8-K
MARTEN TRANSPORT LTD (MRTN)
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 26, 2021
MARTEN TRANSPORT, LTD.
(Exact name of registrant as specified in its charter)
| Delaware | 0-15010 | 39-1140809 |
|---|---|---|
| (State or other jurisdiction of<br> incorporation) | (Commission File Number) | (I.R.S. Employer<br> Identification Number) |
| 129 Marten Street<br> 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):
| ☐ | 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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Name of each exchange on which registered: |
|---|---|
| COMMON STOCK, PAR VALUE | THE NASDAQ STOCK MARKET LLC |
| .01 PER SHARE | (NASDAQ GLOBAL SELECT MARKET) |
All values are in US Dollars.
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 January 26, 2021, the company issued a press release announcing financial results for the quarter and year ended December 31, 2020. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated January 26, 2021 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 | Press Release dated January 26, 2021 (included herewith). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: January 26, 2021 | By: | /s/ James J. Hinnendael |
| James J. Hinnendael | ||
| Its: Executive Vice President and | ||
| Chief Financial Officer |
2
ex_222459.htm
Exhibit 99.1
MARTEN TRANSPORT ANNOUNCES FOURTH QUARTER AND YEAR END RESULTS
Reports highest operating revenue and operating income for any quarter and year in Marten’s history
MONDOVI, Wis., January 26, 2021 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported the highest operating revenue and operating income for any quarter and year in Marten’s history. For the fourth quarter ended December 31, 2020, net income improved 24.5% to $19.6 million, or 24 cents per diluted share, from $15.7 million, or 19 cents per diluted share, for the fourth quarter of 2019. For the year ended December 31, 2020, net income improved 13.8% to $69.5 million, or 84 cents per diluted share, from $61.1 million, or 74 cents per diluted share, for 2019.
| Operating Results Comparison | ||||||
|---|---|---|---|---|---|---|
| Percentage | Percentage | |||||
| Increase | Increase | |||||
| Three Months | Year | |||||
| Ended | Ended | |||||
| December 31, | December 31, | |||||
| 2020 vs. 2019 | 2020 vs. 2019 | |||||
| Operating revenue | 4.7 | % | 3.7 | % | ||
| Operating revenue, net of fuel surcharges | 8.8 | % | 6.8 | % | ||
| Operating income | 36.0 | % | 21.9 | % | ||
| Net income | 24.5 | % | 13.8 | % |
Operating revenue improved 4.7% to a record $227.3 million for the fourth quarter of 2020 from $217.2 million for the fourth quarter of 2019, and improved 3.7% to a record $874.4 million for 2020 from $843.3 million for 2019. Excluding fuel surcharges, operating revenue improved 8.8% to $207.0 million for the 2020 quarter from $190.2 million for the 2019 quarter, and improved 6.8% to $790.6 million for 2020 from $739.9 million for 2019. Fuel surcharge revenue decreased to $20.4 million for the 2020 quarter from $27.0 million for the 2019 quarter and decreased to $83.8 million for 2020 from $103.4 million for 2019 due to significantly lower fuel prices.
Operating income improved 36.0% to a record $25.6 million for the fourth quarter of 2020 from $18.8 million for the fourth quarter of 2019, and improved 21.9% to a record $93.2 million for 2020 from $76.5 million for 2019.
Operating expenses as a percentage of operating revenue improved to 88.8% for the fourth quarter of 2020 from 91.3% for the fourth quarter of 2019. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 87.7% from 90.1%.
Operating expenses as a percentage of operating revenue improved to 89.3% for 2020 from 90.9% for 2019. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 88.2% from 89.7%.
Chairman and Chief Executive Officer Randolph L. Marten said, “Our relentless pursuit of continuous operating improvement just produced the highest operating revenue and operating income for any quarter and year in our 75-year history. Our 2020 operating ratio, net of fuel surcharges, was also the best ratio for any year since we became a public company in 1986. Our 21.9% operating income improvement in 2020 continues the strong growth we achieved in 2019 of 8.7% and in 2018 of 23.7%. Success breeds success, driven by the smart, disciplined work of our talented people.”
“We have been increasing and will continue to increase the compensation for our premium services within the tight freight market. We also improved our Truckload miles per tractor by 6.3% in the fourth quarter of 2020 and by 6.2% for the full year by making disciplined data-driven decisions and adjustments utilizing our in-house operating technology. We expect to continue to build on our success in expanding the capacity we provide within our unique multifaceted business model across our diverse customer base by offering the best careers for the industry’s top, experienced drivers.”
