-----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, Ux2ZeC6JWvN43QkHd1YydNf22RWLqtE2KI5GiVPCEU33NOpJznUj/2+90t07riiO KKRX017HfMHSYxkM9TKuQA== 0001104659-06-047902.txt : 20060720 0001104659-06-047902.hdr.sgml : 20060720 20060720114803 ACCESSION NUMBER: 0001104659-06-047902 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060719 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060720 DATE AS OF CHANGE: 20060720 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: 06970979 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 a06-16441_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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 19, 2006


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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 




 

Item 2.02.  Results of Operations and Financial Condition.

On July 19, 2006, the company issued a press release announcing financial results for the quarter ended June 30, 2006.  Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated July 19, 2006 announcing the company’s financial results for this period.

The press release includes a discussion of revenue, before fuel surcharge and non-freight revenue, or “freight revenue,” in addition to operating revenue.  The company provided this additional disclosure because management believes removing these sources of revenue provides a more consistent basis for comparing results of operations from period to period.  This financial measure in the press release has not been determined in accordance with generally accepted accounting principles (“GAAP”). Pursuant to Regulation G, the company has included a reconciliation of these non-GAAP financial measures to most directly comparable GAAP financial measures.

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.

Item 9.01. 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 19, 2006 (included herewith).

 




 

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 20, 2006

By

 /s/ James J. Hinnendael

 

 

 

 James J. Hinnendael

 

 

 

 Its: Chief Financial Officer

 

 

2




 

MARTEN TRANSPORT, LTD.

FORM 8-K

INDEX TO EXHIBITS

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated July 19, 2006 (included herewith).

 

3



EX-99.1 2 a06-16441_1ex99d1.htm EX-99

EXHIBIT 99.1

MARTEN TRANSPORT RELEASES SECOND QUARTER FINANCIAL RESULTS

MONDOVI, Wis., July 19, 2006 – Marten Transport, Ltd. (NasdaqGS:MRTN) announced today its financial and operating results for the quarter and six months ended June 30, 2006.

For the quarter ended June 30, 2006, operating revenue increased 16.9%, to $131.9 million from $112.8 million for the 2005 quarter. For the six months ended June 30, 2006, operating revenue increased 16.6%, to $251.4 million from $215.7 million for the 2005 period.  Operating revenue included fuel surcharges of $20.4 million and $36.2 million for the quarter and six months of 2006, compared with $12.7 million and $22.4 million for the quarter and six months of 2005. Non-freight revenue was $9.6 million and $16.3 million for the quarter and six months of 2006, compared with $4.1 million and $7.0 million for the quarter and six-month periods of 2005.  The Company’s freight revenue, which excludes fuel surcharge and non-freight revenue, increased 6.1% over the 2005 quarter and 6.7% over the 2005 six-month period.

For the quarter ended June 30, 2006, net income increased 11.5%, to $7.5 million from $6.8 million for the 2005 quarter. Net income per diluted share increased to 34 cents from 31 cents for the 2005 quarter.  For the six months ended June 30, 2006, net income increased 8.8%, to $12.6 million from $11.6 million for the 2005 period.  Net income per diluted share increased to 57 cents from 53 cents for the 2005 year-to-date period.  Net income and net income per diluted share for the quarter and six months ended June 30, 2006, included an income tax benefit of approximately $875,000, or 4 cents per diluted share, due to a decrease to the Company’s deferred income tax liability.  The decrease in the income tax liability was primarily due to a change in the Company’s income apportionment for several states.  The effect on any future period is not expected to be material.

Chairman and President Randolph L. Marten said, “Our results for the quarter reflect an operating environment characterized by normal seasonal freight demand, limited industry equipment capacity, high fuel prices, intense competition for qualified drivers, and shippers that are willing to pay good rates for access to equipment and high levels of service.  This operating environment was reflected in our operating results, where increased revenue per tractor per week was offset by higher costs, primarily in fuel and driver wages.  Average freight revenue per tractor per week, our main measure of asset productivity, improved 3.8%, to $3,216 in the second quarter of 2006 from $3,097 in the second quarter of 2005.  This increase was driven primarily by a 6.3% increase in average freight revenue per total mile to $1.472 from $1.385.  The increase in rates was offset by a 2.3% decrease in average miles per tractor per week.

“Our largest challenge continues to be the ability to find qualified, safe, and experienced drivers.  Our average number of tractors increased 2.1% in the second quarter of 2006.  Average miles per tractor decreased 2.3% because of increased tractor count and the challenge of recruiting and retaining sufficient drivers.  The driver market has been and remains as difficult as we have ever seen it.




 

“The major change in our expenses related to fuel costs, net of fuel surcharge revenue.  Our average cost of fuel in the second quarter was $2.75 per gallon compared with $2.15 per gallon in the same quarter of 2005.  Fuel expenses, net of fuel surcharges and expressed as a percentage of freight revenue, increased 193 basis points over the second quarter of 2005, due to the increased cost of fuel and an increase in the miles driven by company drivers as compared with independent contractors.  Most of our other operating expenses remained fairly flat as a percentage of freight revenue other than changes attributable to the mix of independent contractors and company drivers.

