UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

For the Quarter ended March 31,June 30, 2005

 

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

(Address of principal executive offices)

 

715-926-4216

(Registrant’s telephone number)

 

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 ý    No o

 

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

Yes ý    No o

 

The number of shares outstanding of the Registrant’s Common Stock, par value $.01 per share, was 14,312,87714,359,518 as of April 27,August 3, 2005.

 

 



 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

 

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

 

 

June 30,

 

December 31,

 

(In thousands, except share information)

 

March 31,
2005

 

December 31,
2004

 

 

2005

 

2004

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

Cash

 

$

160

 

$

 

 

$

1,752

 

$

 

Marketable securities

 

166

 

62

 

 

501

 

62

 

Receivables:

 

 

 

 

 

 

 

 

 

 

Trade, net

 

43,741

 

39,090

 

 

44,785

 

39,090

 

Other

 

9,249

 

8,372

 

 

11,094

 

8,372

 

Prepaid expenses and other

 

10,505

 

11,869

 

 

10,837

 

11,869

 

Deferred income taxes

 

3,737

 

5,856

 

 

4,181

 

5,856

 

 

 

 

 

 

 

 

 

 

 

Total current assets

 

67,558

 

65,249

 

 

73,150

 

65,249

 

 

 

 

 

 

 

 

 

 

 

Property and equipment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue equipment, buildings and land, office equipment and other

 

312,830

 

302,765

 

 

317,881

 

302,765

 

Accumulated depreciation

 

(89,701

)

(87,067

)

 

(91,190

)

(87,067

)

 

 

 

 

 

 

 

 

 

 

Net property and equipment

 

223,129

 

215,698

 

 

226,691

 

215,698

 

 

 

 

 

 

 

 

 

 

 

Other assets

 

7,546

 

7,127

 

 

7,581

 

7,127

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

298,233

 

$

288,074

 

 

$

307,422

 

$

288,074

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

Checks issued in excess of cash balances

 

$

 

$

2,849

 

 

$

 

$

2,849

 

Accounts payable and accrued liabilities

 

20,068

 

16,871

 

 

20,288

 

16,871

 

Insurance and claims accruals

 

11,511

 

13,654

 

 

11,798

 

13,654

 

Current maturities of long-term debt

 

5,117

 

5,000

 

 

5,095

 

5,000

 

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

36,696

 

38,374

 

 

37,181

 

38,374

 

 

 

 

 

 

 

 

 

 

 

Long-term debt, less current maturities

 

31,464

 

25,257

 

 

29,629

 

25,257

 

Deferred income taxes

 

57,261

 

56,522

 

 

60,589

 

56,522

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

125,421

 

120,153

 

 

127,399

 

120,153

 

 

 

 

 

 

 

 

 

 

 

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;
23,000,000 shares authorized; 14,312,877 shares,
at March 31, 2005, and 14,307,027 shares, at
December 31, 2004, issued and outstanding

 

143

 

143

 

Common stock, $.01 par value per share; 48,000,000 shares authorized; 14,352,252 shares, at June 30, 2005, and 14,307,027 shares, at December 31, 2004, issued and outstanding

 

144

 

143

 

Additional paid-in capital

 

70,187

 

70,111

 

 

70,634

 

70,111

 

Retained earnings

 

102,482

 

97,667

 

 

109,245

 

97,667

 

 

 

 

 

 

Total stockholders’ equity

 

172,812

 

167,921

 

 

180,023

 

167,921

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

298,233

 

$

288,074

 

 

$

307,422

 

$

288,074

 

 

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
Ended March 31,

 

 

Three Months
Ended June 30,

 

Six Months
Ended June 30,

 

(In thousands, except per share information)

 

2005

 

2004

 

 

2005

 

2004

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING REVENUE

 

$

102,906

 

$

84,530

 

 

$

112,800

 

$

91,907

 

$

215,706

 

$

176,437

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES (INCOME):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries, wages and benefits

 

29,150

 

25,327

 

 

31,462

 

25,370

 

60,612

 

50,697

 

Purchased transportation

 

19,903

 

17,683

 

 

20,738

 

19,966

 

40,641

 

37,649

 

Fuel and fuel taxes

 

21,682

 

14,869

 

 

24,938

 

16,603

 

46,620

 

31,472

 

Supplies and maintenance

 

6,559

 

6,078

 

 

6,901

 

6,024

 

13,460

 

12,102

 

Depreciation

 

9,068

 

7,863

 

 

9,267

 

8,061

 

18,335

 

15,924

 

Operating taxes and licenses

 

1,646

 

1,571

 

 

1,671

 

1,613

 

3,317

 

3,184

 

Insurance and claims

 

4,412

 

4,405

 

 

4,466

 

4,056

 

8,878

 

8,461

 

Communications and utilities

 

826

 

801

 

 

826

 

746

 

1,652

 

1,547

 

Gain on disposition of revenue equipment

 

(879

)

(528

)

 

(1,231

)

(650

)

(2,110

)

(1,178

)

Other

 

2,271

 

1,872

 

 

2,515

 

2,236

 

4,786

 

4,108

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

94,638

 

79,941

 

 

101,553

 

84,025

 

196,191

 

163,966

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME

 

8,268

 

4,589

 

 

11,247

 

7,882

 

19,515

 

12,471

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSES (INCOME):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

598

 

523

 

 

543

 

504

 

1,141

 

1,027

 

Interest income

 

(367

)

(341

)

 

(419

)

(386

)

(786

)

(727

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAXES

 

8,037

 

4,407

 

 

11,123

 

7,764

 

19,160

 

12,171

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

3,222

 

1,675

 

 

4,360

 

2,950

 

7,582

 

4,625

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

4,815

 

$

2,732

 

 

$

6,763

 

$

4,814

 

$

11,578

 

$

7,546

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC EARNINGS PER COMMON SHARE

 

$

0.34

 

$

0.20

 

 

$

0.47

 

$

0.34

 

$

0.81

 

$

0.54

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DILUTED EARNINGS PER COMMON SHARE

 

$

0.33

 

$

0.19

 

 

$

0.46

 

$

0.33

 

$

0.79

 

$

0.52

 

 

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

 

2



 

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS EQUITY

(Unaudited)

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

Additional

 

 

 

Stock-

 

 

 

 

 

 

Additional

 

 

 

Total

 

 

Common Stock

 

Paid-In

 

Retained

 

holders’

 

 

Common Stock

 

Paid-In

 

Retained

 

Stockholders’

 

(In thousands)

 

Shares

 

Amount

 

Capital

 

Earnings

 

Equity

 

 

Shares

 

Amount

 

Capital

 

Earnings

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2003

 

13,760

 

$

138

 

$

64,265

 

$

80,131

 

$

144,534

 

 

13,760

 

$

138

 

$

64,265

 

$

80,131

 

$

144,534

 

Net income

 

 

 

 

2,732

 

2,732

 

 

 

 

 

7,546

 

7,546

 

Issuance of common stock from stock option exercises

 

240

 

2

 

1,355

 

 

1,357

 

 

304

 

3

 

1,751

 

 

1,754

 

Tax benefit of stock option exercises

 

 

 

1,118

 

 

1,118

 

 

 

 

1,417

 

 

1,417

 

Balance at March 31, 2004

 

14,000

 

140

 

66,738

 

82,863

 

149,741

 

Balance at June 30, 2004

 

14,064

 

141

 

67,433

 

87,677

 

155,251

 

Net income

 

 

 

 

14,804

 

14,804

 

 

 

 

 

9,990

 

9,990

 

Issuance of common stock from stock option exercises

 

307

 

3

 

1,879

 

 

1,882

 

 

243

 

2

 

1,483

 

 

1,485

 

Tax benefit of stock option exercises

 

 

 

1,494

 

 

1,494

 

 

 

 

1,195

 

 

1,195

 

Balance at December 31, 2004

 

14,307

 

143

 

70,111

 

97,667

 

167,921

 

 

14,307

 

143

 

70,111

 

97,667

 

167,921

 

Net income

 

 

 

 

4,815

 

4,815

 

 

 

 

 

11,578

 

11,578

 

Issuance of common stock from stock option exercises

 

6

 

 

38

 

 

38

 

 

45

 

1

 

332

 

 

333

 

Tax benefit of stock option exercises

 

 

 

38

 

 

38

 

 

 

 

191

 

 

191

 

Balance at March 31, 2005

 

14,313

 

$

143

 

$

70,187

 

$

102,482

 

$

172,812

 

Balance at June 30, 2005

 

14,352

 

$

144

 

$

70,634

 

$

109,245

 

$

180,023

 

 

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

 

3



 

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

Three Months

 

 

Ended March 31,

 

 

Six Months
Ended June 30,

 

(In thousands)

 

2005

 

2004

 

 

