10-Q 1 mrtn20220930_10q.htm FORM 10-Q mrtn20220930_10q.htm
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

Form 10-Q

 

   Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

or

   Transition Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

For the Quarter ended September 30, 2022

 

Commission File Number 0-15010

 

MARTEN TRANSPORT, LTD.

(Exact name of registrant as specified in its charter)

 

Delaware

 

39-1140809

(State of incorporation)

 

(I.R.S. employer identification no.)

     

129 Marten Street

   

Mondovi, Wisconsin 54755

 

715-926-4216

(Address of principal executive offices)

 

(Registrant’s telephone number)

 

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

MRTN

THE NASDAQ STOCK MARKET LLC

$.01 PER SHARE

 

(NASDAQ GLOBAL SELECT MARKET)

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒   No ☐

 

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).         Yes ☒   No ☐

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☒                     Accelerated filer ☐

Smaller reporting company              Non-accelerated filer ☐

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. ☐

 

Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes    No ☒

 

The number of shares outstanding of the Registrant’s Common Stock, par value $.01 per share, was 81,096,632 as of October 25, 2022.

 

 

 

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED BALANCE SHEETS

 

 

   

September 30,

   

December 31,

 

(In thousands, except share information)

 

2022

   

2021

 
   

(Unaudited)

         

ASSETS

               
Current assets:                

Cash and cash equivalents

  $ 71,492     $ 56,995  
Receivables:                

Trade, net

    124,587       99,003  

Other

    4,443       6,971  

Prepaid expenses and other

    24,787       23,980  

Total current assets

    225,309       186,949  
                 
Property and equipment:                

Revenue equipment, buildings and land, office equipment and other

    1,046,476       956,476  

Accumulated depreciation

    (334,504

)

    (274,199

)

Net property and equipment

    711,972       682,277  

Other noncurrent assets

    1,421       1,464  

Total assets

  $ 938,702     $ 870,690  
                 

LIABILITIES AND STOCKHOLDERS’ EQUITY

               
Current liabilities:                

Accounts payable

  $ 43,188     $ 20,150  

Insurance and claims accruals

    45,664       42,014  

Accrued and other current liabilities

    36,605       31,395  

Total current liabilities

    125,457       93,559  

Deferred income taxes

    130,594       125,163  

Noncurrent operating lease liabilities

    214       291  

Total liabilities

    256,265       219,013  
                 
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; 81,096,632 shares at September 30, 2022, and 83,034,404 shares at December 31, 2021, issued and outstanding

    811       830  

Additional paid-in capital

    46,366       85,718  

Retained earnings

    635,260       565,129  

Total stockholders’ equity

    682,437       651,677  

Total liabilities and stockholders’ equity

  $ 938,702     $ 870,690  

 

The accompanying notes are an integral part of these consolidated condensed financial statements.

 

 

1

 

 

 

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)

 

2022

   

2021

   

2022

   

2021

 
                                 

Operating revenue

  $ 324,448     $ 251,280     $ 941,294     $ 706,768  
                                 
Operating expenses (income):                                

Salaries, wages and benefits

    99,773       81,091       285,582       229,385  

Purchased transportation

    64,403       52,861       189,193       138,629  

Fuel and fuel taxes

    57,299       33,909       163,004       94,853  

Supplies and maintenance

    14,855       11,685       40,520       33,867  

Depreciation

    28,381       25,371       81,389       76,598  

Operating taxes and licenses

    2,748       2,606       8,051       8,036  

Insurance and claims

    11,949       10,501       38,096       31,338  

Communications and utilities

    2,135       2,181       6,639       6,320  

Gain on disposition of revenue equipment

    (1,070

)

    (4,536

)

    (10,422

)

    (11,859

)

Other

    10,209       7,115       28,681       18,589  
                                 

Total operating expenses

    290,682       222,784       830,733       625,756  
                                 

Operating income

    33,766       28,496       110,561       81,012  
                                 

Other

    (264

)

    (8

)

    (307

)

    (27

)

                                 

Income before income taxes

    34,030       28,504       110,868       81,039  
                                 

Income taxes expense

    8,384       7,230       26,028       20,341  
                                 

Net income

  $ 25,646     $ 21,274     $ 84,840     $ 60,698  
                                 

Basic earnings per common share

  $ 0.32     $ 0.26     $ 1.04     $ 0.73  
                                 

Diluted earnings per common share

  $ 0.32     $ 0.26     $ 1.03     $ 0.73  
                                 

Dividends paid per common share

  $ 0.06     $ -     $ 0.18     $ 0.08  
                                 

Dividends declared per common share

  $ 0.06     $ 0.54     $ 0.18     $ 0.62  

 

The accompanying notes are an integral part of these consolidated condensed financial statements.

 

2

 

 

 

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS EQUITY

(Unaudited)

 

   

Common Stock

   

Additional

Paid-In

   

Retained

   

Total

Stock-

holders’

 

(In thousands)

 

Shares

   

Amount

   

Capital

   

Earnings

   

Equity

 
                                         

Balance at December 31, 2021

    83,034     $ 830     $ 85,718     $ 565,129     $ 651,677  

Net income

    -       -       -       27,533       27,533  

Repurchase and retirement of common stock

    (1,307

)

    (13

)

    (24,987

)

    -       (25,000

)

Issuance of common stock from share-based payment arrangement exercises, deferred compensation plan distributions and vesting of performance unit awards

    220       2       766       -       768  

Employee taxes paid in exchange for shares withheld

    -       -       (1,610

)

    -       (1,610

)

Share-based payment arrangement compensation expense

    -       -       369       -       369  

Dividends paid on common stock

    -       -       -       (4,975

)

    (4,975

)

Balance at March 31, 2022

    81,947       819       60,256       587,687       648,762  

Net income

    -       -       -       31,661       31,661  

Repurchase and retirement of common stock

    (963

)

    (10

)

    (16,743

)

    -       (16,753

)

Issuance of common stock from share-based payment arrangement exercises

    31       1       150       -       151  

Share-based payment arrangement compensation expense

    -       -       1,204       -       1,204  

Dividends paid on common stock

    -       -       -       (4,868

)

    (4,868

)

Balance at June 30, 2022

    81,015       810       44,867       614,480       660,157  

Net income

    -       -       -       25,646       25,646  

Issuance of common stock from share-based payment arrangement exercises

    82       1       844       -       845  

Share-based payment arrangement compensation expense

    -       -       655       -       655  

Dividends paid on common stock

    -       -       -       (4,866

)

    (4,866

)

Balance at September 30, 2022

    81,097     $ 811     $ 46,366     $ 635,260     $ 682,437  

 

The accompanying notes are an integral part of these consolidated condensed financial statements.  

 

3

 

 

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS EQUITY

(Unaudited)

 

   

Common Stock

   

Additional

Paid-In

   

Retained

   

Total

Stock-

holders’

 

(In thousands)

 

Shares

   

Amount

   

Capital

   

Earnings

   

Equity

 
                                         

Balance at December 31, 2020

    82,705     $ 827     $ 85,070     $ 534,436     $ 620,333  

Net income

    -       -       -       18,006       18,006  

Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards

    70       1       160       -       161  

Employee taxes paid in exchange for shares withheld

    -       -       (547

)

    -       (547

)

Share-based payment arrangement compensation expense

    -       -       336       -       336  

Dividends paid on common stock

    -       -       -       (3,311

)

    (3,311

)

Balance at March 31, 2021

    82,775       828       85,019       549,131       634,978  

Net income

    -       -       -       21,418       21,418  

Issuance of common stock from share-based payment arrangement exercises, deferred compensation plan distributions and vesting of performance unit awards

    106       1       335       -       336  

Employee taxes paid in exchange for shares withheld

    -       -       (706

)

    -       (706

)

Share-based payment arrangement compensation expense

    -       -       930       -       930  

Dividends paid on common stock

    -       -       -       (3,315

)

    (3,315

)

Balance at June 30, 2021

    82,881       829       85,578       567,234       653,641  

Net income

    -       -       -       21,274       21,274  

Issuance of common stock from share-based payment arrangement exercises, deferred compensation plan distributions and vesting of performance unit awards

    62       -       61       -       61  

Employee taxes paid in exchange for shares withheld

    -       -       (673

)

    -       (673

)

Share-based payment arrangement compensation expense

    -       -       573       -       573  

Accrued dividends on common stock

    -       -       -       (44,789

)

    (44,789

)

Balance at September 30, 2021

    82,943     $ 829     $ 85,539     $ 543,719     $ 630,087  

 

The accompanying notes are an integral part of these consolidated condensed financial statements.  

