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):
April 16, 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).<br><br> <br><br><br> <br>Emerging growth company ☐<br><br> <br><br><br> <br>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 April 16, 2020, the company issued a press release announcing financial results for the quarter ended March 31, 2020. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated April 16, 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 April 16, 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: April 16, 2020 | By /s/ James J. Hinnendael |
| James J. Hinnendael<br><br> <br>Its: Executive Vice President and<br><br> <br>Chief Financial Officer |
2
ex_181652.htm
Exhibit 99.1
Marten Transport Announces First Quarter Results
MONDOVI, Wis., April 15, 2020 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported a 1.3% improvement in net income to $13.7 million, or 25 cents per diluted share, for the first quarter ended March 31, 2020, from $13.5 million, or 25 cents per diluted share, for the first quarter of 2019.
| 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 | ||||
| Increase | Increase | ||||
| Year | Year | ||||
| Ended | Ended | ||||
| December 31, | December 31, | ||||
| 2019 vs. 2018 | 2018 vs. 2017 | ||||
| Operating revenue | % | 7.1 | % | 12.8 | % |
| Operating income | % | 8.7 | % | 23.7 | % |
| Net income | % | 11.0 | % | 62.7 | % |
All values are in US Dollars.
Operating revenue improved 9.9% to a record $218.6 million for the first quarter of 2020 from $199.0 million for the first quarter of 2019. Excluding fuel surcharges, operating revenue improved 10.2% to $193.4 million for the 2020 quarter from $175.5 million for the 2019 quarter. Fuel surcharge revenue increased to $25.2 million for the 2020 quarter from $23.6 million for the 2019 quarter.
Operating income improved 1.7% to $18.0 million for the first quarter of 2020 from $17.7 million for the first quarter of 2019.
Operating expenses as a percentage of operating revenue were 91.8% for the first quarter of 2020 and 91.1% for the first quarter of 2019. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 90.7% for the 2020 quarter and 89.9% for the 2019 quarter.
Chairman and Chief Executive Officer Randolph L. Marten said, “I genuinely appreciate our talented drivers, maintenance personnel and our employees across all functions and regions whose bright, hard work consistently drives our strong operating results. Our disciplined execution of our unique multifaceted business model across our diverse and growing customer base, including our ability to quickly make data-driven decisions and adjustments utilizing our in-house operating technology, has and will continue to be one of our key strengths as we proactively navigate through these most volatile, disruptive times. We added 101 Dedicated and 73 Truckload tractors during the first quarter on top of our growth of 329 Dedicated and 101 Truckload tractors throughout 2019, all while further tightening our stringent hiring standards for experienced drivers. We embrace our responsibility to keep our valued employees 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.”
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 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, 2019. 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 | ||||
| (Unaudited) | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 36,136 | $ | 31,461 | ||
| Receivables: | |||||
| Trade, net | 94,276 | 90,712 | |||
| Other | 10,077 | 11,055 | |||
| Prepaid expenses and other | 19,058 | 20,938 | |||
| Total current assets | 159,547 | 154,166 | |||
| Property and equipment: | |||||
| Revenue equipment, buildings and land, office equipment and other | 937,389 | 904,237 | |||
| Accumulated depreciation | (274,047 | ) | (263,843 | ) | |
| Net property and equipment | 663,342 | 640,394 | |||
| Other noncurrent assets | 2,029 | 2,026 | |||
| Total assets | 824,918 | $ | 796,586 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 34,821 | $ | 22,917 | ||
| Insurance and claims accruals | 34,424 | 31,729 | |||
| Accrued and other current liabilities | 21,881 | 21,680 | |||
| Total current liabilities | 91,126 | 76,326 | |||
| Deferred income taxes | 123,790 | 122,022 | |||
| Noncurrent operating lease liabilities | 622 | 649 | |||
| Total liabilities | 215,538 | 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; 54,840,652 shares at March 31, 2020, and 54,703,466 shares at December 31, 2019, issued and outstanding | 548 | 547 | |||
| Additional paid-in capital | 79,730 | 79,465 | |||
| Retained earnings | 529,102 | 517,577 | |||
| Total stockholders’ equity | 609,380 | 597,589 | |||
| Total liabilities and stockholders’ equity | 824,918 | $ | 796,586 |
All values are in US Dollars.
MARTEN TRANSPORT, LTD.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months | ||||||
|---|---|---|---|---|---|---|
| Ended March 31, | ||||||
| (In thousands, except per share information) | 2020 | 2019 | ||||
| Operating revenue | $ | 218,646 | $ | 199,023 | ||
| Operating expenses (income): | ||||||
| Salaries, wages and benefits | 72,761 | 63,524 | ||||
| Purchased transportation | 40,445 | 38,249 | ||||
| Fuel and fuel taxes | 28,297 | 27,677 | ||||
| Supplies and maintenance | 12,228 | 11,121 | ||||
| Depreciation | 25,427 | 22,543 | ||||
| Operating taxes and licenses | 2,639 | 2,333 | ||||
| Insurance and claims | 12,284 | 9,875 | ||||
| Communications and utilities | 1,985 | 1,950 | ||||
| Gain on disposition of revenue equipment | (1,555 | ) | (1,548 | ) | ||
| Other | 6,103 | 5,566 | ||||
| Total operating expenses | 200,614 | 181,290 | ||||
| Operating income | 18,032 | 17,733 | ||||
| Other | (97 | ) | (278 | ) | ||
| Income before income taxes | 18,129 | 18,011 | ||||
| Income taxes expense | 4,411 | 4,465 | ||||
| Net income | $ | 13,718 | $ | 13,546 | ||
| Basic earnings per common share | $ | 0.25 | $ | 0.25 | ||
| Diluted earnings per common share | $ | 0.25 | $ | 0.25 | ||
| Dividends declared per common share | $ | 0.04 | $ | 0.03 |
MARTEN TRANSPORT, LTD.
