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 15, 2013
MARTEN TRANSPORT, LTD.
(Exact name of registrant as specified in its charter)
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Delaware |
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0-15010 |
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39-1140809 |
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(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer |
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129 Marten Street |
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54755 |
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(Address of principal executive offices) |
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(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):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 2 – Financial Information
Item 2.02. Results of Operations and Financial Condition.
On October 15, 2013, the company issued a press release announcing financial results for the quarter ended September 30, 2013. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated October 15, 2013 announcing the company’s financial results for this period.
The press release also includes a discussion of operating revenue, net of fuel surcharge revenue and MW Logistics, LLC revenue; operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharge revenue; and logistics revenue, net of intermodal fuel surcharge revenue. The company provided these additional disclosures because management believes removing these sources of revenue provides a more consistent basis for comparing results of operations from period to period. These financial measures in the press release have 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 the most directly comparable GAAP financial measures. For the discussion of operating revenue, net of fuel surcharge revenue and MW Logistics, LLC revenue; operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharge revenue; and logistics revenue, net of intermodal fuel surcharge revenue, the most directly comparable GAAP financial measures are operating revenue, operating expenses divided by operating revenue, and logistics revenue, respectively, which are reconciled in the attached 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.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Shell Company Transactions.
Not Applicable.
(d) Exhibits.
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Exhibit No. |
Description |
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99.1 |
Press Release dated October 15, 2013 (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: October 16, 2013 | By: | /s/James J. Hinnendael | |
| James J. Hinnendael | |||
| Its: Chief Financial Officer | |||
MARTEN TRANSPORT, LTD.
FORM 8-K
INDEX TO EXHIBITS
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Exhibit No. |
Description | |
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99.1 |
Press Release dated October 15, 2013 (included herewith). |
3
MONDOVI, Wis., Oct. 15, 2013 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq:MRTN) today reported the highest net income for any quarter in the company's history. Net income improved 22.4% to $8.0 million, or 24 cents per diluted share, for the third quarter ended September 30, 2013, from $6.5 million, or 20 cents per diluted share, for the third quarter of 2012. For the nine-month period ended September 30, 2013, net income increased 16.9% to $22.8 million, or 68 cents per diluted share, from $19.5 million, or 59 cents per diluted share, for the 2012 nine-month period.
Operating revenue, consisting of revenue from truckload and logistics operations, increased to $167.1 million for the third quarter of 2013 from $163.6 million for the third quarter of 2012, and increased to $493.0 million for the 2013 nine-month period from $472.0 million for the 2012 nine-month period. Operating revenue, net of fuel surcharges and MW Logistics, LLC (MWL) revenue, increased 7.0% to $134.5 million for the 2013 quarter from $125.8 million for the 2012 quarter, and increased 8.6% to $390.3 million for the 2013 nine-month period from $359.3 million for the 2012 nine-month period. Fuel surcharge revenue increased to $32.6 million for the third quarter of 2013 from $30.3 million for the 2012 quarter, and increased to $96.0 million for the 2013 nine-month period from $88.9 million for the 2012 nine-month period. With the March 2013 deconsolidation of MWL, no MWL revenue was included in the third quarter of 2013 compared with $7.6 million in the 2012 quarter. MWL revenue included in the first nine months of 2013 decreased by $17.2 million from the first nine months of last year with the deconsolidation.
Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharge revenue, improved to 89.9% for the third quarter of 2013 from 92.6% for the third quarter of 2012. The ratio improved to 90.1% for the 2013 nine-month period from 91.5% for the 2012 nine-month period.
Chairman and Chief Executive Officer Randolph L. Marten said, "We are pleased to announce our highest net income for any quarter in our history as well as our fourteenth consecutive year-over-year increase in quarterly profitability. We believe our continued growth and profitability are directly related to the strong positioning of our truckload operations, as well as the diversification of our service offerings in intermodal and brokerage. Our total truckload, intermodal and broker loads increased 11.9% in the third quarter of 2013 over the prior year's quarter. We continue to drive improvements in tractor utilization and revenue per tractor, which increased 3.3% over the third quarter of 2012 – on top of a 7.3% increase in the third quarter of 2012 over the 2011 quarter. These continued improvements helped us achieve an operating ratio excluding fuel surcharge of 89.9% for the third quarter of 2013, our second best ratio over the past 28 quarters."