2005

 

2004

 

CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

 

 

Net income

 

$

4,815

 

$

2,732

 

 

$

11,578

 

$

7,546

 

Adjustments to reconcile net income to net cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

Depreciation

 

9,068

 

7,863

 

 

18,335

 

15,924

 

Gain on disposition of revenue equipment

 

(879

)

(528

)

 

(2,110

)

(1,178

)

Deferred tax provision

 

2,858

 

175

 

 

5,742

 

(418

)

Tax benefit of stock option exercises

 

38

 

1,118

 

 

191

 

1,417

 

Changes in other current operating items

 

(3,110

)

(2,598

)

 

(5,824

)

3,488

 

Net cash provided by operating activities

 

12,790

 

8,762

 

 

27,912

 

26,779

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS USED FOR INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Property additions:

 

 

 

 

 

 

 

 

 

 

Revenue equipment, net

 

(12,757

)

(19,732

)

 

(24,128

)

(40,483

)

Buildings and land, office equipment and other additions, net

 

(2,863

)

(101

)

 

(3,090

)

(226

)

Net change in other assets

 

(419

)

(361

)

 

(454

)

(527

)

Net cash used for investing activities

 

(16,039

)

(20,194

)

 

(27,672

)

(41,236

)

 

 

 

 

 

 

 

 

 

 

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Purchases of marketable securities

 

(4,796

)

(23,746

)

 

(18,357

)

(48,410

)

Sales of marketable securities

 

4,692

 

31,101

 

 

17,918

 

61,855

 

Borrowings under credit facility and long-term debt

 

33,152

 

 

 

55,152

 

 

Repayment of borrowings under credit facility and long-term debt

 

(26,828

)

 

 

(50,685

)

(1,428

)

Issuance of common stock from stock option exercises

 

38

 

1,357

 

 

333

 

1,754

 

Change in net checks issued in excess of cash balances

 

(2,849

)

2,720

 

 

(2,849

)

686

 

Net cash provided by financing activities

 

3,409

 

11,432

 

 

1,512

 

14,457

 

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH

 

160

 

 

 

1,752

 

 

 

 

 

 

 

 

 

 

 

 

CASH:

 

 

 

 

 

 

 

 

 

 

Beginning of period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

End of period

 

$

160

 

$

 

 

$

1,752

 

$

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

 

 

Cash paid (received) for:

 

 

 

 

 

Cash paid for:

 

 

 

 

 

Interest

 

$

566

 

$

523

 

 

$

1,172

 

$

1,043

 

Income taxes

 

$

(74

)

$

474

 

 

$

266

 

$

717

 

 

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

 

4



 

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


THREESIX MONTHS ENDED MARCH 31,JUNE 30, 2005
(Unaudited)

(Unaudited)

 

(1) Basis of Presentation

 

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements, and therefore do not include all information and disclosures required by accounting principles generally accepted in the United States of America 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 financial statements should be read with reference to the financial statements and notes to financial statements in our 2004 Annual Report on Form 10-K.

 

The accompanying unaudited consolidated condensed balance sheet as of March 31,June 30, 2005 and consolidated condensed statementstatements of operations for the three and six months ended March 31,June 30, 2005 include the accounts of Marten Transport, Ltd. and its 45% owned affiliate, MW Logistics, LLC (“MWL”). MWL is a third-party provider of logistics services to the transportation industry. We have applied the provisions of FASB Interpretation No. 46, “Consolidation of Variable Interest Entities,” as revised, to our investment in MWL effective March 31, 2004. As a result, the accounts of MWL are included in our unaudited consolidated condensed balance sheet as of March 31,June 30, 2005, and in our consolidated condensed statement of operations beginning April 1, 2004. All material intercompany accounts and transactions have been eliminated in consolidation. Prior to April 1, 2004, we accounted for our investment in MWL using the equity method of accounting. We recorded our share of the equity loss of MWL in the amount of $6,000 for the three months ended March 31, 2004.

 

(2) Accounting for Stock-Based Compensation

 

We have adopted the disclosure provisions of Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure.”  Statement No. 148 amends the disclosure requirements of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation.”  As of March 31June 30, 2005, we have onetwo stock-based employee compensation plan.plans. We account for this planthese plans under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under this planthese plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if we had applied the fair value recognition provisions of Statement No. 123:

 

 

Three Months

 

 

Ended March 31,

 

 

Three Months
Ended June 30,

 

Six Months
Ended June 30,

 

(In thousands, except per share amounts)

 

2005

 

2004

 

 

2005

 

2004

 

2005

 

2004

 

Net income, as reported

 

$

4,815

 

$

2,732

 

 

$

6,763

 

$

4,814

 

$

11,578

 

$

7,546

 

Deduct: total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects

 

(34

)

(40

)

 

(5

)

(39

)

(39

)

(79

)

Pro forma net income

 

$

4,781

 

$

2,692

 

 

$

6,758

 

$

4,775

 

$

11,539

 

$

7,467

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic-as reported

 

$

0.34

 

$

0.20

 

 

$

0.47

 

$

0.34

 

$

0.81

 

$

0.54

 

Basic-pro forma

 

$

0.33

 

$

0.19

 

 

$

0.47

 

$

0.34

 

$

0.81

 

$

0.54

 

Diluted-as reported

 

$

0.33

 

$

0.19

 

 

$

0.46

 

$

0.33

 

$

0.79

 

$

0.52

 

Diluted-pro forma

 

$

0.33

 

$

0.19

 

 

$

0.46

 

$

0.33

 

$

0.79

 

$

0.52

 

 

5



 

(3) Earnings Per Common Share

 

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

 

 

Three Months

 

 

Ended March 31,

 

 

Three Months
Ended June 30,

 

Six Months
Ended June 30,

 

(In thousands, except per share amounts)

 

2005

 

2004

 

 

2005

 

2004

 

2005

 

2004

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

4,815

 

$

2,732

 

 

$

6,763

 

$

4,814

 

$

11,578

 

$

7,546

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share - weighted-average shares

 

14,309

 

13,840

 

 

14,332

 

14,016

 

14,321

 

13,928

 

Effect of dilutive stock options

 

325

 

581

 

 

283

 

474

 

304

 

525

 

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

 

14,634

 

14,421

 

 

14,615

 

14,490

 

14,625

 

14,453

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share

 

$

0.34

 

$

0.20

 

 

$

0.47

 

$

0.34

 

$

0.81

 

$

0.54

 

Diluted earnings per common share

 

$

0.33

 

$

0.19

 

 

$

0.46

 

$

0.33

 

$

0.79

 

$

0.52

 

 

All outstanding options were included in the calculation of diluted earnings per share for bothall periods presented.

 

(4) Long-Term Debt

In June 2005, we entered into an amendment to our unsecured committed credit facility. This amendment reduced the number of banks subject to the agreement to one, adjusted our financial covenants and extended the maturity of the facility from April 2006 to April 2008.

(5) Amendment to Amended and Restated Certificate of Incorporation

In May 2005, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation increasing the authorized number of shares of common stock from 23,000,000 shares to 48,000,000 shares.

(6) 2005 Stock Incentive Plan

 

At our annual meeting to be heldIn May 3, 2005, our stockholders will be asked to approveapproved our 2005 Stock Incentive Plan (the “2005 Plan”). Our Board of Directors adopted the 2005 Plan in March 2005 and approved amendments to the 2005 Plan in April 2005. Under the 2005 Plan, all of our employees and any subsidiary employees, as well as all of our non-employee directors, consultants, advisors and independent contractors, may be granted stock-based awards, including incentive and non-statutory stock options and restricted stock awards.  If approved by our stockholders, theawards, none of which have been awarded as of June 30, 2005. The maximum number of shares of common stock that will be available for issuance under the 2005 Plan is approximately 1.9 million shares. The 2005 Plan is intended to replacereplaces our 1995 Stock Incentive Plan (the “1995 Plan”), which terminated by its terms in March 2005. Any awards issued under the 1995 Plan that remain outstanding will continue according to their terms.

 

(5)(7) Recent Accounting Pronouncements

 

In December 2004, the Financial Accounting Standards Board, or FASB, issued Statement of Financial Accounting Standards, or SFAS, No. 123 (revised 2004), “Share-Based Payment.”  SFAS No. 123, as revised, requires entities to recognize the grant-date fair value of stock options and other equity-based compensation issued to employees in the income statement. The statement eliminates entities’ ability to account for share-based compensation transactions using the intrinsic value method of accounting in Accounting Principles Board, or APB, Opinion No. 25, “Accounting for Stock Issued to Employees,” which was permitted under SFAS No. 123, as originally issued. In April 2005, the Securities and Exchange Commission deferred the

6



effective date of SFAS No. 123, as revised, to the beginning of the first annual reporting period beginning after June 15, 2005. Accordingly, we will recognize the grant-date fair value of stock options in our consolidated statements of operations beginning in our first quarter of 2006. The average annual stock-based employee compensation expense, net of related tax effects, for 2002 through 2004 was $185,000. Therefore, the adoption of this pronouncement is not expected to have a significant impact on our results of operations or financial position. However, the ultimate amount of increased compensation expense will be dependent upon whether we adopt SFAS No. 123, as revised, using the modified prospective or retrospective method, the number of option shares granted during the year, their timing and vesting period, and the method used to calculate the fair value of the awards, among other factors.

