-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SorUQazXjNhhmiSoljo9n+Al8m/AKV4SiaPsMZjEQ3eLYhUN5yuWtDVIm+tKQ8XZ +HTq7XTf7LQvD5RzsziE5Q== 0000912057-97-027115.txt : 19970813 0000912057-97-027115.hdr.sgml : 19970813 ACCESSION NUMBER: 0000912057-97-027115 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970812 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARTEN TRANSPORT LTD CENTRAL INDEX KEY: 0000799167 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 391140809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-15010 FILM NUMBER: 97656202 BUSINESS ADDRESS: STREET 1: 129 MARTEN ST CITY: MONDOVI STATE: WI ZIP: 54755 BUSINESS PHONE: 7159264216 MAIL ADDRESS: STREET 1: 3400 PLAZA VII STREET 2: 45 SOUTH SEVENTH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended: June 30, 1997 Commission File Number: 0-15010 MARTEN TRANSPORT, LTD. (Exact name of registrant as specified in its charter) Delaware 39-1140809 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 129 Marten Street, Mondovi, Wisconsin 54755 - ------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 715-926-4216 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 X No ------ ------ The number of shares outstanding of the registrant's Common Stock, par value $.01 per share, was 2,959,616 as of June 30, 1997. PART I: FINANCIAL INFORMATION Item 1. Financial Statements MARTEN TRANSPORT, LTD. CONDENSED BALANCE SHEETS (In thousands, except share information) (Unaudited) June 30, December 31, 1997 1996 --------- ------------ ASSETS Current assets: Cash and cash equivalents . . . . . . . . $ 3,457 $ 3,028 Receivables . . . . . . . . . . . . . . . 19,303 19,433 Prepaid expenses. . . . . . . . . . . . . 5,728 6,339 Deferred income taxes . . . . . . . . . . 3,171 3,456 -------- -------- Total current assets . . . . . . . . 31,659 32,256 Property and equipment: Revenue equipment, building and land, office equipment, and other . . . . . . 147,241 140,824 Accumulated depreciation. . . . . . . . . (37,758) (34,945) -------- -------- Net property and equipment . . . . . 109,483 105,879 Other assets . . . . . . . . . . . . . . . . 633 -- -------- -------- TOTAL ASSETS . . . . . . . . . . $141,775 $138,135 -------- -------- -------- -------- LIABILITIES AND SHAREHOLDERS' INVESTMENT Current liabilities: Accounts payable and accrued liabilities. $ 8,949 $ 11,024 Insurance and claims accruals . . . . . . 12,214 13,558 Current maturities of long-term debt. . . 21,938 20,100 -------- -------- Total current liabilities. . . . . . 43,101 44,682 Long-term debt, less current maturities. . . 35,451 33,505 Deferred income taxes. . . . . . . . . . . . 20,864 19,904 -------- -------- Total liabilities. . . . . . . . . . 99,416 98,091 Shareholders' investment: Common stock, $.01 par value per share, 10,000,000 shares authorized, 2,959,616 shares issued and outstanding . . . . . . . . . . . . 30 30 Additional paid-in capital. . . . . . . . 9,581 9,581 Retained earnings . . . . . . . . . . . . 32,748 30,433 -------- -------- Total shareholders' investment . . . 42,359 40,044 -------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT. . . .. $141,775 $138,135 -------- -------- -------- -------- The accompanying notes are an integral part of these balance sheets.
