-----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, KIqgwPjmHDcD1Vod4dC7PyZO9OmShbcG5TK1UuH7Bdsorn++Wq/frSHVMGGJuIB5 yfCsx8DQPUdK0Px8YnL8xA== 0001008886-03-000201.txt : 20031017 0001008886-03-000201.hdr.sgml : 20031017 20031017141716 ACCESSION NUMBER: 0001008886-03-000201 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031017 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031017 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15010 FILM NUMBER: 03945614 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 8-K 1 form8k.txt MARTEN TRANSPORT, LTD. FORM 8-K OCTOBER 2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------------------------ FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2003 ------------------------------------------------------------ MARTEN TRANSPORT, LTD. (Exact name of registrant as specified in its charter) Delaware 0-15010 39-1140809 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 129 Marten Street, Mondovi, WI 54755 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (715) 926-4216 Item 1. Changes in Control of Registrant. Not applicable. Item 2. Acquisition or Disposition of Assets. Not applicable. Item 3. Bankruptcy or Receivership. Not applicable. Item 4. Changes in Registrant's Certifying Accountant. Not applicable. Item 5. Other Events and Regulation FD Disclosure. Not applicable. Item 6. Resignations of Registrant's Directors. Not applicable. Item 7. Financial Statements and Exhibits. (c) Exhibits. EXHIBIT NUMBER EXHIBIT TITLE - ---------------------------------------------------------------------------- 99.1 Marten Transport, Ltd. press release announcing financial results for the quarter and nine months ended September 30, 2003 Item 8. Change in Fiscal Year. Not applicable. Item 9. Regulation FD Disclosure. Not applicable. Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. Not applicable. Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans. Not applicable. Item 12. Results of Operations and Financial Condition. On Friday, October 17, 2003, Marten Transport, Ltd., a Delaware corporation (the "Company"), issued a press release (the "Press Release") announcing its financial results for the quarter and nine months ended September 30, 2003. A copy of the Press Release is attached to this report as Exhibit 99.1. The information contained in this report and the exhibit hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information in this report and the exhibit hereto may contain "forward-looking statements" that are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995 and otherwise may be protected. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results may differ from those anticipated by forward-looking statements. Please refer to the Company's prospectus dated August 14, 2003, and other filings with the Securities and Exchange Commission, for information concerning risks, uncertainties, and other factors that may affect future results. 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 hereunto duly authorized. MARTEN TRANSPORT, LTD. Date: October 17, 2003 By: /s/ Frank J. Foster ---------------------------------- Frank J. Foster Vice President of Finance EXHIBIT INDEX 99.1 Marten Transport, Ltd. press release announcing financial results for the quarter and nine months ended September 30, 2003 EX-99 3 pressrelease.txt EX 99.1 PRESS RELEASE Exhibit 99.1 MARTEN TRANSPORT, LTD. ANNOUNCES THIRD QUARTER FINANCIAL RESULTS MONDOVI, Wis., October 17, 2003/PR Newswire/ - Marten Transport, Ltd. (Nasdaq/NMS:MRTN) announced today its financial results for the quarter and nine months ended September 30, 2003. For the quarter ended September 30, 2003, operating revenue increased 14.9%, to $85.9 million from $74.7 million for the same quarter of 2002. For the nine months ended September 30, 2003, operating revenue increased 15.1%, to $249.4 million from $216.8 million for the same period of 2002. Operating revenue included fuel surcharges of $3.1 million and $11.0 million for the quarter and nine months ended September 30, 2003, compared with $1.5 million and $2.9 million for the quarter and nine months ended September 30, 2002. Excluding fuel surcharge revenue, the increase in revenue was 13.1% for the quarter and 11.5% for the nine months. The Company measures revenue, before fuel surcharges, or "freight revenue," in addition to operating revenue, because management believes removing this sometimes volatile source of revenue affords a more consistent basis for comparing results of operations from period to period. For the quarter ended September 30, 2003, net income increased 84.3%, to $3.4 million from $1.9 million for the same quarter of 2002. For the nine months ended September 30, 2003, net income increased 55.2%, to $8.4 million from $5.4 million for the same period of 2002. For the quarter ended September 30, 2003, net income per diluted share increased 53.6%, to $0.43 from $0.28 for the same quarter of 2002, on a 22.1% increase in weighted average shares attributable primarily to the Company's public offering of common stock completed during the 2003 third quarter. For the nine months ended September 30, 2003, net income per diluted share increased 42.2%, to $1.18 from $0.83 for the same period of 2002, on a 8.9% increase in weighted average shares attributable primarily to the stock offering. Diluted earnings per share give retroactive effect in all periods to the Company's three-for-two stock split effected in the form of a 50% stock dividend paid on July 24, 2003. Chairman and President Randolph L. Marten stated, "The third quarter was very strong for