6



 

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets: an Amendment of APB Opinion No. 29.”  The amendments made by SFAS No. 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The amendments also eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS No. 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of this pronouncement is not expected to have a significant impact on our results of operations or financial position.

 

In March 2005, the FASB issued Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations.”  The Interpretation clarifies that the term “conditional asset retirement obligations” as used in SFAS No. 143, “Accounting for Asset Retirement Obligations,” refers to a legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. The Interpretation states that conditional obligations meet the definition of an asset retirement obligation in SFAS No. 143 and therefore should be recognized if their fair value can be reasonably estimated. Interpretation No. 47 is effective no later than the end of fiscal years ending after December 15, 2005. The adoption of Interpretation No. 47 is not expected to have a significant impact on our results of operations or financial position.

 

7



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Overview

 

We generate substantially allThe primary source of our operating revenue is freight revenue, which we generate by transporting freight for our customers. Generally, we are paid by the mile for our services. We also derive freight revenue from fuel surcharges, loading and unloading activities, equipment detention and other accessorial services. Our operating revenue also includes revenue from fuel surcharges and non-freight revenue services, primarily brokerage revenue. The main factors that affect our freight revenue are the revenuerate per mile we receive from our customers, the percentage of miles for which we are compensated, and the number of miles we generate with our equipment. These factors relate, among other things, to the United States economy, inventory levels, the level of truck capacity in the temperature-sensitive market, and specific customer demand. We monitor our revenue production primarily through revenue per tractor per week. We also analyze our ratesrate per total and loaded miles,mile, non-revenue miles percentage, and the miles per tractor we generate.generate, our accessorial revenue and our other sources of operating revenue.

 

In discussing our results of operations, we have included in certain instances a discussion of freight revenue, beforewhich excludes fuel surcharge and MWL revenue, or “freightnon-freight revenue. We do this because we believe that eliminating these sources of revenue provides a more consistent basis for comparing our results of operations from period to period.

 

Our operating results for the first quartersix months of 2005 reflect improved average freight revenue per total mile compared with the first quartersix months of 2004. The improvement in asset productivity helped us overcome the continuing challenges of a tight driver market and high fuel prices. In the first quartersix months of 2005, we increased our operating revenue 21.7%22.3% and our freight revenue 12.2%13.1% compared with the first quartersix months of 2004. We were able to increase our freight revenue by increasing our freight rates, the size of our fleet, our detention charges and our business with existing and new customers. We increased our average operating revenue per tractor per week 11.1%12.4% in the first quartersix months of 2005. Our average freight revenue per tractor per week increased 2.5%4.1%, due to a 7.4%7.7% improvement in average freight revenue per total mile, partially offset by a 4.6%3.4% decrease in average miles per tractor. Our weighted average number of tractors increased 9.6%8.7% in the first quartersix months of 2005 over the first quartersix months of 2004.

 

Our profitability on the expense side is impacted by 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 total 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 financing of long-term assets, such as revenue equipment and operating terminals. 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 fluctuated dramatically and quickly at various times during 2004 and the first quartersix months of 2005. We manage our exposure to changes in fuel prices primarily through fuel surcharge programs with our customers, as well as volume fuel purchasing arrangements with national fuel centers and bulk purchases of fuel at our terminals. The transportation industry is currently experiencing substantial difficulty in attracting and retaining qualified drivers. Effective January 1, 2005, we increased the amount paid to company drivers by 1 cent per mile and increased the incentives paid to independent contractors. We also instituted a second pay increase of 2 cents per mile for company drivers effective April 1, 2005. We continue to offer driver compensation that we believe ranks near the top of the industry. Like other companies in our industry, our insurance costs have increased dramatically over the last few years. In order to control increases in insurance premiums, we maintain ahave increased our self-insured retention limitlevels periodically during the last several years. We are responsible for the first $1.0 million on each auto liability claim and beginning June 1, 2005, we also are responsible for up to $1.0 million in the aggregate for all auto liability claims ofbetween $1.0 million per incident and $2.0 million. We are also responsible for the first $750,000 on each workers’ compensation claims of $750,000 per incident.claim.

8



 

Additionally, we operate in a highly competitive and regulated industry that is currently responding to significant regulatory changes regarding drivers’ hours-of-service. The United States Department of Transportation, or DOT, adopted revised hours-of-service regulations effective in January 2004. In response, we negotiated delay time charges with the majority of our customers. In July 2004, the United States Court of

8



Appeals for the District of Columbia vacated the new hours-of-service regulations in their entirety and remanded the matter to the Federal Motor Carriers Safety Administration, or FMCSA, for reconsideration. In October 2004, the Surface Transportation Extension Act of 2004 (Part V) extended the current hours-of-service regulations until the earlier of the FMCSA developing a revised set of regulations or September 30, 2005. The regulations did not have a significant impact on our operations or financial results for 2004 or the first quartersix months of 2005.

 

By increasing our revenue and controlling our expenses, we improved our operating ratio (operating expenses as a percentage of operating revenue) to 92.0%91.0% in the first quartersix months of 2005 from 94.6%92.9% in the first quartersix months of 2004. We increased our earnings per diluted share to $0.33$0.79 in the first quartersix months of 2005 from $0.19$0.52 in the first quartersix months of 2004.

 

Our business requires substantial, ongoing capital investments, particularly for new tractors and trailers. At March 31,June 30, 2005, we had approximately $36.6$34.7 million of long-term debt, including current maturities, and $172.8$180.0 million in stockholders’ equity. In the first quartersix months of 2005, we spent approximately $12.8$24.1 million, net of trade-ins, to purchase 172302 tractors and 247436 trailers. We also recognized a gain of $879,000$2.1 million on the disposition of used equipment in the first quartersix months of 2005. We estimate that capital expenditures, net of trade-ins, will be approximately $75$57 million for the remainder of 2005, primarily for new revenue equipment.  This represents an increase of $38 million compared with our previous estimate. Based on our current operating performance, the market for used trucks, our liquidity and our expectations concerning tractors manufactured in 2007, we have decided to accelerate our tractor fleet replacement during 2005 and 2006 to allow flexibility with purchasing tractors in 2007 when the next round of diesel emissions reduction directives of the Environmental Protection Agency, or EPA, go into effect. We expect to fund these capital expenditures with cash flows from operations and borrowings under our $45 million revolving credit facility.

 

9



 

Results of Operations

 

Comparison of Three Months Ended March 31,June 30, 2005 to Three Months Ended March 31,June 30, 2004

The following table sets forth for the periods indicated the components of our operating revenue and the dollar and percentage change for each component:

 

 

 

 

 

 

Dollar

 

Percentage

 

 

 

 

 

 

 

Change

 

Change

 

 

 

Three Months
Ended June 30,

 

Three Months
Ended June 30,

 

Three Months
Ended June 30,

 

(Dollars in thousands)

 

2005

 

2004

 

2005 vs. 2004

 

2005 vs. 2004

 

 

 

 

 

 

 

 

 

 

 

Freight revenue

 

$

95,986

 

$

84,198

 

$

11,788

 

14.0

%

Fuel surcharge revenue

 

12,710

 

5,622

 

7,088

 

126.1

 

Non-freight revenue

 

4,104

 

2,087

 

2,017

 

96.6

 

Operating revenue

 

$

112,800

 

$

91,907

 

$

20,893

 

22.7

%

 

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

 

Three Months

 

Three Months

 

 

Ended

 

Ended

 

Ended

 

 

Dollar
Change

 

Percentage
Change

 

Percentage of
Operating Revenue

 

 

March 31,

 

March 31,

 

March 31,

 

 

Three Months
Ended June 30,

 

Three Months
Ended June 30,

 

Three Months
Ended June 30,

 

(Dollars in thousands)

 

2005 vs. 2004

 

2005 vs. 2004

 

2005

 

2004

 

 

2005 vs. 2004

 

2005 vs. 2004

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

Operating revenue

 

$

18,376

 

21.7

%

100.0

%

100.0

%

 

$

20,893

 

22.7

%

100.0

%

100.0

%

Operating expenses (income):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries, wages and benefits

 

3,823

 

15.1

 

28.3

 

30.0

 

 

6,092

 

24.0

 

27.9

 