“We embrace our responsibility to keep our valued drivers, maintenance personnel and employees across all functions and regions safe and healthy as they each contribute to our transporting and distributing the food, beverages and other consumer goods essential to millions of people in North America. This includes our paying $3.4 million in 2020 for medical claims involving COVID-19, pay to employees off-work while recovering from COVID-19, and for safety measures including providing masks and hand sanitizer (purchasing the components, preparing and distributing over 6,000 bottles in March when sanitizer was not available), increasing the frequency and extent of cleaning processes to our facilities and tractors, and modifying our facilities for improved social distancing.”
Marten Transport, with headquarters in Mondovi, Wis., is a multifaceted business offering a network of refrigerated and dry truck-based transportation capabilities across the Company’s five distinct business platforms - Truckload, Dedicated, Intermodal, Brokerage and MRTN de Mexico. Marten is one of the leading temperature-sensitive truckload carriers in the United States, specializing in transporting and distributing food, beverages and other consumer packaged goods that require a temperature-controlled or insulated environment. The Company 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 a discussion of Marten’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 Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and in Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. 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
| December 31, | |||||
|---|---|---|---|---|---|
| (In thousands, except share information) | 2019 | ||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 66,127 | $ | 31,461 | ||
| Receivables: | |||||
| Trade, net | 83,426 | 90,712 | |||
| Other | 4,202 | 11,055 | |||
| Prepaid expenses and other | 21,903 | 20,938 | |||
| Total current assets | 175,658 | 154,166 | |||
| Property and equipment: | |||||
| Revenue equipment, buildings and land, office equipment and other | 930,123 | 904,237 | |||
| Accumulated depreciation | (275,950 | ) | (263,843 | ) | |
| Net property and equipment | 654,173 | 640,394 | |||
| Other noncurrent assets | 1,805 | 2,026 | |||
| Total assets | 831,636 | $ | 796,586 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 25,702 | $ | 22,917 | ||
| Insurance and claims accruals | 39,595 | 31,729 | |||
| Accrued and other current liabilities | 24,497 | 21,680 | |||
| Total current liabilities | 89,794 | 76,326 | |||
| Deferred income taxes | 121,098 | 122,022 | |||
| Noncurrent operating lease liabilities | 411 | 649 | |||
| Total liabilities | 211,303 | 198,997 | |||
| 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; 192,000,000 shares authorized; 82,705,005 shares at December 31, 2020, and 82,055,199 shares at December 31, 2019, issued and outstanding | 827 | 821 | |||
| Additional paid-in capital | 85,070 | 79,465 | |||
| Retained earnings | 534,436 | 517,303 | |||
| Total stockholders’ equity | 620,333 | 597,589 | |||
| Total liabilities and stockholders’ equity | 831,636 | $ | 796,586 |
All values are in US Dollars.
M ARTEN TRANSPORT, LTD.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months | Year | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ended December 31, | Ended December 31, | |||||||||||
| (In thousands, except per share information) | 2020 | 2019 | 2020 | 2019 | ||||||||
| Operating revenue | $ | 227,333 | $ | 217,185 | $ | 874,374 | $ | 843,271 | ||||
| Operating expenses (income): | ||||||||||||
| Salaries, wages and benefits | 79,121 | 72,707 | 300,155 | 274,156 | ||||||||
| Purchased transportation | 40,937 | 41,596 | 154,613 | 158,948 | ||||||||
| Fuel and fuel taxes | 24,700 | 31,437 | 98,133 | 121,341 | ||||||||
| Supplies and maintenance | 11,314 | 11,998 | 47,815 | 46,737 | ||||||||
| Depreciation | 25,914 | 24,842 | 102,893 | 95,137 | ||||||||
| Operating taxes and licenses | 2,837 | 2,678 | 10,840 | 10,100 | ||||||||
| Insurance and claims | 12,294 | 8,846 | 47,454 | 38,201 | ||||||||
| Communications and utilities | 2,050 | 1,908 | 8,011 | 7,709 | ||||||||
| Gain on disposition of revenue equipment | (2,834 | ) | (3,343 | ) | (8,733 | ) | (8,680 | ) | ||||
| Gain on disposition of facility | - | - | (1,718 | ) | - | |||||||
| Other | 5,442 | 5,729 | 21,665 | 23,124 | ||||||||
| Total operating expenses | 201,775 | 198,398 | 781,128 | 766,773 | ||||||||
| Operating income | 25,558 | 18,787 | 93,246 | 76,498 | ||||||||
| Other | (13 | ) | (262 | ) | (140 | ) | (1,190 | ) | ||||
| Income before income taxes | 25,571 | 19,049 | 93,386 | 77,688 | ||||||||
| Income taxes expense | 5,967 | 3,301 | 23,886 | 16,617 | ||||||||
| Net income | $ | 19,604 | $ | 15,748 | $ | 69,500 | $ | 61,071 | ||||
| Basic earnings per common share | $ | 0.24 | $ | 0.19 | $ | 0.84 | $ | 0.75 | ||||
| Diluted earnings per common share | $ | 0.24 | $ | 0.19 | $ | 0.84 | $ | 0.74 | ||||
| Dividends declared per common share | $ | 0.54 | $ | 0.02 | $ | 0.633 | $ | 0.513 |