MARTEN TRANSPORT, LTD. CONDENSED STATEMENTS OF INCOME (In thousands, except per share amounts) (Unaudited) Three Months Six Months Ended June 30, Ended June 30, 1997 1996 1997 1996 ---- ---- ---- ---- OPERATING REVENUE. . . . . . . . . . $43,817 $35,979 $82,370 $70,588 OPERATING EXPENSES: Salaries, wages and benefits . . . 12,743 12,520 25,208 24,903 Purchased transportation . . . . . 9,165 4,617 16,019 8,620 Fuel and fuel taxes. . . . . . . . 6,362 6,662 12,834 12,787 Supplies and maintenance . . . . . 3,828 3,263 7,088 6,971 Depreciation . . . . . . . . . . . 4,278 3,945 8,480 7,782 Operating taxes and licenses . . . 854 826 1,657 1,610 Insurance and claims . . . . . . . 867 1,832 1,967 3,845 Communications and utilities . . . 521 422 1,042 868 Gain on disposition of revenue equipment. . . . . . . . . . . . (46) (465) (109) (1,593) Other. . . . . . . . . . . . . . . 1,127 995 2,307 2,111 ------- ------- ------- ------- Total operating expenses. . 39,699 34,617 76,493 67,904 ------- ------- ------- ------- OPERATING INCOME . . . . . . . . . . 4,118 1,362 5,877 2,684 OTHER EXPENSES (INCOME): Interest expense . . . . . . . . . 1,051 870 2,079 1,715 Interest income and other. . . . . (41) (28) (61) (52) ------- ------- ------- ------- INCOME BEFORE INCOME TAXES . . . . . 3,108 520 3,859 1,021 PROVISION FOR INCOME TAXES . . . . . 1,243 208 1,544 408 ------- ------- ------- ------- NET INCOME . . . . . . . . . . . . . $ 1,865 $ 312 $ 2,315 $ 613 ------- ------- ------- ------- ------- ------- ------- ------- NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE . . . . . . . . . $ 0.63 $ 0.11 $ 0.78 $ 0.21 ------- ------- ------- ------- ------- ------- ------- ------- Weighted average common and common equivalent shares outstanding. . . 2,967 2,964 2,967 2,963 ------- ------- ------- ------- ------- ------- ------- -------
The accompanying notes are an integral part of these statements. MARTEN TRANSPORT, LTD. CONDENSED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Six Months Ended June 30, 1997 1996 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Operations: Net income . . . . . . . . . . . . . . . $ 2,315 $ 613 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation . . . . . . . . . . . 8,480 7,782 Gain on disposition of revenue equipment. . . . . . . . . . . . (109) (1,593) Deferred tax provision . . . . . . 1,245 684 Changes in other current operating items. . . . . . . . . (2,678) 1,483 ------- ------- Net cash provided by operating activities. . . . . 9,253 8,969 ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Property additions: Revenue equipment, net . . . . . . . . . (11,780) (12,846) Building and land, office equipment, and other additions, net. . . . . . . (195) (272) Net change in other assets . . . . . . . . (633) -- ------- ------- Net cash used for investing activities. . . . . . . . . . (12,608) (13,118) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of common stock . . . . . . . . . -- 33 Long-term borrowings . . . . . . . . . . . 15,736 14,092 Repayment of long-term borrowings. . . . . (11,952) (10,608) ------- ------- Net cash provided by financing activities. . . . . 3,784 3,517 ------- ------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . 429 (632) CASH AND CASH EQUIVALENTS: Beginning of period. . . . . . . . . . . . 3,028 3,330 ------- ------- End of period. . . . . . . . . . . . . . . $ 3,457 $ 2,698 ------- ------- ------- ------- CASH PAID (RECEIVED) FOR: Interest . . . . . . . . . . . . . . . . . $ 2,085 $ 1,729 ------- ------- ------- ------- Income taxes . . . . . . . . . . . . . . . $ 4 $ (292) ------- ------- ------- ------- The accompanying notes are an integral part of these statements. NOTES TO FINANCIAL STATEMENTS (Unaudited) (1) Financial Statements The accompanying unaudited condensed financial statements reflect, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company's financial condition, results of operations, and cash flows as of June 30, 1997. The results of operations for any interim period are not necessarily indicative of results for the full year. The unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. RESULTS OF OPERATIONS Operating revenue for the second quarter of 1997 increased 21.8 percent over the same period of 1996. Operating revenue for the first six months of 1997 increased 16.7 percent over the same period last year. These increases were primarily the result of transporting additional freight associated with improved customer demand and a moderate increase in the Company's fleet. Marten's equipment utilization, measured by average miles per tractor, and average freight rates increased in 1997. Additionally, fuel surcharges implemented to partially offset an increase in the cost of diesel fuel represented 1.2 percent of revenue in the first half of 1997 compared with 0.6 percent for the first six months of 1996. Operating expenses as a percent of operating revenue for the second quarter of 1997 were 90.6 percent, compared with 96.2 percent for the second quarter of 1996. This ratio for the first six months of 1997 was 92.9 percent, compared with 96.2 percent in the same period of 1996. Most expense categories increased in 1997, due to transportation of additional freight and expansion of Marten's fleet. Marten continued to increase the