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 19, 2017
MARTEN TRANSPORT, LTD.
(Exact name of registrant as specified in its charter)
|
Delaware |
0-15010 |
39-1140809 |
||
|
(State or other jurisdiction of |
(Commission File Number) |
(I.R.S. Employer |
|
129 Marten Street |
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):
|
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
|
Section 2 – Financial Information
Item 2.02. Results of Operations and Financial Condition.
On October 19, 2017, the company issued a press release announcing financial results for the quarter ended September 30, 2017. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated October 19, 2017 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 operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharge revenue. The company provided these additional disclosures because management believes removing these items provide 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 operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharge revenue, the most directly comparable GAAP financial measures are operating revenue and operating expenses divided by operating revenue, 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. |
|
Exhibit No. |
Description |
|
99.1 |
|
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 19, 2017 |
By: |
/s/ James J. Hinnendael |
|
|
|
|
James J. Hinnendael |
|
|
|
|
Its: Executive Vice President and Chief Financial Officer |
|
Exhibit 99.1
MARTEN TRANSPORT ANNOUNCES THIRD QUARTER RESULTS
MONDOVI, Wis., October 19, 2017 (GLOBE NEWSWIRE) – Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported net income of $7.9 million, or 14 cents per diluted share, for the third quarter ended September 30, 2017, compared with $8.4 million, or 15 cents per diluted share, for the third quarter of 2016. Net income was $25.2 million, or 46 cents per diluted share, for the first nine months of both 2017 and 2016.
Operating revenue increased to $170.7 million for the third quarter of 2017 from $170.5 million for the third quarter of 2016, and increased to $515.3 million for the first nine months of 2017 from $498.5 million for the 2016 nine-month period. Operating revenue, net of fuel surcharges, was $155.0 million for the 2017 quarter compared with $155.8 million for the 2016 quarter, and improved 1.5% to $467.5 million for the 2017 nine-month period from $460.5 million for the 2016 nine-month period. Fuel surcharge revenue increased to $15.6 million for the 2017 quarter from $14.7 million for the 2016 quarter, and increased to $47.8 million for the first nine months of 2017 from $37.9 million for the 2016 nine-month period.
Operating expenses as a percentage of operating revenue was 92.4% for the third quarter of 2017 and 91.3% for the third quarter of 2016. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, was 91.6% for the third quarter of 2017 and 90.5% for the third quarter of 2016.
Operating expenses as a percentage of operating revenue was 91.7% for the 2017 nine-month period and 91.2% for the 2016 nine-month period. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, was 90.9% for the 2017 nine-month period and 90.5% for the 2016 nine-month period.
Chairman and Chief Executive Officer Randolph L. Marten said, “The improvement in our revenue per tractor for the third quarter did not offset the increase in our operating expenses related to insurance and claims and fuel, the decrease in our gain on disposition of revenue equipment and the negative impact of the recent hurricanes on our Texas and Southeast operations. In October we have been awarded new dedicated business for over 200 additional tractors starting in this year’s fourth quarter. We continue to believe that we are well-positioned to capitalize on further profitable growth opportunities with our unique and diversified transportation service solutions.”
On July 7, 2017, Marten effected a five-for-three stock split of its common stock, $.01 par value, in the form of a 66 ⅔% stock dividend. The consolidated condensed financial statements have been adjusted to give retroactive effect to the stock split for all periods presented.
Marten Transport, with headquarters in Mondovi, Wis., is one of the leading temperature-sensitive truckload carriers in the United States, specializing in transporting and distributing food and other consumer packaged goods that require a temperature-controlled or insulated environment. Marten’s dry freight services are expanding, with 936 dry trailers operating as of September 30, 2017. 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.
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 include our discussion of the Company’s prospects for future growth and 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, 2016. The Company undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.
CONTACTS: Tim Kohl, President, and Jim Hinnendael, Executive Vice President and Chief Financial Officer, of Marten Transport, Ltd., 715-926-4216.