our Company. Our financial results improved as a result of stronger shipping demand, disciplined freight selection by our operations personnel, and continued cost control efforts. Average operating revenue per tractor per week increased 6.6% to $2,993 from $2,809 in the third quarter of 2002. Average freight revenue per tractor per week increased 4.8% to $2,886 from $2,753 in the third quarter of 2002. Our operating ratio (operating expenses as a percentage of operating revenue) improved to 93.1% for the quarter compared with 95.3% for the same quarter last year. Excluding fuel surcharges from both revenue and fuel expense, our operating ratio would have been 92.9 % in the 2003 quarter and 95.2% in the 2002 quarter. Our balance sheet improved as well. During the quarter we completed a stock offering that resulted in net proceeds to the Company of approximately $52.1 million and raised our stockholders' equity to $140.4 million. At the end of the quarter we had approximately $31 million of cash and $31 million of long-term debt, making our balance sheet essentially debt-free on a net basis." The Company will host a conference call on Monday, October 20, at 3:30 p.m. Central Time. The public will be able to listen and participate in the call telephonically by dialing 877-576-2752 and entering the following code: 3442884. For additional information on accessing the call and for statistical and financial information regarding the Company that is expected to be discussed during the conference call, please visit our website at www.marten.com. Marten Transport, Ltd. is one of the leading temperature-sensitive truckload carriers in the United States. The Company specializes in transporting food and other consumer packaged goods that require a temperature-sensitive or insulated environment. Marten offers nationwide service, concentrating on expedited movements for high-volume customers. The Company's common stock is traded on the Nasdaq National Market under the symbol MRTN. This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that constitute forward-looking statements are usually identified by words such as "anticipates," "believes," "estimates," "projects," "expects," or similar expressions. Such statements are based upon the current beliefs and expectations of the Company's management and are subject to significant assumptions, risks, and uncertainties. The following factors, among others, could cause actual results to differ materially from those in forward-looking statements: excess tractor and trailer capacity in the trucking industry; surplus inventories; recessionary economic cycles and downturns in customers' business cycles; a decrease in shipping activity with the Company by one or more major customers; increases or rapid fluctuations in fuel prices, interest rates, fuel taxes, tolls, and license and registration fees; volatility in 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 independent contractors; the frequency and severity of accidents; increases in insurance premiums and deductible amounts relating to accident, cargo, workers' compensation, health, and other claims; seasonal factors such as harsh weather conditions that increase operating costs; competition from trucking, rail, and intermodal competitors; and regulatory requirements that increase costs or decrease efficiency, including, but not limited to, the effects of revised hours-of-service requirements for drivers effective January 4, 2004. Readers should review and consider the various disclosures made by the Company in its press releases, stockholder reports, and public filings, as well as the factors explained in greater detail in the Company's prospectus dated August 14, 2003 related to its public offering of common stock. CONTACT: Tom Langenfeld of BlueFire Partners for Marten Transport, Ltd., 612-344-1038, or Randy Marten, President of Marten Transport, Ltd., 715-926-4216 MARTEN TRANSPORT, LTD. CONDENSED STATEMENTS OF OPERATIONS (Unaudited) Three Months Nine Months Ended September 30, Ended September 30, ------------------------ ------------------------- 2003 2002 2003 2002 ---------- ------------ ----------- ----------- (In thousands, except per share information) OPERATING REVENUE.................................... $ 85,903 $ 74,736 $ 249,430 $ 216,765 ---------- ------------ ------------ ----------- OPERATING EXPENSES (INCOME): Salaries, wages and benefits..................... 26,225 22,192 75,183 66,862 Purchased transportation......................... 18,106 17,815 53,923 50,063 Fuel and fuel taxes.............................. 14,253 11,202 41,972 31,039 Supplies and maintenance......................... 6,503 5,538 18,592 16,046 Depreciation..................................... 7,616 6,988 22,340 20,646 Operating taxes and licenses..................... 1,406 1,264 4,177 3,680 Insurance and claims............................. 3,782 3,796 11,200 10,583 Communications and utilities..................... 825 758 2,419 2,220 Gain on disposition of revenue equipment......... (154) (40) (310) (113) Other............................................ 1,450 1,743 5,344 5,254 ---------- ------------ ------------ ----------- Total operating expenses.................... 80,012 71,256 234,840 206,280 ---------- ------------ ------------ ----------- OPERATING INCOME..................................... 5,891 3,480 14,590 10,485 OTHER EXPENSES (INCOME): Interest expense................................. 679 819 2,211 2,659 Interest income.................................. (330) (346) (1,121) (874) ----------- ------------ ------------ ----------- INCOME BEFORE INCOME TAXES........................... 5,542 3,007 13,500 8,700 PROVISION FOR INCOME TAXES........................... 2,106 1,143 5,130 3,306 ----------- ------------ ------------ ----------- NET INCOME........................................... $ 3,436 $ 1,864 $ 8,370 $ 5,394 =========== ============ ============ =========== BASIC EARNINGS PER COMMON SHARE(1)................... $ 0.45 $ 0.29 $ 1.23 $ 0.85 ========== ============ ============ =========== DILUTED EARNINGS PER COMMON SHARE(1)...................$ 0.43 $ 0.28 $ 1.18 $ 0.83 ========== ============ ============ ===========