27.6

 

Purchased transportation

 

2,220

 

12.6

 

19.3

 

20.9

 

 

772

 

3.9

 

18.4

 

21.7

 

Fuel and fuel taxes

 

6,813

 

45.8

 

21.1

 

17.6

 

 

8,335

 

50.2

 

22.1

 

18.1

 

Supplies and maintenance

 

481

 

7.9

 

6.4

 

7.2

 

 

877

 

14.6

 

6.1

 

6.6

 

Depreciation

 

1,205

 

15.3

 

8.8

 

9.3

 

 

1,206

 

15.0

 

8.2

 

8.8

 

Operating taxes and licenses

 

75

 

4.8

 

1.6

 

1.9

 

 

58

 

3.6

 

1.5

 

1.8

 

Insurance and claims

 

7

 

0.2

 

4.3

 

5.2

 

 

410

 

10.1

 

4.0

 

4.4

 

Communications and utilities

 

25

 

3.1

 

0.8

 

0.9

 

 

80

 

10.7

 

0.7

 

0.8

 

Gain on disposition of revenue equipment

 

(351

)

(66.5

)

(0.9

)

(0.6

)

 

(581

)

(89.4

)

(1.1

)

(0.7

)

Other

 

399

 

21.3

 

2.2

 

2.2

 

 

279

 

12.5

 

2.2

 

2.4

 

Total operating expenses

 

14,697

 

18.4

 

92.0

 

94.6

 

 

17,528

 

20.9

 

90.0

 

91.4

 

Operating income

 

3,679

 

80.2

 

8.0

 

5.4

 

 

3,365

 

42.7

 

10.0

 

8.6

 

Other expenses (income):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

75

 

14.3

 

0.6

 

0.6

 

 

39

 

7.7

 

0.5

 

0.5

 

Interest income

 

(26

)

(7.6

)

(0.4

)

(0.4

)

 

(33

)

(8.5

)

(0.4

)

(0.4

)

Income before income taxes

 

3,630

 

82.4

 

7.8

 

5.2

 

 

3,359

 

43.3

 

9.9

 

8.4

 

Provision for income taxes

 

1,547

 

92.4

 

3.1

 

2.0

 

 

1,410

 

47.8

 

3.9

 

3.2

 

Net income

 

$

2,083

 

76.2

%

4.7

%

3.2

%

 

$

1,949

 

40.5

%

6.0

%

5.2

%

 

Our operating revenue increased $18.4$20.9 million, or 21.7%22.7%, to $102.9$112.8 million in the 2005 period from $84.5$91.9 million in the 2004 period. Freight revenue (operating revenue less fuel surcharge and MWL revenue) increased $9.9$11.8 million, or 12.2%14.0%, to $90.4$96.0 million in the 2005 period from $80.5$84.2 million in the 2004 period.  Freight revenue excludes $9.7 million of fuel surcharge revenue in the 2005 period and $4.0 million in the 2004 period, along with $2.9 million of MWL revenue in the 2005 period.  There was no MWL revenue recorded in the 2004 period. We were able to increase our freight revenue by increasing our freight rates, the size of our fleet, our detention charges and our business with existing and new customers. Our fuel surcharge revenue increased $7.1 million, or 126.1%, to $12.7 million in the 2005 period from $5.6 million in the 2004 period primarily due to higher average fuel prices in the 2005 period more fully discussed below under “fuel and fuel taxes.”  The increase in non-freight revenue in the 2005 period resulted from

10



increased logistics services provided by MWL, as well as the formation by the Company of a logistics division in March 2005. Our average operating revenue per tractor per week increased 11.1%13.8% in the 2005 period from the 2004 period. Our average freight revenue per tractor per week increased 2.5%5.7% in the 2005 period from the 2004 period, due to a 7.4%8.0% increase in average freight revenue per total mile partially offset by a 4.6%2.1% decrease in average miles per tractor. Our weighted average number of tractors increased 9.6%7.9% in the 2005 period from the 2004 period.

 

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 ratio of company drivers to independent contractors, our efficiency, our experience with employees’ health insurance claims, changes in health care premiums, and other factors. The increase in salaries, wages and benefits resulted primarily from an increase in the size of our company-owned fleet and a 1 cent per mile increaseincreases in the amount paid to company drivers of 1 cent per mile effective January 1, 2005.  We instituted a second pay increase of2005 and 2 cents per mile for company drivers effective April 1, 2005. Additionally, our employees’ health insurance expense increased $806,000 in the 2005 period due to less favorable claims experience which we expect to increaseincreased our salaries, wages and benefits in future periods.estimated costs of our self-insured medical claims from the 2004 period.

10



 

Purchased transportation consists of payments to independent contractor providers of revenue equipment and to carriers for transportation services arranged by MWL.the Company. This category will vary depending upon the ratio of company drivers versus independent contractors, the amount of fuel surcharges passed through to independent contractors and the amount paid to carriers by MWL.the Company. Payments to carriers for transportation services arranged by MWLthe Company were $1.8$2.8 million in the 2005 period.  No payments to carriers by MWL were recordedperiod and $1.3 million in the 2004 period. The amount of fuel surcharges passed through to independent contractors increased $1.2$1.3 million in the 2005 period. Purchased transportation expense, excluding fuel surcharges passed through to independent contractors and MWL carrier payments by the Company, decreased $850,000,$2.0 million, or 5.1%11.8%, in the 2005 period from the 2004 period. This decrease was primarily due to a decrease in the number of independent contractor-owned tractors in our fleet, partially offset by a 1 cent per mile increase in the amount paid to independent contractors effective April 1, 2004 and an increase in incentives paid to independent contractors effective January 1, 2005.

 

Fuel and fuel taxes, which we refer to as fuel expense, net of fuel surcharge revenue of $9.7$12.7 million in the 2005 period and $4.0$5.6 million in the 2004 period, increased $1.2 million, or 10.8%11.4%, to $12.0$12.2 million in the 2005 period from $10.9$11.0 million in the 2004 period. Our fuel prices, which remain high based on historical standards, significantly increased to an average of $1.95$2.15 per gallon in the 2005 period from an average of $1.49$1.64 per gallon in the 2004 period. The elevated level of fuel prices is expected to continue for the remainder of 2005. We have fuel surcharge provisions in substantially all of our transportation contracts and attempt to recover these increased expenses through fuel surcharges and higher rates. We expect our fuel costs to increase in the future because we believe that government mandated emissions standards, which became effective October 1, 2002, have resulted in less fuel-efficient engines, and that more restrictive emissions standards that take effect in 2007 will result in further declines in engine efficiency.

 

Depreciation relates to owned tractors, trailers, communications units, and terminal facilities. Gains or losses on dispositions of revenue equipment are set forth in a separate line item, rather than included in this category. The increase in depreciation was due to an increase in revenue equipment and the relative percentage of company-owned tractors to independent contractor-owned tractors in the 2005 period. We expect our annual cost of tractor and trailer ownership will increase in future periods as a result of our accelerated tractor fleet replacement and higher prices of new equipment, which would result in greater depreciation over the useful life.

 

Insurance and claims consist of the costs of insurance premiums and the 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 costsincrease in insurance and claims in the 2005 period was comprised of oura $311,000 increase in the cost of self-insured accident claims and a $99,000 increase in insurance premiums were consistentpremiums. We are responsible for the first $1.0 million on each auto liability claim and beginning June 1, 2005, we also are responsible for up to $1.0 million in the 2005 period from the 2004 period.  We have maintained the self-insured retention limitaggregate for ourall auto liability claims atbetween $1.0 million per incident and $2.0 million. We are also

11



responsible for ourthe first $750,000 on each workers’ compensation claims at $750,000 per incident in the 2005 period.claim. Our significant self-insured retention exposesand our risk on the first $1.0 million of auto liability claims in the $1.0 million to $2.0 million corridor expose us to the possibility of significant fluctuations in claims expense between periods depending on the frequency, severity, and timing of claims and to adverse financial results if we incur large or numerous losses. In the event of an uninsured claim above our insurance coverage, or an increase in the frequency or severity of claims within our self-insured retention, our financial condition and results of operations could be materially and adversely affected.

 

In the 2005 period, increases in the market value for used revenue equipment caused our gain on disposition of revenue equipment to increase to $879,000$1.2 million from $528,000$650,000 in the 2004 period. Future gains or losses on disposition of revenue equipment are impacted by the market for used revenue equipment, which is beyond our control.

 

As a result of the foregoing factors, we improved our operating expenses as a percentage of operating revenue, or “operating ratio,” to 92.0%90.0% in the 2005 period from 94.6%91.4% in the 2004 period. Our operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharge revenue, improved to 88.8% in the 2005 period from 90.9% in the 2004 period.

