-----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, R8lpTpXIK+LGoCgpuc5zxbZx7quI1Fte3eX0hRhgl+YlyrCkQpagbi8fxiJ1xWJz NqepYAFE6p6qIARGIJU1Vg== 0001104659-07-030792.txt : 20070424 0001104659-07-030792.hdr.sgml : 20070424 20070424135757 ACCESSION NUMBER: 0001104659-07-030792 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070423 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070424 DATE AS OF CHANGE: 20070424 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: 07783986 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 a07-12183_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):
April 23, 2007


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 April 23, 2007, the company issued a press release announcing financial results for the quarter ended March 31, 2007.  Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated April 23, 2007 announcing the company’s financial results for this period.

The press release includes a discussion of revenue, net of fuel surcharges.  The company provided this additional disclosure because management believes removing this source 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 April 23, 2007 (included herewith).

 

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: April 24, 2007

 

By

/s/ James J. Hinnendael

 

 

James J. Hinnendael

 

 

Its: Chief Financial Officer

 

3




MARTEN TRANSPORT, LTD.

FORM 8-K

INDEX TO EXHIBITS

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated April 23, 2007 (included herewith).

 

4



EX-99.1 2 a07-12183_1ex99d1.htm EX-99.1

Exhibit 99.1

MARTEN TRANSPORT, LTD. ANNOUNCES

FIRST QUARTER FINANCIAL AND OPERATING RESULTS

NET INCOME OF 21 CENTS PER DILUTED SHARE

MONDOVI, Wis., April 23, 2007 — Marten Transport, Ltd. (Nasdaq/GS:MRTN) announced today its financial and operating results for the quarter ended March 31, 2007.

Operating revenue, consisting of revenue from truckload and logistics operations, increased 9.9%, to $131.4 million in the first quarter of 2007 from $119.6 million in the 2006 quarter.  Truckload revenue increased 4.7% to $118.1 million from $112.9 million in the 2006 quarter.  Logistics revenue, which consists of revenue from our brokerage and intermodal operations, increased 98.4% to $13.3 million from $6.7 million in the 2006 quarter.

Operating revenue included fuel surcharges of $17.4 million, compared with $16.0 million for the same quarter of 2006.  Operating revenue, net of fuel surcharges, increased 10.1% to $114.0 million from $103.5 million in the 2006 quarter.

For the first quarter ended March 31, 2007, net income decreased 9.1%, to $4.6 million, or 21 cents per diluted share, from $5.1 million, or 23 cents per diluted share, for the same quarter of 2006.

Chairman, President and Chief Executive Officer Randolph L. Marten said, “We were relatively pleased with Marten’s performance in the first quarter given the challenges of a somewhat softer freight market and severe winter storms that impaired productivity.  We were able to mitigate the effects of generally declining freight tonnage by concentrating on our core business of transporting food and consumer products, which we believe are generally less cyclical than many other products.  Winter weather dealt a harsher blow, however, as we lost approximately 3 days of fleet operations to winter storms, which was more than we have experienced in some time.  Despite these obstacles, our earnings of 21 cents per diluted share represented the third highest earnings total for a first quarter in the history of our company.

“Through a combination of seating more trucks, obtaining rate increases where justified, and holding the line on non-revenue miles, we were able to increase our asset productivity over the first quarter of 2006.  Average truckload revenue per tractor per week, net of fuel surcharges, our main measure of asset productivity, increased 3.4% to $3,059 from $2,959 in the first quarter of 2006, which is notable given the inclement weather we experienced in February.  Average truckload revenue, net of fuel surcharges, per total mile increased 2.1% to $1.479 from $1.448 in the first quarter of 2006.  Our average number of seated tractors grew 5.9% quarter-over-quarter.  With the additional seated trucks, miles per tractor increased 1.3% as well.

“Logistics revenue, which consists of revenue from our internal brokerage and intermodal operations and from revenue associated with our 45% interest in MW Logistics, LLC, a third- party provider of logistics services, increased by 98.4% to $13.3 million.  As our logistics business has become increasingly successful and a more important part of our business, this business will be reported as a separate segment going forward.  Separating our truckload revenue and logistics revenue will allow our investors to more accurately track the progress in our logistics operations.  I’m very pleased with the growth our logistics team has been able to accomplish in such a short time.

“From an expense standpoint, we continued our rigorous cost control efforts.  Our employees stepped up their productivity as we were able to improve our headcount to 5.5 tractors per non-driver




personnel and hold our trailer to tractor ratio at 1.5 to 1.0 despite an increase in intermodal operations.  We’re pleased that we have handled more revenue without a corresponding increase in personnel or equipment.

“Two items that affected our expenses were an $861,000 decrease in gain on disposition of revenue equipment and a $524,000 decrease in our reserve for bad debts.  The after-tax impact of each of these two items was a decrease in net income of $536,000 and an increase of $326,000, respectively.  We expect our gain on sale of revenue equipment to remain below last year’s level for the remainder of the year.  The decrease in the allowance for bad debts represents a one-time adjustment to reflect our strong collection record and consistent service to customers.

