-----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, O3lNd5WmqeOsyKdr5cin5W5LCGrMEX+GCwI9vtOOf4OGxPm+IRKTzE74iv3yLGBf SF1jb82lyzV6y7sPI5mRZA== 0001104659-04-020442.txt : 20040722 0001104659-04-020442.hdr.sgml : 20040722 20040722094922 ACCESSION NUMBER: 0001104659-04-020442 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040721 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040722 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: 04925650 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 a04-8084_18k.htm 8-K

 

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):

July 21, 2004

 


 

MARTEN TRANSPORT, LTD.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-15010

 

39-1140809

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification Number)

 

 

 

 

 

129 Marten Street
Mondovi, Wisconsin

 

54755

(Address of principal executive offices)

 

(Zip Code)

 

(715) 926-4216

(Registrant’s telephone number, including area code)

 

Not applicable.

(Former name or former address, if changed since last report)

 

 



 

Item 7.   Financial Statements and Exhibits.

 

(a)  Financial Statements of Businesses Acquired.

 

 Not Applicable.

 

(b)  Pro Forma Financial Information.

 

 Not Applicable.

 

(c)  Exhibits.

 

 

Exhibit No.

 

Description

 

 

 

 

 

99.1

 

Press Release dated July 21, 2004 (included herewith).

 

Item 12.  Results of Operations and Financial Condition.

 

On July 21, 2004, the Company issued a press release announcing financial results for the quarter ended June 30, 2004.  Attached hereto as Exhibit 99.1 is a copy of the Company’s press release dated July 21, 2004 announcing the Company’s financial results for this period.

 

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.

 

2



 

SIGNATURES

 

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 thereunto duly authorized.

 

 

MARTEN TRANSPORT, LTD.

 

 

 

 

Dated: July 22, 2004

By

 /s/ Frank J. Foster

 

 

 

Franklin J. Foster

 

 

Its: Vice President of Finance

 

3



 

MARTEN TRANSPORT, LTD.

 

FORM 8-K

 

INDEX TO EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated July 21, 2004 (included herewith).

 

4


EX-99.1 2 a04-8084_1ex99d1.htm EX-99.1

Exhibit 99.1

 

MARTEN TRANSPORT, LTD. ANNOUNCES

SECOND QUARTER FINANCIAL RESULTS

 

Net Income Rises 36.1 Percent

 

MONDOVI, Wis., July 21, 2004 – Marten Transport, Ltd. (Nasdaq/NMS:MRTN) announced today its financial results for the quarter and six months ended June 30, 2004.

 

For the quarter ended June 30, 2004, operating revenue increased 9.1 percent, to $91.9 million from $84.2 million for the same quarter of 2003.  For the six months ended June 30, 2004, operating revenue increased 7.9 percent, to $176.4 million from $163.5 million for the same period of 2003.  Operating revenue included fuel surcharges of $5.6 million and $9.6 million for the quarter and six months ended June 30, 2004, compared with $3.7 million and $7.9 million for the quarter and six months ended June 30, 2003.  Operating revenue also included revenue from MW Logistics, LLC, a 45 percent owned affiliate, of $2.1 million for the second quarter of 2004, compared with no revenue for the similar period of 2003.  Excluding fuel surcharge and MW Logistics revenue, the increase in revenue was 4.6 percent for the quarter and 5.8 percent for the six-month period.  The company measures revenue, before fuel surcharge and MW Logistics revenue, or “freight revenue,” in addition to operating revenue, because management believes removing these sources of revenue provides a more consistent basis for comparing results of operations from period to period.

 

For the quarter ended June 30, 2004, net income increased 36.1 percent to $4.8 million from $3.5 million for the same quarter of 2003.  For the six months ended June 30, 2004, net income increased 52.9 percent to $7.5 million from $4.9 million for the same period of 2003.

 

For the quarter ended June 30, 2004, net income per diluted share decreased to 33 cents from 35 cents for the same quarter of 2003 on a 45.1 percent increase in diluted shares outstanding resulting primarily from the company’s equity offering in the third quarter of 2003.  For the six months ended June 30, 2004, net income per diluted share increased to 52 cents from 50 cents for the same period of 2003 on a 45.8 percent increase in diluted shares outstanding.  Diluted earnings per share give retroactive effect in all periods to the company’s three-for-two stock splits in July and December 2003.

 

Chairman and President Randolph L. Marten said, “The second quarter continued a period of success for Marten Transport, as we improved our operating ratio (operating expenses as a percentage of operating revenue) by 140 basis points versus the second quarter of 2003 and achieved our best operating ratio since our fourth quarter of 1999.  Our operating ratio improved to 91.4 percent for the quarter compared with 92.8 percent for the same quarter last year.