MARTEN TRANSPORT, LTD.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
|
September 30, |
December 31, |
|||||||
|
(In thousands, except share information) |
2017 |
2016 |
||||||
|
ASSETS |
||||||||
|
Current assets: |
||||||||
|
Cash and cash equivalents |
$ | 1,159 | $ | 488 | ||||
|
Receivables: |
||||||||
|
Trade, net |
72,919 | 69,199 | ||||||
|
Other |
4,541 | 4,436 | ||||||
|
Prepaid expenses and other |
16,263 | 19,307 | ||||||
|
Total current assets |
94,882 | 93,430 | ||||||
|
Property and equipment: |
||||||||
|
Revenue equipment, buildings and land, office equipment and other |
781,451 | 759,553 | ||||||
|
Accumulated depreciation |
(201,882 |
) |
(201,728 |
) |
||||
|
Net property and equipment |
579,569 | 557,825 | ||||||
|
Other assets |
1,856 | 2,493 | ||||||
|
Total assets |
$ | 676,307 | $ | 653,748 | ||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
|
Current liabilities: |
||||||||
|
Accounts payable and accrued liabilities |
$ | 39,938 | $ | 41,230 | ||||
|
Insurance and claims accruals |
25,197 | 19,440 | ||||||
|
Total current liabilities |
65,135 | 60,670 | ||||||
|
Long-term debt |
- | 7,886 | ||||||
|
Deferred income taxes |
149,846 | 147,854 | ||||||
|
Total liabilities |
214,981 | 216,410 | ||||||
|
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; 96,000,000 shares authorized; 54,521,790 shares at September 30, 2017, and 54,391,525 shares at December 31, 2016, issued and outstanding |
545 | 544 | ||||||
|
Additional paid-in capital |
75,951 | 74,175 | ||||||
|
Retained earnings |
384,830 | 362,619 | ||||||
|
Total stockholders’ equity |
461,326 | 437,338 | ||||||
|
Total liabilities and stockholders’ equity |
$ | 676,307 | $ | 653,748 | ||||
MARTEN TRANSPORT, LTD.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
|
Three Months |
Nine Months |
|||||||||||||||
|
Ended September 30, |
Ended September 30, |
|||||||||||||||
|
(In thousands, except per share information) |
2017 |
2016 |
2017 |
2016 |
||||||||||||
|
Operating revenue |
$ | 170,679 | $ | 170,464 | $ | 515,349 | $ | 498,483 | ||||||||
|
Operating expenses (income): |
||||||||||||||||
|
Salaries, wages and benefits |
53,594 | 57,090 | 166,709 | 168,116 | ||||||||||||
|
Purchased transportation |
28,668 | 27,775 | 85,546 | 81,997 | ||||||||||||
|
Fuel and fuel taxes |
26,143 | 24,845 | 77,106 | 68,405 | ||||||||||||
|
Supplies and maintenance |
10,381 | 11,618 | 31,912 | 33,025 | ||||||||||||
|
Depreciation |
21,186 | 20,790 | 63,875 | 61,205 | ||||||||||||
|
Operating taxes and licenses |
2,314 | 2,297 | 6,813 | 6,732 | ||||||||||||
|
Insurance and claims |
11,336 | 8,194 | 29,098 | 23,245 | ||||||||||||
|
Communications and utilities |
1,463 | 1,584 | 4,531 | 4,701 | ||||||||||||
|
Gain on disposition of revenue equipment |
(1,908 |
) |
(3,325 |
) |
(4,882 |
) |
(7,462 |
) |
||||||||
|
Other |
4,480 | 4,727 | 12,112 | 14,749 | ||||||||||||
|
Total operating expenses |
157,657 | 155,595 | 472,820 | 454,713 | ||||||||||||
|
Operating income |
13,022 | 14,869 | 42,529 | 43,770 | ||||||||||||
|
Other |
14 | 342 | 280 | 794 | ||||||||||||
|
Income before income taxes |
13,008 | 14,527 | 42,249 | 42,976 | ||||||||||||
|
Provision for income taxes |
5,153 | 6,090 | 17,039 | 17,815 | ||||||||||||
|
Net income |
$ | 7,855 | $ | 8,437 | $ | 25,210 | $ | 25,161 | ||||||||
|
Basic earnings per common share |
$ | 0.14 | $ | 0.16 | $ | 0.46 | $ | 0.46 | ||||||||
|
Diluted earnings per common share |
$ | 0.14 | $ | 0.15 | $ | 0.46 | $ | 0.46 | ||||||||
|
Dividends declared per common share |
$ | 0.025 | $ | 0.015 | $ | 0.055 | $ | 0.045 | ||||||||