number of independent contractor-owned vehicles in 1997, resulting in an increase in purchased transportation expense. The Company's use of independent contractor-owned vehicles reduced the following expenses relative to revenue: salaries, wages and benefits expense, fuel and fuel taxes expense, and supplies and maintenance expense. These expenses are assumed by the independent contractors. Fuel and fuel taxes expense was also impacted by fluctuations in the price of diesel fuel in 1997. Fuel prices increased in the first quarter and decreased in the second quarter when compared with the same periods of 1996. Insurance and claims expense in 1997 decreased due to continued favorable accident experience combined with adequate loss reserves. Gain on disposition of revenue equipment significantly decreased in 1997, primarily due to a decrease in the market value realized for used revenue equipment. Interest expense as a percent of revenue for the three months and six months ended June 30, 1997, remained at 1996 levels. Marten recorded net income of $1,865,000, or 63 cents per share, for the second quarter of 1997, compared with net income of $312,000, or 11 cents per share, for the same period in 1996. Net income for the six months ended June 30, 1997, was $2,315,000, or 78 cents per share. This compares with net income of $613,000, or 21 cents per share, for the same period in 1996. The improvement in operating results can be attributed to increased revenue combined with management's control of expenses. CAPITAL RESOURCES AND LIQUIDITY The Company continued to replace its fleet with new, more efficient revenue equipment in 1997. Marten is committed to purchase an additional $7 million of new revenue equipment, net of trade-in allowances, during the remainder of 1997. These expenditures were, and are expected to be, funded using cash flow from operations and long-term debt collateralized by the new equipment. Marten has historically operated with a working capital deficit caused primarily by current maturities of long-term debt associated with the acquisition of revenue equipment. Working capital requirements have been adequately funded by the Company's operating profits, short turnover in accounts receivable and cash management practices. Short-term borrowings have not been and are not expected to be used to meet working capital needs. The Company's working capital deficit at June 30, 1997, decreased to $11.4 million from $12.4 million at December 31, 1996. This change resulted from a decrease in both insurance and claims accruals and in current payables associated with revenue equipment purchases. These decreases were partially offset by an increase in current maturities of long-term debt caused by additional long-term borrowing. Management believes the Company's liquidity is adequate to meet expected near-term operating requirements. PART II. OTHER INFORMATION ITEM 1. Legal Proceedings. There are no material pending legal, governmental, administrative or other proceedings to which the Company is a party or of which any of its property is subject. ITEM 2. Change in Securities. None ITEM 3. Defaults Upon Senior Securities. None ITEM 4. Submission of Matters to a Vote of Security Holders. The annual meeting of stockholders of the Company was held on May 13, 1997. The following items were voted upon at the annual meeting: (a) Five incumbent directors were elected to serve one-year terms expiring at the annual meeting of stockholders to be held in 1998. No votes were cast against any nominee. The following summarizes the votes cast for, votes withheld, and broker non-votes with respect to each nominee: Broker Nominee Votes For Votes Withheld Non-Votes ------- --------- -------------- --------- Randolph L. Marten 2,865,045 2,020 -0- Darrell D. Rubel 2,865,045 2,020 -0- Larry B. Hagness 2,865,045 2,020 -0- Thomas J. Winkel 2,865,045 2,020 -0- Jerry M. Bauer 2,865,045 2,020 -0- (b) The stockholders also approved the appointment of Arthur Andersen LLP as independent auditors of the Company for the fiscal year ending December 31, 1997, by a vote of 2,863,440 shares in favor, 3,555 shares opposed, and 70 shares abstaining. ITEM 5. Other Information. None ITEM 6. Exhibits and Reports on Form 8-K. a) Exhibit 27.1 Financial Data Schedule. b) No reports on Form 8-K have been filed during the quarter ended June 30, 1997. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized. MARTEN TRANSPORT, LTD. (Registrant) Dated: August 12, 1997 By: /s/ Darrell D. Rubel --------------------------------- Darrell D. Rubel Executive Vice President and Treasurer (Chief Financial Officer) MARTEN TRANSPORT, LTD. EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-Q For the Fiscal Quarter Ended June 30, 1997 Item No. Item Method of Filing 27.1 Financial Data Schedule. . . . Filed herewith electronically. EX-27.1 2 FDS
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED STATEMENTS OF INCOME AND THE CONDENSED BALANCE SHEETS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 3,457,000 0 19,303,000 0 0 31,659,000 147,241,000 37,758,000 141,775,000 43,101,000 35,451,000 0 0 30,000 42,329,000 141,775,000 82,370,000 82,370,000 0 76,493,000 0 0 2,079,000 3,859,000 1,544,000 2,315,000 0 0 0 2,315,000 0.78 0.78
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