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):
October 19, 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: | Trading symbol: | Name of each exchange on which registered: |
|---|---|---|
| COMMON STOCK, PAR VALUE $.01 PER SHARE | MRTN | THE NASDAQ STOCK MARKET LLC (NASDAQ GLOBAL SELECT MARKET) |
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, 2021, the company issued a press release announcing financial results for the quarter ended September 30, 2021. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated October 19, 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 October 19, 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: October 19, 2021 | By: | /s/ James J. Hinnendael |
| James J. Hinnendael | ||
| Its: Executive Vice President and | ||
| Chief Financial Officer |
ex_292237.htm
Exhibit 99.1
MARTEN TRANSPORT ANNOUNCES THIRD QUARTER RESULTS
Operating revenue improves 16.3% and net income improves 17.9% over 2020 quarter
MONDOVI, Wis., October 19, 2021 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported a 17.9% improvement in net income to $21.3 million, or 26 cents per diluted share, for the third quarter ended September 30, 2021, from $18.0 million, or 22 cents per diluted share, for the third quarter of 2020. For the first nine months of 2021, net income improved 21.6% to $60.7 million, or 73 cents per diluted share, from $49.9 million, or 60 cents per diluted share, for the first nine months of 2020.
| Operating Results Comparison | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Percentage | Percentage | Percentage | Percentage | |||||||||
| Increase | Increase | Increase | Increase | |||||||||
| Three Months | Nine Months | Year | Year | |||||||||
| Ended | Ended | Ended | Ended | |||||||||
| September 30, | September 30, | December 31, | December 31, | |||||||||
| 2021 vs. 2020 | 2021 vs. 2020 | 2020 vs. 2019 | 2019 vs. 2018 | |||||||||
| Operating revenue | 16.3 | % | 9.2 | % | 3.7 | % | 7.1 | % | ||||
| Operating revenue, net of fuel surcharges | 12.8 | % | 6.8 | % | 6.8 | % | 8.6 | % | ||||
| Operating income | 16.8 | % | 19.7 | % | 21.9 | % | 8.7 | % | ||||
| Net income | 17.9 | % | 21.6 | % | 13.8 | % | 11.0 | % |
Operating revenue improved 16.3% to a record $251.3 million for the third quarter of 2021 from $216.0 million for the third quarter of 2020, and improved 9.2% to $706.8 million for the first nine months of 2021 from $647.0 million for the first nine months of 2020. Excluding fuel surcharges, operating revenue improved 12.8% to $221.2 million for the 2021 quarter from $196.1 million for the 2020 quarter, and improved 6.8% to $623.0 million for the first nine months of 2021 from $583.6 million for the first nine months of 2020. Fuel surcharge revenue increased to $30.1 million for the 2021 quarter from $19.9 million for the 2020 quarter, and increased to $83.7 million for the first nine months of 2021 from $63.5 million for the first nine months of 2020 due to significantly higher fuel prices.
Operating income improved 16.8% to $28.5 million for the third quarter of 2021 from $24.4 million for the third quarter of 2020. Operating income improved 19.7% to $81.0 million for the first nine months of 2021 from $67.7 million for the first nine months of 2020.
Operating expenses as a percentage of operating revenue were 88.7% for each of the third quarters of 2021 and 2020. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 87.1% for the third quarter of 2021 from 87.6% for the third quarter of 2020.
Operating expenses as a percentage of operating revenue improved to 88.5% for the first nine months of 2021 from 89.5% for the first nine months of 2020. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 87.0% from 88.4%.
Executive Chairman Randolph L. Marten said, “Marten’s talented and dedicated people continue to drive our consistent profitable growth. This quarter is yet another quarter over the last year and a half during the pandemic where we produced strong operating income improvement.”
“We have been heightening and will continue to heighten our emphasis on structurally improving our drivers’ jobs and work-life balance by collaborating with our customers, while also increasing our driver compensation. Our approach, which I mentioned in our second quarter earnings release, is working despite the unrelenting national shortage of qualified drivers. With our peoples’ smart, hard work, we began the fourth quarter with 181 more of the industry’s top drivers than we employed at the beginning of the third quarter. Additionally, we increased our number of refrigerated containers by 53 during the third quarter, expanding our fleet to 607 containers at September 30^th^.”
