Equibles

8-K

MARTEN TRANSPORT LTD (MRTN)

8-K 2020-01-23 For: 2020-01-23
View Original
Added on April 04, 2026

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 23, 2020

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 23, 2020, the company issued a press release announcing financial results for the quarter and year ended December 31, 2019. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated January 23, 2020 announcing the company’s financial results for this period.

The press release also includes a discussion of net income, net of a deferred income taxes benefit; 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 net income, net of the deferred income taxes benefit; 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 net income, 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 23, 2020 (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 23, 2020 By: /s/ James J. Hinnendael
James J. Hinnendael
Its: Executive Vice President and
Chief Financial Officer

ex_170134.htm

Exhibit 99.1

**** MARTEN TRANSPORT ANNOUNCES FOURTH QUARTER AND YEAR END RESULTS

Reports highest operating revenue and operating income for any year in Company history

MONDOVI, Wis., January 23, 2020 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported the highest operating revenue and operating income for any year in its history. For each of the fourth quarters ended December 31, 2019 and December 31, 2018, net income was $15.7 million, or 29 cents per diluted share. For the year ended December 31, 2019, net income improved 11.0% to $61.1 million, or $1.11 per diluted share, from $55.0 million, or $1.00 per diluted share, for 2018.

Operating Results Comparison
Net income used to calculate the percentage increase from 2017 to 2018 below excludes a 56.5 million deferred income tax benefit in the fourth quarter of 2017.
Percentage Percentage
Change Change
Year Three Months
Ended Ended
December 31, December 31,
2018 vs. 2017 2019 vs. 2018
Operating revenue 7.1 % 12.8 % 6.5 %
Operating income 8.7 % 23.7 % (3.8 )%
Net income 11.0 % 62.7 % 0.1 %

All values are in US Dollars.

Operating revenue improved 6.5% to $217.2 million for the fourth quarter of 2019 from $204.0 million for the fourth quarter of 2018, and improved 7.1% to a record $843.3 million for 2019 from $787.6 million for 2018. Excluding fuel surcharges, operating revenue improved 7.7% to $190.2 million for the 2019 quarter from $176.5 million for the 2018 quarter, and improved 8.6% to $739.9 million for 2019 from $681.4 million for 2018. Fuel surcharge revenue decreased slightly to $27.0 million for the 2019 quarter from $27.4 million for the 2018 quarter, and decreased to $103.4 million for 2019 from $106.2 million for 2018.

Operating income was $18.8 million for the fourth quarter of 2019, compared with $19.5 million for the fourth quarter of 2018, and improved 8.7% to a record $76.5 million for 2019 from $70.3 million for 2018.

Operating expenses as a percentage of operating revenue were 91.3% for the fourth quarter of 2019, compared with 90.4% for the fourth quarter of 2018. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 90.1% for the 2019 quarter, compared with 88.9% for the 2018 quarter.

Operating expenses as a percentage of operating revenue improved to 90.9% for 2019 from 91.1% for 2018. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 89.7% for each year.

Chairman and Chief Executive Officer Randolph L. Marten said, “Our talented people earned the highest operating revenue and operating income for any year in our history, exceeding the previous records set for each in 2018 by 7.1% and 8.7%, respectively. We overcame a softer freight environment to deliver our best operating ratio, net of fuel surcharges, over the last 14 years through the disciplined execution of our unique multifaceted business model across our diverse customer base. We added 329 Dedicated and 101 Truckload tractors throughout 2019, profitably growing the size of our fleet by 16.1% since the beginning of the year – and expect to continue to expand our capacity in 2020. We’re off to a strong start with recent awards of new dedicated business with several customers for over 185 additional tractors starting in 2019’s fourth and 2020’s first quarters.”