“Non-freight revenue from our brokerage and logistics operations continued to grow in the second quarter of 2006, increasing 134.5% to $9.6 million in the 2006 quarter from $4.1 million in the 2005 quarter, and increasing 133.8% to $16.3 million in the 2006 year-to-date period, compared with $7.0 million in the corresponding 2005 period.  The expenses associated with these operations are reflected primarily in purchased transportation.

“Our operating ratio (operating expenses as a percentage of operating revenue) was 91.0% for the second quarter of 2006 compared with 89.8% for the second quarter of 2005.  Netting fuel surcharge against fuel expense, as many of our peers do, would have produced an operating ratio of 89.4% for the second quarter of 2006 compared with 88.5% for the second quarter of 2005.

“We continue to upgrade our fleet of tractors and trailers, and at the end of the second quarter the average age of our tractors and trailers was 1.4 years and 2.3 years, respectively, compared with 1.5 years and 3.1 years at the end of the 2005 quarter.  We have the ability to operate our fleet until at least the first quarter of 2008 within expected age and mileage tolerances.

“At June 30, our balance sheet reflected approximately $208.8 million in stockholders’ equity and $56.1 million in borrowed debt, for a debt-to-capitalization ratio of approximately 21.2%.”

Marten Transport will hold a live conference call to discuss second quarter financial and operating results on Thursday, July 20, 2006, 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: 1389893.  For additional information on accessing the call and to access any statistical and financial information that is discussed during the conference call, please visit www.marten.com.

Marten Transport, with headquarters in Mondovi, Wis. is one of the leading temperature-sensitive truckload carriers in the United States. Marten 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. Marten’s common stock is traded on the Nasdaq Global Select Market under the symbol MRTN.

This press release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements may be identified by their use of terms or phrases such as “expects,” “estimates,” “projects,”




 

“believes,” “anticipates,” “plans,” “intends,” and similar terms and phrases. Forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those in forward-looking statements: excess tractor or trailer capacity in the trucking industry; decreased demand for our services or loss of one or more of our major customers; surplus inventories; recessionary economic cycles and downturns in customers’ business cycles; strikes, work slow downs, or work stoppages at the company, customers, ports, or other shipping related facilities; increases or rapid fluctuations in fuel prices as well as fluctuations in surcharge collection; the volume and terms of diesel purchase commitments; interest rates, fuel taxes, tolls, and license and registration fees; increases in the prices paid for new revenue equipment and changes in the resale value of our used equipment; increased indebtedness, and associated interest expense, arising from maintaining a new fleet of equipment; shortages in supply of new equipment from manufacturers; increases in compensation for and difficulty in attracting and retaining qualified drivers and independent contractors; elevated experience in the frequency and severity of claims relating to accident, cargo, workers’ compensation, health, and other claims; changes in management’s estimates of liability based upon such experience and development factors; increases in insurance premiums and deductible amounts; 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 new emissions standards for engines. Readers should review and consider these factors along with the various disclosures by the company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission.

 CONTACTS: Randy Marten, President, and Jim Hinnendael, CFO, of Marten Transport, Ltd., 715-926-4216.




 

MARTEN TRANSPORT, LTD.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)

 

(In thousands, except share information)

 

June 30,
2006

 

 December 31, 
2005

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash

 

$

2,385

 

$

1,080

 

Marketable securities

 

602

 

494

 

Receivables:

 

 

 

 

 

Trade, net

 

52,590

 

47,383

 

Other

 

6,736

 

6,975

 

Prepaid expenses and other

 

12,080

 

13,264

 

Deferred income taxes

 

5,060

 

3,873

 

 

 

 

 

 

 

Total current assets

 

79,453

 

73,069

 

 

 

 

 

 

 

Property and equipment:

 

 

 

 

 

Revenue equipment, buildings and land, office equipment and other

 

382,835

 

362,280

 

Accumulated depreciation

 

(92,033

)

(92,342

)

 

 

 

 

 

 

Net property and equipment

 

290,802

 

269,938

 

 

 

 

 

 

 

Other assets

 

5,784

 

6,726

 

TOTAL ASSETS

 

$

376,039

 

$

349,733

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Checks issued in excess of cash balances

 

$

208

 

$

1,446

 

Accounts payable and accrued liabilities

 

25,384

 

26,203

 

Insurance and claims accruals

 

13,842

 

13,126

 

Current maturities of long-term debt

 

5,000

 

5,000

 

 

 

 

 

 

 

Total current liabilities

 

44,434

 

45,775

 

 

 

 

 

 

 

Long-term debt, less current maturities

 

51,064

 

43,300

 

Deferred income taxes

 

71,034

 

66,310

 

 

 

 

 

 

 

Total liabilities

 

166,532

 

155,385

 

 

 

 

 

 

 

Minority interest

 

695

 

431

 

 

 

 

 

 

 

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; 48,000,000 shares authorized; 21,755,523 shares at June 30, 2006, and 21,573,220 shares at December 31, 2005, issued and outstanding

 

218

 

216

 

Additional paid-in capital

 

73,345

 

71,045

 

Retained earnings

 

