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):
January 21, 2014
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 January 21, 2014, the company issued a press release announcing financial results for the quarter and year ended December 31, 2013. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated January 21, 2014 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 January 21, 2014 (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.
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MARTEN TRANSPORT, LTD. |
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Dated: January 22, 2014 |
By: |
/s/ James J. Hinnendael |
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James J. Hinnendael |
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Its: Chief Financial Officer |
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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 January 21, 2014 (included herewith). |
3
Exhibit 99.1
Marten Transport Announces Fourth Quarter and Year End Results
Reports Highest Net Income in Company History on 10.6% Increase in 2013
MONDOVI, Wis., Jan. 21, 2014 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq:MRTN) today reported the highest net income for any year in its history. For the year ended December 31, 2013, net income improved 10.6% to a record $30.1 million, or 90 cents per diluted share, from $27.3 million, or 82 cents per diluted share, in 2012. For the fourth quarter of 2013, net income decreased to $7.3 million, or 22 cents per diluted share, from $7.7 million, or 23 cents per diluted share, in the fourth quarter of 2012.
Operating revenue, consisting of revenue from truckload and logistics operations, decreased slightly to $166.2 million in the fourth quarter of 2013 from $166.4 million in the fourth quarter of 2012, and increased to $659.2 million in 2013 from $638.5 million in 2012. Operating revenue, net of fuel surcharges and MW Logistics, LLC (MWL) revenue, increased 5.6% to $134.5 million in the 2013 quarter from $127.4 million in the 2012 quarter, and increased 7.8% to $524.8 million in 2013 from $486.7 million in 2012. Fuel surcharge revenue decreased to $31.7 million in the fourth quarter of 2013 from $32.2 million in the 2012 quarter, and increased to $127.7 million in 2013 from $121.1 million in 2012. With the March 2013 deconsolidation of MWL, no MWL revenue was included in the fourth quarter of 2013 compared with $6.7 million in the 2012 quarter. MWL revenue included in 2013 decreased by $24.0 million from 2012 with the deconsolidation.
Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharge revenue, was 90.6% in the fourth quarter of 2013, compared to the 90.2% ratio achieved in the fourth quarter of 2012. The ratio improved to 90.2% in 2013 from 91.1% in 2012. The ratio in 2013 was the Company's best since 2005 and the fourth consecutive year with improved results.
Chairman and Chief Executive Officer Randolph L. Marten said, "We are pleased to announce our highest net income for any year in our history. These results were earned in a challenging rate environment with significant industry headwinds including higher equipment and maintenance costs, pay inflation to drivers within a contracting driver market and revised hours of service regulations. We continued to grow our business with our total truckload, intermodal and broker loads up 7.5% in the fourth quarter of 2013 and up 10.2% in 2013 over the prior year's periods – and expect continued growth in 2014, principally with our dedicated truckload, intermodal and Mexico operations. We also continue to drive improvements in revenue per tractor, which increased 3.9% in the fourth quarter of 2013 and 3.8% in 2013 over the prior year's periods. We believe that we are better positioned than ever for future performance growth with our diverse service infrastructure and the dedicated people who have built it with their smart, hard work.
"We are also pleased to have received a 2013 SmartWay Excellence Award from the U.S. Environmental Protection Agency. The Excellence Award is reserved for the top one percent of SmartWay Partners and recognizes industry leadership in freight supply chain environmental performance and energy efficiency."