“Our other costs generally changed consistent with the continued increase in company-owned equipment and the corresponding decrease in independent contractor equipment.  Salaries, wages, and benefits increased by approximately 45 basis points as a percentage of operating revenue, net of fuel surcharges, due to the increase in miles driven by company drivers.

“Fuel and fuel taxes expense, net of fuel surcharges, increased 13.7%, due to an increase in average fuel cost to $2.43 per gallon in the first quarter of 2007 compared with $2.39 per gallon in the first quarter of 2006, the increase in company truck miles as a percentage of total miles, and lower fuel economy associated with inclement weather.  We continue to aggressively collect our fuel surcharges, but as the cost of fuel and the number of miles driven by company drivers increases, the uncollected portion becomes more meaningful.

“Despite a decrease in miles driven by independent contractors, purchased transportation increased by approximately 62 basis points as a percentage of operating revenue, net of fuel surcharges.  The increase was attributable primarily to increased payments to third party providers of rail and trucking capacity in our logistics segment, as that business nearly doubled in size versus the first quarter of 2006.

“Our operating ratio (operating expenses as a percentage of operating revenue) was 93.6% for the first quarter of 2007 compared with 92.5% for the first quarter of 2006.  Netting fuel surcharges against fuel expense, as many of our peers do, would have produced an operating ratio of 92.6% for the first quarter of 2007 compared with 91.3% for the first quarter of 2006.

“At March 31, our balance sheet reflected approximately $225.8 million in stockholders’ equity and $70.0 million in borrowed debt, for a debt-to-capitalization ratio of approximately 23.7%.”

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. In this release, forward-looking




statements involve, among other things, the less cyclical nature of the markets we primarily serve.  The following factors, among others, could cause actual results to differ materially from those in forward-looking statements: the risk that our perception of the cyclicality of the markets we primarily serve is incorrect or there are recessionary economic cycles and downturns in customers’ business cycles; increases in the prices paid for new revenue equipment and changes in the resale value of our used equipment causing our gain on disposition to fluctuate; 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; 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; 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 and the adoption of ultra-low sulfur diesel fuel. 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, Chairman, President and Chief Executive Officer, and Jim Hinnendael, Chief Financial Officer, of Marten Transport, Ltd., 715-926-4216.




MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED BALANCE SHEETS

 

 

March 31,

 

December 31,

 

(In thousands, except share information)

 

2007

 

2006

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash

 

$

2,928

 

$

2,988

 

Marketable securities

 

300

 

300

 

Receivables:

 

 

 

 

 

Trade, net

 

51,371

 

48,005

 

Other

 

5,638

 

6,458

 

Prepaid expenses and other

 

12,531

 

14,227

 

Deferred income taxes

 

4,981

 

4,532

 

Total current assets

 

77,749

 

76,510

 

Property and equipment:

 

 

 

 

 

Revenue equipment, buildings and land, office equipment and other

 

440,069

 

428,729

 

Accumulated depreciation

 

(103,935

)

(98,841

)

Net property and equipment

 

336,134

 

329,888

 

 

 

 

 

 

 

Other assets

 

3,917

 

4,424

 

TOTAL ASSETS

 

$

417,800

 

$

410,822

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Checks issued in excess of cash balances

 

$

350

 

$

804

 

Accounts payable and accrued liabilities

 

26,990

 

37,545

 

Insurance and claims accruals

 

16,172

 

16,073

 

Current maturities of long-term debt

 

5,000

 

5,000

 

Total current liabilities

 

48,512

 

59,422

 

Long-term debt, less current maturities

 

65,046

 

53,659

 

Deferred income taxes

 

77,507

 

75,835

 

Total liabilities

 

191,065

 

188,916

 

Minority interest

 

982

 

913

 

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; 21,770,773 shares at March 31, 2007, and 21,764,773 shares at December 31, 2006, issued and outstanding

 

218

 

218

 

Additional paid-in capital

 

73,767

 

73,601

 

Retained earnings

 

151,768

 

147,174

 

Total stockholders’ equity

 

225,753

 

220,993

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

417,800

 

$

410,822

 

 




MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

Three Months
Ended March 31,

 

(In thousands, except per share information)

 

2007

 

2006

 

 

 

 

 

 

 

OPERATING REVENUE

 

$

131,416

 

$

119,555

 

 

 

 

 

 

 

OPERATING EXPENSES (INCOME):

 

 

 

 

 

Salaries, wages and benefits

 

38,413

 

34,419

 

Purchased transportation

 

21,820

 

19,168

 

Fuel and fuel taxes

 

32,812

 

29,584

 

Supplies and maintenance

 

8,950

 

7,875

 

Depreciation

 

11,723

 

10,674

 

Operating taxes and licenses

 

1,699

 

1,819

 

Insurance and claims

 

5,470

 

5,307

 

Communications and utilities

 

940

 

881

 

Gain on disposition of revenue equipment

 

(1,180

)

(2,041

)