 

Interest expense primarily consists of interest on our revolvingunsecured committed credit facility and senior unsecured notes. These expenses are partially offset by interest income from the financing we provide to independent contractors under our tractor purchase program and from our investment in short-term marketable securities.

11



The increase in net Net interest expense was primarily the result of higher average debt balances outstandingconsistent in the 2005 period.and 2004 periods.

 

Our effective income tax rate was 40.1%39.2% in the 2005 period compared with 38.0% in the 2004 period. We expect our effective income tax rate to be approximately 39% for the remainder of 2005.

 

As a result of the factors described above, net income increased 76.2%40.5%, to $4.8$6.8 million in the 2005 period from $2.7$4.8 million in the 2004 period. Net earnings per share increased to $0.33$0.46 per diluted share in the 2005 period from $0.19$0.33 per diluted share in the 2004 period.

12



Comparison of Six Months Ended June 30, 2005 to Six Months Ended June 30, 2004

The following table sets forth for the periods indicated the components of our operating revenue and the dollar and percentage change for each component:

 

 

 

 

 

 

Dollar
Change

 

Percentage
Change

 

 

 

Six Months
Ended June 30,

 

Six Months
Ended June 30,

 

Six Months
Ended June 30,

 

(Dollars in thousands)

 

2005

 

2004

 

2005 vs. 2004

 

2005 vs. 2004

 

 

 

 

 

 

 

 

 

 

 

Freight revenue

 

$

186,359

 

$

164,714

 

$

21,645

 

13.1

%

Fuel surcharge revenue

 

22,369

 

9,636

 

12,733

 

132.1

 

Non-freight revenue

 

6,978

 

2,087

 

4,891

 

234.4

 

Operating revenue

 

$

215,706

 

$

176,437

 

$

39,269

 

22.3

%

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

 

 

 

Six Months
Ended June 30,

 

Six Months
Ended June 30,

 

Six Months
Ended June 30,

 

(Dollars in thousands)

 

2005 vs. 2004

 

2005 vs. 2004

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

 

Operating revenue

 

$

39,269

 

22.3

%

100.0

%

100.0

%

Operating expenses (income):

 

 

 

 

 

 

 

 

 

Salaries, wages and benefits

 

9,915

 

19.6

 

28.1

 

28.7

 

Purchased transportation

 

2,992

 

7.9

 

18.8

 

21.3

 

Fuel and fuel taxes

 

15,148

 

48.1

 

21.6

 

17.8

 

Supplies and maintenance

 

1,358

 

11.2

 

6.2

 

6.9

 

Depreciation

 

2,411

 

15.1

 

8.5

 

9.0

 

Operating taxes and licenses

 

133

 

4.2

 

1.5

 

1.8

 

Insurance and claims

 

417

 

4.9

 

4.1

 

4.8

 

Communications and utilities

 

105

 

6.8

 

0.8

 

0.9

 

Gain on disposition of revenue equipment

 

(932

)

(79.1

)

(1.0

)

(0.7

)

Other

 

678

 

16.5

 

2.2

 

2.3

 

Total operating expenses

 

32,225

 

19.7

 

91.0

 

92.9

 

Operating income

 

7,044

 

56.5

 

9.0

 

7.1

 

Other expenses (income):

 

 

 

 

 

 

 

 

 

Interest expense

 

114

 

11.1

 

0.5

 

0.6

 

Interest income

 

(59

)

(8.1

)

(0.4

)

(0.4

)

Income before income taxes

 

6,989

 

57.4

 

8.9

 

6.9

 

Provision for income taxes

 

2,957

 

63.9

 

3.5

 

2.6

 

Net income

 

$

4,032

 

53.4

%

5.4

%

4.3

%

Our operating revenue increased $39.3 million, or 22.3%, to $215.7 million in the 2005 period from $176.4 million in the 2004 period. Freight revenue increased $21.6 million, or 13.1%, to $186.4 million in the 2005 period from $164.7 million in the 2004 period. We were able to increase our freight revenue by increasing our freight rates, the size of our fleet, our detention charges and our business with existing and new customers. Our fuel surcharge revenue increased $12.7 million, or 132.1%, to $22.4 million in the 2005 period from $9.6 million in the 2004 period primarily due to higher average fuel prices in the 2005 period. The increase in non-freight revenue in the 2005 period resulted from increased logistics services provided by MWL, as well as the formation by the Company of a logistics division in March 2005. Our average operating revenue per tractor

13



per week increased 12.4% in the 2005 period from the 2004 period. Our average freight revenue per tractor per week increased 4.1% in the 2005 period from the 2004 period, due to a 7.7% increase in average freight revenue per total mile, partially offset by a 3.4% decrease in average miles per tractor. Our weighted average number of tractors increased 8.7% in the 2005 period from the 2004 period.

The increase in salaries, wages and benefits resulted primarily from an increase in the size of our company-owned fleet and increases in the amount paid to company drivers of 1 cent per mile effective January 1, 2005 and 2 cents per mile effective April 1, 2005. Additionally, our employees’ health insurance expense increased $762,000 in the 2005 period due to less favorable claims experience which increased our estimated costs of our self-insured medical claims from the 2004 period.

Purchased transportation expense increased $3.0 million, or 7.9%, in the 2005 period from the 2004 period. This expense, excluding fuel surcharges passed through to independent contractors and carrier payments by the Company, decreased $2.9 million, or 8.5%, in the 2005 period from the 2004 period. This decrease was primarily due to a decrease in the number of independent contractor-owned tractors in our fleet, partially offset by a 1 cent per mile increase in the amount paid to independent contractors effective April 1, 2004 and an increase in incentives paid to independent contractors effective January 1, 2005. Payments to carriers for transportation services arranged by the Company were $4.6 million in the 2005 period and $1.3 million in the 2004 period. The amount of fuel surcharges passed through to independent contractors increased $2.5 million in the 2005 period.

Fuel and fuel taxes, which we refer to as fuel expense, net of fuel surcharge revenue of $22.4 million in the 2005 period and $9.6 million in the 2004 period, increased $2.4 million, or 11.1%, to $24.3 million in the 2005 period from $21.8 million in the 2004 period. Our fuel prices, which remain high based on historical standards, significantly increased to an average of $2.05 per gallon in the 2005 period from an average of $1.56 per gallon in the 2004 period.

The increase in depreciation was due to an increase in revenue equipment and the relative percentage of company-owned tractors to independent contractor-owned tractors in the 2005 period.

The increase in insurance and claims in the 2005 period was comprised of a $293,000 increase in the cost of self-insured accident claims and a $124,000 increase in insurance premiums.

In the 2005 period, increases in the market value for used revenue equipment caused our gain on disposition of revenue equipment to increase to $2.1 million from $1.2 million in the 2004 period.

As a result of the foregoing factors, we improved our operating expenses as a percentage of operating revenue, or “operating ratio,” to 91.0% in the 2005 period from 92.9% in the 2004 period. Our operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharge revenue, improved to 89.9% in the 2005 period from 92.5% in the 2004 period.

The increase in net interest expense was primarily the result of higher average debt balances outstanding in the 2005 period, partially offset by an increase in interest income from financing provided to independent contractors.

Our effective income tax rate was 39.6% in the 2005 period compared with 38.0% in the 2004 period.

As a result of the factors described above, net income increased 53.4%, to $11.6 million in the 2005 period from $7.5 million in the 2004 period. Net earnings per share increased to $0.79 per diluted share in the 2005 period from $0.52 per diluted share in the 2004 period.

14



 

Liquidity and Capital Resources

 

Our business requires substantial, ongoing capital investments, particularly for new tractors and trailers. Our primary sources of liquidity have beenare funds provided by operations, our unsecured senior notes and our revolving credit facility, and our public offering of common stock completed during the third quarter of 2003.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. However, to the extent we purchase tractors and extend financing to the independent contractors through our tractor purchase program, we have an associated capital expenditure requirement.

 

The table below reflects our net cash flows provided by operating activities, net cash flows used for investing activities, and total long-term debt, including current maturities, for the periods indicated.