Marten Transport, with headquarters in Mondovi, Wis., is one of the leading temperature-sensitive truckload carriers in the United States. Marten specializes in transporting and distributing food and other consumer packaged goods that require a temperature-controlled or insulated environment. Marten offers service in the United States, Canada and Mexico, concentrating on expedited movements for high-volume customers. Marten's common stock is traded on the Nasdaq Global Select Market under the symbol MRTN.
Since 2004, Marten Transport's results and consolidated financial statements have included the accounts of MWL, a third-party provider of logistics services to the transportation industry. On March 28, 2013, a member of MWL made a capital contribution to MWL. Accordingly, effective as of that date, Marten was no longer the primary beneficiary, deconsolidated MWL and started accounting for its ownership interest in MWL under the equity method of accounting.
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. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially from those expressed in such forward-looking statements. Important factors known to the company that could cause actual results to differ materially from those discussed in the forward-looking statements are discussed in Item 1A of the company's Annual Report on Form 10-K for the year ended December 31, 2012. The company undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.
| MARTEN TRANSPORT, LTD. | ||
| CONSOLIDATED CONDENSED BALANCE SHEETS | ||
| (Unaudited) | ||
| September 30, | December 31, | |
| (In thousands, except share information) | 2013 | 2012 |
| ASSETS | ||
| Current assets: | ||
| Cash and cash equivalents | $1,072 | $3,473 |
| Receivables: | ||
| Trade, net | 72,659 | 66,239 |
| Other | 4,678 | 7,177 |
| Prepaid expenses and other | 12,748 | 15,490 |
| Deferred income taxes | 3,468 | 3,155 |
| Total current assets | 94,625 | 95,534 |
| Property and equipment: | ||
| Revenue equipment, buildings and land, office equipment and other | 583,445 | 551,136 |
| Accumulated depreciation | (163,171) | (156,660) |
| Net property and equipment | 420,274 | 394,476 |
| Other assets | 3,527 | 613 |
| TOTAL ASSETS | $518,426 | $490,623 |
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||
| Current liabilities: | ||
| Accounts payable and accrued liabilities | $38,140 | $33,062 |
| Insurance and claims accruals | 13,824 | 13,838 |
| Total current liabilities | 51,964 | 46,900 |
| Long-term debt, less current maturities | 821 | 2,726 |
| Deferred income taxes | 114,082 | 109,074 |
| Total liabilities | 166,867 | 158,700 |
| Stockholders' equity: | ||
| Marten Transport, Ltd. 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; 33,229,969 shares at September 30, 2013, and 33,164,428 shares at December 31, 2012, issued and outstanding | 332 | 332 |
| Additional paid-in capital | 83,969 | 82,679 |
| Retained earnings | 267,258 | 246,349 |
| Total Marten Transport, Ltd. stockholders' equity | 351,559 | 329,360 |
| Noncontrolling interest | -- | 2,563 |
| Total stockholders' equity | 351,559 | 331,923 |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $518,426 | $490,623 |
| MARTEN TRANSPORT, LTD. | ||||
| CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS | ||||