“We are confident in our ability to continue to deliver profitable growth. Success breeds success.”
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, 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, Chief Executive Officer, 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) | 2020 | ||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 83,900 | $ | 66,127 | ||
| Receivables: | |||||
| Trade, net | 99,686 | 83,426 | |||
| Other | 6,208 | 4,202 | |||
| Prepaid expenses and other | 22,150 | 21,903 | |||
| Total current assets | 211,944 | 175,658 | |||
| Property and equipment: | |||||
| Revenue equipment, buildings and land, office equipment and other | 957,708 | 930,123 | |||
| Accumulated depreciation | (267,808 | ) | (275,950 | ) | |
| Net property and equipment | 689,900 | 654,173 | |||
| Other noncurrent assets | 1,539 | 1,805 | |||
| Total assets | 903,383 | $ | 831,636 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 33,687 | $ | 25,702 | ||
| Insurance and claims accruals | 41,128 | 39,595 | |||
| Accrued and other current liabilities | 32,667 | 24,497 | |||
| Accrued dividends | 44,789 | - | |||
| Total current liabilities | 152,271 | 89,794 | |||
| Deferred income taxes | 120,689 | 121,098 | |||
| Noncurrent operating lease liabilities | 336 | 411 | |||
| Total liabilities | 273,296 | 211,303 | |||
| 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; 82,942,839 shares at September 30, 2021, and 82,705,005 shares at December 31, 2020, issued and outstanding | 829 | 827 | |||
| Additional paid-in capital | 85,539 | 85,070 | |||
| Retained earnings | 543,719 | 534,436 | |||
| Total stockholders’ equity | 630,087 | 620,333 | |||
| Total liabilities and stockholders’ equity | 903,383 | $ | 831,636 |
All values are in US Dollars.
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) | 2021 | 2020 | 2021 | 2020 | ||||||||
| Operating revenue | $ | 251,280 | $ | 216,011 | $ | 706,768 | $ | 647,041 | ||||
| Operating expenses (income): | ||||||||||||
| Salaries, wages and benefits | 81,091 | 74,797 | 229,385 | 221,034 | ||||||||
| Purchased transportation | 52,861 | 37,066 | 138,629 | 113,676 | ||||||||
| Fuel and fuel taxes | 33,909 | 24,268 | 94,853 | 73,433 | ||||||||
| Supplies and maintenance | 11,685 | 12,440 | 33,867 | 36,501 | ||||||||
| Depreciation | 25,371 | 25,580 | 76,598 | 76,979 | ||||||||
| Operating taxes and licenses | 2,606 | 2,749 | 8,036 | 8,003 | ||||||||
| Insurance and claims | 10,501 | 11,243 | 31,338 | 35,160 | ||||||||
| Communications and utilities | 2,181 | 1,999 | 6,320 | 5,961 | ||||||||
| Gain on disposition of revenue equipment | (4,536 | ) | (2,128 | ) | (11,859 | ) | (5,899 | ) | ||||
| Gain on disposition of facility | - | (1,718 | ) | - | (1,718 | ) | ||||||
| Other | 7,115 | 5,315 | 18,589 | 16,223 | ||||||||
| Total operating expenses | 222,784 | 191,611 | 625,756 | 579,353 | ||||||||
| Operating income | 28,496 | 24,400 | 81,012 | 67,688 | ||||||||
| Other | (8 | ) | (17 | ) | (27 | ) | (127 | ) | ||||
| Income before income taxes | 28,504 | 24,417 | 81,039 | 67,815 | ||||||||
| Income taxes expense | 7,230 | 6,373 | 20,341 | 17,919 | ||||||||
| Net income | $ | 21,274 | $ | 18,044 | $ | 60,698 | $ | 49,896 | ||||
| Basic earnings per common share | $ | 0.26 | $ | 0.22 | $ | 0.73 | $ | 0.61 | ||||
| Diluted earnings per common share | $ | 0.26 | $ | 0.22 | $ | 0.73 | $ | 0.60 | ||||
| Dividends paid per common share | $ | - | $ | 0.04 | $ | 0.08 | $ | 0.093 | ||||