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) |
2017 |
2016 |
2017 vs. 2016 |
2017 vs. 2016 |
||||||||||||
|
Operating revenue: |
||||||||||||||||
|
Truckload revenue, net of fuel surcharge revenue |
$ | 81,836 | $ | 85,469 | $ | (3,633 |
) |
(4.3 |
)% |
|||||||
|
Truckload fuel surcharge revenue |
10,172 | 9,726 | 446 | 4.6 | ||||||||||||
|
Total Truckload revenue |
92,008 | 95,195 | (3,187 |
) |
(3.3 |
) |
||||||||||
|
Dedicated revenue, net of fuel surcharge revenue |
39,154 | 37,669 | 1,485 | 3.9 | ||||||||||||
|
Dedicated fuel surcharge revenue |
2,995 | 2,967 | 28 | 0.9 | ||||||||||||
|
Total Dedicated revenue |
42,149 | 40,636 | 1,513 | 3.7 | ||||||||||||
|
Intermodal revenue, net of fuel surcharge revenue |
17,423 | 16,381 | 1,042 | 6.4 | ||||||||||||
|
Intermodal fuel surcharge revenue |
2,472 | 1,979 | 493 | 24.9 | ||||||||||||
|
Total Intermodal revenue |
19,895 | 18,360 | 1,535 | 8.4 | ||||||||||||
|
Brokerage revenue |
16,627 | 16,273 | 354 | 2.2 | ||||||||||||
|
Total operating revenue |
$ | 170,679 | $ | 170,464 | $ | 215 | 0.1 |
% |
||||||||
|
Operating income: |
||||||||||||||||
|
Truckload |
$ | 5,764 | $ | 6,509 | $ | (745 |
) |
(11.4 |
)% |
|||||||
|
Dedicated |
4,514 | 5,505 | (991 |
) |
(18.0 |
) |
||||||||||
|
Intermodal |
1,588 | 1,645 | (57 |
) |
(3.5 |
) |
||||||||||
|
Brokerage |
1,156 | 1,210 | (54 |
) |
(4.5 |
) |
||||||||||
|
Total operating income |
$ | 13,022 | $ | 14,869 | $ | (1,847 |
) |
(12.4 |
)% |
|||||||
|
Operating ratio: |
||||||||||||||||
|
Truckload |
93.7 |
% |
93.2 |
% |
||||||||||||
|
Dedicated |
89.3 | 86.5 | ||||||||||||||
|
Intermodal |
92.0 | 91.0 | ||||||||||||||
|
Brokerage |
93.0 | 92.6 | ||||||||||||||
|
Consolidated operating ratio |
92.4 |
% |
91.3 |
% |
||||||||||||
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) |
2017 |
2016 |
2017 vs. 2016 |
2017 vs. 2016 |
||||||||||||
|
Operating revenue: |
||||||||||||||||
|
Truckload revenue, net of fuel surcharge revenue |
$ | 251,127 | $ | 253,514 | $ | (2,387 |
) |
(0.9 |
)% |
|||||||
|
Truckload fuel surcharge revenue |
31,453 | 25,771 | 5,682 | 22.0 | ||||||||||||
|
Total Truckload revenue |
282,580 | 279,285 | 3,295 | 1.2 | ||||||||||||
|
Dedicated revenue, net of fuel surcharge revenue |
114,654 | 109,833 | 4,821 | 4.4 | ||||||||||||
|
Dedicated fuel surcharge revenue |
9,274 | 7,175 | 2,099 | 29.3 | ||||||||||||
|
Total Dedicated revenue |
123,928 | 117,008 | 6,920 | 5.9 | ||||||||||||
|
Intermodal revenue, net of fuel surcharge revenue |
51,111 | 48,353 | 2,758 | 5.7 | ||||||||||||
|
Intermodal fuel surcharge revenue |
7,085 | 4,990 | 2,095 | 42.0 | ||||||||||||
|
Total Intermodal revenue |
58,196 | 53,343 | 4,853 | 9.1 | ||||||||||||
|
Brokerage revenue |
50,645 | 48,847 | 1,798 | 3.7 | ||||||||||||
|
Total operating revenue |
$ | 515,349 | $ | 498,483 | $ | 16,866 | 3.4 |
% |
||||||||
|
Operating income: |
||||||||||||||||
|
Truckload |
$ | 19,249 | $ | 20,400 | $ | (1,151 |
) |
(5.6 |
)% |
|||||||
|
Dedicated |
14,075 | 14,963 | (888 |
) |
(5.9 |
) |
||||||||||
|
Intermodal |
5,777 | 5,396 | 381 | 7.1 | ||||||||||||
|
Brokerage |
3,428 | 3,011 | 417 | 13.8 | ||||||||||||
|
Total operating income |
$ | 42,529 | $ | 43,770 | $ | (1,241 |
) |
(2.8 |
)% |
|||||||
|
Operating ratio: |
||||||||||||||||
|
Truckload |
93.2 |
% |
92.7 |
% |
||||||||||||
|
Dedicated |
88.6 | 87.2 | ||||||||||||||
|
Intermodal |
90.1 | 89.9 | ||||||||||||||
|
Brokerage |
93.2 | 93.8 | ||||||||||||||
|
Consolidated operating ratio |
91.7 |
% |
91.2 |
% |
||||||||||||
MARTEN TRANSPORT, LTD.