 

4

 

 

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   

Nine Months

 
   

Ended September 30,

 

(In thousands)

 

2022

   

2021

 
Cash flows provided by operating activities:                

Operations:

               

Net income

  $ 84,840     $ 60,698  
Adjustments to reconcile net income to net cash provided by operating activities:                

Depreciation

    81,389       76,598  

Tires in service amortization

    4,861       4,858  

Gain on disposition of revenue equipment

    (10,422

)

    (11,859

)

Deferred income taxes

    5,431       (409

)

Share-based payment arrangement compensation expense

    2,228       1,839  
Changes in other current operating items:                

Receivables

    (24,657

)

    (14,805

)

Prepaid expenses and other

    (3,901

)

    (3,076

)

Accounts payable

    14,364       7,502  

Insurance and claims accruals

    3,650       1,533  

Accrued and other current liabilities

    5,438       5,030  

Net cash provided by operating activities

    163,221       127,909  
                 
Cash flows used for investing activities:                

Revenue equipment additions

    (110,535

)

    (157,301

)

Proceeds from revenue equipment dispositions

    28,527       58,525  

Buildings and land, office equipment and other additions

    (10,370

)

    (3,330

)

Other

    (38

)

    (36

)

Net cash used for investing activities

    (92,416

)

    (102,142

)

                 
Cash flows used for financing activities:                

Repurchase and retirement of common stock

    (41,753

)

    -  

Dividends paid on common stock

    (14,709

)

    (6,626

)

Issuance of common stock from share-based payment arrangement exercises, deferred compensation plan distributions and vesting of performance unit awards

    1,764       558  

Employee taxes paid in exchange for shares withheld

    (1,610

)

    (1,926

)

Net cash used for financing activities

    (56,308

)

    (7,994

)

                 

Net change in cash and cash equivalents

    14,497       17,773  
                 
Cash and cash equivalents:                

Beginning of period

    56,995       66,127  

End of period

  $ 71,492     $ 83,900  
                 
Supplemental non-cash disclosure:                

Dividends declared and not yet paid

  $ -     $ 44,789  

Change in property and equipment not yet paid

  $ 10,132     $ 692  
                 
Supplemental disclosure of cash flow information:                

Cash paid for:

               

Income taxes

  $ 16,413     $ 17,214  

Interest

  $ 52     $ -  

 

The accompanying notes are an integral part of these consolidated condensed financial statements.

 

5

 

MARTEN TRANSPORT, LTD.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2022

(Unaudited)

 

 

(1) Consolidated Condensed Financial Statements

 

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements, and therefore do not include all information and disclosures required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, such statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary to fairly present our consolidated financial condition, results of operations and cash flows for the interim periods presented. The results of operations for any interim period do not necessarily indicate the results for the full year. The unaudited interim consolidated condensed financial statements should be read with reference to the consolidated financial statements and notes to consolidated financial statements in our 2021 Annual Report on Form 10-K.

 

 

(2) Earnings per Common Share

 

Basic and diluted earnings per common share were computed as follows:

 

   

Three Months

   

Nine Months

 
   

Ended September 30,

   

Ended September 30,

 

(In thousands, except per share amounts)

 

2022

   

2021

   

2022

   

2021

 

Numerator:

                               

Net income

  $ 25,646     $ 21,274     $ 84,840     $ 60,698  

Denominator:

                               

Basic earnings per common share - weighted-average shares

    81,061       82,907       81,889       82,835  

Effect of dilutive stock options

    286       465       266       545  

Diluted earnings per common share - weighted-average shares and assumed conversions

    81,347       83,372       82,155       83,380  
                                 

Basic earnings per common share

  $ 0.32     $ 0.26     $ 1.04     $ 0.73  

Diluted earnings per common share

  $ 0.32     $ 0.26     $ 1.03     $ 0.73  

 

Options totaling 512,500 and 535,600 equivalent shares for the three-month and nine-month periods ended September 30, 2022, respectively, and 339,450 and 328,550 equivalent shares for the three-month and nine-month periods ended September 30, 2021, respectively, were outstanding but were not included in the calculation of diluted earnings per share because including the options in the denominator would be antidilutive, or decrease the number of weighted-average shares, due to their exercise prices exceeding the average market price of the common shares, or because inclusion of average unrecognized compensation expense in the calculation would cause the options to be antidilutive.

 

Unvested performance unit awards totaling 16,590 equivalent shares for each of the three-month and nine-month periods ended September 30, 2022, and 66,912 equivalent shares for each of the three-month and nine-month periods ended September 30, 2021, were considered outstanding but were not included in the calculation of diluted earnings per share because inclusion of average unrecognized compensation expense in the calculation would cause the performance units to be antidilutive.

 

 

(3) Long-Term Debt

 

In August 2022, we entered into a credit agreement that provides for an unsecured committed credit facility with an aggregate principal amount of $30.0 million which matures in August 2027. The credit agreement amends, restates and continues in its entirety our previous credit agreement, as amended. At September 30, 2022, there was no outstanding principal balance on the facility. As of that date, we had outstanding standby letters of credit to guarantee settlement of self-insurance claims of $16.1 million and remaining borrowing availability of $13.9 million. At December 31, 2021, there was also no outstanding principal balance on the facility. As of that date, we had outstanding standby letters of credit of $18.5 million on the facility. This facility bears interest at a variable rate based on the Term SOFR Rate plus applicable margins. The interest rate for the facility that would apply to outstanding principal balances was 6.25% at September 30, 2022.

 

6

 

Our credit agreement effective in August 2022 prohibits us from paying, in any fiscal year, stock redemptions and dividends in excess of $150 million. Our previous credit agreement prohibited us from making such payments in excess of 25% of our net income from the prior fiscal year. Waivers allowing stock redemptions and dividends in excess of the 25% limitation in total amounts of up to $80 million in each of 2022 and 2021 were obtained from the lender in March 2022 and August 2021, respectively. The current and previous credit agreements also contain restrictive covenants which, among other matters, require us to maintain compliance with cash flow leverage and fixed charge coverage ratios. We were in compliance with all covenants at September 30, 2022 and December 31, 2021.

 

 

(4) Related Party Transactions

 

We purchase fuel and tires and obtain related services from Bauer Built, Inc., or BBI. Jerry M. Bauer, the chairman of the board and chief executive officer of BBI, is one of our directors. We paid BBI $377,000 in the first nine months of 2022 and $234,000 in the first nine months of 2021 for fuel, tires and related services. In addition, we paid $1.4 million in the first nine months of 2022 and $1.5 million in the first nine months of 2021 to tire manufacturers for tires that were provided by BBI. BBI received commissions from the tire manufacturers related to these purchases.

 

 

(5) Share Repurchase Program

 

In August 2019, our Board of Directors approved and we announced an increase from current availability in our existing share repurchase program providing for the repurchase of up to $34.0 million, or approximately 1.8 million shares, of our common stock, which was increased by our Board of Directors to 2.7 million shares in August 2020 to reflect the three-for-two stock split effected in the form of a stock dividend on August 13, 2020. On May 3, 2022, our Board of Directors approved and we announced an additional increase from current availability in our existing share repurchase program providing for the repurchase of up to $50.0 million, or approximately 3.1 million shares of our common stock. The share repurchase program allows purchases on the open market or through private transactions in accordance with Rule 10b-18 of the Exchange Act. The timing and extent to which we repurchase shares depends on market conditions and other corporate considerations. The repurchase program does not have an expiration date.

 

We repurchased and retired 1.3 million shares of common stock for $25.0 million in the first quarter of 2022, and 963,000 shares of common stock for $16.8 million in the second quarter of 2022. We did not repurchase any shares in the third quarter of 2022 or in 2021. As of September 30, 2022, future repurchases of up to $33.2 million, or approximately 2.2 million shares, were available in the share repurchase program.

 

 

(6) Dividends

 

In 2010, we announced that our Board of Directors approved a regular cash dividend program to our stockholders, subject to approval each quarter. A quarterly cash dividend of $0.06 per share of common stock was paid in each of the first three quarters of 2022 which totaled $14.7 million. A quarterly cash dividend of $0.04 per share of common stock was paid in each of the first two quarters of 2021 which totaled $6.6 million. We declared cash dividends in August 2021 which were paid in October 2021 totaling $44.8 million which consisted of a special dividend of $0.50 per common share, along with a quarterly cash dividend of $0.04 per share of common stock.

 

 

(7) Accounting for Share-based Payment Arrangement Compensation

 

We account for share-based payment arrangements in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 718, Compensation Stock Compensation. During the first nine months of 2022, there were no significant changes to the structure of our stock-based award plans. Pre-tax compensation expense related to stock options and performance unit awards recorded in the first nine months of 2022 and 2021 was $2.2 million and $1.8 million, respectively.