**** **** MARTEN TRANSPORT, LTD.
SEGMENT INFORMATION
(Unaudited)
| Dollar | Percentage | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Change | Change | |||||||||||
| Three Months | Three Months | Three Months | ||||||||||
| Ended | Ended | Ended | ||||||||||
| December 31, | December 31, | December 31, | ||||||||||
| (Dollars in thousands) | 2020 | 2019 | 2020 vs. 2019 | 2020 vs. 2019 | ||||||||
| Operating revenue: | ||||||||||||
| Truckload revenue, net of fuel surcharge revenue | $ | 87,460 | $ | 82,991 | $ | 4,469 | 5.4 | % | ||||
| Truckload fuel surcharge revenue | 8,733 | 12,278 | (3,545 | ) | (28.9 | ) | ||||||
| Total Truckload revenue | 96,193 | 95,269 | 924 | 1.0 | ||||||||
| Dedicated revenue, net of fuel surcharge revenue | 71,313 | 59,570 | 11,743 | 19.7 | ||||||||
| Dedicated fuel surcharge revenue | 9,670 | 11,345 | (1,675 | ) | (14.8 | ) | ||||||
| Total Dedicated revenue | 80,983 | 70,915 | 10,068 | 14.2 | ||||||||
| Intermodal revenue, net of fuel surcharge revenue | 20,817 | 21,132 | (315 | ) | (1.5 | ) | ||||||
| Intermodal fuel surcharge revenue | 1,959 | 3,391 | (1,432 | ) | (42.2 | ) | ||||||
| Total Intermodal revenue | 22,776 | 24,523 | (1,747 | ) | (7.1 | ) | ||||||
| Brokerage revenue | 27,381 | 26,478 | 903 | 3.4 | ||||||||
| Total operating revenue | $ | 227,333 | $ | 217,185 | $ | 10,148 | 4.7 | % | ||||
| Operating income: | ||||||||||||
| Truckload | $ | 11,270 | $ | 7,110 | $ | 4,160 | 58.5 | % | ||||
| Dedicated | 9,900 | 8,110 | 1,790 | 22.1 | ||||||||
| Intermodal | 2,166 | 1,472 | 694 | 47.1 | ||||||||
| Brokerage | 2,222 | 2,095 | 127 | 6.1 | ||||||||
| Total operating income | $ | 25,558 | $ | 18,787 | $ | 6,771 | 36.0 | % | ||||
| Operating ratio: | ||||||||||||
| Truckload | 88.3 | % | 92.5 | % | ||||||||
| Dedicated | 87.8 | 88.6 | ||||||||||
| Intermodal | 90.5 | 94.0 | ||||||||||
| Brokerage | 91.9 | 92.1 | ||||||||||
| Consolidated operating ratio | 88.8 | % | 91.3 | % |
**** MARTEN TRANSPORT, LTD.
SEGMENT INFORMATION
(Unaudited)
| Dollar | Percentage | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Change | Change | |||||||||||
| Year | Year | Year | ||||||||||
| Ended | Ended | Ended | ||||||||||
| December 31, | December 31, | December 31, | ||||||||||
| (Dollars in thousands) | 2020 | 2019 | 2020 vs. 2019 | 2020 vs. 2019 | ||||||||
| Operating revenue: | ||||||||||||
| Truckload revenue, net of fuel surcharge revenue | $ | 342,357 | $ | 329,304 | $ | 13,053 | 4.0 | % | ||||
| Truckload fuel surcharge revenue | 36,791 | 48,696 | (11,905 | ) | (24.4 | ) | ||||||
| Total Truckload revenue | 379,148 | 378,000 | 1,148 | 0.3 | ||||||||
| Dedicated revenue, net of fuel surcharge revenue | 271,550 | 223,935 | 47,615 | 21.3 | ||||||||
| Dedicated fuel surcharge revenue | 38,234 | 42,049 | (3,815 | ) | (9.1 | ) | ||||||
| Total Dedicated revenue | 309,784 | 265,984 | 43,800 | 16.5 | ||||||||
| Intermodal revenue, net of fuel surcharge revenue | 79,944 | 77,750 | 2,194 | 2.8 | ||||||||
| Intermodal fuel surcharge revenue | 8,789 | 12,644 | (3,855 | ) | (30.5 | ) | ||||||
| Total Intermodal revenue | 88,733 | 90,394 | (1,661 | ) | (1.8 | ) | ||||||
| Brokerage revenue | 96,709 | 108,893 | (12,184 | ) | (11.2 | ) | ||||||
| Total operating revenue | $ | 874,374 | $ | 843,271 | $ | 31,103 | 3.7 | % | ||||
| Operating income: | ||||||||||||
| Truckload | $ | 39,637 | $ | 29,666 | $ | 9,971 | 33.6 | % | ||||
| Dedicated | 40,909 | 31,245 | 9,664 | 30.9 | ||||||||
| Intermodal | 5,730 | 6,612 | (882 | ) | (13.3 | ) | ||||||
| Brokerage | 6,970 | 8,975 | (2,005 | ) | (22.3 | ) | ||||||
| Total operating income | $ | 93,246 | $ | 76,498 | $ | 16,748 | 21.9 | % | ||||
| Operating ratio: | ||||||||||||
| Truckload | 89.5 | % | 92.2 | % | ||||||||
| Dedicated | 86.8 | 88.3 | ||||||||||
| Intermodal | 93.5 | 92.7 | ||||||||||
| Brokerage | 92.8 | 91.8 | ||||||||||
| Consolidated operating ratio | 89.3 | % | 90.9 | % |
MARTEN TRANSPORT, LTD.