| Dividends declared per common share | $ | 0.54 | $ | 0.04 | $ | 0.62 | $ | 0.093 |
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) | 2021 | 2020 | 2021 vs. 2020 | 2021 vs. 2020 | ||||||||
| Operating revenue: | ||||||||||||
| Truckload revenue, net of fuel surcharge revenue | $ | 86,889 | $ | 85,074 | $ | 1,815 | 2.1 | % | ||||
| Truckload fuel surcharge revenue | 12,728 | 8,549 | 4,179 | 48.9 | ||||||||
| Total Truckload revenue | 99,617 | 93,623 | 5,994 | 6.4 | ||||||||
| Dedicated revenue, net of fuel surcharge revenue | 68,826 | 69,002 | (176 | ) | (0.3 | ) | ||||||
| Dedicated fuel surcharge revenue | 13,336 | 9,335 | 4,001 | 42.9 | ||||||||
| Total Dedicated revenue | 82,162 | 78,337 | 3,825 | 4.9 | ||||||||
| Intermodal revenue, net of fuel surcharge revenue | 22,716 | 19,991 | 2,725 | 13.6 | ||||||||
| Intermodal fuel surcharge revenue | 4,031 | 1,985 | 2,046 | 103.1 | ||||||||
| Total Intermodal revenue | 26,747 | 21,976 | 4,771 | 21.7 | ||||||||
| Brokerage revenue | 42,754 | 22,075 | 20,679 | 93.7 | ||||||||
| Total operating revenue | $ | 251,280 | $ | 216,011 | $ | 35,269 | 16.3 | % | ||||
| Operating income: | ||||||||||||
| Truckload | $ | 11,670 | $ | 10,546 | $ | 1,124 | 10.7 | % | ||||
| Dedicated | 8,521 | 11,024 | (2,503 | ) | (22.7 | ) | ||||||
| Intermodal | 2,840 | 1,304 | 1,536 | 117.8 | ||||||||
| Brokerage | 5,465 | 1,526 | 3,939 | 258.1 | ||||||||
| Total operating income | $ | 28,496 | $ | 24,400 | $ | 4,096 | 16.8 | % | ||||
| Operating ratio: | ||||||||||||
| Truckload | 88.3 | % | 88.7 | % | ||||||||
| Dedicated | 89.6 | 85.9 | ||||||||||
| Intermodal | 89.4 | 94.1 | ||||||||||
| Brokerage | 87.2 | 93.1 | ||||||||||
| Consolidated operating ratio | 88.7 | % | 88.7 | % |
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) | 2021 | 2020 | 2021 vs. 2020 | 2021 vs. 2020 | ||||||||
| Operating revenue: | ||||||||||||
| Truckload revenue, net of fuel surcharge revenue | $ | 254,441 | $ | 254,897 | $ | (456 | ) | (0.2 | )% | |||
| Truckload fuel surcharge revenue | 36,032 | 28,058 | 7,974 | 28.4 | ||||||||
| Total Truckload revenue | 290,473 | 282,955 | 7,518 | 2.7 | ||||||||
| Dedicated revenue, net of fuel surcharge revenue | 202,955 | 200,237 | 2,718 | 1.4 | ||||||||
| Dedicated fuel surcharge revenue | 37,565 | 28,564 | 9,001 | 31.5 | ||||||||
| Total Dedicated revenue | 240,520 | 228,801 | 11,719 | 5.1 | ||||||||
| Intermodal revenue, net of fuel surcharge revenue | 64,193 | 59,127 | 5,066 | 8.6 | ||||||||
| Intermodal fuel surcharge revenue | 10,150 | 6,830 | 3,320 | 48.6 | ||||||||
| Total Intermodal revenue | 74,343 | 65,957 | 8,386 | 12.7 | ||||||||
| Brokerage revenue | 101,432 | 69,328 | 32,104 | 46.3 | ||||||||
| Total operating revenue | $ | 706,768 | $ | 647,041 | $ | 59,727 | 9.2 | % | ||||
| Operating income: | ||||||||||||
| Truckload | $ | 36,282 | $ | 28,367 | $ | 7,915 | 27.9 | % | ||||
| Dedicated | 28,074 | 31,009 | (2,935 | ) | (9.5 | ) | ||||||
| Intermodal | 6,151 | 3,564 | 2,587 | 72.6 | ||||||||
| Brokerage | 10,505 | 4,748 | 5,757 | 121.3 | ||||||||
| Total operating income | $ | 81,012 | $ | 67,688 | $ | 13,324 | 19.7 | % | ||||
| Operating ratio: | ||||||||||||
| Truckload | 87.5 | % | 90.0 | % | ||||||||
| Dedicated | 88.3 | 86.4 | ||||||||||
| Intermodal | 91.7 | 94.6 | ||||||||||
| Brokerage | 89.6 | 93.2 | ||||||||||
| Consolidated operating ratio | 88.5 | % | 89.5 | % |
MARTEN TRANSPORT, LTD.