 

 

Three Months Ended
March 31,

 

 

Six Months Ended
June 30,

 

(In thousands)

 

2005

 

2004

 

 

2005

 

2004

 

 

 

 

 

 

Net cash flows provided by operating activities

 

$

12,790

 

$

8,762

 

 

$

27,912

 

$

26,779

 

Net cash flows used for investing activities

 

16,039

 

20,194

 

 

27,672

 

41,236

 

Long-term debt, including current maturities, at March 31

 

36,581

 

27,857

 

Long-term debt, including current maturities, at June 30

 

34,724

 

26,429

 

 

In the first quartersix months of 2005, we spent approximately $12.8$24.1 million, net of trade-ins, to purchase 172302 tractors and 247436 trailers. We also recognized a gain of $879,000$2.1 million on the disposition of used equipment in the first quartersix months of 2005. We estimate that capital expenditures, net of trade-ins, will be approximately $75$57 million for the remainder of 2005, primarily for new revenue equipment.  This represents an increase of $38 million compared with our previous estimate. Based on our current operating performance, the market for used trucks, our liquidity and our expectations concerning tractors manufactured in 2007, we have decided to accelerate our tractor fleet replacement during 2005 and 2006 to allow flexibility with purchasing tractors in 2007 when the next round of diesel emissions reduction directives of the EPA go into effect. We expect to fund these capital expenditures with cash flows from operations and borrowings under our revolving credit facility. We believe our sources of liquidity are adequate to meet our current and anticipated needs for at least the next twelve months. Over the longer term, based upon anticipated cash flows, current borrowing availability, and sources of financing we expect to be available to us, we do not anticipate any significant liquidity constraints in the foreseeable future.

 

We have outstanding Series A Senior Unsecured Notes with an aggregate principal balance of $14.3 million at March 31,June 30, 2005. These notes mature in October 2008, require annual principal payments of $3.57 million that began in October 2002, and bear interest at a fixed rate of 6.78%. We also have outstanding Series B Senior Unsecured Notes with an aggregate principal balance of $8.6$7.1 million at March 31,June 30, 2005. These notes mature in April 2010, require annual principal payments of $1.43 million that began in April 2004, and bear interest at a fixed rate of 8.57%.

 

We maintain an unsecured committed credit facility (“credit facility”) in the amount of $45.0 million with two banks.million. We entered into an amendment to the credit facility in June 2005. The amendment reduced the number of banks subject to the agreement to one, adjusted our financial covenants and extended the maturity of the facility from April 2006 to April 2008. The extension of the maturity is reflected in the contractual obligations summary following. At March 31,June 30, 2005, the credit facility had an outstanding principal balance of $13.6$13.2 million,

12



outstanding letters of credit of $4.2 million, and remaining borrowing availability of $27.2$27.6 million. This facility matures in April 2006 and bears interest at a variable rate based on the London Interbank Offered Rate or the agent bank’s Prime Rate, in each case plus applicable margins. The weighted average interest rate for the credit facility was 4.3%4.7% at March 31,June 30, 2005.

 

Our credit facility prohibits us from paying, in any fiscal year, dividends in excess of 25% of our net income from the prior fiscal year. The debt agreements discussed above also contain restrictive covenants which, among other matters, require us to maintain certain financial ratios, including debt-to-equity, minimum tangible net worth, cash flow

15



leverage, interest coverage, and fixed charge coverage. We were in compliance with all of these covenants at March 31,June 30, 2005.

MWL has an uncollateralized note payable with a balance of $124,000 at March 31, 2005.  The note matures in July 2006, requires monthly payments of $10,000 and bears interest at a fixed rate of 5.0%.

 

We had $10.7$10.5 million in direct financing receivables from independent contractors under our tractor purchase program as of March 31,June 30, 2005, compared with $10.3 million in receivables as of December 31, 2004. These receivables, which are collateralized by the tractors financed, are used to attract and retain qualified independent contractors. We deduct payments from the independent contractors’ settlements weekly and, as a result, have experienced minimal collection issues for these receivables.

 

The following is a summary of our contractual obligations as of March 31,June 30, 2005. We have entered into agreements to purchase $77.7$72.0 million of revenue equipment in the remainder of 2005, which is included in the following summary. We also plan to purchase an additional $20.1$14.8 million and $38.5 million of revenue equipment in 2005 and 2006, respectively, for which we have not entered into binding agreements.

 

 

Payments Due by Period

 

 

Payments Due by Period

 

 

Remainder

 

2006

 

2008

 

 

 

 

 

 

Remainder

 

2006

 

2008

 

 

 

 

 

 

of

 

and

 

and

 

 

 

 

 

 

of

 

and

 

and

 

 

 

 

 

(In thousands)

 

2005

 

2007

 

2009

 

Thereafter

 

Total

 

 

2005

 

2007

 

2009

 

Thereafter

 

Total

 

Purchase obligations for revenue equipment

 

$

77,678

 

$

 

$

 

$

 

$

77,678

 

 

$

72,030

 

$

 

$

 

$

 

$

72,030

 

Long-term debt obligations

 

5,087

 

23,637

 

6,429

 

1,428

 

36,581

 

 

3,630

 

10,037

 

19,629

 

1,428

 

34,724

 

Operating lease obligations

 

163

 

264

 

49

 

 

476

 

 

106

 

264

 

49

 

 

419

 

Total

 

$

82,928

 

$

23,901

 

$

6,478

 

$

1,428

 

$

114,735

 

 

$

75,766

 

$

10,301

 

$

19,678

 

$

1,428

 

$

107,173

 

 

Related Parties

 

MWL, our 45% owned affiliate, is a third-party provider of logistics services to the transportation industry. In the first quartersix months of 2005 and the first quartersix months of 2004, we received $5.6$10.6 million and $4.5$9.9 million, respectively, of our revenue from transportation services arranged by MWL. We have applied the provisions of FASB Interpretation No. 46, “Consolidation of Variable Interest Entities,” as revised, to our investment in MWL effective March 31, 2004. As a result, the accounts of MWL are included in our consolidated balance sheet as of March 31,June 30, 2005, and in our consolidated statement of operations beginning April 1, 2004. We accounted for our investment in MWL’s operating results using the equity method of accounting prior to April 1, 2004.

 

We purchase fuel and obtain tires and related services from Bauer Built, Incorporated, or BBI. Jerry M. Bauer, one of our directors, is the president and a stockholder of BBI. We paid BBI $282,000$550,000 in the first quartersix months of 2005 and $198,000$416,000 in the first quartersix months of 2004 for fuel and tire services. In addition, we paid $242,000$711,000 in the first quartersix months of 2005 and $318,000$614,000 in the first quartersix months of 2004 to tire manufacturers for tires that we purchased from the tire manufacturers but were provided by BBI. BBI received commissions from the tire manufacturers related to these purchases. Other than any benefit received from his ownership interest, Mr. Bauer receives no compensation or other benefits from our business with BBI.

 

13



Off-Balance Sheet Arrangements

 

We did not have any material off-balance sheet arrangements at March 31,June 30, 2005.

 

Inflation and Fuel Costs

 

Most of our operating expenses are inflation-sensitive, with inflation generally producing increased costs of operations. During 2004 and the first quartersix months of 2005, the most significant effects of inflation have been on revenue equipment prices, accident claims, health insurance, and employee compensation. We attempt to limit the effects of inflation through increases in freight rates and cost control efforts.

16



 

In addition to inflation, fluctuations in fuel prices can affect our profitability. We require substantial amounts of fuel to operate our tractors and power the temperature-control units on our trailers. Substantially all of our contracts with customers contain fuel surcharge provisions. Although we historically have been able to pass through most long-term increases in fuel prices and taxes to customers in the form of surcharges and higher rates, increases usually are not fully recovered. Fuel prices were high throughout 2004 and increased further in the first quartersix months of 2005, which has increased our cost of operating. The elevated level of fuel prices is expected to continue for the remainder of 2005.

 

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 fuel efficiency declining because of engine idling and harsh weather creating higher accident frequency, increased claims, and more equipment repairs.

 

Critical Accounting Policies

 

We believe that the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

 

Insurance and Claims. 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. However, we could suffer a series of losses within our self-insured retention limits or losses over our policy limits, which could negatively affect our financial condition and operating results. We have maintainedare responsible for the self-insured retention limitfirst $1.0 million on each auto liability claim and beginning June 1, 2005, we also are responsible for ourup to $1.0 million in the aggregate for all auto liability claims atbetween $1.0 million per incident and $2.0 million. We are also responsible for the first $750,000 on oureach workers’ compensation claims at $750,000 per incident.claim. We have $4.2 million in letters of credit to guarantee settlement of claims under agreements with our insurance carriers and regulatory authorities. The insurance and claims accruals in our consolidated balance sheets were $11.5$11.8 million as of March 31,June 30, 2005, and $13.7 million as of December 31, 2004. We reserve currently for the estimated cost of the uninsured portion of pending claims. We periodically evaluate and adjust these reserves based on our evaluation of the nature and severity of outstanding individual claims and our estimate of future claims development based on historical claims development factors. We believe that our claims development factors have historically been reasonable, as indicated by the adequacy of our insurance and claims accruals compared to settled claims. Actual results could differ from these current estimates. If our claims settlement experience worsened causing our historical claims development factors to increase by 5%, our estimated outstanding loss reserves as of March 31,June 30, 2005 would have needed to increase by approximately $1.9 million.

