compared to 97 a year ago due to a loss in business.

Less-than-truckload revenue decreased $2.8 million, or 9.4%, to $27.0 million from $29.9 million. The decline in revenue was primarily driven by increased competition in the LTL market and a decrease in total weight shipped as we focused on maintaining our margins. Total weight shipped for the quarter declined 10.1% to 186.4 million pounds from 207.4 million pounds in 2008. The Company implemented a general rate increase during mid-2008, which helped drive the revenue-per-hundredweight to $14.50 in the first quarter 2009 from $14.40 in the first quarter of 2008; however, the increase was partially offset by other pricing pressures within the industry.

Fuel surcharges represent the cost of fuel that we are able to pass along to our customers based upon changes in the Department of Energy's weekly indices. The cost of fuel has decreased from the first quarter of 2008, resulting in decreased fuel surcharges of $13.8 million, or 60.2% for the quarter. The lower fuel surcharge is offset by decreased fuel costs to the Company within fuel and purchased transportation expenses.

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

                                              (in thousands)    Percentage
                                              Dollar Change       Change       Percentage of Revenue
                                                                 2009 vs
                                               2009 vs 2008        2008          2009          2008
Revenue                                      $        (24,523 )      (21.0 )%      100.0 %       100.0 %

Operating Expenses
   Salaries, wages and related expenses                 1,004          3.3          34.4          26.3
   Purchased transportation                           (10,092 )      (32.9 )        22.3          26.3
   Fuel                                               (10,524 )      (43.3 )        14.9          20.8
   Supplies and maintenance                              (597 )       (4.6 )        13.3          11.0
   Revenue equipment rent                               1,863         23.5          10.6           6.8
   Depreciation                                          (196 )       (4.1 )         5.0           4.1
   Communications and utilities                           183         16.9           1.4           0.9
   Claims and insurance                                   329          7.9           4.9           3.6
   Operating taxes and licenses                           221         20.7           1.4           0.9
   Gain on sale of property and equipment                 126        (48.5 )        (0.1 )        (0.2 )
   Miscellaneous                                          (35 )       (3.1 )         1.1           1.0
Total Operating Expenses                     $        (17,718 )      (15.0 )%      109.2 %       101.5 %

Total operating expenses for 2009 decreased $17.7 million, or 15.0%, to $100.7 million from $118.4 million in 2008. As a result of the decline in revenue and the decrease in operating expenses, the operating ratio increased to 109.2% from 101.5% in 2008.

Salaries, wages and related expenses consist of compensation for our employees, including drivers and non-drivers. It also includes employee-related costs, including the costs of payroll taxes, work-related injuries, group health insurance, 401(k) plan contributions and other fringe benefits. The most variable of these salary, wage and related expenses is driver pay, which is affected by the mix of company drivers and owner-operators in our fleets as well as our efficiencies in our over-the-road operations. Driver salaries including per diem costs increased $939,000, or 5.5%, primarily due to a shift from independent contractors to company drivers. Non-driver salaries decreased $1.0 million driven by a reduction in non-driver headcount partially offset by severance of $483,000 incurred in the quarter. Group health insurance costs increased by $1.1 million due to an increase in quantity and severity of claims incurred in the quarter.

Purchased transportation expense consists of payments to independent contractors for the equipment and services they provide, payments to other motor carriers who handle our brokerage services and to various railroads for intermodal services. It also includes fuel surcharges paid to our independent contractors for which we charge our customers. These expenses are highly variable with revenue and/or the mix of company drivers versus independent contractors. Purchased transportation expense decreased $10.1 million, or 32.9%, in 2009 from 2008. Purchased transportation expense related to our intermodal service decreased by $1.4 million including fuel surcharges, or 29.6%, compared to 2008 as our intermodal movements declined. The portion of our purchased transportation connected with our TL and LTL services decreased $2.9 million, including fuel surcharges, primarily reflecting a decrease in the number of independent contractors utilized during the first quarter of 2009. Purchased transportation associated with our brokerage services decreased $1.4 million, or 48.1%, compared to 2008, as the result of a similar decrease in brokerage revenue. Fuel payments to our independent contractors decreased from $6.4 million in the first quarter of 2008 to $2.0 million in the first quarter of 2009 due to a decline in fuel surcharges and a decrease in our utilization of independent contractors.

Fuel expense and fuel taxes decreased by $10.5 million, or 43.3%, to $13.8 million from $24.3 million in 2008. The decrease was primarily due to a 37.7% decline in the Department of Energy's Fuel Index. A 3.4% improvement in miles per gallon to 6.09 in 2009 from 5.89 in 2008 also contributed to the decrease. The increase in miles per gallon was primarily driven by decreasing our speed from 65 to 62 miles per hour during mid-2008. The majority of our tractors are equipped with opti-idle technology which monitors the temperature of the cab and allows the engine to operate more efficiently while not on the road. We have fuel surcharge provisions in substantially all of our transportation contracts and attempt to recover a portion of increasing fuel prices through fuel surcharges and rates to our customers.