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)
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December 31, |
December 31, |
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2013 |
2012 |
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(In thousands, except share information) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ | 13,650 | $ | 3,473 | ||||
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Receivables: |
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Trade, net |
70,869 | 66,239 | ||||||
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Other |
4,142 | 7,177 | ||||||
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Prepaid expenses and other |
15,274 | 15,490 | ||||||
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Deferred income taxes |
3,415 | 3,155 | ||||||
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Total current assets |
107,350 | 95,534 | ||||||
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Property and equipment: |
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Revenue equipment, buildings and land, office equipment and other |
579,925 | 551,136 | ||||||
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Accumulated depreciation |
(164,916 | ) | (156,660 | ) | ||||
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Net property and equipment |
415,009 | 394,476 | ||||||
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Other assets |
3,443 | 613 | ||||||
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TOTAL ASSETS |
$ | 525,802 | $ | 490,623 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities: |
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Accounts payable and accrued liabilities |
$ | 38,624 | $ | 33,062 | ||||
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Insurance and claims accruals |
14,404 | 13,838 | ||||||
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Total current liabilities |
53,028 | 46,900 | ||||||
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Long-term debt, less current maturities |
-- | 2,726 | ||||||
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Deferred income taxes |
113,637 | 109,074 | ||||||
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Total liabilities |
166,665 | 158,700 | ||||||
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Stockholders' equity: |
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Marten Transport, Ltd. stockholders' equity: |
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Preferred stock, $.01 par value per share; 2,000,000 shares authorized; no shares issued and outstanding |
-- | -- | ||||||
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Common stock, $.01 par value per share; 48,000,000 shares authorized; 33,301,048 shares at December 31, 2013, and 33,164,428 shares at December 31, 2012, issued and outstanding |
333 | 332 | ||||||
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Additional paid-in capital |
85,077 | 82,679 | ||||||
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Retained earnings |
273,727 | 246,349 | ||||||
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Total Marten Transport, Ltd. stockholders' equity |
359,137 | 329,360 | ||||||
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Noncontrolling interest |
-- | 2,563 | ||||||
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Total stockholders' equity |
359,137 | 331,923 | ||||||
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
$ | 525,802 | $ | 490,623 | ||||
MARTEN TRANSPORT, LTD.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months |
Year |
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Ended December 31, |
Ended December 31, |
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(In thousands, except per share information) |
2013 |
2012 |
2013 |
2012 |
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OPERATING REVENUE |
$ | 166,224 | $ | 166,412 | $ | 659,214 | $ | 638,456 | ||||||||
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OPERATING EXPENSES (INCOME): |
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Salaries, wages and benefits |
43,534 | 43,221 | 171,314 | 163,242 | ||||||||||||
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Purchased transportation |
30,987 | 32,248 | 123,436 | 124,269 | ||||||||||||
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Fuel and fuel taxes |
39,804 | 41,937 | 163,270 | 163,596 | ||||||||||||
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Supplies and maintenance |
10,755 | 9,961 | 40,582 | 39,919 | ||||||||||||
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Depreciation |
16,321 | 15,790 | 64,476 | 60,904 | ||||||||||||
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Operating taxes and licenses |
1,704 | 1,848 | 7,110 | 6,741 | ||||||||||||
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Insurance and claims |
6,321 | 4,902 | 23,681 | 20,718 | ||||||||||||
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Communications and utilities |
1,362 | 1,302 | 5,212 | 4,939 | ||||||||||||
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Gain on disposition of revenue equipment |
(848 | ) | (1,249 | ) | (5,972 | ) | (5,302 | ) | ||||||||
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Other |
3,601 | 3,241 | 14,110 | 13,577 | ||||||||||||
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Total operating expenses |
153,541 | 153,201 | 607,219 | 592,603 | ||||||||||||
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OPERATING INCOME |
12,683 | 13,211 | 51,995 | 45,853 | ||||||||||||
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OTHER |
(94 | ) | (8 | ) | (392 | ) | (48 | ) | ||||||||
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INCOME BEFORE INCOME TAXES |
12,777 | 13,219 | 52,387 | 45,901 | ||||||||||||
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Less: Income before income taxes attributable to noncontrolling interest |
-- | 30 | 84 | 497 | ||||||||||||
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INCOME BEFORE INCOME TAXES ATTRIBUTABLE TO MARTEN TRANSPORT, LTD. |
12,777 | 13,189 | 52,303 | 45,404 | ||||||||||||
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PROVISION FOR INCOME TAXES |
5,476 | 5,470 | 22,156 | 18,137 | ||||||||||||
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NET INCOME |
$ | 7,301 | $ | 7,719 | $ | 30,147 | $ | 27,267 | ||||||||
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BASIC EARNINGS PER COMMON SHARE |
$ | 0.22 | $ | 0.23 | $ | 0.91 | $ | 0.82 | ||||||||
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DILUTED EARNINGS PER COMMON SHARE |
$ | 0.22 | $ | 0.23 | $ | 0.90 | $ | 0.82 | ||||||||
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DIVIDENDS PAID PER COMMON SHARE |
$ | 0.025 | $ | 0.517 | $ | 0.083 | $ | 0.563 | ||||||||
MARTEN TRANSPORT, LTD.