 

Property and Equipment. The transportation industry requires significant capital investments. Our net property and equipment was $223.1$226.7 million as of March 31,June 30, 2005 and $215.7 million as of December 31, 2004. Our depreciation expense was $9.1$18.3 million for the first quartersix months of 2005 and $7.9$15.9 million for the first quartersix months of 2004. We compute depreciation of our property and equipment for financial reporting purposes based on the cost of each asset, reduced by its estimated salvage value, using the straight-line method over its estimated useful life. We determine and periodically evaluate our estimate of the projected salvage values and useful

14



lives primarily by considering the market for used equipment, prior useful lives, and changes in technology. We have not changed our policy regarding salvage values as a percentage of initial cost or useful lives of tractors and trailers within the last ten years. We believe that our policies and past estimates have been reasonable. Actual results could differ from these estimates. A 5% decrease in estimated salvage values would have decreased our net property and equipment as of March 31,June 30, 2005 by approximately $5.1$5.4 million, or 2.3%2.4%.

 

Impairment of Assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment

17



to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less the costs to sell.

 

Recent Accounting Pronouncements

 

In December 2004, the Financial Accounting Standards Board, or FASB, issued Statement of Financial Accounting Standards, or SFAS, No. 123 (revised 2004), “Share-Based Payment.”  SFAS No. 123, as revised, requires entities to recognize the grant-date fair value of stock options and other equity-based compensation issued to employees in the income statement. The statement eliminates entities’ ability to account for share-based compensation transactions using the intrinsic value method of accounting in Accounting Principles Board, or APB, Opinion No. 25, “Accounting for Stock Issued to Employees,” which was permitted under SFAS No. 123, as originally issued. In April 2005, the Securities and Exchange Commission deferred the effective date of SFAS No. 123, as revised, to the beginning of the first annual reporting period beginning after June 15, 2005. Accordingly, we will recognize the grant-date fair value of stock options in our consolidated statements of operations beginning in our first quarter of 2006. The average annual stock-based employee compensation expense, net of related tax effects, for 2002 through 2004 was $185,000. Therefore, the adoption of this pronouncement is not expected to have a significant impact on our results of operations or financial position. However, the ultimate amount of increased compensation expense will be dependent upon whether we adopt SFAS No. 123, as revised, using the modified prospective or retrospective method, the number of option shares granted during the year, their timing and vesting period, and the method used to calculate the fair value of the awards, among other factors.

 

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets: an Amendment of APB Opinion No. 29.”  The amendments made by SFAS No. 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The amendments also eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS No. 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of this pronouncement is not expected to have a significant impact on our results of operations or financial position.

 

In March 2005, the FASB issued Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations.”  The Interpretation clarifies that the term “conditional asset retirement obligations” as used in SFAS No. 143, “Accounting for Asset Retirement Obligations,” refers to a legal obligation to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. The Interpretation states that conditional obligations meet the definition of an asset retirement obligation in SFAS No. 143 and therefore should be recognized if their fair value can be reasonably estimated. Interpretation No. 47 is effective no later than the end of fiscal years ending after December 15, 2005. The adoption of Interpretation No. 47 is not expected to have a significant impact on our results of operations or financial position.

 

Forward-Looking Statements and Risk Factors

 

This Quarterly Report on Form 10-Q contains certain forward-looking statements. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements

15



not of historical fact may be considered forward-looking statements. Written words such as “may,” “expect,” “believe,” “anticipate,” “plan,” “goal,” or “estimate,” or other variations of these or similar words, identify such statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially, depending on a variety of factors and risks, including but not limited to those discussed below.

 

Our business is subject to general economic and business factors that are largely out of our control, any of which could have a materially adverse effect on our operating results. Our business is dependent upon a number of factors that may have a materially adverse effect on the results of our operations, many of which are beyond our control. These factors include difficulty in attracting and retaining qualified drivers and

18



independent contractors, significant increases or rapid fluctuations in fuel prices, excess capacity in the trucking industry, strikes or other work stoppages, surpluses in the market for used equipment, interest rates, fuel taxes, license and registration fees, insurance premiums, and self-insurance levels. We also are affected by recessionary economic cycles and downturns in customers’ business cycles, particularly in market segments and industries where we have a significant concentration of customers. Economic conditions may adversely affect our customers and their ability to pay for our services. It is not possible to predict the effects of actual or threatened armed conflicts or terrorist attacks and subsequent events on the economy or on consumer confidence in the United States, or the impact, if any, on our future results of operations. In addition, our results of operations may be affected by seasonal factors.

 

We operate in a highly competitive and fragmented industry, and numerous competitive factors could impair our ability to maintain our current profitability. We compete with many other truckload carriers that provide temperature-sensitive service of varying sizes and, to a lesser extent, with less-than-truckload carriers, railroads, and other transportation companies, many of which have more equipment, a wider range of services, and greater capital resources than we do or have other competitive advantages. In particular, several of the largest truckload carriers that offer primarily dry-van service also offer temperature-sensitive service, and these carriers could attempt to increase their business in the temperature-sensitive market. Many of our competitors periodically reduce their freight rates to gain business, especially during times of reduced growth rates in the economy, which may limit our ability to maintain or increase freight rates or maintain significant growth in our business. In addition, many customers reduce the number of carriers they use by selecting so-called “core carriers” as approved service providers, or conduct bids from multiple carriers for their shipping needs, and in some instances we may not be selected as a core carrier or to provide service under such bids.

 

We derive a significant portion of our revenue from our major customers, the loss of one or more of which could have a materially adverse effect on our business. A significant portion of our revenue is generated from our major customers. For the first quartersix months of 2005, our top 30 customers, based on revenue, accounted for approximately 77%76% of our revenue; our top ten customers accounted for approximately 51%50% of our revenue; our top five customers accounted for approximately 39%38% of our revenue; and our top two customers accounted for approximately 22% of our revenue. We do not expect these percentages to change materially for the remainder of 2005. Generally, we enter into one-year contracts with our major customers, the majority of which do not contain any firm obligations to ship with us. We cannot assure you that, upon expiration of existing contracts, these customers will continue to use our services or that, if they do, they will continue at the same levels. In addition, our volumes and rates with our customers could decrease as a result of bid processes or other factors. A reduction in or termination of our services by one or more of our major customers could have a materially adverse effect on our business and operating results.

 

Ongoing insurance and claims expenses could significantly affect our earnings. Our future insurance and claims expense might exceed historical levels, which could reduce our earnings. We self-insure for a portion of our claims exposure resulting from workers’ compensation, auto liability, general liability, cargo and property damage claims, as well as employees’ health insurance. We also are responsible for our legal expenses relating to such claims. We reserve currently for anticipated losses and expenses. We periodically evaluate and adjust our claims reserves to reflect our experience. However, ultimate results may differ from our estimates, which could result in losses over our reserved amounts. Our self-insured retentionWe are responsible for the first $1.0 million on each auto liability claim and beginning June 1, 2005, we also are responsible for up to $1.0 million in the aggregate for all auto liability claims isbetween $1.0 million per incident and for workers’ compensation claims is $750,000 per incident.$2.0 million. We have maintained these self-insured retention levelsare also responsible for the first quarter of 2005.$750,000 on each workers’ compensation claim. The increase in self-insured retention could increase our claims expense or make our claims expense more volatile depending on the frequency, severity,

16



and timing of claims. Accordingly, the number or severity of claims for which we are self-insured, or the timing of such claims within a given period, could have a materially adverse effect on our operating results.

 

We maintain insurance above the amounts for which we self-insure with licensed insurance carriers. Although we believe the aggregate insurance limits should be sufficient to cover reasonably expected claims, it is possible that one or more claims could exceed our aggregate coverage limits. Insurance carriers have raised premiums for many businesses, including trucking companies. As a result, our insurance and claims expense could increase, or we could raise our self-insured retention when our policies are renewed. If these expenses increase, or if we experience a claim in excess of our coverage limits, or we experience a claim for which coverage is not provided, results of our operations and financial condition could be materially and adversely affected.

 

19



Increases in compensation or difficulty in attracting drivers could affect our profitability and ability to grow. From time-to-time, the transportation industry experiences substantial difficulty in attracting and retaining qualified drivers, including independent contractors. Currently, competition for drivers is intense. Competition for drivers has increased and we have experienced greater difficulty in attracting sufficient numbers of qualified drivers. In addition, due in part to current economic conditions, including the cost of fuel and insurance, the available pool of independent contractor drivers is smaller than it has been historically. Accordingly, we may face difficulty in attracting and retaining drivers for all of our current tractors and for those we plan to add. Additionally, we may face difficulty in increasing the number of our independent contractor drivers, which is one of our principal sources of planned growth.drivers. In addition, our industry suffers from high turnover rates of drivers. Our turnover rate requires us to recruit a substantial number of drivers. Moreover, our turnover rate could increase. If we are unable to continue to attract drivers and contract with independent contractors, we could be required to adjust our driver compensation package or let trucks sit idle. Effective January 1, 2005, we increased the amount paid to company drivers by 1 cent per mile and increased the incentives paid to independent contractors. We also instituted a second pay increase of 2 cents per mile for company drivers effective April 1, 2005. Our compensation of drivers and independent contractors is subject to market forces, and we may increase their compensation further in future periods. An increase in our expenses or in the number of tractors without drivers could materially and adversely affect our growth and profitability.