135,249

 

122,656

 

 

 

 

 

 

 

Total stockholders’ equity

 

208,812

 

193,917

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

376,039

 

$

349,733

 

 




 

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)

 

2006

 

2005

 

2006

 

2005

 

 

 

 

 

 

 

 

 

 

 

OPERATING REVENUE

 

$

131,862

 

$

112,800

 

$

251,417

 

$

215,706

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES (INCOME):

 

 

 

 

 

 

 

 

 

Salaries, wages and benefits

 

35,820

 

31,462

 

70,239

 

60,612

 

Purchased transportation

 

21,712

 

20,738

 

40,880

 

40,641

 

Fuel and fuel taxes

 

35,350

 

24,938

 

64,934

 

46,620

 

Supplies and maintenance

 

8,131

 

6,901

 

16,006

 

13,460

 

Depreciation

 

10,892

 

9,267

 

21,566

 

18,335

 

Operating taxes and licenses

 

1,832

 

1,671

 

3,651

 

3,317

 

Insurance and claims

 

4,665

 

4,466

 

9,972

 

8,878

 

Communications and utilities

 

857

 

826

 

1,738

 

1,652

 

Gain on disposition of revenue equipment

 

(1,699

)

(1,231

)

(3,740

)

(2,110

)

Other

 

2,490

 

2,206

 

5,370

 

4,469

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

120,050

 

101,244

 

230,616

 

195,874

 

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME

 

11,812

 

11,556

 

20,801

 

19,832

 

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSES (INCOME):

 

 

 

 

 

 

 

 

 

Interest expense

 

913

 

543

 

1,755

 

1,141

 

Interest income and other

 

(303

)

(419

)

(601

)

(786

)

Minority interest

 

242

 

309

 

350

 

317

 

 

 

852

 

433

 

1,504

 

672

 

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAXES

 

10,960

 

11,123

 

19,297

 

19,160

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

3,420

 

4,360

 

6,704

 

7,582

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

7,540

 

$

6,763

 

$

12,593

 

$

11,578

 

 

 

 

 

 

 

 

 

 

 

BASIC EARNINGS PER COMMON SHARE

 

$

0.35

 

$

0.31

 

$

0.58

 

$

0.54

 

 

 

 

 

 

 

 

 

 

 

DILUTED EARNINGS PER COMMON SHARE

 

$

0.34

 

$

0.31

 

$

0.57

 

$

0.53

 

 




 

MARTEN TRANSPORT, LTD.
OPERATING STATISTICS
(Unaudited)

 

 

 

Three Months
Ended June 30,

 

Six Months
Ended June 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

 

 

 

 

 

 

 

 

 

 

For period:(1)

 

 

 

 

 

 

 

 

 

Average operating revenue per total mile

 

$

1.906

 

$

1.627

 

$

1.846

 

$

1.586

 

Average freight revenue per total mile (2)

 

$

1.472

 

$

1.385

 

$

1.460

 

$

1.370

 

Average miles per tractor(3)

 

28,407

 

29,072

 

54,631

 

56,739

 

Average operating revenue per tractor per week(3)

 

$

4,165

 

$

3,640

 

$

3,900

 

$

3,479

 

Average freight revenue per tractor per week(2) (3)

 

$

3,216

 

$

3,097

 

$

3,085

 

$

3,006

 

Average miles per trip

 

927

 

937

 

940

 

959

 

Non-revenue miles percentage(4)

 

7.4

%

7.2

%

7.5

%

7.2

%

Total miles — company-employed drivers (in thousands)

 

56,016

 

51,881

 

109,460

 

100,501

 

Total miles — independent contractors (in thousands)

 

13,164

 

17,429

 

26,742

 

35,547

 

 

 

 

 

 

 

 

 

 

 

At June 30, 2006, and June 30, 2005:

 

 

 

 

 

 

 

 

 

Total tractors(3)

 

2,501

 

2,367

 

 

 

 

 

Average age of company tractors (in years)

 

1.4

 

1.5

 

 

 

 

 

Total trailers

 

3,708

 

3,317

 

 

 

 

 

Average age of company trailers (in years)

 

2.3

 

3.1

 

 

 

 

 

Ratio of trailers to tractors(3)

 

1.5

 

1.4

 

 

 

 

 

Ratio of tractors to non-driver personnel(3)

 

5.0

 

5.3

 

 

 

 

 

 

 

 

Three Months
Ended June 30,

 

Six Months
Ended June 30,

 

(In thousands)

 

2006

 

2005

 

2006

 

2005

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

18,298

 

$

15,122

 

$

30,730

 

$

27,912

 

Net cash used for investing activities

 

12,429

 

11,968

 

37,856

 

28,111

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

21,747

 

21,498

 

21,711

 

21,482

 

Diluted

 

21,963

 

21,923

 

21,958

 

21,938

 

 


(1)                                  The statistics for the periods presented exclude tractors and miles associated with non-freight revenue.

 

(2)                                  Excludes revenue from fuel surcharges and non-freight revenue.

 

(3)                                  Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 388 and 535 tractors as of June 30, 2006, and 2005, respectively.

 

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



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