(1) Basic and diluted earnings per share reflect the Company's three-for-two stock split effected in the form of a 50% stock dividend paid on July 24, 2003. MARTEN TRANSPORT, LTD. CONDENSED BALANCE SHEETS (Unaudited) September 30, December 31, 2003 2002 --------------- ------------- (In thousands, except share and per share information) ASSETS Current assets: Cash and cash equivalents............................................. $ 30,695 $ -- Receivables: Trade, net......................................................... 33,960 30,627 Other.............................................................. 5,303 6,561 Prepaid expenses and other............................................ 7,306 7,832 Deferred income taxes................................................. 4,048 4,311 --------------- ------------- Total current assets....................................... 81,312 49,331 --------------- ------------- Property and equipment: Revenue equipment, buildings and land, office equipment, and other........................................ 261,133 248,831 Accumulated depreciation.............................................. (98,022) (89,003) --------------- ------------- Net property and equipment................................. 163,111 159,828 Other assets............................................................. 5,845 6,859 --------------- ------------- TOTAL ASSETS........................................ $ 250,268 $ 216,018 =============== ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Checks issued in excess of cash balances.............................. $ -- $ 130 Accounts payable and accrued liabilities.............................. 18,296 15,544 Insurance and claims accruals......................................... 12,195 12,915 Current maturities of long-term debt.................................. 5,000 3,571 --------------- ------------- Total current liabilities.................................. 35,491 32,160 Long-term debt, less current maturities.................................. 26,429 60,058 Deferred income taxes.................................................... 47,901 44,580 --------------- ------------- Total liabilities.......................................... 109,821 136,798 --------------- ------------- Stockholders' equity: Common stock, $.01 par value per share, 23,000,000 shares authorized, 9,134,223 and 6,362,992 shares issued and outstanding(1)..................... 91 63 Additional paid-in capital............................................ 63,651 10,822 Retained earnings..................................................... 76,705 68,335 --------------- ------------- Total stockholders' equity................................. 140,447 79,220 --------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY................................ $ 250,268 $ 216,018 =============== =============
(1) Shares outstanding reflect the Company's three-for-two stock split effected in the form of a 50% stock dividend paid on July 24, 2003. MARTEN TRANSPORT, LTD. Operating STATISTICS (Unaudited) Three Months Nine Months Ended September 30, Ended September 30, 2003 2002 2003 2002 ----------- ---------- ----------- ------------ Operating Statistics: For period: Average operating revenue per total mile............. $ 1.28 $ 1.24 $ 1.28 $ 1.23 Average freight revenue per total mile(1)........... $ 1.23 $ 1.22 $ 1.22 $ 1.21 Average miles per tractor(2)........................ 30,829 29,768 90,387 89,629 Average operating revenue per tractor per week(2)... $ 2,993 $ 2,809 $ 2,955 $ 2,817 Average freight revenue per tractor per week(1)(2).. $ 2,886 $ 2,753 $ 2,825 $ 2,779 Average miles per trip.............................. 1,009 959 1,003 962 Non-revenue miles percentage(3)..................... 6.8% 6.7% 6.7% 6.7% Total miles - company-employed drivers (in thousands).................................. 46,842 39,347 134,891 117,545 Total miles - independent contractors (in thousands).................................. 20,477 20,911 60,717 59,290 At September 30, 2003, and September 30, 2002: Total tractors(2)................................... 2,193 2,087 Average age of company tractors (in years).......... 2.2 2.0 Total trailers...................................... 2,800 2,731 Average age of company trailers (in years).......... 3.9 4.0 Ratio of trailers to tractors(2).................... 1.3 1.3 Ratio of tractors to non-driver personnel(2) ....... 5.5 5.7
Three Months Nine Months Ended September 30, Ended September 30, 2003 2002 2003 2002 ---------- ---------- ------------ ----------- (In thousands) Net cash provided by operating activities............ $ 10,099 $ 15,502 $ 34,467 $ 32,281 Net cash used for investing activities............... 11,485 11,502 24,299 17,851
(1) Excludes fuel surcharge revenue. (2) Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 595 and 614 tractors as of September 30, 2003, and 2002, respectively. (3) Represents the percentage of miles for which the Company is not compensated. -----END PRIVACY-ENHANCED MESSAGE-----