OPERATING STATISTICS
(Unaudited)
|
Three Months |
Nine Months |
|||||||||||||||
|
Ended September 30, |
Ended September 30, |
|||||||||||||||
|
2017 |
2016 |
2017 |
2016 |
|||||||||||||
|
Truckload Segment: |
||||||||||||||||
|
Revenue (in thousands) |
$ | 92,008 | $ | 95,195 | $ | 282,580 | $ | 279,285 | ||||||||
|
Average revenue, net of fuel surcharges, per tractor per week(1) |
$ | 3,484 | $ | 3,440 | $ | 3,455 | $ | 3,417 | ||||||||
|
Average tractors(1) |
1,787 | 1,890 | 1,863 | 1,896 | ||||||||||||
|
Average miles per trip |
592 | 617 | 598 | 628 | ||||||||||||
|
Non-revenue miles percentage(2) |
8.1 |
% |
9.2 |
% |
8.9 |
% |
9.3 |
% |
||||||||
|
Total miles (in thousands) |
43,340 | 46,734 | 135,136 | 137,495 | ||||||||||||
|
Dedicated Segment: |
||||||||||||||||
|
Revenue (in thousands) |
$ | 42,149 | $ | 40,636 | $ | 123,928 | $ | 117,008 | ||||||||
|
Average revenue, net of fuel surcharges, per tractor per week(1) |
$ | 3,441 | $ | 3,471 | $ | 3,463 | $ | 3,426 | ||||||||
|
Average tractors(1) |
866 | 826 | 849 | 819 | ||||||||||||
|
Average miles per trip |
299 | 295 | 297 | 304 | ||||||||||||
|
Non-revenue miles percentage(2) |
0.6 |
% |
0.7 |
% |
0.7 |
% |
0.8 |
% |
||||||||
|
Total miles (in thousands) |
19,705 | 19,035 | 57,641 | 56,507 | ||||||||||||
|
Intermodal Segment: |
||||||||||||||||
|
Revenue (in thousands) |
$ | 19,895 | $ | 18,360 | $ | 58,196 | $ | 53,343 | ||||||||
|
Loads |
10,265 | 9,223 | 29,642 | 26,674 | ||||||||||||
|
Average tractors |
78 | 75 | 79 | 76 | ||||||||||||
|
Brokerage Segment: |
||||||||||||||||
|
Revenue (in thousands) |
$ | 16,627 | $ | 16,273 | $ | 50,645 | $ | 48,847 | ||||||||
|
Loads |
11,672 | 12,416 | 36,604 | 36,795 | ||||||||||||
|
At September 30, 2017 and September 30, 2016: |
||||||||||||||||
|
Total tractors(1) |
2,649 | 2,770 | ||||||||||||||
|
Average age of company tractors (in years) |
1.4 | 1.5 | ||||||||||||||
|
Total trailers |
4,915 | 4,880 | ||||||||||||||
|
Average age of company trailers (in years) |
2.8 | 2.7 | ||||||||||||||
|
Ratio of trailers to tractors(1) |
1.9 | 1.8 | ||||||||||||||
|
Three Months |
Nine Months |
|||||||||||||||
|
Ended September 30, |
Ended September 30, |
|||||||||||||||
|
(In thousands) |
2017 |
2016 |
2017 |
2016 |
||||||||||||
|
Net cash provided by operating activities |
$ | 29,490 | $ | 24,119 | $ | 94,710 | $ | 104,270 | ||||||||
|
Net cash (used for) investing activities |
(37,050 |
) |
(29,164 |
) |
(84,015 |
) |
(68,842 |
) |
||||||||
|
Net cash provided by (used for) financing activities |
(1,339 |
) |
5,012 | (10,024 |
) |
(35,687 |
) |
|||||||||
|
Weighted average shares outstanding: |
||||||||||||||||
|
Basic |
54,517 | 54,218 | 54,479 | 54,126 | ||||||||||||
|
Diluted |
54,890 | 54,526 | 54,803 | 54,422 | ||||||||||||
|
(1) |
Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 63 and 72 tractors as of September 30, 2017 and 2016, respectively. |
|
|
|
|
(2) |
Represents the percentage of miles for which the company is not compensated. |