SEGMENT INFORMATION
(Unaudited)
| Dollar | Percentage | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Change | Change | |||||||||||
| Three Months | Three Months | Three Months | ||||||||||
| Ended | Ended | Ended | ||||||||||
| March 31, | March 31, | March 31, | ||||||||||
| (Dollars in thousands) | 2020 | 2019 | 2020 vs. 2019 | 2020 vs. 2019 | ||||||||
| Operating revenue: | ||||||||||||
| Truckload revenue, net of fuel surcharge revenue | $ | 83,857 | $ | 80,167 | $ | 3,690 | 4.6 | % | ||||
| Truckload fuel surcharge revenue | 11,275 | 11,555 | (280 | ) | (2.4 | ) | ||||||
| Total Truckload revenue | 95,132 | 91,722 | 3,410 | 3.7 | ||||||||
| Dedicated revenue, net of fuel surcharge revenue | 64,159 | 48,924 | 15,235 | 31.1 | ||||||||
| Dedicated fuel surcharge revenue | 10,878 | 8,801 | 2,077 | 23.6 | ||||||||
| Total Dedicated revenue | 75,037 | 57,725 | 17,312 | 30.0 | ||||||||
| Intermodal revenue, net of fuel surcharge revenue | 20,594 | 19,755 | 839 | 4.2 | ||||||||
| Intermodal fuel surcharge revenue | 3,086 | 3,216 | (130 | ) | (4.0 | ) | ||||||
| Total Intermodal revenue | 23,680 | 22,971 | 709 | 3.1 | ||||||||
| Brokerage revenue | 24,797 | 26,605 | (1,808 | ) | (6.8 | ) | ||||||
| Total operating revenue | $ | 218,646 | $ | 199,023 | $ | 19,623 | 9.9 | % | ||||
| Operating income: | ||||||||||||
| Truckload | $ | 6,785 | $ | 7,555 | $ | (770 | ) | (10.2 | )% | |||
| Dedicated | 8,533 | 5,515 | 3,018 | 54.7 | ||||||||
| Intermodal | 1,306 | 2,394 | (1,088 | ) | (45.4 | ) | ||||||
| Brokerage | 1,408 | 2,269 | (861 | ) | (37.9 | ) | ||||||
| Total operating income | $ | 18,032 | $ | 17,733 | $ | 299 | 1.7 | % | ||||
| Operating ratio: | ||||||||||||
| Truckload | 92.9 | % | 91.8 | % | ||||||||
| Dedicated | 88.6 | 90.4 | ||||||||||
| Intermodal | 94.5 | 89.6 | ||||||||||
| Brokerage | 94.3 | 91.5 | ||||||||||
| Consolidated operating ratio | 91.8 | % | 91.1 | % |
MARTEN TRANSPORT, LTD.
OPERATING STATISTICS
(Unaudited)
| Three Months | ||||||
|---|---|---|---|---|---|---|
| Ended March 31, | ||||||
| 2020 | 2019 | |||||
| Truckload Segment: | ||||||
| Revenue (in thousands) | $ | 95,132 | $ | 91,722 | ||
| Average revenue, net of fuel surcharges, per tractor per week^(1)^ | $ | 3,814 | $ | 3,859 | ||
| Average tractors^(1)^ | 1,691 | 1,616 | ||||
| Average miles per trip | 559 | 562 | ||||
| Non-revenue miles percentage^(2)^ | 11.2 | % | 11.3 | % | ||
| Total miles (in thousands) | 41,039 | 37,236 | ||||
| Dedicated Segment: | ||||||
| Revenue (in thousands) | $ | 75,037 | $ | 57,725 | ||
| Average revenue, net of fuel surcharges, per tractor per week^(1)^ | $ | 3,304 | $ | 3,382 | ||
| Average tractors^(1)^ | 1,494 | 1,125 | ||||
| Average miles per trip | 306 | 322 | ||||
| Non-revenue miles percentage^(2)^ | 0.7 | % | 0.6 | % | ||
| Total miles (in thousands) | 31,536 | 23,643 | ||||
| Intermodal Segment: | ||||||
| Revenue (in thousands) | $ | 23,680 | $ | 22,971 | ||
| Loads | 9,737 | 9,251 | ||||
| Average tractors | 100 | 87 | ||||
| Brokerage Segment: | ||||||
| Revenue (in thousands) | $ | 24,797 | $ | 26,605 | ||
| Loads | 16,108 | 15,266 | ||||
| At March 31, 2020 and March 31, 2019: | ||||||
| Total tractors^(1)^ | 3,377 | 2,867 | ||||
| Average age of company tractors (in years) | 1.8 | 1.8 | ||||
| Total trailers | 5,420 | 5,313 | ||||
| Average age of company trailers (in years) | 2.6 | 2.5 | ||||
| Ratio of trailers to tractors^(1)^ | 1.6 | 1.9 | ||||
| Three Months | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Ended March 31, | ||||||
| (In thousands) | 2020 | 2019 | ||||
| Net cash provided by operating activities | $ | 43,480 | $ | 37,628 | ||
| Net cash (used for) investing activities | (36,632 | ) | (6,736 | ) | ||
| Net cash (used for) financing activities | (2,173 | ) | (2,129 | ) | ||
| Weighted average shares outstanding: | ||||||
| Basic | 54,809 | 54,553 | ||||
| Diluted | 55,243 | 55,046 | ||||
| (1 | ) | Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 106 and 46 tractors as of March 31, 2020 and 2019, respectively. | ||||
| --- | --- | --- | ||||
| (2 | ) | Represents the percentage of miles for which the company is not compensated. |