-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Tra3La4DqDS7OPZzrgNAlta3VOHmoMHdMzTChHoho38DmcHFa7iOFcIwLDxtdIAe H9wxPLaATq6myxe3fb/OPA== 0000912057-95-006279.txt : 19950814 0000912057-95-006279.hdr.sgml : 19950814 ACCESSION NUMBER: 0000912057-95-006279 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950811 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: 95561068 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, 1995 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 2,941,616 as of June 30, 1995. PART I: FINANCIAL INFORMATION Item 1. Financial Statements MARTEN TRANSPORT, LTD. CONDENSED BALANCE SHEETS (In thousands, except share information) (Unaudited)
June 30, December 31, 1995 1994 ------------ ------------ ASSETS Current assets: Cash and cash equivalents . . . . . . . . $ 3,346 $ 3,129 Receivables . . . . . . . . . . . . . . . 15,627 16,497 Prepaid expenses. . . . . . . . . . . . . 5,032 5,057 Deferred income taxes . . . . . . . . . . 2,524 2,260 ---------- ---------- Total current assets. . . . . . . . . 26,529 26,943 Property and equipment: Revenue equipment, building and land, office equipment, and other . . . . . . 125,453 117,512 Accumulated depreciation and amortization. . . . . . . . . . . . . . (39,398) (38,807) ------------ ------------ Net property and equipment. . . . . . 86,055 78,705 ------------ ------------ TOTAL ASSETS. . . . . . . . . . $112,584 $105,648 ------------ ------------ ------------ ------------ LIABILITIES AND SHAREHOLDERS' INVESTMENT Current liabilities: Accounts payable and accrued liabilities. $ 8,803 $ 9,209 Insurance and claims accruals . . . . . . 10,370 9,639 Current maturities of long-term debt. . . 16,321 14,963 ------------ ------------ Total current liabilities . . . . . . 35,494 33,811 Long-term debt, less current maturities . . 25,755 24,917 Deferred income taxes. . . . . . . . . . . . 15,428 13,816 ------------ ------------ Total liabilities . . . . . . . . . . 76,677 72,544 Shareholders' investment: Common stock, $.01 par value per share, 10,000,000 shares authorized, 2,941,616 and 2,929,950 shares issued and outstanding . . . . . . . . . . . . 29 29 Additional paid-in capital. . . . . . . . 9,355 9,281 Retained earnings . . . . . . . . . . . . 26,523 23,794 ------------ ------------ Total shareholders' investment. . . . . . . . . . . . . . 35,907 33,104 ------------ ----------- TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT. . . . $112,584 $105,648 ------------ ------------ ------------ ------------
The accompanying notes are an integral part of these financial statements. 2 MARTEN TRANSPORT, LTD. CONDENSED STATEMENTS OF INCOME (In thousands, except per share amounts) (Unaudited)
Three Months Six Months Ended June 30, Ended June 30, 1995 1994 1995 1994 ---- ---- ---- ---- OPERATING REVENUE. . . . . . . . . . $34,827 $30,483 $66,788 $59,703 OPERATING EXPENSES: Salaries, wages and benefits . . . 12,832 11,076 24,602 21,973 Purchased transportation . . . . . 2,484 1,359 4,087 2,649 Fuel and fuel taxes. . . . . . . . 6,283 5,482 12,007 11,022 Supplies and maintenance . . . . . 3,454 3,031 6,632 5,989 Depreciation and amortization. . . 3,641 3,227 7,159 6,331 Operating taxes and licenses . . . 661 650 1,375 1,268 Insurance and claims . . . . . . . 1,569 1,387 3,140 2,750 Communications and utilities . . . 412 404 808 785 Gain on disposition of revenue equipment . . . . . . . . . . . (442) (614) (1,483) (1,129) Other. . . . . . . . . . . . . . . 1,250 1,047 2,468 2,065 --------- --------- --------- --------- Total operating expenses . . 32,144 27,049 60,795 53,703 --------- --------- --------- --------- OPERATING INCOME . . . . . . . . . . 2,683 3,434 5,993 6,000 OTHER EXPENSES (INCOME): Interest expense . . . . . . . . . 802 570 1,580 1,173 Interest income and other. . . . . (117) (40) (136) (76) ------------ ---------- ---------- ---------- INCOME BEFORE INCOME TAXES . . . . . 1,998 2,904 4,549 4,903 PROVISION FOR INCOME TAXES . . . . . 800 1,162 1,820 1,961 -------- -------- -------- --------- NET INCOME . . . . . . . . . . . . . $ 1,198 $ 1,742 $ 2,729 $ 2,942 -------- -------- -------- -------- -------- -------- -------- -------- NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE . . . . . . . . . $ 0.40 $ 0.51 $ 0.92 $ 0.86 -------- -------- -------- -------- -------- -------- -------- -------- Weighted average common and common equivalent shares outstanding. . . 2,967 3,404 2,966 3,432 -------- -------- -------- -------- -------- -------- -------- --------
The accompanying notes are an integral part of these financial statements. 3 MARTEN TRANSPORT, LTD. CONDENSED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