 

 

(8) Termination of Deferred Compensation Plan

 

On May 5, 2020, our Compensation Committee and Board of Directors approved the termination of our Deferred Compensation Plan. The plan was an unfunded, nonqualified deferred compensation plan designed to allow board elected officers and other select members of our management designated by our Compensation Committee to save for retirement on a tax-deferred basis. The termination was effective May 5, 2021. All shares of Company common stock within the plan were distributed by March 31, 2022.

 

7

 

 

(9) Fair Value of Financial Instruments

 

The carrying amounts of cash equivalents, accounts receivable and accounts payable approximate fair value because of the short maturity of these instruments.  

 

 

(10) Commitments and Contingencies

 

We are committed to new revenue equipment purchases of $19.8 million and building construction obligations of $6.0 million through the remainder of 2022. We also have commitments to purchase new revenue equipment of $47.3 million in 2023 and $13.0 million in 2024. Operating lease obligation expenditures through 2024 total $459,000.

 

We self-insure, in part, for losses relating to workers’ compensation, auto liability, general liability, cargo and property damage claims, along with employees’ health insurance with varying risk retention levels. We maintain insurance coverage for per-incident and total losses in excess of these risk retention levels in amounts we consider adequate based upon historical experience and our ongoing review, and reserve currently for the estimated cost of the uninsured portion of pending claims.

 

We are also involved in other legal actions that arise in the ordinary course of business. In the opinion of management, based upon present knowledge of the facts, it is remote that the ultimate outcome of any such legal actions will have a material adverse effect upon our long-term financial position or results of operations.

 

 

(11) Revenue and Business Segments

 

We account for our revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers. We combine our five current operating segments into four reporting segments (Truckload, Dedicated, Intermodal and Brokerage) for financial reporting purposes. These four reporting segments are also the appropriate categories for the disaggregation of our revenue under FASB ASC 606.

 

We have strategically transitioned from a refrigerated long-haul carrier to a multifaceted business offering a network of refrigerated and dry truck-based transportation capabilities across our five distinct business platforms – Truckload, Dedicated, Intermodal, Brokerage and MRTN de Mexico.

 

Our Truckload segment provides a combination of regional short-haul and medium-to-long-haul full-load transportation services. We transport food and other consumer packaged goods that require a temperature-controlled or insulated environment, along with dry freight, across the United States and into and out of Mexico and Canada. Our agreements with customers are typically for one year.

 

Our Dedicated segment provides customized transportation solutions tailored to meet individual customers’ requirements, utilizing temperature-controlled trailers, dry vans and other specialized equipment within the United States. Our agreements with customers range from three to five years and are subject to annual rate reviews.

 

Generally, we are paid by the mile for our Truckload and Dedicated services. We also derive Truckload and Dedicated revenue from fuel surcharges, loading and unloading activities, equipment detention and other accessorial services. The main factors that affect our Truckload and Dedicated revenue are the rate per mile we receive from our customers, the percentage of miles for which we are compensated, the number of miles we generate with our equipment and changes in fuel prices. We monitor our revenue production primarily through average Truckload and Dedicated revenue, net of fuel surcharges, per tractor per week. We also analyze our average Truckload and Dedicated revenue, net of fuel surcharges, per total mile, non-revenue miles percentage, the miles per tractor we generate, our fuel surcharge revenue, our accessorial revenue and our other sources of operating revenue.

 

Our Intermodal segment transports our customers’ freight within the United States utilizing our refrigerated containers and our temperature-controlled trailers, each on railroad flatcars for portions of trips, with the balance of the trips using our tractors or, to a lesser extent, contracted carriers. The main factors that affect our Intermodal revenue are the rate per mile and other charges we receive from our customers.

 

8

 

Our Brokerage segment develops contractual relationships with and arranges for third-party carriers to transport freight for our customers in temperature-controlled trailers and dry vans within the United States and into and out of Mexico through Marten Transport Logistics, LLC, which was established in 2007 and operates pursuant to brokerage authority granted by the United States Department of Transportation, or DOT. We retain the billing, collection and customer management responsibilities. The main factors that affect our Brokerage revenue are the rate per mile and other charges that we receive from our customers.

 

Operating results of our MRTN de Mexico business which offers our customers door-to-door service between the United States and Mexico with our Mexican partner carriers is reported within our Truckload and Brokerage segments.

 

Our customer agreements are typically for one-year terms except for our Dedicated agreements which range from three to five years with annual rate reviews. Under FASB ASC 606, the contract date for each individual load within each of our four reporting segments is generally the date that each load is tendered to and accepted by us. For each load transported within each of our four reporting segments, the entire amount of revenue to be recognized is a single performance obligation and our agreements with our customers detail the per-mile charges for line haul and fuel surcharges, along with the rates for loading and unloading, stop offs and drops, equipment detention and other accessorial services, which is the transaction price. There are no discounts that would be a material right or consideration payable to a customer. We are required to recognize revenue and related expenses over time, from load pickup to delivery, for each load within each of our four reporting segments. We base our calculation of the amount of revenue to record in each period for individual loads picking up in one period and delivering in the following period using the number of hours estimated to be incurred within each period applied to each estimated transaction price. Contract assets for this estimated revenue which are classified within prepaid expenses and other within our consolidated condensed balance sheets were $2.6 million and $2.2 million as of September 30, 2022 and December 31, 2021, respectively. We had no impairment losses on contract assets in the first nine months of 2022 or in 2021. We bill our customers for loads after delivery is complete with standard payment terms of 30 days.

 

We account for revenue of our Intermodal and Brokerage segments and revenue on freight transported by independent contractors within our Truckload and Dedicated segments on a gross basis because we are the principal service provider controlling the promised service before it is transferred to each customer. We are primarily responsible for fulfilling the promise to provide each specified service to each customer. We bear the primary risk of loss in the event of cargo claims by our customers. We also have complete control and discretion in establishing the price for each specified service. Accordingly, all such revenue billed to customers is classified as operating revenue and all corresponding payments to carriers for transportation services we arrange in connection with brokerage and intermodal activities and to independent contractor providers of revenue equipment are classified as purchased transportation expense within our consolidated condensed statements of operations.

 

9

 

The following table sets forth for the periods indicated our operating revenue and operating income by segment. We do not prepare separate balance sheets by segment and, as a result, assets are not separately identifiable by segment.

 

   

Three Months

   

Nine Months

 
   

Ended September 30,

   

Ended September 30,

 

(In thousands)

 

2022

   

2021

   

2022

   

2021

 

Operating revenue:

                               

Truckload revenue, net of fuel surcharge revenue

  $ 105,905     $ 86,889     $ 302,883     $ 254,441  

Truckload fuel surcharge revenue

    23,471       12,728       66,255       36,032  

Total Truckload revenue

    129,376       99,617       369,138       290,473  
                                 

Dedicated revenue, net of fuel surcharge revenue

    86,178       68,826       248,988       202,955  

Dedicated fuel surcharge revenue

    24,039       13,336       68,344       37,565  

Total Dedicated revenue

    110,217       82,162       317,332       240,520  
                                 

Intermodal revenue, net of fuel surcharge revenue

    24,303       22,716       77,589       64,193  

Intermodal fuel surcharge revenue

    7,600       4,031       22,923       10,150  

Total Intermodal revenue

    31,903       26,747       100,512       74,343  
                                 

Brokerage revenue

    52,952       42,754       154,312       101,432  

Total operating revenue

  $ 324,448     $ 251,280     $ 941,294     $ 706,768  
                                 

Operating income:

                               

Truckload

  $ 14,319     $ 11,670     $ 45,978     $ 36,282  

Dedicated

    13,005       8,521       37,689       28,074  

Intermodal

    778       2,840       9,911       6,151  

Brokerage

    5,664       5,465       16,983       10,505  

Total operating income

  $ 33,766     $ 28,496     $ 110,561     $ 81,012  

 

Truckload segment depreciation expense was $14.5 million and $12.9 million, Dedicated segment depreciation expense was $11.5 million and $10.6 million, Intermodal segment depreciation expense was $2.0 million and $1.6 million, and Brokerage segment depreciation expense was $383,000 and $260,000 in the three-month periods ended September 30, 2022 and 2021, respectively.

 

Truckload segment depreciation expense was $40.9 million and $39.0 million, Dedicated segment depreciation expense was $33.8 million and $32.0 million, Intermodal segment depreciation expense was $5.6 million and $4.7 million, and Brokerage segment depreciation expense was $1.1 million and $840,000 in the nine-month periods ended September 30, 2022 and 2021, respectively.