Marten Transport, with headquarters in Mondovi, Wis., is a multifaceted business offering a network of 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 and other consumer packaged goods that require a temperature-controlled or insulated environment. Marten’s dry freight services are expanding, with 1,650 dry vans operating as of December 31, 2019. 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 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, 2018. 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) 2018
ASSETS
Current assets:
Cash and cash equivalents 31,461 $ 56,763
Receivables:
Trade, net 90,712 83,033
Other 11,055 3,808
Prepaid expenses and other 20,938 19,924
Total current assets 154,166 163,528
Property and equipment:
Revenue equipment, buildings and land, office equipment and other 904,237 816,430
Accumulated depreciation (263,843 ) (228,200 )
Net property and equipment 640,394 588,230
Other noncurrent assets 2,026 2,146
Total assets 796,586 $ 753,904
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable 22,917 $ 15,704
Insurance and claims accruals 31,729 28,103
Accrued and other current liabilities 21,680 28,166
Total current liabilities 76,326 71,973
Deferred income taxes 122,022 105,977
Noncurrent operating lease liabilities 649 -
Total liabilities 198,997 177,950
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; 54,703,466 shares at December 31, 2019, and 54,466,691 shares at December 31, 2018, issued and outstanding 547 545
Additional paid-in capital 79,465 76,814
Retained earnings 517,577 498,595
Total stockholders’ equity 597,589 575,954
Total liabilities and stockholders’ equity 796,586 $ 753,904

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) 2019 2018 2019 2018
Operating revenue $ 217,185 $ 203,961 $ 843,271 $ 787,594
Operating expenses (income):
Salaries, wages and benefits 72,707 65,924 274,156 252,047
Purchased transportation 41,596 38,670 158,948 144,611
Fuel and fuel taxes 31,437 29,189 121,341 121,633
Supplies and maintenance 11,998 9,592 46,737 40,853
Depreciation 24,842 22,305 95,137 88,585
Operating taxes and licenses 2,678 2,418 10,100 9,473
Insurance and claims 8,846 10,859 38,201 38,657
Communications and utilities 1,908 1,641 7,709 6,634
Gain on disposition of revenue equipment (3,343 ) (2,038 ) (8,680 ) (7,244 )
Other 5,729 5,863 23,124 21,997
Total operating expenses 198,398 184,423 766,773 717,246
Operating income 18,787 19,538 76,498 70,348
Other (262 ) (234 ) (1,190 ) (681 )
Income before income taxes 19,049 19,772 77,688 71,029
Income taxes expense 3,301 4,035 16,617 16,002
Net income $ 15,748 $ 15,737 $ 61,071 $ 55,027
Basic earnings per common share $ 0.29 $ 0.29 $ 1.12 $ 1.01
Diluted earnings per common share $ 0.29 $ 0.29 $ 1.11 $ 1.00
Dividends declared per common share $ 0.03 $ 0.025 $ 0.77 $ 0.10

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) 2019 2018 2019 vs. 2018 2019 vs. 2018
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 82,991 $ 81,020 $ 1,971 2.4 %
Truckload fuel surcharge revenue 12,278 12,979 (701 ) (5.4 )
Total Truckload revenue 95,269 93,999 1,270 1.4
Dedicated revenue, net of fuel surcharge revenue 59,570 49,041 10,529 21.5
Dedicated fuel surcharge revenue 11,345 10,216 1,129 11.1
Total Dedicated revenue 70,915 59,257 11,658 19.7
Intermodal revenue, net of fuel surcharge revenue 21,132 21,738 (606 ) (2.8 )
Intermodal fuel surcharge revenue 3,391 4,226 (835 ) (19.8 )
Total Intermodal revenue 24,523 25,964 (1,441 ) (5.5 )
Brokerage revenue 26,478 24,741 1,737 7.0
Total operating revenue $ 217,185 $ 203,961 $ 13,224 6.5 %
Operating income:
Truckload $ 7,110 $ 9,537 $ (2,427 ) (25.4 )%
Dedicated 8,110 5,268 2,842 53.9
Intermodal 1,472 3,153 (1,681 ) (53.3 )
Brokerage 2,095 1,580 515 32.6
Total operating income $ 18,787 $ 19,538 $ (751 ) (3.8 )%
Operating ratio:
Truckload 92.5 % 89.9 %
Dedicated 88.6 91.1
Intermodal 94.0 87.9
Brokerage 92.1 93.6
Consolidated operating ratio 91.3 % 90.4 %