Six Months Ended June 30, 1995 1994 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Operations: Net income . . . . . . . . . . . . . . . $ 2,729 $2,942 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and amortization . . . 7,159 6,331 Gain on disposition of revenue equipment . . . . . . . . . . . . (1,483) (1,129) Deferred tax provision. . . . . . .. . . 1,348 1,413 Changes in other current operating items . . . . . . . . . 1,220 5,565 -------- -------- Net cash provided by operating activities. . . . . 10,973 15,122 -------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Property additions: Revenue equipment, net . . . . . . . . . (12,476) (9,479) Building and land, office equipment, and other additions, net . . . . . . . (550) (486) -------- --------- Net cash used for investing activities. . . . . . . . . . (13,026) (9,965) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of common stock . . . . . . . . . 74 - Common stock repurchased . . . . . . . . . - (8,000) Long-term borrowings . . . . . . . . . . . 11,032 10,061 Repayment of long-term borrowings. . . . . (8,836) (9,144) -------- -------- Net cash provided by (used for) financing activities. . . . . 2,270 (7,083) -------- --------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS. . . . . . . . . . . . . . . . 217 (1,926) CASH AND CASH EQUIVALENTS: Beginning of period. . . . . . . . . . . . 3,129 5,339 -------- -------- End of period. . . . . . . . . . . . . . . $ 3,346 $3,413 -------- -------- -------- -------- CASH PAID (RECEIVED) FOR: Interest . . . . . . . . . . . . . . . . . $ 1,551 $1,212 -------- -------- -------- -------- Income taxes . . . . . . . . . . . . . . . $ (645) $ 68 -------- --------- -------- --------- The accompanying notes are an integral part of these financial statements.
4 NOTES TO FINANCIAL STATEMENTS (Unaudited) (1) Financial Statements The accompanying unaudited condensed financial statements reflect, in the opinion of management, all adjustments considered necessary for a fair presentation of the Company's financial condition, results of operations, and cash flows as of June 30, 1995. 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, 1994. (2) Stock Option Exercises Options were exercised for 11,666 shares of Company stock under the Company's stock option plans during the three months ended June 30, 1995. (3) Subsequent Event The Company purchased a maintenance facility in Oregon for approximately $1.6 million on July 14, 1995, using cash flow from operations. (4) Common Stock Repurchase The Company repurchased 500,000 shares of its common stock from the estate of its former Chairman and Chief Executive Officer, Roger R. Marten, on June 21, 1994, for $16 per share. The shares have been retired, reducing shareholders' investment in 1994 by $8 million. (5) Reclassifications Certain amounts in the 1994 financial statements have been reclassified to be consistent with the 1995 presentation. These reclassifications do not have a material effect on the financial statements. 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. RESULTS OF OPERATIONS Operating revenue of $34.8 million for the second quarter of 1995 increased 14.3 percent from $30.5 million for the same period of 1994. Operating revenue for the first six months of 1995 was $66.8 million, an increase of 11.9 percent over $59.7 million in 1994. These increases were the result of transporting additional freight associated with a moderate increase in the size of the Company's fleet. However, revenue growth was less than expected during the second quarter of 1995 due to weak customer demand. Average freight rates increased slightly in 1995. Management anticipates that operating revenue for the remainder of 1995 will exceed 1994 levels due to continued expansion of the Company's fleet. Operating expenses for the second quarter of 1995 were 92.3 percent of operating revenue, compared with 88.7 percent for the same period in 1994. Operating expenses for the first six months of 1995 were 91.0 percent of revenue, compared with 90.0 percent for the first half of 1994. These ratios increased in 1995 due primarily to weak customer demand causing reduced equipment utilization and less-than-expected revenue growth. Increases in the 1995 operating expenses were 18.8 percent for the second quarter and 13.2 percent for the first six months, which exceeded the above growth in operating revenue. All expense categories increased in 1995 due to transportation of additional freight and an increase in the Company's fleet. Purchased transportation expense in 1995 also increased due to the additional use of independent contractor-owned vehicles. Gains on disposition of revenue equipment declined in the second quarter of 1995 due to fewer planned replacements. Gains on planned replacements of revenue equipment are projected to continue in 1995. Management