SEGMENT INFORMATION
(Unaudited)
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Three Months |
Dollar Change Three Months |
Percentage Change Three Months |
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Ended |
Ended |
Ended |
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December 31, |
December 31, |
December 31, |
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(Dollars in thousands) |
2013 |
2012 |
2013 vs. 2012 |
2013 vs. 2012 |
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Operating revenue: |
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Truckload revenue, net of fuel surcharge revenue |
$ | 102,218 | $ | 98,099 | $ | 4,119 | 4.2 | % | ||||||||
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Truckload fuel surcharge revenue |
26,195 | 27,635 | (1,440 | ) | (5.2 | ) | ||||||||||
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Total Truckload revenue |
128,413 | 125,734 | 2,679 | 2.1 | ||||||||||||
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Logistics revenue, net of intermodal fuel surcharge revenue |
32,308 | 36,071 | (3,763 | ) | (10.4 | ) | ||||||||||
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Intermodal fuel surcharge revenue |
5,503 | 4,607 | 896 | 19.4 | ||||||||||||
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Total Logistics revenue |
37,811 | 40,678 | (2,867 | ) | (7.0 | ) | ||||||||||
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Total operating revenue |
$ | 166,224 | $ | 166,412 | $ | (188 | ) | (0.1 | )% | |||||||
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Operating income: |
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Truckload |
$ | 11,222 | $ | 10,766 | $ | 456 | 4.2 | % | ||||||||
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Logistics |
1,461 | 2,445 | (984 | ) | (40.2 | ) | ||||||||||
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Total operating income |
$ | 12,683 | $ | 13,211 | $ | (528 | ) | (4.0 | )% | |||||||
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Operating ratio: |
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Truckload |
91.3 | % | 91.4 | % | ||||||||||||
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Logistics |
96.1 | 94.0 | ||||||||||||||
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Consolidated operating ratio |
92.4 | % | 92.1 | % | ||||||||||||
MARTEN TRANSPORT, LTD.
SEGMENT INFORMATION
(Unaudited)
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Dollar |
Percentage |
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Change |
Change |
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Year |
Year |
Year |
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Ended |
Ended |
Ended |
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December 31, |
December 31, |
December 31, |
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(Dollars in thousands) |
2013 |
2012 |
2013 vs. 2012 |
2013 vs. 2012 |
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Operating revenue: |
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Truckload revenue, net of fuel surcharge revenue |
$ | 400,324 | $ | 378,383 | $ | 21,941 | 5.8 | % | ||||||||
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Truckload fuel surcharge revenue |
106,955 | 104,940 | 2,015 | 1.9 | ||||||||||||
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Total Truckload revenue |
507,279 | 483,323 | 23,956 | 5.0 | ||||||||||||
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Logistics revenue, net of intermodal fuel surcharge revenue |
131,186 | 138,960 | (7,774 | ) | (5.6 | ) | ||||||||||
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Intermodal fuel surcharge revenue |
20,749 | 16,173 | 4,576 | 28.3 | ||||||||||||
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Total Logistics revenue |
151,935 | 155,133 | (3,198 | ) | (2.1 | ) | ||||||||||
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Total operating revenue |
$ | 659,214 | $ | 638,456 | $ | 20,758 | 3.3 | % | ||||||||
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Operating income: |
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Truckload |
$ | 44,865 | $ | 36,805 | $ | 8,060 | 21.9 | % | ||||||||
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Logistics |
7,130 | 9,048 | (1,918 | ) | (21.2 | ) | ||||||||||
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Total operating income |
$ | 51,995 | $ | 45,853 | $ | 6,142 | 13.4 | % | ||||||||
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Operating ratio: |
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Truckload |
91.2 | % | 92.4 | % | ||||||||||||
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Logistics |
95.3 | 94.2 | ||||||||||||||
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Consolidated operating ratio |
92.1 | % | 92.8 | % | ||||||||||||
MARTEN TRANSPORT, LTD.