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) 2019 2018 2019 vs. 2018 2019 vs. 2018
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 329,304 $ 322,324 $ 6,980 2.2 %
Truckload fuel surcharge revenue 48,696 53,016 (4,320 ) (8.1 )
Total Truckload revenue 378,000 375,340 2,660 0.7
Dedicated revenue, net of fuel surcharge revenue 223,935 187,137 36,798 19.7
Dedicated fuel surcharge revenue 42,049 36,715 5,334 14.5
Total Dedicated revenue 265,984 223,852 42,132 18.8
Intermodal revenue, net of fuel surcharge revenue 77,750 85,572 (7,822 ) (9.1 )
Intermodal fuel surcharge revenue 12,644 16,453 (3,809 ) (23.2 )
Total Intermodal revenue 90,394 102,025 (11,631 ) (11.4 )
Brokerage revenue 108,893 86,377 22,516 26.1
Total operating revenue $ 843,271 $ 787,594 $ 55,677 7.1 %
Operating income:
Truckload $ 29,666 $ 35,067 $ (5,401 ) (15.4 )%
Dedicated 31,245 18,589 12,656 68.1
Intermodal 6,612 11,150 (4,538 ) (40.7 )
Brokerage 8,975 5,542 3,433 61.9
Total operating income $ 76,498 $ 70,348 $ 6,150 8.7 %
Operating ratio:
Truckload 92.2 % 90.7 %
Dedicated 88.3 91.7
Intermodal 92.7 89.1
Brokerage 91.8 93.6
Consolidated operating ratio 90.9 % 91.1 %

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

Three Months Year
Ended December 31, Ended December 31,
2019 2018 2019 2018
Truckload Segment:
Revenue (in thousands) $ 95,269 $ 93,999 $ 378,000 $ 375,340
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 3,736 $ 3,941 $ 3,797 $ 3,833
Average tractors^(1)^ 1,690 1,564 1,663 1,613
Average miles per trip 554 558 548 573
Non-revenue miles percentage^(2)^ 12.0 % 11.4 % 11.6 % 9.5 %
Total miles (in thousands) 39,538 36,171 155,177 153,514
Dedicated Segment:
Revenue (in thousands) $ 70,915 $ 59,257 $ 265,984 $ 223,852
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 3,286 $ 3,360 $ 3,378 $ 3,300
Average tractors^(1)^ 1,380 1,111 1,272 1,088
Average miles per trip 313 321 315 309
Non-revenue miles percentage^(2)^ 0.6 % 0.5 % 0.7 % 0.7 %
Total miles (in thousands) 29,114 24,025 108,814 93,269
Intermodal Segment:
Revenue (in thousands) $ 24,523 $ 25,964 $ 90,394 $ 102,025
Loads 9,731 10,493 36,309 42,425
Average tractors 107 91 91 88
Brokerage Segment:
Revenue (in thousands) $ 26,478 $ 24,741 $ 108,893 $ 86,377
Loads 15,690 14,314 63,200 51,104
At December 31, 2019 and December 31, 2018:
Total tractors^(1)^ 3,212 2,755
Average age of company tractors (in years) 1.8 1.7
Total trailers 5,464 5,347
Average age of company trailers (in years) 2.4 2.5
Ratio of trailers to tractors^(1)^ 1.7 1.9
Three Months Year
--- --- --- --- --- --- --- --- --- --- --- --- ---
Ended December 31, Ended December 31,
(In thousands) 2019 2018 2019 2018
Net cash provided by operating activities $ 33,570 $ 38,526 $ 153,180 $ 150,623
Net cash (used for) investing activities (41,151 ) (12,428 ) (137,229 ) (101,270 )
Net cash (used for) financing activities (1,438 ) (5,074 ) (41,253 ) (8,381 )
Weighted average shares outstanding:
Basic 54,695 54,514 54,630 54,590
Diluted 55,216 55,014 55,113 55,149
(1) Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 92 and 46 tractors as of December 31, 2019 and 2018, respectively.
--- ---
(2) Represents the percentage of miles for which the company is not compensated.

Report a Problem

Category
Description
Email (optional, for follow-up)