 

“Higher average freight revenue per mile was the main factor that influenced our results.  Strong efforts by our sales and operations personnel and a favorable relationship between freight demand and industry-wide trucking capacity allowed us to raise freight rates.  This contributed to a 5.6 percent increase in average freight revenue per total mile, to $1.28 in the 2004 quarter from $1.22 in the 2003 quarter, which more than offset a 3.4 percent reduction in average miles per tractor.  As a result of these factors, average freight revenue per tractor per week, our main measure of asset productivity, improved 2.0 percent to $2,930 in the 2004 quarter from $2,872 in the 2003 quarter.

 



 

“The main challenges during the quarter were high fuel prices and a tight driver market.  A combination of higher fuel prices and the lower fuel economy of new tractor engines cost us approximately 50 basis points on our operating ratio, or 2 cents per share, versus the second quarter of 2003, net of the benefit of fuel surcharges in each period.

 

“Although Marten offers driver compensation near the upper end of the industry, and our driver turnover remained at 60 percent, it has become increasingly difficult to attract high-quality drivers.  We believe the stronger economy is offering more job alternatives and that it has been, and will be, difficult to add meaningful capacity for the foreseeable future.  As a result, our in-service tractor count grew only one percent and the percentage of our tractor fleet that was unseated for the quarter increased compared with the second quarter last year.  This was reflected in the decrease in average miles per tractor, which we calculate using all of our tractors in service.  We were pleased that strong shipping demand and tight tractor-trailer capacity helped overcome the challenges during the quarter.

 

“During the quarter we took advantage of our available cash, strong balance sheet, and an improving market for used revenue equipment by replacing 151 tractors and 279 trailers with new equipment.  We lowered the average age of our tractor fleet to 1.6 years from 2.1 years as of June 30, 2003.  We also recognized a gain of $650,000 on the sale of used equipment.”

 

The accounts of MW Logistics, LLC were included in the company’s statements of operations beginning April 1, 2004 in accordance with FASB Interpretation No. 46, as revised.  MW Logistics is a 45 percent owned affiliate that provides logistics services to the transportation industry.  The company previously accounted for its investment in MW Logistics’ operating results using the equity method of accounting.

 

Marten Transport will host a conference call on Thursday, July 22, at 2:00 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: 8818320.  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 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.

 

CONTACT:  Randy Marten, President of Marten Transport, Ltd., 715-926-4216.

 



 

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

Three Months
Ended June 30,

 

Six Months
Ended June 30,

 

(In thousands, except per share information)

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

OPERATING REVENUE

 

$

91,907

 

$

84,206

 

$

176,437

 

$

163,527

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES (INCOME):

 

 

 

 

 

 

 

 

 

Salaries, wages and benefits

 

25,370

 

25,278

 

50,697

 

48,958

 

Purchased transportation

 

19,966

 

18,053

 

37,649

 

35,817

 

Fuel and fuel taxes

 

16,603

 

13,379

 

31,472

 

27,719

 

Supplies and maintenance

 

6,024

 

6,147

 

12,102

 

12,089

 

Depreciation

 

8,061

 

7,435

 

15,924

 

14,724

 

Operating taxes and licenses

 

1,613

 

1,372

 

3,184

 

2,771

 

Insurance and claims

 

4,056

 

3,723

 

8,461

 

7,418

 

Communications and utilities

 

746

 

793

 

1,547

 

1,594

 

Gain on disposition of revenue equipment

 

(650

)

(69

)

(1,178

)

(156

)

Other

 

2,236

 

2,052

 

4,108

 

3,894

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

84,025

 

78,163

 

163,966

 

154,828

 

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME

 

7,882

 

6,043

 

12,471

 

8,699

 

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSES (INCOME):

 

 

 

 

 

 

 

 

 

Interest expense

 

504

 

752

 

1,027

 

1,532

 

Interest income

 

(386

)

(414

)

(727

)

(791

)

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAXES

 

7,764

 

5,705

 

12,171

 

7,958

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

2,950

 

2,168

 

4,625

 

3,024

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

4,814

 

$

3,537

 

$

7,546

 

$

4,934

 

 

 

 

 

 

 

 

 

 

 

BASIC EARNINGS PER COMMON SHARE (1)

 

$

0.34

 

$

0.37

 

$

0.54

 

$

0.51

 

 

 

 

 

 

 

 

 

 

 

DILUTED EARNINGS PER COMMON SHARE (1)

 

$

0.33

 

$

0.35

 

$

0.52

 

$

0.50

 

 


(1)          Basic and diluted earnings per share reflect the company’s three-for-two stock splits effected in the form of 50% stock dividends on July 24, 2003 and December 5, 2003.