OPERATING STATISTICS
(Unaudited)
| Three Months | Nine Months | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ended September 30, | Ended September 30, | |||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Truckload Segment: | ||||||||||||
| Revenue (in thousands) | $ | 99,617 | $ | 93,623 | $ | 290,473 | $ | 282,955 | ||||
| Average revenue, net of fuel surcharges, per tractor per week^(1)^ | $ | 4,411 | $ | 3,955 | $ | 4,202 | $ | 3,865 | ||||
| Average tractors^(1)^ | 1,499 | 1,637 | 1,553 | 1,685 | ||||||||
| Average miles per trip | 502 | 546 | 516 | 554 | ||||||||
| Non-revenue miles percentage^(2)^ | 10.1 | % | 10.2 | % | 10.0 | % | 10.8 | % | ||||
| Total miles (in thousands) | 35,945 | 41,210 | 111,513 | 125,082 | ||||||||
| Dedicated Segment: | ||||||||||||
| Revenue (in thousands) | $ | 82,162 | $ | 78,337 | $ | 240,520 | $ | 228,801 | ||||
| Average revenue, net of fuel surcharges, per tractor per week^(1)^ | $ | 3,438 | $ | 3,295 | $ | 3,305 | $ | 3,304 | ||||
| Average tractors^(1)^ | 1,523 | 1,593 | 1,574 | 1,548 | ||||||||
| Average miles per trip | 328 | 304 | 319 | 306 | ||||||||
| Non-revenue miles percentage^(2)^ | 1.1 | % | 0.7 | % | 1.0 | % | 0.7 | % | ||||
| Total miles (in thousands) | 31,511 | 33,843 | 95,765 | 98,553 | ||||||||
| Intermodal Segment: | ||||||||||||
| Revenue (in thousands) | $ | 26,747 | $ | 21,976 | $ | 74,343 | $ | 65,957 | ||||
| Loads | 8,257 | 9,306 | 24,885 | 27,736 | ||||||||
| Average tractors | 139 | 99 | 140 | 99 | ||||||||
| Brokerage Segment: | ||||||||||||
| Revenue (in thousands) | $ | 42,754 | $ | 22,075 | $ | 101,432 | $ | 69,328 | ||||
| Loads | 18,251 | 13,670 | 47,167 | 45,058 | ||||||||
| At September 30, 2021 and September 30, 2020: | ||||||||||||
| Total tractors^(1)^ | 3,204 | 3,329 | ||||||||||
| Average age of company tractors (in years) | 1.4 | 1.7 | ||||||||||
| Total trailers | 5,291 | 5,368 | ||||||||||
| Average age of company trailers (in years) | 3.2 | 2.9 | ||||||||||
| Ratio of trailers to tractors^(1)^ | 1.7 | 1.6 | ||||||||||
| Total refrigerated containers | 607 | 401 | ||||||||||
| Three Months | Nine Months | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Ended September 30, | Ended September 30, | |||||||||||
| (In thousands) | 2021 | 2020 | 2021 | 2020 | ||||||||
| Net cash provided by operating activities | $ | 44,544 | $ | 50,640 | $ | 127,909 | $ | 154,707 | ||||
| Net cash (used for) investing activities | (40,704 | ) | (34,558 | ) | (102,142 | ) | (93,748 | ) | ||||
| Net cash (used for) financing activities | (612 | ) | (3,126 | ) | (7,994 | ) | (4,141 | ) | ||||
| Weighted average shares outstanding: | ||||||||||||
| Basic | 82,907 | 82,672 | 82,835 | 82,472 | ||||||||
| Diluted | 83,372 | 83,279 | 83,380 | 83,098 | ||||||||
| (1) | Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 101 and 132 tractors as of September 30, 2021 and 2020, respectively. | |||||||||||
| --- | --- | |||||||||||
| (2) | Represents the percentage of miles for which the company is not compensated. |