| (Unaudited) | ||||
| Three Months | Nine Months | |||
| (In thousands, except per share information) | Ended September 30, | Ended September 30, | ||
| 2013 | 2012 | 2013 | 2012 | |
| OPERATING REVENUE | $167,103 | $163,606 | $492,990 | $472,044 |
| OPERATING EXPENSES (INCOME): | ||||
| Salaries, wages and benefits | 43,310 | 42,352 | 127,780 | 120,021 |
| Purchased transportation | 30,136 | 32,428 | 92,449 | 92,021 |
| Fuel and fuel taxes | 42,547 | 43,020 | 123,466 | 121,659 |
| Supplies and maintenance | 10,296 | 10,581 | 29,827 | 29,958 |
| Depreciation | 16,248 | 15,537 | 48,155 | 45,114 |
| Operating taxes and licenses | 1,811 | 1,694 | 5,406 | 4,893 |
| Insurance and claims | 5,741 | 4,809 | 17,360 | 15,816 |
| Communications and utilities | 1,305 | 1,265 | 3,850 | 3,637 |
| Gain on disposition of revenue equipment | (1,472) | (1,349) | (5,124) | (4,053) |
| Other | 3,528 | 3,429 | 10,509 | 10,336 |
| Total operating expenses | 153,450 | 153,766 | 453,678 | 439,402 |
| OPERATING INCOME | 13,653 | 9,840 | 39,312 | 32,642 |
| OTHER | (130) | (6) | (298) | (40) |
| INCOME BEFORE INCOME TAXES | 13,783 | 9,846 | 39,610 | 32,682 |
| Less: Income before income taxes attributable to noncontrolling interest | -- | 61 | 84 | 467 |
| INCOME BEFORE INCOME TAXES ATTRIBUTABLE TO MARTEN TRANSPORT, LTD. | 13,783 | 9,785 | 39,526 | 32,215 |
| PROVISION FOR INCOME TAXES | 5,806 | 3,267 | 16,680 | 12,667 |
| NET INCOME | $7,977 | $6,518 | $22,846 | $19,548 |
| BASIC EARNINGS PER COMMON SHARE | $0.24 | $0.20 | $0.69 | $0.59 |
| DILUTED EARNINGS PER COMMON SHARE | $0.24 | $0.20 | $0.68 | $0.59 |
| DIVIDENDS PAID PER COMMON SHARE | $0.025 | $0.017 | $0.058 | $0.047 |
| MARTEN TRANSPORT, LTD. | ||||
| SEGMENT INFORMATION | ||||
| (Unaudited) | ||||
| Dollar | Percentage | |||
| Change | Change | |||
| Three Months | Three Months | Three Months | ||
| Ended | Ended | Ended | ||
| September 30, | September 30, | September 30, | ||
| (Dollars in thousands) | 2013 | 2012 | 2013 vs. 2012 | 2013 vs. 2012 |
| Operating revenue: | ||||
| Truckload revenue, net of fuel surcharge revenue | $103,145 | $96,938 | $6,207 | 6.4% |
| Truckload fuel surcharge revenue | 27,135 | 25,931 | 1,204 | 4.6 |
| Total Truckload revenue | 130,280 | 122,869 | 7,411 | 6.0 |
| Logistics revenue, net of intermodal fuel surcharge revenue | 31,397 | 36,408 | (5,011) | (13.8) |
| Intermodal fuel surcharge revenue | 5,426 | 4,329 | 1,097 | 25.3 |
| Total Logistics revenue | 36,823 | 40,737 | (3,914) | (9.6) |
| Total operating revenue | $167,103 | $163,606 | $3,497 | 2.1% |
| Operating income: | ||||
| Truckload | $12,267 | $7,938 | $4,329 | 54.5% |
| Logistics | 1,386 | 1,902 | (516) | (27.1) |
| Total operating income | $13,653 | $9,840 | $3,813 | 38.8% |
| Operating ratio: | ||||
| Truckload | 90.6% | 93.5% | ||
| Logistics | 96.2 | 95.3 | ||
| Consolidated operating ratio | 91.8% | 94.0% | ||
| MARTEN TRANSPORT, LTD. | ||||
| SEGMENT INFORMATION | ||||
| (Unaudited) | ||||
| Dollar | Percentage | |||
| Change | Change | |||
| Nine Months | Nine Months | Nine Months | ||
| Ended | Ended | Ended | ||
| September 30, | September 30, | September 30, | ||
| (Dollars in thousands) | 2013 | 2012 | 2013 vs. 2012 | 2013 vs. 2012 |
| Operating revenue: | ||||