Supplies and maintenance expenses primarily consist of repairs, maintenance and tires along with load specific expenses including loading/unloading, tolls, pallets, pickup and delivery and recruiting. Supplies and maintenance costs decreased $597,000, or 4.6%, from 2008 and also declined as a percentage of total revenue to 13.3% from 11.0%. This decrease was primarily driven by lower recruiting costs of approximately $419,000 as fewer drivers were recruited. Significant repairs to our equipment are generally covered by manufacturers' warranties.

Total revenue equipment rent increased $1.9 million, or 23.5%, to $9.8 million from $7.9 million in 2008. The increase is primarily due to an increase in the average number of tractors under lease at the end of March 2009 of 1,290 compared to 1,101 at the end of March 2008 and the increase in the average cost of equipment as we replace older equipment with new equipment and as our leased versus owned ratio increases. We expect equipment rent expense to increase in future periods as a result of higher prices of new equipment.

Depreciation relates to owned tractors, trailers, communications units, service centers and other assets. Gains or losses on dispositions of revenue equipment are set forth in a separate line item within our statements of operations. Depreciation expense decreased $196,000, or 4.1%, as older equipment was disposed and replaced with newer leased equipment. Depreciation expense is also dependent upon the mix of company-owned equipment versus independent contractors. 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 is expected to result in greater depreciation. Future depreciation expense will be impacted by our leasing decisions.

Claims and insurance expenses consist of the costs of premiums for insurance accruals we make within our self-insured retention amounts, primarily for personal injury, property damage, physical damage and cargo claims. These expenses will vary and are dependent on the frequency and severity of accidents, our self-insured retention amounts and the insurance market. Claims and insurance costs increased by $329,000, or 7.9%, to $4.5 million from $4.2 million in 2008. The increase was primarily due to an increase in the severity of claims incurred. The Company is responsible for the first $4.0 million on personal injury and property damage liability claims and 25% of the claim amount between $4.0 million and $10.0 million. The Company has excess coverage from $10.0 million to $50.0 million. Our significant self-insured retention exposes us to the possibility of significant fluctuations in claims expense between periods depending on the frequency, severity and timing of claims and to adverse financial results if we incur large or numerous losses. In the event of an uninsured claim above our insurance coverage, a claim that approaches the maximum self-insured retention level, or an increase in the frequency or severity of claims within our self-insured retention, our financial condition and results of operations could be materially and adversely affected.

As a result of factors described above, our net loss increased to $6.1 million compared to a net loss of $825,000 in 2008. Our net loss per share increased to $0.36 per diluted share from a loss of $0.05 per diluted share in 2008.

LIQUIDITY AND CAPITAL RESOURCES

Our business requires substantial, ongoing capital investments, particularly for new tractors and trailers. Our primary sources of liquidity are funds provided by operations, our secured revolving credit facility and our ability to enter into equipment leases with various financing institutions. 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. However, to the extent we purchase tractors and extend financing to the independent contractors through our tractor purchase program, we have an associated capital expenditure requirement.

In November 2007, our Board of Directors approved a share repurchase program to repurchase up to one million shares of our common stock. This program is intended to be implemented through purchases made in either the open market or through private transactions. The timing and extent to which we will repurchase shares depends on market conditions and other corporate considerations. We made no purchases in 2008 or 2009 and have available approximately 1.1 million shares that can be repurchased from that and previous authorizations. The repurchase program does not have an expiration date.

The table below reflects our net cash flows provided by (used in) operating activities, investing activities and financing activities and outstanding debt, including current maturities, for the periods indicated.

                                                                         (in thousands)
                                                                  Three Months Ended March 31,
                                                                    2009                 2008
Net cash flows provided by (used in) operating activities      $        7,556       $       (1,737 )
Net cash flows (used in) provided by investing activities              (2,376 )                709
Net cash flows (used in) provided by financing activities                (556 )              3,059
Debt at March 31                                                            -                3,500

For the three months ended March 31, 2009, we purchased $6.7 million of new revenue equipment, and recognized a gain of $134,000 on the disposition of used equipment. We generated $7.6 million of cash flows from operating activities primarily driven by depreciation and amortization, a decrease in our accounts receivable balances and relatively flat accounts payable balances as compared to our total expenditures. Our net capital expenditures were primarily funded with cash flows from operations. 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, current borrowing availability and sources of financing we expect to be available to us, we do not anticipate any significant liquidity constraints in the foreseeable future. We estimate that capital expenditures, net of proceeds from dispositions, will range from $18-$23 million in 2009, which will be higher than our historical levels due to our tractor replacement schedule and the consolidation of two facilities into one service . . .