 

 

(12) Use of Estimates

 

We must make estimates and assumptions to prepare the consolidated condensed financial statements in conformity with U.S. generally accepted accounting principles. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities in the consolidated condensed financial statements and the reported amount of revenue and expenses during the reporting period. These estimates are primarily related to insurance and claims accruals and depreciation. Ultimate results could differ from these estimates.

 

10

 

 

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion and analysis of our financial condition and results of operations should be read together with the selected consolidated financial data and our consolidated condensed financial statements and the related notes appearing elsewhere in this report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those included in our Form 10-K, Part I, Item 1A for the year ended December 31, 2021. We do not assume, and specifically disclaim, any obligation to update any forward-looking statement contained in this report.

 

Overview

 

We have strategically transitioned from a refrigerated long-haul carrier to a multifaceted business offering a network of refrigerated and dry truck-based transportation capabilities across our five distinct business platforms – Truckload, Dedicated, Intermodal, Brokerage and MRTN de Mexico.

 

Our Truckload segment provides a combination of regional short-haul and medium-to-long-haul full-load transportation services. We transport food and other consumer packaged goods that require a temperature-controlled or insulated environment, along with dry freight, across the United States and into and out of Mexico and Canada. Our agreements with customers are typically for one year.

 

Our Dedicated segment provides customized transportation solutions tailored to meet each individual customer’s requirements, utilizing temperature-controlled trailers, dry vans and other specialized equipment within the United States. Our agreements with customers range from three to five years and are subject to annual rate reviews.

 

Generally, we are paid by the mile for our Truckload and Dedicated services. We also derive Truckload and Dedicated revenue from fuel surcharges, loading and unloading activities, equipment detention and other accessorial services. The main factors that affect our Truckload and Dedicated revenue are the rate per mile we receive from our customers, the percentage of miles for which we are compensated, the number of miles we generate with our equipment and changes in fuel prices. We monitor our revenue production primarily through average Truckload and Dedicated revenue, net of fuel surcharges, per tractor per week. We also analyze our average Truckload and Dedicated revenue, net of fuel surcharges, per total mile, non-revenue miles percentage, the miles per tractor we generate, our fuel surcharge revenue, our accessorial revenue and our other sources of operating revenue.

 

Our Intermodal segment transports our customers’ freight within the United States utilizing our refrigerated containers and our temperature-controlled trailers, each on railroad flatcars for portions of trips, with the balance of the trips using our tractors or, to a lesser extent, contracted carriers. The main factors that affect our Intermodal revenue are the rate per mile and other charges we receive from our customers.

 

Our Brokerage segment develops contractual relationships with and arranges for third-party carriers to transport freight for our customers in temperature-controlled trailers and dry vans within the United States and into and out of Mexico through Marten Transport Logistics, LLC, which was established in 2007 and operates pursuant to brokerage authority granted by the DOT. We retain the billing, collection and customer management responsibilities. The main factors that affect our Brokerage revenue are the rate per mile and other charges that we receive from our customers.

 

Operating results of our MRTN de Mexico business which offers our customers door-to-door service between the United States and Mexico with our Mexican partner carriers is reported within our Truckload and Brokerage segments.

 

In addition to the factors discussed above, our operating revenue is also affected by, among other things, the United States economy, inventory levels, the level of truck and rail capacity in the transportation market, a contracting driver market, severe weather conditions and specific customer demand.

 

11

 

Our operating revenue increased $234.5 million, or 33.2%, in the first nine months of 2022 from the first nine months of 2021. Our operating revenue, net of fuel surcharges, increased $160.8 million, or 25.8%, compared with the first nine months of 2021. Truckload segment revenue, net of fuel surcharges, increased 19.0% from the first nine months of 2021, primarily due to an increase in our average revenue per tractor. Dedicated segment revenue, net of fuel surcharges, increased 22.7% from the first nine months of 2021, primarily due to an increase in our average revenue per tractor. Intermodal segment revenue, net of fuel surcharges, increased 20.9% from the first nine months of 2021, primarily due to an increase in revenue per load. Brokerage segment revenue increased 52.1%, primarily due to increases in both the number of loads and in revenue per load in the first nine months of 2022. Fuel surcharge revenue increased to $157.5 million in the first nine months of 2022 from $83.7 million in the first nine months of 2021, primarily due to higher fuel costs.

 

Our profitability is impacted by the variable costs of transporting freight for our customers, fixed costs, and expenses containing both fixed and variable components. The variable costs include fuel expense, driver-related expenses, such as wages, benefits, training, and recruitment, and independent contractor costs, which are recorded under purchased transportation. Expenses that have both fixed and variable components include maintenance and tire expense and our cost of insurance and claims. These expenses generally vary with the miles we travel, but also have a controllable component based on safety, fleet age, efficiency and other factors. Our main fixed costs relate to the acquisition and subsequent depreciation of long-term assets, such as revenue equipment and operating terminals. We expect our annual cost of tractor and trailer ownership will increase in future periods as a result of higher prices of new equipment, along with any increases in fleet size. Although certain factors affecting our expenses are beyond our control, we monitor them closely and attempt to anticipate changes in these factors in managing our business. For example, fuel prices have significantly fluctuated over the past several years. We manage our exposure to changes in fuel prices primarily through fuel surcharge programs with our customers, as well as through volume fuel purchasing arrangements with national fuel centers and bulk purchases of fuel at our terminals. To help further reduce fuel expense, we have installed and tightly manage the use of auxiliary power units in our tractors to provide climate control and electrical power for our drivers without idling the tractor engine, and also have improved the fuel usage in the temperature-control units on our trailers. For our Intermodal and Brokerage segments, our profitability is impacted by the percentage of revenue which is payable to the providers of the transportation services we arrange. This expense is included within purchased transportation in our consolidated condensed statements of operations.

 

Our operating income improved 36.5% to $110.6 million in the first nine months of 2022 from $81.0 million in the first nine months of 2021. Our operating expenses as a percentage of operating revenue, or “operating ratio,” improved to 88.3% in the first nine months of 2022 from 88.5% in the first nine months of 2021. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 85.9% in the first nine months of 2022 from 87.0% in the first nine months of 2021. Our net income improved 39.8% to $84.8 million, or $1.03 per diluted share, in the first nine months of 2022 from $60.7 million, or $0.73 per diluted share, in the first nine months of 2021.

 

Our business requires substantial, ongoing capital investments, particularly for new tractors and trailers. At September 30, 2022, we had $71.5 million of cash and cash equivalents, $682.4 million in stockholders’ equity and no long-term debt outstanding. In the first nine months of 2022, net cash flows provided by operating activities of $163.2 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $82.0 million, to repurchase and retire 2.3 million shares of our common stock for $41.8 million, to pay cash dividends of $14.7 million, and to construct and upgrade regional operating facilities in the amount of $8.7 million, resulting in a $14.5 million increase in cash and cash equivalents. We estimate that capital expenditures, net of proceeds from dispositions, will be approximately $68 million for the remainder of 2022. A quarterly cash dividend of $0.06 per share of common stock was paid in each of the first three quarters of 2022 which totaled $14.7 million. We believe our sources of liquidity are adequate to meet our current and anticipated needs for at least the next twelve months. Based upon anticipated cash flows, existing cash and cash equivalents balances, current borrowing availability and other sources of financing we expect to be available to us, we do not anticipate any significant liquidity constraints in the foreseeable future.

 

12

 

We continue to invest considerable time and capital resources to actively implement and promote long-term environmentally sustainable solutions that drive reductions in our fuel and electricity consumption and decrease our carbon footprint. These initiatives include (i) reducing idle time for our tractors by installing and tightly managing the use of auxiliary power units, which are powered by solar panels and provide climate control and electrical power for our drivers without idling the tractor engine, (ii) improving the energy efficiency of our newer, more aerodynamic and well-maintained tractor and trailer fleets by optimizing the equipment’s specifications, weight and tractor speed, equipping our tractors with automatic transmissions, converting the refrigeration units in our refrigerated trailers to the new, more-efficient CARB refrigeration units along with increasing the insulation in the trailer walls and installing trailer skirts, and using ultra-fuel efficient and wide-based tires, and (iii) upgrading all of our facilities to indoor and outdoor LED lighting along with converting all of our facilities to solar power. Additionally, we are an active participant in the United States Environmental Protection Agency, or EPA, SmartWay Transport Partnership, in which freight shippers, carriers, logistics companies and other voluntary stakeholders partner with the EPA to measure, benchmark and improve logistics operations to reduce their environmental footprint.