 

Fluctuations in the price or availability of fuel may increase our cost of operation, which could materially and adversely affect our profitability. We require large amounts of diesel fuel to operate our tractors and to power the temperature-control units on our trailers. Fuel is one of our largest operating expenses. Fuel prices tend to fluctuate, and prices and availability of all petroleum products are subject to political, economic, and market factors that are beyond our control. We depend primarily on fuel surcharges, volume purchasing arrangements with truck stop chains, and bulk purchases of fuel at our terminals to control our fuel expenses. There can be no assurance that we will be able to collect fuel surcharges or enter into successful hedges in the future. Fluctuations in fuel prices, or a shortage of diesel fuel, could adversely affect our results of operations.

 

Seasonality and the impact of weather can affect our profitability. 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 fuel efficiency declining because of engine idling and harsh weather creating higher accident frequency, increased claims, and more equipment repairs.

 

We operate in a highly regulated industry and increased costs of compliance with, or liability for violation of, existing or future regulations could have a materially adverse effect on our business. The DOT and various state and local agencies exercise broad powers over our business, generally governing such activities as authorization to engage in motor carrier operations, safety, and insurance requirements. Our company drivers and independent contractors also must comply with the safety and fitness regulations promulgated by the DOT, including those relating to drug and alcohol testing and hours-of-service. The DOT adopted revised hours-of-service regulations effective in January 2004. In response, we negotiated delay time charges with the majority of our customers. The regulations did not have a significant impact on our operations or financial results for 2004 or the first quartersix months of 2005. In July 2004, the United States Court of Appeals for the District of Columbia vacated the new hours-of-service regulations in their entirety and remanded the matter to the Federal

17



Motor Carriers Safety Administration, or FMCSA, for reconsideration. In October 2004, the Surface Transportation Extension Act of 2004 (Part V) extended the current hours of service regulations until the earlier of the FMCSA developing a revised set of regulations or September 30, 2005. Significant uncompensated shortfalls in our utilization due to compliance with the future regulations could adversely impact our profitability.

 

The engines used in our newer tractors are subject to new emissions control regulations, which may substantially increase our operating expenses. The EPA adopted new emissions control regulations, which require progressive reductions in exhaust emissions from diesel engines through 2007, for engines manufactured in October 2002, and thereafter. The new regulations decrease the amount of emissions that can be released by truck engines and affect tractors produced after the effective date of the regulations. Compliance with these regulations has increased the cost of our new tractors, lowered fuel mileage, and

20



increased our operating expenses. Some manufacturers have significantly increased new equipment prices, in part to meet new engine design requirements imposed by the EPA, and eliminated or sharply reduced the price of repurchase commitments. These adverse effects combined with the uncertainty as to the reliability of the vehicles equipped with the newly designed diesel engines and the residual values that will be realized from the disposition of these vehicles could increase our costs or otherwise adversely affect our business or operations. Furthermore, even more restrictive EPA engine design requirements will take effect in 2007. Compliance with the 2007 EPA standards is expected to result in further declines in fuel economy, and may result in further increases in the cost of new tractors.

 

1821



 

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 and changes in interest rates.

 

Commodity Price Risk

 

Our operations are heavily dependent upon the use of diesel fuel. 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. Historically, we have been able to recover a portion of diesel fuel price increases from customers in the form of fuel surcharges.

 

We presently use fuel surcharges to address the risk of high fuel prices. Fuel surcharge programs are widely accepted among our customers, though they can vary somewhat from customer-to-customer. We believe fuel surcharges are effective at mitigating the risk of high fuel prices, although we do not recover the full amount of fuel price increases.

 

Interest Rate Risk

 

Our market risk is also affected by changes in interest rates. We have historically maintained a combination of fixed rate and variable rate obligations to manage our interest rate exposure. Fixed rate obligations expose us to the risk that interest rates might fall. Variable rate obligations expose us to the risk that interest rates might rise. We did not have any interest rate swaps at March 31,June 30, 2005, although we may enter into such swaps in the future if we deem appropriate.

 

Our fixed rate obligations consist of amounts outstanding under our unsecured senior notes and MWL’s uncollateralized note payable.notes. The $14.3 million outstanding at March 31,June 30, 2005, under our Series A Senior Notes, bears interest at a fixed annual rate of 6.78%. The $8.6$7.1 million outstanding at March 31,June 30, 2005, under our Series B Senior Notes, bears interest at a fixed annual rate of 8.57%. The $124,000 outstanding at March 31, 2005 under MWL’s note payable bears interest at a fixed annual rate of 5.0%. Based on such outstanding amounts, a one percentage point decline in interest rates would have the effect of increasing the premium we pay over market interest rates by approximately $230,000$214,000 annually.

 

Our variable rate obligations consist of borrowings under our revolving credit facility. Our revolving credit facility carries a variable interest rate based on the London Interbank Offered Rate or the agent bank’s Prime Rate, in each case plus applicable margins. The weighted average interest rate for the facility was 4.3%4.7% at March 31,June 30, 2005. As of March 31,June 30, 2005, we had borrowed $13.6$13.2 million under the credit facility. Based on such outstanding amount, a one percentage point increase in interest rates would cost us $136,000$132,000 in additional gross interest cost on an annual basis.

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Item 4. Controls and Procedures.

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (“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 President and Chief Executive Officer and our Executive Vice President, Chief Financial Officer and Treasurer. Based upon that evaluation, our President and Chief Executive Officer and our Executive Vice President, Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures were effective as of March 31,June 30, 2005. 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.

 

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PART II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders.

Our annual meeting of stockholders was held on May 3, 2005. The following items were voted upon at the annual meeting:

(a) Five incumbent directors were elected to serve one-year terms expiring at the annual meeting of stockholders to be held in 2006. The following summarizes the votes cast for, votes withheld and broker non-votes for each nominee:

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

Randolph L. Marten

 

10,060,394

 

3,589,058

 

 

Larry B. Hagness

 

9,976,524

 

3,672,928

 

 

Thomas J. Winkel

 

13,367,825

 

281,627

 

 

Jerry M. Bauer

 

9,976,524

 

3,672,928

 

 

Christine K. Marten

 

9,905,370

 

3,744,082

 

 

(b) The stockholders approved our 2005 Stock Incentive Plan by a vote of 9,740,628 shares in favor, 2,629,435 shares against and 275,798 shares abstaining.

(c) The stockholders approved the amendment to our Amended and Restated Certificate of Incorporation increasing the authorized number of shares of common stock from 23,000,000 shares to 48,000,000 shares by a vote of 12,702,764 shares in favor, 942,811 shares against and 3,877 shares abstaining.

(d) The stockholders also voted to confirm the appointment of KPMG LLP as our independent public accountants for the year ending December 31, 2005 by a vote of 13,645,953 shares in favor, 813 shares against and 2,686 shares abstaining.

Item 5. Other Information.

On June 21, 2005, we entered into the ninth amendment to our unsecured committed credit facility with U.S. Bank National Association dated October 30, 1998. This amendment reduced the number of banks subject to the agreement to one, adjusted our financial covenants and extended the maturity of the facility from April 2006 to April 2008. The foregoing description is qualified in its entirety by the amendment, which is filed as an exhibit to this Report.

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Item 6.    Exhibits.

 

Item No.

 

Item

 

Method of Filing

3.3

Amendment to Amended and Restated Certificate of Incorporation effective May 25, 2005

Filed with this Report.

10.18

Marten Transport, Ltd. 2005 Stock Incentive Plan

Filed with this Report.

10.19

Ninth Amendment to Credit Agreement, dated June 21, 2005, between the Company and U.S. Bank National Association

Filed with this Report.

10.20

Summary of Named Executive Officers’ Compensation

Filed with this Report.

 

 

 

 

 

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 Randolph L. Marten, the Registrant’s President and 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 Darrell D. Rubel, the Registrant’s Executive Vice President, Chief Financial Officer and Treasurer (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.

 

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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: May 2,August 8, 2005

By:

/s/Randolph L. Marten

 

 

 

Randolph L. Marten

 

 

President and Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

Dated: May 2,August 8, 2005

By:

/s/ Darrell D. Rubel

 

 

 

Darrell D. Rubel

 

 

Executive Vice President, Chief Financial

 

 

Officer and Treasurer

 

 

(Principal Financial Officer)

 

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