OPERATING STATISTICS
(Unaudited)
| Three Months | Year | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ended December 31, | Ended December 31, | |||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Truckload Segment: | ||||||||||||
| Revenue (in thousands) | $ | 96,193 | $ | 95,269 | $ | 379,148 | $ | 378,000 | ||||
| Average revenue, net of fuel surcharges, per tractor per week^(1)^ | $ | 4,116 | $ | 3,736 | $ | 3,926 | $ | 3,797 | ||||
| Average tractors^(1)^ | 1,617 | 1,690 | 1,668 | 1,663 | ||||||||
| Average miles per trip | 526 | 554 | 547 | 548 | ||||||||
| Non-revenue miles percentage^(2)^ | 10.4 | % | 12.0 | % | 10.7 | % | 11.6 | % | ||||
| Total miles (in thousands) | 40,185 | 39,538 | 165,267 | 155,177 | ||||||||
| Dedicated Segment: | ||||||||||||
| Revenue (in thousands) | $ | 80,983 | $ | 70,915 | $ | 309,784 | $ | 265,984 | ||||
| Average revenue, net of fuel surcharges, per tractor per week^(1)^ | $ | 3,350 | $ | 3,286 | $ | 3,316 | $ | 3,378 | ||||
| Average tractors^(1)^ | 1,620 | 1,380 | 1,566 | 1,272 | ||||||||
| Average miles per trip | 303 | 313 | 305 | 315 | ||||||||
| Non-revenue miles percentage^(2)^ | 0.7 | % | 0.6 | % | 0.7 | % | 0.7 | % | ||||
| Total miles (in thousands) | 34,044 | 29,114 | 132,597 | 108,814 | ||||||||
| Intermodal Segment: | ||||||||||||
| Revenue (in thousands) | $ | 22,776 | $ | 24,523 | $ | 88,733 | $ | 90,394 | ||||
| Loads | 8,708 | 9,731 | 36,444 | 36,309 | ||||||||
| Average tractors | 125 | 107 | 106 | 91 | ||||||||
| Brokerage Segment: | ||||||||||||
| Revenue (in thousands) | $ | 27,381 | $ | 26,478 | $ | 96,709 | $ | 108,893 | ||||
| Loads | 13,928 | 15,690 | 58,986 | 63,200 | ||||||||
| At December 31, 2020 and December 31, 2019: | ||||||||||||
| Total tractors^(1)^ | 3,331 | 3,212 | ||||||||||
| Average age of company tractors (in years) | 1.6 | 1.8 | ||||||||||
| Total trailers | 5,395 | 5,464 | ||||||||||
| Average age of company trailers (in years) | 3.0 | 2.4 | ||||||||||
| Ratio of trailers to tractors^(1)^ | 1.6 | 1.7 | ||||||||||
| Three Months | Year | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Ended December 31, | Ended December 31, | |||||||||||
| (In thousands) | 2020 | 2019 | 2020 | 2019 | ||||||||
| Net cash provided by operating activities | $ | 34,891 | $ | 34,439 | $ | 189,598 | $ | 156,460 | ||||
| Net cash (used for) investing activities | (12,577 | ) | (42,020 | ) | (106,325 | ) | (140,509 | ) | ||||
| Net cash (used for) financing activities | (44,466 | ) | (1,438 | ) | (48,607 | ) | (41,253 | ) | ||||
| Weighted average shares outstanding: | ||||||||||||
| Basic | 82,690 | 82,043 | 82,527 | 81,945 | ||||||||
| Diluted | 83,311 | 82,824 | 83,164 | 82,670 | ||||||||
| (1) | Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 143 and 92 tractors as of December 31, 2020 and 2019, respectively. | |||||||||||
| --- | --- | |||||||||||
| (2) | Represents the percentage of miles for which the company is not compensated. |