 

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes discussions of operating revenue, net of fuel surcharge revenue; Truckload, Dedicated and Intermodal revenue, net of fuel surcharge revenue; operating expenses as a percentage of operating revenue, each net of fuel surcharge revenue; and net fuel expense (fuel and fuel taxes net of fuel surcharge revenue and surcharges passed through to independent contractors, outside drayage carriers and railroads). We provide these additional disclosures because management believes these measures provide a more consistent basis for comparing results of operations from period to period. These financial measures in this report have not been determined in accordance with U.S. generally accepted accounting principles (GAAP). Pursuant to Item 10(e) of Regulation S-K, we have included the amounts necessary to reconcile these non-GAAP financial measures to the most directly comparable GAAP financial measures of operating revenue, operating expenses divided by operating revenue, and fuel and fuel taxes.

 

13

 

Results of Operations

 

The following table sets forth for the periods indicated certain operating statistics regarding our revenue and operations:

 

   

Three Months

   

Nine Months

 
   

Ended September 30,

   

Ended September 30,

 
   

2022

   

2021

   

2022

   

2021

 

Truckload Segment:

                               

Revenue (in thousands)

  $ 129,376     $ 99,617     $ 369,138     $ 290,473  

Average revenue, net of fuel surcharges, per tractor per week(1)

  $ 4,889     $ 4,411     $ 4,980     $ 4,202  

Average tractors(1)

    1,648       1,499       1,560       1,553  

Average miles per trip

    508       502       512       516  

Total miles (in thousands)

    38,441       35,945       110,565       111,513  
                                 

Dedicated Segment:

                               

Revenue (in thousands)

  $ 110,217     $ 82,162     $ 317,332     $ 240,520  

Average revenue, net of fuel surcharges, per tractor per week(1)

  $ 4,006     $ 3,438     $ 3,977     $ 3,305  

Average tractors(1)

    1,637       1,523       1,605       1,574  

Average miles per trip

    337       328       340       319  

Total miles (in thousands)

    34,513       31,511       101,400       95,765  
                                 

Intermodal Segment:

                               

Revenue (in thousands)

  $ 31,903     $ 26,747     $ 100,512     $ 74,343  

Loads

    7,610       8,257       24,607       24,885  

Average tractors

    182       139       173       140  
                                 

Brokerage Segment:

                               

Revenue (in thousands)

  $ 52,952     $ 42,754     $ 154,312     $ 101,432  

Loads

    24,896       18,251       69,902       47,167  

 

(1)

Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 90 and 101 tractors as of September 30, 2022 and 2021, respectively.

 

14

 

Comparison of Three Months Ended September 30, 2022 to Three Months Ended September 30, 2021

 

The following table sets forth for the periods indicated our operating revenue, operating income and operating ratio by segment, along with the change for each component:

 

                   

Dollar

   

Percentage

 
                   

Change

   

Change

 
   

Three Months

   

Three Months

   

Three Months

 
   

Ended

   

Ended

   

Ended

 
   

September 30,

   

September 30,

   

September 30,

 

(Dollars in thousands)

 

2022

   

2021

   

2022 vs. 2021

   

2022 vs. 2021

 

Operating revenue:

                               

Truckload revenue, net of fuel surcharge revenue

  $ 105,905     $ 86,889     $ 19,016       21.9

%

Truckload fuel surcharge revenue

    23,471       12,728       10,743       84.4  

Total Truckload revenue

    129,376       99,617       29,759       29.9  
                                 

Dedicated revenue, net of fuel surcharge revenue

    86,178       68,826       17,352       25.2  

Dedicated fuel surcharge revenue

    24,039       13,336       10,703       80.3  

Total Dedicated revenue

    110,217       82,162       28,055       34.1  
                                 

Intermodal revenue, net of fuel surcharge revenue

    24,303       22,716       1,587       7.0  

Intermodal fuel surcharge revenue

    7,600       4,031       3,569       88.5  

Total Intermodal revenue

    31,903       26,747       5,156       19.3  
                                 

Brokerage revenue

    52,952       42,754       10,198       23.9  
                                 

Total operating revenue

  $ 324,448     $ 251,280     $ 73,168       29.1

%

                                 

Operating income:

                               

Truckload

  $ 14,319     $ 11,670     $ 2,649       22.7

%

Dedicated

    13,005       8,521       4,484       52.6  

Intermodal

    778       2,840       (2,062

)

    (72.6

)

Brokerage

    5,664       5,465       199       3.6  

Total operating income

  $ 33,766     $ 28,496     $ 5,270       18.5

%

                                 

Operating ratio:

                               

Truckload

    88.9

%

    88.3

%

               

Dedicated

    88.2       89.6                  

Intermodal

    97.6       89.4                  

Brokerage

    89.3       87.2                  

Consolidated operating ratio

    89.6

%

    88.7

%

               
                                 

Operating ratio, net of fuel surcharges:

                               

Truckload

    86.5

%

    86.6

%

               

Dedicated

    84.9       87.6                  

Intermodal

    96.8       87.5                  

Brokerage

    89.3       87.2                  

Consolidated operating ratio, net of fuel surcharges

    87.5

%

    87.1

%

               

 

15

 

Our operating revenue increased $73.2 million, or 29.1%, to $324.4 million in the 2022 period from $251.3 million in the 2021 period. Our operating revenue, net of fuel surcharges, increased $48.2 million, or 21.8%, to $269.3 million in the 2022 period from $221.2 million in the 2021 period. This increase in the 2022 period was due to a $19.0 million increase in Truckload revenue, net of fuel surcharges, a $17.4 million increase in Dedicated revenue, net of fuel surcharges, a $10.2 million increase in Brokerage revenue, and a $1.6 million increase in Intermodal revenue, net of fuel surcharges. Fuel surcharge revenue increased by $25.0 million to $55.1 million in the 2022 period from $30.1 million in the 2021 period primarily due to higher fuel costs.

 

Truckload segment revenue increased $29.8 million, or 29.9%, to $129.4 million in the 2022 period from $99.6 million in the 2021 period. Truckload segment revenue, net of fuel surcharges, increased $19.0 million, or 21.9%, to $105.9 million in the 2022 period from $86.9 million in the 2021 period. During the 2022 period, an increase in our average revenue per tractor was coupled with an increase in our average number of tractors. The operating ratio in the 2022 period was adversely impacted by a decrease in gain on disposition of revenue equipment.

 

Dedicated segment revenue increased $28.1 million, or 34.1%, to $110.2 million in the 2022 period from $82.2 million in the 2021 period. Dedicated segment revenue, net of fuel surcharges, increased 25.2%, primarily due to an increase in our average revenue per tractor, along with growth in our fleet. The improvement in the operating ratio was primarily due to an increase in our average revenue per tractor due to increased rates with our customers.

 

Intermodal segment revenue increased $5.2 million, or 19.3%, to $31.9 million in the 2022 period from $26.7 million in the 2021 period. Intermodal segment revenue, net of fuel surcharges, increased 7.0% from the 2021 period, primarily due to an increase in revenue per load. The operating ratio in the 2022 period was adversely impacted by a decrease in our intermodal volumes and margins resulting from weakness in rail service aggravated by the threat of a rail labor strike in mid-September 2022.

 

Brokerage segment revenue increased $10.2 million, or 23.9%, to $53.0 million in the 2022 period from $42.8 million in the 2021 period, primarily due to an increase in the number of loads. The operating ratio in the 2022 period was negatively impacted by an increase in the amounts payable to carriers for transportation services which we arranged as a percentage of our Brokerage revenue.