| Truckload revenue, net of fuel surcharge revenue | $298,106 | $280,284 | $17,822 | 6.4% |
| Truckload fuel surcharge revenue | 80,760 | 77,305 | 3,455 | 4.5 |
| Total Truckload revenue | 378,866 | 357,589 | 21,277 | 6.0 |
| Logistics revenue, net of intermodal fuel surcharge revenue | 98,878 | 102,889 | (4,011) | (3.9) |
| Intermodal fuel surcharge revenue | 15,246 | 11,566 | 3,680 | 31.8 |
| Total Logistics revenue | 114,124 | 114,455 | (331) | (0.3) |
| Total operating revenue | $492,990 | $472,044 | $20,946 | 4.4% |
| Operating income: | ||||
| Truckload | $33,643 | $26,039 | $7,604 | 29.2% |
| Logistics | 5,669 | 6,603 | (934) | (14.1) |
| Total operating income | $39,312 | $32,642 | $6,670 | 20.4% |
| Operating ratio: | ||||
| Truckload | 91.1% | 92.7% | ||
| Logistics | 95.0 | 94.2 | ||
| Consolidated operating ratio | 92.0% | 93.1% | ||
| MARTEN TRANSPORT, LTD. | ||||
| OPERATING STATISTICS | ||||
| (Unaudited) | ||||
| Three Months | Nine Months | |||
| Ended September 30, | Ended September 30, | |||
| 2013 | 2012 | 2013 | 2012 | |
| Truckload Segment: | ||||
| Total Truckload revenue (in thousands) | $130,280 | $122,869 | $378,866 | $357,589 |
| Average truckload revenue, net of fuel surcharges, per tractor per week(1) | $3,509 | $3,398 | $3,446 | $3,322 |
| Average tractors(1) | 2,237 | 2,171 | 2,218 | 2,155 |
| Average miles per trip | 593 | 630 | 605 | 624 |
| Non-revenue miles percentage(2) | 10.4% | 11.4% | 10.5% | 11.2% |
| Total miles – company-employed drivers (in thousands) | 57,286 | 54,903 | 169,212 | 159,700 |
| Total miles – independent contractors (in thousands) | 1,345 | 1,067 | 3,659 | 3,686 |
| Logistics Segment: | ||||
| Total Logistics revenue (in thousands) | $36,823 | $40,737 | $114,124 | $114,455 |
| Brokerage: | ||||
| Marten Transport | ||||
| Revenue (in thousands) | $12,614 | $13,076 | $39,896 | $39,740 |
| Loads | 8,435 | 8,172 | 26,467 | 24,130 |
| MWL | ||||
| Revenue (in thousands) | $ -- | $7,576 | $6,676 | $23,906 |
| Loads | -- | 4,260 | 3,758 | 12,479 |
| Intermodal: | ||||
| Revenue (in thousands) | $24,209 | $20,085 | $67,552 | $50,809 |
| Loads | 9,837 | 7,642 | 27,343 | 19,527 |
| Average tractors | 81 | 68 | 81 | 59 |
| At September 30, 2013 and September 30, 2012: | ||||
| Total tractors(1) | 2,301 | 2,267 | ||
| Average age of company tractors (in years) | 1.9 | 2.0 | ||
| Total trailers | 4,159 | 4,166 | ||
| Average age of company trailers (in years) | 2.4 | 2.2 | ||
| Ratio of trailers to tractors(1) | 1.8 | 1.8 | ||
| Three Months | Nine Months | |||
| Ended September 30, | Ended September 30, | |||
| (In thousands) | 2013 | 2012 | 2013 | 2012 |
| Net cash provided by operating activities | $18,039 | $22,777 | $65,849 | $62,789 |
| Net cash used for investing activities | 10,312 | 22,302 | 64,728 | 77,606 |
| Weighted average shares outstanding: | ||||
| Basic | 33,226 | 33,107 | 33,206 | 33,085 |
| Diluted | 33,475 | 33,223 | 33,389 | 33,225 |
| (1) Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 52 and 43 tractors as of September 30, 2013, and 2012, respectively. | ||||
| (2) Represents the percentage of miles for which the company is not compensated. | ||||
CONTACT: Tim Kohl, President, and Jim Hinnendael,
Chief Financial Officer, of Marten Transport, Ltd.
715-926-4216