Other

 

2,379

 

2,880

 

 

 

 

 

 

 

Total operating expenses

 

123,026

 

110,566

 

 

 

 

 

 

 

OPERATING INCOME

 

8,390

 

8,989

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSES (INCOME):

 

 

 

 

 

Interest expense

 

1,079

 

842

 

Interest income and other

 

(219

)

(298

)

Minority interest

 

150

 

108

 

 

 

1,010

 

652

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAXES

 

7,380

 

8,337

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

2,786

 

3,284

 

 

 

 

 

 

 

NET INCOME

 

$

4,594

 

$

5,053

 

 

 

 

 

 

 

BASIC EARNINGS PER COMMON SHARE

 

$

0.21

 

$

0.23

 

 

 

 

 

 

 

DILUTED EARNINGS PER COMMON SHARE

 

$

0.21

 

$

0.23

 

 




MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Dollars in thousands)

 

 

 

 

 

 

 

Dollar
Change

 

Percentage
Change

 

 

 

Three Months
Ended
March 31,

 

Three Months
Ended
March 31,

 

Three Months
Ended
March 31,

 

 

 

2007

 

2006

 

2007 vs. 2006

 

2007 vs. 2006

 

Operating revenue:

 

 

 

 

 

 

 

 

 

Truckload revenue, net of fuel surcharge revenue

 

$

101,277

 

$

97,073

 

$

4,204

 

4.3

%

Truckload fuel surcharge revenue

 

16,870

 

15,793

 

1,077

 

6.8

 

Total Truckload revenue

 

118,147

 

112,866

 

5,281

 

4.7

 

 

 

 

 

 

 

 

 

 

 

Logistics revenue, net of intermodal fuel surcharge revenue

 

12,712

 

6,435

 

6,277

 

97.5

 

Intermodal fuel surcharge revenue

 

557

 

254

 

303

 

119.3

 

Total Logistics revenue

 

13,269

 

6,689

 

6,580

 

98.4

 

 

 

 

 

 

 

 

 

 

 

Total operating revenue

 

$

131,416

 

$

119,555

 

$

11,861

 

9.9

%

 

 

 

 

 

 

 

 

 

 

Operating income:

 

 

 

 

 

 

 

 

 

Truckload

 

$

7,347

 

$

8,422

 

$

(1,075

)

(12.8

)%

Logistics

 

1,043

 

567

 

476

 

84.0

 

Total operating income

 

$

8,390

 

$

8,989

 

$

(599

)

(6.7

)%

 

 

 

 

 

 

 

 

 

 

Operating ratio:

 

 

 

 

 

 

 

 

 

Truckload

 

93.8

%

92.5

%

 

 

(1.4

)%

Logistics

 

92.1

 

91.5

 

 

 

(0.7

)

Consolidated operating ratio

 

93.6

%

92.5

%

 

 

(1.2

)%

 




MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

 

 

 

Three Months
Ended March 31,

 

 

 

2007

 

2006

 

 

 

 

 

 

 

Truckload Segment:

 

 

 

 

 

Average truckload revenue, net of fuel surcharges, per total mile

 

$

1.479

 

$

1.448

 

Average miles per tractor(1)

 

26,601

 

26,267

 

Average truckload revenue, net of fuel surcharges, per tractor per week(1)

 

$

3,059

 

$

2,959

 

Average tractors(1)

 

2,575

 

2,552

 

Average miles per trip

 

942

 

952

 

Non-revenue miles percentage(2)

 

7.6

%

7.6

%

Total miles — company-employed drivers (in thousands)

 

57,168

 

53,444

 

Total miles — independent contractors (in thousands)

 

11,329

 

13,578

 

 

 

 

 

 

 

Logistics Segment:

 

 

 

 

 

Brokerage:

 

 

 

 

 

Revenue (in thousands)

 

$

9,049

 

$

5,062

 

Loads

 

4,748

 

3,118

 

Intermodal:

 

 

 

 

 

Revenue (in thousands)

 

$

4,220

 

$

1,627

 

Loads

 

1,386

 

537

 

Average tractors

 

24

 

10

 

 

 

 

 

 

 

At March 31, 2007, and March 31, 2006:

 

 

 

 

 

Total tractors(1)

 

2,591

 

2,444

 

Average age of company tractors (in years)

 

1.6

 

1.2

 

Total trailers

 

3,903

 

3,599

 

Average age of company trailers (in years)

 

2.2

 

2.6

 

Ratio of trailers to tractors(1)

 

1.5

 

1.5

 

Ratio of tractors to non-driver personnel(1)

 

5.5

 

5.3

 

 

 

 

Three Months
Ended March 31,

 

(In thousands)

 

2007

 

2006

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

16,838

 

$

12,432

 

Net cash used for investing activities

 

27,900

 

25,427

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

Basic

 

21,766

 

21,674

 

Diluted

 

21,951

 

21,945

 


(1)

 

Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 367 and 414 tractors as of March 31, 2007, and 2006, respectively.

 

 

 

(2)

 

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

 



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