 

16

 

The following table sets forth for the periods indicated the dollar and percentage increase or decrease of the items in our unaudited consolidated condensed statements of operations, and those items as a percentage of operating revenue:

 

   

Dollar

Change

   

Percentage

Change

   

Percentage of

Operating Revenue

 
   

Three Months

Ended

September 30,

   

Three Months

Ended

September 30,

   

Three Months

Ended

September 30,

 

(Dollars in thousands)

 

2022 vs. 2021

   

2022 vs. 2021

   

2022

   

2021

 
                                 

Operating revenue

  $ 73,168       29.1

%

    100.0

%

    100.0

%

Operating expenses (income):

                               

Salaries, wages and benefits

    18,682       23.0       30.8       32.3  

Purchased transportation

    11,542       21.8       19.9       21.0  

Fuel and fuel taxes

    23,390       69.0       17.7       13.5  

Supplies and maintenance

    3,170       27.1       4.6       4.7  

Depreciation

    3,010       11.9       8.7       10.1  

Operating taxes and licenses

    142       5.4       0.8       1.0  

Insurance and claims

    1,448       13.8       3.7       4.2  

Communications and utilities

    (46

)

    (2.1

)

    0.7       0.9  

Gain on disposition of revenue equipment

    3,466       76.4       (0.3

)

    (1.8

)

Other

    3,094       43.5       3.1       2.8  

Total operating expenses

    67,898       30.5       89.6       88.7  

Operating income

    5,270       18.5       10.4       11.3  

Other

    (256

)

    (3,200.0

)

    (0.1

)

    -  

Income before income taxes

    5,526       19.4       10.5       11.3  

Income taxes expense

    1,154       16.0       2.6       2.9  

Net income

  $ 4,372       20.6

%

    7.9

%

    8.5

%

 

Salaries, wages and benefits consist of compensation for our employees, including both driver and non-driver employees, employees’ health insurance, 401(k) plan contributions and other fringe benefits. These expenses vary depending upon the size of our Truckload, Dedicated and Intermodal tractor fleets, the ratio of company drivers to independent contractors, our efficiency, our experience with employees’ health insurance claims, changes in health care premiums and other factors. Salaries, wages and benefits expense increased $18.7 million, or 23.0%, in the 2022 period from the 2021 period. This increase resulted primarily from additional company driver compensation expense of $14.5 million in the period.

 

Purchased transportation consists of amounts payable to railroads and carriers for transportation services we arrange in connection with Brokerage and Intermodal operations and to independent contractor providers of revenue equipment. This category will vary depending upon the amount and rates, including fuel surcharges, we pay to third-party railroad and motor carriers, the ratio of company drivers versus independent contractors and the amount of fuel surcharges passed through to independent contractors. Purchased transportation expense increased $11.5 million in total, or 21.8%, in the 2022 period from the 2021 period. Amounts payable to carriers for transportation services we arranged in our Brokerage segment increased $9.4 million to $44.3 million in the 2022 period from $34.9 million in the 2021 period, primarily due to growth in load volume. Amounts payable to railroads and drayage carriers for transportation services within our Intermodal segment increased $2.3 million to $16.4 million in the 2022 period from $14.1 million in the 2021 period. The portion of purchased transportation expense related to independent contractors within our Truckload and Dedicated segments, including fuel surcharges, decreased $114,000 in the 2022 period. We expect our purchased transportation expense to increase as we grow our Intermodal and Brokerage segments.

 

17

 

Fuel and fuel taxes increased by $23.4 million, or 69.0%, in the 2022 period from the 2021 period. Net fuel expense (fuel and fuel taxes net of fuel surcharge revenue and surcharges passed through to independent contractors, outside drayage carriers and railroads) increased $1.3 million, or 17.6%, to $8.6 million in the 2022 period from $7.3 million in the 2021 period. Fuel surcharges passed through to independent contractors, outside drayage carriers and railroads increased to $6.4 million from $3.5 million in the 2021 period. The United States Department of Energy, or DOE, national average cost of fuel increased to $5.15 per gallon from $3.36 per gallon in the 2021 period. Despite this increase, our net fuel expense was 4.0% of Truckload, Dedicated and Intermodal segment revenue, net of fuel surcharges, down slightly from 4.1% in the 2021 period. We have worked diligently to control fuel usage and costs by improving our volume purchasing arrangements and optimizing our drivers’ fuel purchases with national fuel centers, focusing on shorter lengths of haul, installing and tightly managing the use of auxiliary power units in our tractors to minimize engine idling and improving fuel usage in the temperature-control units on our trailers. Auxiliary power units, which we have installed in our company-owned tractors, provide climate control and electrical power for our drivers without idling the tractor engine.

 

Supplies and maintenance consist of repairs, maintenance, tires, parts, oil and engine fluids, along with load-specific expenses including loading/unloading, tolls, pallets and trailer hostling. Our supplies and maintenance expense increased $3.2 million, or 27.1%, from the 2021 period, primarily due to higher parts, outside repair and tire costs, along with increased loading/unloading costs.

 

Gain on disposition of revenue equipment was $1.1 million in the 2022 period, down from $4.5 million in the 2021 period primarily due to a decrease in the number of units sold, partially offset by an increase in the average gain for our tractor and trailer sales. Future gains or losses on dispositions of revenue equipment will be impacted by the market for used revenue equipment, which is beyond our control.

 

The $3.1 million increase in other operating expenses in the 2022 period was primarily due to increases in costs associated with driver recruitment and retention, travel and meals, and chassis rental.

 

Our operating income improved 18.5% to $33.8 million in the 2022 period from $28.5 million in the 2021 period as a result of the foregoing factors. Our operating expenses as a percentage of operating revenue, or “operating ratio,” was 89.6% in the 2022 period and 88.7% in the 2021 period. The operating ratio for our Truckload segment was 88.9% in the 2022 period and 88.3% in the 2021 period, for our Dedicated segment was 88.2% in the 2022 period and 89.6% in the 2021 period, for our Intermodal segment was 97.6% in the 2022 period and 89.4% in the 2021 period, and for our Brokerage segment was 89.3% in the 2022 period and 87.2% in the 2021 period. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, was 87.5% in the 2022 period and 87.1% in the 2021 period.

 

Our effective income tax rate decreased to 24.6% in the 2022 period from 25.4% in the 2021 period, primarily due to decreases in per diem and other non-deductible expenses.

 

As a result of the factors described above, net income improved 20.6% to $25.6 million, or $0.32 per diluted share, in the 2022 period from $21.3 million, or $0.26 per diluted share, in the 2021 period.

 

18

 

 

Comparison of Nine Months Ended September 30, 2022 to Nine Months Ended September 30, 2021

 

The following table sets forth for the periods indicated our operating revenue, operating income and operating ratio by segment, along with the change for each component:

 

                   

Dollar

   

Percentage

 
                   

Change

   

Change

 
   

Nine Months

   

Nine Months

   

Nine Months

 
   

Ended

   

Ended

   

Ended

 
   

September 30,

   

September 30,

   

September 30,

 

(Dollars in thousands)

 

2022

   

2021

   

2022 vs. 2021

   

2022 vs. 2021

 

Operating revenue:

                               

Truckload revenue, net of fuel surcharge revenue

  $ 302,883     $ 254,441     $ 48,442       19.0

%

Truckload fuel surcharge revenue

    66,255       36,032       30,223       83.9  

Total Truckload revenue

    369,138       290,473       78,665       27.1  
                                 

Dedicated revenue, net of fuel surcharge revenue

    248,988       202,955       46,033       22.7  

Dedicated fuel surcharge revenue

    68,344       37,565       30,779       81.9  

Total Dedicated revenue

    317,332       240,520       76,812       31.9  
                                 

Intermodal revenue, net of fuel surcharge revenue

    77,589       64,193       13,396       20.9  

Intermodal fuel surcharge revenue

    22,923       10,150       12,773       125.8  

Total Intermodal revenue

    100,512       74,343       26,169       35.2  
                                 

Brokerage revenue

    154,312       101,432       52,880       52.1  
                                 

Total operating revenue

  $ 941,294     $ 706,768     $ 234,526       33.2

%

                                 

Operating income:

                               

Truckload

  $ 45,978     $ 36,282     $ 9,696       26.7

%

Dedicated

    37,689       28,074       9,615       34.2  

Intermodal

    9,911       6,151       3,760       61.1  

Brokerage

    16,983       10,505       6,478       61.7  

Total operating income

  $ 110,561     $ 81,012     $ 29,549       36.5

%

                                 

Operating ratio:

                               

Truckload

    87.5

%

    87.5

%

               

Dedicated

    88.1       88.3                  

Intermodal

    90.1       91.7                  

Brokerage

    89.0       89.6                  

Consolidated operating ratio

    88.3

%

    88.5

%

               
                                 

Operating ratio, net of fuel surcharges:

                               

Truckload

    84.8

%

    85.7

%

               

Dedicated

    84.9       86.2                  

Intermodal

    87.2       90.4                  

Brokerage

    89.0       89.6                  

Consolidated operating ratio, net of fuel surcharges

    85.9

%

    87.0

%

               

 

19

 

Our operating revenue increased $234.5 million, or 33.2%, to $941.3 million in the 2022 period from $706.8 million in the 2021 period. Our operating revenue, net of fuel surcharges, increased $160.8 million, or 25.8%, to $783.8 million in the 2022 period from $623.0 million in the 2021 period. This increase in the 2022 period was due to a $52.9 million increase in Brokerage revenue, a $48.4 million increase in Truckload revenue, net of fuel surcharges, a $46.0 million increase in Dedicated revenue, net of fuel surcharges, and a $13.4 million increase in Intermodal revenue, net of fuel surcharges. Fuel surcharge revenue increased by $73.8 million to $157.5 million in the 2022 period from $83.7 million in the 2021 period primarily due to higher fuel costs.