OPERATING STATISTICS
(Unaudited)
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Three Months |
Year |
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Ended December 31, |
Ended December 31, |
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2013 |
2012 |
2013 |
2012 |
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Truckload Segment: |
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Total Truckload revenue (in thousands) |
$ | 128,413 | $ | 125,734 | $ | 507,279 | $ | 483,323 | ||||||||
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Average truckload revenue, net of fuel surcharges, per tractor per week(1) |
$ | 3,522 | $ | 3,389 | $ | 3,465 | $ | 3,339 | ||||||||
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Average tractors(1) |
2,209 | 2,202 | 2,216 | 2,167 | ||||||||||||
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Average miles per trip |
596 | 623 | 603 | 624 | ||||||||||||
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Non-revenue miles percentage(2) |
9.4 | % | 11.4 | % | 10.3 | % | 11.3 | % | ||||||||
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Total miles – company-employed drivers (in thousands) |
55,982 | 56,042 | 225,194 | 215,742 | ||||||||||||
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Total miles – independent contractors (in thousands) |
1,315 | 897 | 4,974 | 4,583 | ||||||||||||
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Logistics Segment: |
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Total Logistics revenue (in thousands) |
$ | 37,811 | $ | 40,678 | $ | 151,935 | $ | 155,133 | ||||||||
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Brokerage: |
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Marten Transport |
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Revenue (in thousands) |
$ | 12,850 | $ | 13,421 | $ | 52,746 | $ | 53,161 | ||||||||
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Loads |
8,673 | 8,403 | 35,140 | 32,533 | ||||||||||||
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MWL |
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Revenue (in thousands) |
$ | -- | $ | 6,742 | $ | 6,676 | $ | 30,648 | ||||||||
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Loads |
-- | 3,641 | 3,758 | 16,120 | ||||||||||||
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Intermodal: |
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Revenue (in thousands) |
$ | 24,961 | $ | 20,515 | $ | 92,513 | $ | 71,324 | ||||||||
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Loads |
10,973 | 7,961 | 38,316 | 27,488 | ||||||||||||
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Average tractors |
89 | 73 | 83 | 63 | ||||||||||||
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At December 31, 2013 and December 31, 2012: |
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Total tractors(1) |
2,255 | 2,252 | ||||||||||||||
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Average age of company tractors (in years) |
1.9 | 2.0 | ||||||||||||||
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Total trailers |
4,105 | 4,170 | ||||||||||||||
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Average age of company trailers (in years) |
2.4 | 2.2 | ||||||||||||||
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Ratio of trailers to tractors(1) |
1.8 | 1.9 | ||||||||||||||
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Three Months |
Year |
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Ended December 31, |
Ended December 31, |
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(In thousands) |
2013 |
2012 |
2013 |
2012 |
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Net cash provided by operating activities |
$ | 23,338 | $ | 22,750 | $ | 89,187 | $ | 85,539 | ||||||||
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Net cash used for investing activities |
9,994 | 10,509 | 74,722 | 88,115 | ||||||||||||
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Weighted average shares outstanding: |
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Basic |
33,265 | 33,125 | 33,221 | 33,095 | ||||||||||||
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Diluted |
33,525 | 33,235 | 33,429 | 33,225 | ||||||||||||
(1) Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 49 and 36 tractors as of December 31, 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