 



 

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

 

(In thousands, except share information)

 

June 30,
2004

 

December 31,
2003

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Marketable securities

 

$

5,774

 

$

19,219

 

Receivables:

 

 

 

 

 

Trade, net

 

37,201

 

34,582

 

Other

 

8,929

 

7,337

 

Prepaid expenses and other

 

9,946

 

10,034

 

Deferred income taxes

 

5,798

 

3,048

 

 

 

 

 

 

 

Total current assets

 

67,648

 

74,220

 

 

 

 

 

 

 

Property and equipment:

 

 

 

 

 

Revenue equipment, buildings and land, office equipment, and other

 

284,025

 

263,502

 

Accumulated depreciation

 

(88,244

)

(93,684

)

 

 

 

 

 

 

Net property and equipment

 

195,781

 

169,818

 

 

 

 

 

 

 

Other assets

 

6,084

 

5,557

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

269,513

 

$

249,595

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Checks issued in excess of cash balances

 

$

1,235

 

$

549

 

Accounts payable and accrued liabilities

 

24,815

 

17,062

 

Insurance and claims accruals

 

11,910

 

12,052

 

Current maturities of long-term debt

 

5,000

 

5,000

 

 

 

 

 

 

 

Total current liabilities

 

42,960

 

34,663

 

 

 

 

 

 

 

Long-term debt, less current maturities

 

21,429

 

22,857

 

Deferred income taxes

 

49,873

 

47,541

 

 

 

 

 

 

 

Total liabilities

 

114,262

 

105,061

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $.01 par value per share; 2,000,000 shares authorized; no shares issued and outstanding

 

 

 

Common stock, $.01 par value per share; 23,000,000 shares authorized; 14,064,264 shares, at June 30, 2004, and 13,759,776 shares, at December 31, 2003, issued and outstanding (1)

 

141

 

138

 

Additional paid-in capital

 

67,433

 

64,265

 

Retained earnings

 

87,677

 

80,131

 

 

 

 

 

 

 

Total stockholders’ equity

 

155,251

 

144,534

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

269,513

 

$

249,595

 

 


(1)          Shares outstanding reflect the company’s three-for-two stock splits effected in the form of 50% stock dividends on July 24, 2003 and December 5, 2003.

 



 

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

 

 

 

Three Months
Ended June 30,

 

Six Months
Ended June 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

For period:

 

 

 

 

 

 

 

 

 

Average operating revenue per total mile

 

$

1.400

 

$

1.275

 

$

1.362

 

$

1.271

 

Average freight revenue per total mile (1)

 

$

1.283

 

$

1.215

 

$

1.272

 

$

1.213

 

Average miles per tractor (2)

 

29,703

 

30,733

 

58,721

 

59,554

 

Average operating revenue per tractor per week (2)

 

$

3,199

 

$

3,004

 

$

3,094

 

$

2,936

 

Average freight revenue per tractor per week (1) (2)

 

$

2,930

 

$

2,872

 

$

2,888

 

$

2,794

 

Average miles per trip

 

998

 

1,004

 

1,011

 

1,000

 

Non-revenue miles percentage (3)

 

6.7

%

6.3

%

6.6

%

6.6

%

Total miles-company employed drivers (in thousands)

 

45,633

 

45,826

 

89,847

 

88,049

 

Total miles-independent contractors (in thousands)

 

20,016

 

20,444

 

39,673

 

40,240

 

 

 

 

 

 

 

 

 

 

 

At June 30, 2004, and June 30, 2003:

 

 

 

 

 

 

 

 

 

Total tractors (2)

 

2,176

 

2,153

 

 

 

 

 

Average age of company tractors (in years)

 

1.6

 

2.1

 

 

 

 

 

Total trailers

 

3,083

 

2,821

 

 

 

 

 

Average age of company trailers (in years)

 

3.9

 

3.9

 

 

 

 

 

Ratio of trailers to tractors (2)

 

1.4

 

1.3

 

 

 

 

 

Ratio of tractors to non-driver personnel (2)

 

5.3

 

5.4

 

 

 

 

 

 

 

 

Three Months
Ended June 30,

 

Six Months
Ended June 30,

 

(In thousands)

 

2004

 

2003

 

2004

 

2003

 

Net cash provided by operating activities

 

$

18,017

 

$

14,471

 

$

26,779

 

$

24,507

 

Net cash used for investing activities

 

$

21,042

 

$

5,193

 

$

41,236

 

$

12,814

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

14,016

 

9,600

 

13,928

 

9,582

 

Diluted

 

14,490

 

9,984

 

14,453

 

9,915

 

 


(1)                      Excludes revenue from fuel surcharges and from MW Logistics, LLC, a 45% owned affiliate whose financial results were consolidated with the company’s effective April 1, 2004, in accordance with FASB Interpretation No. 46, as revised.

 

(2)                      Includes tractors driven by both company-employed drivers and independent contractors.  Independent contractors provided 571 and 601 tractors as of June 30, 2004, and 2003, respectively.

 

(3)                      Represents the percentage of miles for which the company is not compensated.

 


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