 

Truckload segment revenue increased $78.7 million, or 27.1%, to $369.1 million in the 2022 period from $290.5 million in the 2021 period. Truckload segment revenue, net of fuel surcharges, increased $48.4 million, or 19.0%, to $302.9 million in the 2022 period from $254.4 million in the 2021 period, primarily due to an increase in our average revenue per tractor. The operating ratio was 87.5% in each period.

 

Dedicated segment revenue increased $76.8 million, or 31.9%, to $317.3 million in the 2022 period from $240.5 million in the 2021 period. Dedicated segment revenue, net of fuel surcharges, increased 22.7%, primarily due to an increase in our average revenue per tractor. The operating ratio slightly improved in the 2022 period.

 

Intermodal segment revenue increased $26.2 million, or 35.2%, to $100.5 million in the 2022 period from $74.3 million in the 2021 period. Intermodal segment revenue, net of fuel surcharges, increased 20.9% from the 2021 period, primarily due to an increase in revenue per load. The improvement in the operating ratio in the 2022 period was primarily due to increased rates with our customers and a decrease in the amounts payable to railroads as a percentage of our revenue.

 

Brokerage segment revenue increased $52.9 million, or 52.1%, to $154.3 million in the 2022 period from $101.4 million in the 2021 period, primarily due to increases in both the number of loads and in revenue per load. The improvement in the operating ratio in the 2022 period was primarily due to increased rates with our customers.

 

20

 

The following table sets forth for the periods indicated the dollar and percentage increase or decrease of the items in our unaudited consolidated condensed statements of operations, and those items as a percentage of operating revenue:

 

   

Dollar

Change

   

Percentage

Change

   

Percentage of

Operating Revenue

 
   

Nine Months

Ended

September 30,

   

Nine Months

Ended

September 30,

   

Nine Months

Ended

September 30,

 

(Dollars in thousands)

 

2022 vs. 2021

   

2022 vs. 2021

   

2022

   

2021

 
                                 

Operating revenue

  $ 234,526       33.2

%

    100.0

%

    100.0

%

Operating expenses (income):

                               

Salaries, wages and benefits

    56,197       24.5       30.3       32.5  

Purchased transportation

    50,564       36.5       20.1       19.6  

Fuel and fuel taxes

    68,151       71.8       17.3       13.4  

Supplies and maintenance

    6,653       19.6       4.3       4.8  

Depreciation

    4,791       6.3       8.6       10.8  

Operating taxes and licenses

    15       0.2       0.9       1.1  

Insurance and claims

    6,758       21.6       4.0       4.4  

Communications and utilities

    319       5.0       0.7       0.9  

Gain on disposition of revenue equipment

    1,437       12.1       (1.1

)

    (1.7

)

Other

    10,092       54.3       3.0       2.6  

Total operating expenses

    204,977       32.8       88.3       88.5  

Operating income

    29,549       36.5       11.7       11.5  

Other

    (280

)

    (1,037.0

)

    -       -  

Income before income taxes

    29,829       36.8       11.8       11.5  

Income taxes expense

    5,687       28.0       2.8       2.9  

Net income

  $ 24,142       39.8

%

    9.0

%

    8.6

%

 

Salaries, wages and benefits expense increased $56.2 million, or 24.5%, in the 2022 period from the 2021 period. This increase resulted primarily from additional company driver compensation expense of $41.3 million, a $3.8 million increase in bonus compensation expense for our non-driver employees and a $1.7 million increase in employees’ health insurance expense as a result of higher self-insured medical claims.

 

Purchased transportation expense increased $50.6 million in total, or 36.5%, in the 2022 period from the 2021 period. Amounts payable to carriers for transportation services we arranged in our Brokerage segment increased $44.5 million to $128.7 million in the 2022 period from $84.2 million in the 2021 period, primarily due to an increase in the cost per load within the tight freight market and growth in load volume. Amounts payable to railroads and drayage carriers for transportation services within our Intermodal segment increased $8.5 million to $49.9 million in the 2022 period from $41.4 million in the 2021 period. The portion of purchased transportation expense related to independent contractors within our Truckload and Dedicated segments, including fuel surcharges, decreased $2.5 million in the 2022 period. We expect our purchased transportation expense to increase as we grow our Intermodal and Brokerage segments.

 

Fuel and fuel taxes increased by $68.2 million, or 71.8%, in the 2022 period from the 2021 period. Net fuel expense (fuel and fuel taxes net of fuel surcharge revenue and surcharges passed through to independent contractors, outside drayage carriers and railroads) increased $2.8 million, or 13.5%, to $23.5 million in the 2022 period from $20.7 million in the 2021 period. Fuel surcharges passed through to independent contractors, outside drayage carriers and railroads increased to $18.0 million from $9.6 million in the 2021 period. The DOE national average cost of fuel increased to $4.96 per gallon from $3.16 per gallon in the 2021 period. Despite this increase, our net fuel expense was 3.7% of Truckload, Dedicated and Intermodal segment revenue, net of fuel surcharges, down from 4.0% in the 2021 period.

 

Our supplies and maintenance expense increased $6.7 million, or 19.6%, from the 2021 period, primarily due to higher parts, outside repair and tire costs, along with increased loading/unloading costs.

 

21

 

Insurance and claims consist of the costs of insurance premiums and accruals we make for claims within our self-insured retention amounts, primarily for personal injury, property damage, physical damage to our equipment, cargo claims and workers’ compensation claims. These expenses will vary primarily based upon the frequency and severity of our accident experience, our self-insured retention levels and the market for insurance. The $6.8 million, or 21.6%, increase in insurance and claims in the 2022 period was primarily due to increases in our self-insured auto liability claim costs and in the cost of physical damage claims related to our revenue equipment. Our significant self-insured retention exposes us to the possibility of significant fluctuations in claims expense between periods which could materially impact our financial results depending on the frequency, severity and timing of claims.

 

The $10.1 million increase in other operating expenses in the 2022 period was primarily due to increases in costs associated with driver recruitment and retention, travel and meals, and chassis rental.

 

Our operating income improved 36.5% to $110.6 million in the 2022 period from $81.0 million in the 2021 period as a result of the foregoing factors. Our operating expenses as a percentage of operating revenue, or “operating ratio,” improved to 88.3% in the 2022 period from 88.5% in the 2021 period. The operating ratio for our Truckload segment was 87.5% in each of the 2022 and 2021 periods, for our Dedicated segment was 88.1% in the 2022 period and 88.3% in the 2021 period, for our Intermodal segment was 90.1% in the 2022 period and 91.7% in the 2021 period, and for our Brokerage segment was 89.0% in the 2022 period and 89.6% in the 2021 period. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 85.9% in the 2022 period from 87.0% in the 2021 period.

 

Our effective income tax rate decreased to 23.5% in the 2022 period from 25.1% in the 2021 period, primarily due to a change in unrecognized tax benefits for prior periods resulting from resolution of an IRS audit, along with decreases in per diem and other non-deductible expenses.

 

As a result of the factors described above, net income improved 39.8% to $84.8 million, or $1.03 per diluted share, in the 2022 period from $60.7 million, or $0.73 per diluted share, in the 2021 period.

 

22

 

Liquidity and Capital Resources 

 

Our business requires substantial, ongoing capital investments, particularly for new tractors and trailers. Our primary sources of liquidity are funds provided by operations and our revolving credit facility. A portion of our tractor fleet is provided by independent contractors who own and operate their own equipment. We have no capital expenditure requirements relating to those drivers who own their tractors or obtain financing through third parties.

 

The table below reflects our net cash flows provided by operating activities, net cash flows used for investing activities and net cash flows used for financing activities for the periods indicated.

 

   

Nine Months

Ended September 30,

 

(In thousands)

 

2022

   

2021

 

Net cash flows provided by operating activities

  $ 163,221     $ 127,909  

Net cash flows (used for) investing activities

    (92,416

)

    (102,142

)

Net cash flows (used for) financing activities

    (56,308

)

    (7,994

)

 

In August 2019, our Board of Directors approved and we announced an increase from current availability in our existing share repurchase program providing for the repurchase of up to $34.0 million, or approximately 1.8 million shares, of our common stock, which was increased by our Board of Directors to 2.7 million shares in August 2020 to reflect the three-for-two stock split effected in the form of a stock dividend on August 13, 2020. On May 3, 2022, our Board of Directors approved and we announced an additional increase from current availability in our existing share repurchase program providing for the repurchase of up to $50.0 million, or approximately 3.1 million shares of our common stock. The share repurchase program allows purchases on the open market or through private transactions in accordance with Rule 10b-18 of the Exchange Act. The timing and extent to which we repurchase shares depends on market conditions and other corporate considerations. The repurchase program does not have an expiration date.