anticipates that operating expenses, as a percentage of operating revenue, will remain at year-to-date 1995 levels for the remainder of the year. Interest expense during the three months ended June 30, 1995, increased 40.7 percent over the same period in 1994. For the first six months of 1995, interest expense increased 34.7 percent over 1994. These increases were the result of higher interest rates in 1995 and additional long-term debt associated with equipment purchases and the 1994 repurchase of the Company's common stock. The Company recorded net income of $1,198,000, or 40 cents per share for the second quarter of 1995. This compares with net income of $1,742,000, or 51 cents per share for the second quarter of 1994. For the six months ended June 30, 1995, Marten recorded net income of $2,729,000, or 92 cents per share, compared with $2,942,000, or 86 cents per share, in 1994. The declines in net income can be attributed to reduced customer demand causing less-than-expected revenue growth. Per share amounts have been impacted by the repurchase and subsequent retirement of 500,000 shares of common stock in June, 1994. 6 CAPITAL RESOURCES AND LIQUIDITY The Company continued to invest in new, more efficient revenue equipment during the second quarter, 1995, as planned. These expenditures were funded using cash flow from operations and long-term debt collateralized by the new equipment. The working capital deficit at June 30, 1995, was $9.0 million, up from $6.9 million at December 31, 1994. This increase was due primarily to an increase in current maturities of long-term debt associated with revenue equipment purchases and additional accruals for insurance and claims expense. Marten has consistently operated with a working capital deficit caused primarily by current maturities of long-term debt related to the acquisitions of revenue equipment. The Company has operated effectively with a working capital deficit due to strong operating profits, short turnover of accounts receivable and cash management practices. Marten has not used short-term borrowings to meet working capital needs, and does not anticipate the use of short-term borrowings in 1995. Management believes the Company's liquidity is adequate to meet expected near- term operating requirements. The Company is committed to purchase an additional $19 million of new revenue equipment, net of trade-in allowances, during the remainder of 1995. In addition, Marten purchased a maintenance facility in Oregon for approximately $1.6 million on July 14, 1995, using cash flow from operations. 7 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings: None 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 2, 1995. The following items were voted upon at the annual meeting: (a) Five incumbent directors were elected to serve a one-year term expiring at the annual meeting of stockholders to be held in 1996 with the following vote totals:
Broker Nominee Votes For Votes Withheld Non-Votes ------- --------- -------------- --------- Randolph L. Marten 2,382,560 145,636 -0- Darrell D. Rubel 2,382,560 145,636 -0- Arnold P. Schultz 2,382,260 145,936 -0- Larry B. Hagness 2,382,260 145,936 -0- Thomas J. Winkel 2,382,260 145,936 -0-
(b) The Marten Transport, Ltd. 1995 Stock Incentive Plan was approved by a vote of 2,013,502 shares in favor, 362,336 shares opposed, 2,650 shares abstaining, and 12,000 broker non-votes. (c) The appointment of Arthur Andersen LLP as independent auditors of the Company for the fiscal year ending December 31, 1995 was approved by a vote of 2,522,596 shares in favor, 4,800 shares opposed, and 800 shares abstaining. ITEM 5. Other Information: None 8 ITEM 6. Exhibits and Reports on Form 8-K: a) Exhibits: Item No. Item Method of Filing ------- ---- ---------------- 27.1 Financial Data Schedule. . . . . . . .Filed herewith. b) Reports on Form 8-K: No reports on Form 8-K have been filed during the quarter ended June 30, 1995. 9 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 11, 1995 By: /s/ Darrell D. Rubel -------------------------------------- Darrell D. Rubel Executive Vice President and Treasurer (Chief Financial Officer) 10 MARTEN TRANSPORT, LTD. EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL QUARTER ENDED JUNE 30, 1995 ITEM NO. ITEM METHOD OF FILING -------- ---- ---------------- 27.1 Financial Data Schedule. . . . . . Filed herewith. 11 EX-27 2 EXHIBIT 27
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-31-1995 JAN-01-1995 JUN-30-1995 3,346,000 0 15,627,000 0 0 26,529,000 125,453,000 39,398,000 112,584,000 35,494,000 25,755,000 29,000 0 0 35,878,000 112,584,000 66,788,000 66,788,000 0 60,795,000 0 0 1,580,000 4,549,000 1,820,000 2,729,000 0 0 0 2,729,000 .92 .92
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