 

We repurchased and retired 1.3 million shares of common stock for $25.0 million in the first quarter of 2022, and 963,000 shares of common stock for $16.8 million in the second quarter of 2022. We did not repurchase any shares in the third quarter of 2022 or in 2021. As of September 30, 2022, future repurchases of up to $33.2 million, or approximately 2.2 million shares, were available in the share repurchase program.

 

In the first nine months of 2022, net cash flows provided by operating activities of $163.2 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $82.0 million, to repurchase and retire 2.3 million shares of our common stock for $41.8 million, to pay cash dividends of $14.7 million, and to construct and upgrade regional operating facilities in the amount of $8.7 million, resulting in a $14.5 million increase in cash and cash equivalents. In the first nine months of 2021, net cash flows provided by operating activities of $127.9 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $98.8 million, to pay cash dividends of $6.6 million, and to construct and upgrade regional operating facilities in the amount of $2.4 million, resulting in a $17.8 million increase in cash and cash equivalents.

 

We estimate that capital expenditures, net of proceeds from dispositions, will be approximately $68 million for the remainder of 2022. This amount includes commitments to purchase $19.8 million of new revenue equipment and $6.0 million in building construction through the remainder of 2022. We also have commitments to purchase new revenue equipment of $47.3 million in 2023 and $13.0 million in 2024. Additionally, operating lease obligations total $459,000 through 2024. A quarterly cash dividend of $0.06 per share of common stock was paid in each of the first three quarters of 2022 which totaled $14.7 million. A quarterly cash dividend of $0.04 per share of common stock was paid in each of the first two quarters of 2021 which totaled $6.6 million. We declared cash dividends in August 2021 which were paid in October 2021 totaling $44.8 million which consisted of a special dividend of $0.50 per common share, along with a quarterly cash dividend of $0.04 per share of common stock. We currently expect to continue to pay quarterly cash dividends in the future. The payment of cash dividends in the future, and the amount of any such dividends, will depend upon our financial condition, results of operations, cash requirements, and certain corporate law requirements, as well as other factors deemed relevant by our Board of Directors. We believe our sources of liquidity are adequate to meet our current and anticipated needs for at least the next twelve months. Based upon anticipated cash flows, existing cash and cash equivalents balances, current borrowing availability and other sources of financing we expect to be available to us, we do not anticipate any significant liquidity constraints in the foreseeable future.

 

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In August 2022, we entered into a credit agreement that provides for an unsecured committed credit facility with an aggregate principal amount of $30.0 million which matures in August 2027. The credit agreement amends, restates and continues in its entirety our previous credit agreement, as amended. At September 30, 2022, there was no outstanding principal balance on the facility. As of that date, we had outstanding standby letters of credit to guarantee settlement of self-insurance claims of $16.1 million and remaining borrowing availability of $13.9 million. At December 31, 2021, there was also no outstanding principal balance on the facility. As of that date, we had outstanding standby letters of credit of $18.5 million on the facility. This facility bears interest at a variable rate based on the Term SOFR Rate plus applicable margins. The interest rate for the facility that would apply to outstanding principal balances was 6.25% at September 30, 2022.

 

Our credit agreement effective in August 2022 prohibits us from paying, in any fiscal year, stock redemptions and dividends in excess of $150 million. Our previous credit agreement prohibited us from making such payments in excess of 25% of our net income from the prior fiscal year. Waivers allowing stock redemptions and dividends in excess of the 25% limitation in total amounts of up to $80 million in each of 2022 and 2021 were obtained from the lender in March 2022 and August 2021, respectively. The current and previous credit agreements also contain restrictive covenants which, among other matters, require us to maintain compliance with cash flow leverage and fixed charge coverage ratios. We were in compliance with all covenants at September 30, 2022 and December 31, 2021.

 

Other than our obligations for revenue equipment and building construction purchases and operating lease expenditures, along with our outstanding standby letters of credit to guarantee settlement of self-insurance claims, which are each mentioned above, we did not have any material off-balance sheet arrangements at September 30, 2022.

 

Seasonality

 

Our tractor productivity generally decreases during the winter season because inclement weather impedes operations and some shippers reduce their shipments. At the same time, operating expenses generally increase, with harsh weather creating higher accident frequency, increased claims, lower fuel efficiency and more equipment repairs.

 

Critical Accounting Estimates

 

There have been no material changes in the critical accounting estimates disclosed by us under Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates contained in the Annual Report on Form 10-K for the year ended December 31, 2021.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk. 

 

We are exposed to a variety of market risks, most importantly the effects of the price and availability of diesel fuel. We require substantial amounts of diesel fuel to operate our tractors and power the temperature-control units on our trailers. The price and availability of diesel fuel can vary, and are subject to political, economic and market factors that are beyond our control. Significant increases in diesel fuel costs could materially and adversely affect our results of operations and financial condition. Based upon our fuel consumption in the first nine months of 2022, a 5% increase in the average cost of diesel fuel would have increased our fuel expense by $8.0 million.

 

We have historically been able to pass through a significant portion of long-term increases in diesel fuel prices and related taxes to customers in the form of fuel surcharges. Fuel surcharge programs are widely accepted among our customers, though they can vary somewhat from customer-to-customer. These fuel surcharges, which adjust weekly with the cost of fuel, enable us to recover a substantial portion of the higher cost of fuel as prices increase. These fuel surcharge provisions are not effective in mitigating the fuel price increases related to non-revenue miles or fuel used while the tractor is idling. In addition, we have worked diligently to control fuel usage and costs by improving our volume purchasing arrangements and optimizing our drivers’ fuel purchases with national fuel centers, focusing on shorter lengths of haul, installing and tightly managing the use of auxiliary power units in our tractors to minimize engine idling and improving fuel usage in our trailers’ refrigeration units.

 

While we do not currently have any outstanding hedging instruments to mitigate this market risk, we may enter into derivatives or other financial instruments to hedge a portion of our fuel costs in the future.

 

24

 

Item 4. Controls and Procedures.

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), we have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and our Executive Vice President and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2022. There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting. We intend to periodically evaluate our disclosure controls and procedures as required by the Exchange Act Rules.

 

 

PART II. OTHER INFORMATION

 

Item 1A. Risk Factors.

 

There have been no material changes in the risk factors disclosed by us under Part I, Item 1A. Risk Factors contained in the Annual Report on Form 10-K for the year ended December 31, 2021.

 

Item 6. Exhibits.

 

Item No.

Item

 

Method of Filing

10.31

Credit Agreement, dated as of August 16, 2022, by and among Marten Transport, Ltd., as borrower, the banks party thereto, and U.S. Bank National Association, as agent for the banks (included herewith)

 

Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed August 22, 2022.

       

31.1

Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Timothy M. Kohl, the Registrant’s Chief Executive Officer (Principal Executive Officer)

 

Filed with this Report.

       

31.2

Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by James J. Hinnendael, the Registrant’s Executive Vice President and Chief Financial Officer (Principal Financial Officer)

 

Filed with this Report.

       

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Filed with this Report.

   

 

 

101

The following financial information from Marten Transport, Ltd.’s Quarterly Report on Form 10-Q for the period ended September 30, 2022, filed with the SEC on November 8, 2022, formatted in iXBRL, or Inline eXtensible Business Reporting Language: (i) Consolidated Condensed Balance Sheets, (ii) Consolidated Condensed Statements of Operations, (iii) Consolidated Condensed Statements of Stockholders’ Equity, (iv)  Consolidated Condensed Statements of Cash Flows, and (v) Notes to Consolidated Condensed Financial Statements

 

Filed with this Report.

       

104

The cover page from Marten Transport, Ltd.’s Quarterly Report on Form 10-Q for the period ended September 30, 2022, formatted in iXBRL, included in Exhibit 101

 

Filed with this Report.

 

25

 

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: November 8, 2022

By:

/s/ Timothy M. Kohl

 

 

Timothy M. Kohl

 

 

Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

 

 

 

Dated: November 8, 2022

By:

/s/ James J. Hinnendael

 

 

James J. Hinnendael

 

 

Executive Vice President and Chief Financial Officer

 

 

(Principal Financial and Accounting Officer)

 

26