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 SeptemberJune 30, 20172018

 

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’sRegistrant’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 ☒   No ☐

 

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporatecorporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒   No ☐

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large“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 ☐ (Do not check if a smaller reporting company)

Emerging growth company

Large accelerated filer ☐ Accelerated filer ☒
Smaller reporting company ☐  Non-accelerated filer ☐ (Do not check if a smaller reporting company)
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 financialfinancial 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’sRegistrant’s Common Stock, par value $.01 per share, was 54,521,79054,659,074 as of October 26, 2017.July 31, 2018.

  

 

 

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

 

 

September 30,

  

December 31,

  

June 30,

  

December 31,

 

(In thousands, except share information)

 

2017

  

2016

  

2018

  

2017

 
         

(Unaudited)

     

ASSETS

                

Current assets:

                

Cash and cash equivalents

 $1,159  $488  $22,003  $15,791 

Receivables:

                

Trade, net

  72,919   69,199   85,549   74,886 

Other

  4,541   4,436   7,190   6,131 

Prepaid expenses and other

  16,263   19,307   19,876   19,810 

Total current assets

  94,882   93,430   134,618   116,618 
                

Property and equipment:

                

Revenue equipment, buildings and land, office equipment and other

  781,451   759,553   805,723   783,648 

Accumulated depreciation

  (201,882

)

  (201,728

)

  (218,071

)

  (211,728

)

Net property and equipment

  579,569   557,825   587,652   571,920 

Other assets

  1,856   2,493   2,169   1,865 

Total assets

 $676,307  $653,748  $724,439  $690,403 
                

LIABILITIES AND STOCKHOLDERS’ EQUITY

        

LIABILITIES AND STOCKHOLDERS’ EQUITY

        

Current liabilities:

                

Accounts payable and accrued liabilities

 $39,938  $41,230  $45,782  $38,100 

Insurance and claims accruals

  25,197   19,440   25,574   26,177 

Total current liabilities

  65,135   60,670   71,356   64,277 

Long-term debt

  -   7,886 

Deferred income taxes

  149,846   147,854   103,841   100,626 

Total liabilities

  214,981   216,410   175,197   164,903 
                

Stockholders’ equity:

        

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; 96,000,000 shares authorized; 54,521,790 shares at September 30, 2017, and 54,391,525 shares at December 31, 2016, issued and outstanding

  545   544 

Common stock, $.01 par value per share; 192,000,000 shares authorized; 54,659,074 shares at June 30, 2018, and 54,533,455 shares at December 31, 2017, issued and outstanding

  547   545 

Additional paid-in capital

  75,951   74,175   78,366   76,413 

Retained earnings

  384,830   362,619   470,329   448,542 

Total stockholders’ equity

  461,326   437,338 

Total liabilities and stockholders’ equity

 $676,307  $653,748 

Total stockholders’ equity

  549,242   525,500 

Total liabilities and stockholders’ equity

 $724,439  $690,403 

 

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

 


 

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

  

 

Three Months

  

Nine Months

  

Three Months

  

Six Months

 
 

Ended September 30,

  

Ended September 30,

  

Ended June 30,

  

Ended June 30,

 

(In thousands, except per share information)

 

2017

  

2016

  

2017

  

2016

  

2018

  

2017

  

2018

  

2017

 
                                

Operating revenue

 $170,679  $170,464  $515,349  $498,483  $197,024  $171,511  $383,984  $344,670 
                                

Operating expenses (income):

                                

Salaries, wages and benefits

  53,594   57,090   166,709   168,116   63,250   56,715   122,072   113,115 

Purchased transportation

  28,668   27,775   85,546   81,997   35,048   27,516   70,074   56,878 

Fuel and fuel taxes

  26,143   24,845   77,106   68,405   31,742   25,007   60,786   50,963 

Supplies and maintenance

  10,381   11,618   31,912   33,025   10,251   10,541   20,687   21,531 

Depreciation

  21,186   20,790   63,875   61,205   22,193   21,306   44,008   42,689 

Operating taxes and licenses

  2,314   2,297   6,813   6,732   2,364   2,252   4,651   4,499 

Insurance and claims

  11,336   8,194   29,098   23,245   8,941   8,848   19,231   17,762 

Communications and utilities

  1,463   1,584   4,531   4,701   1,647   1,487   3,330   3,068 

Gain on disposition of revenue equipment

  (1,908

)

  (3,325

)

  (4,882

)

  (7,462

)

  (2,160

)

  (1,871

)

  (3,371

)

  (2,974

)

Other

  4,480   4,727   12,112   14,749   5,525   4,141   10,699   7,632 
                                

Total operating expenses

  157,657   155,595   472,820   454,713   178,801   155,942   352,167   315,163 
                                

Operating income

  13,022   14,869   42,529   43,770   18,223   15,569   31,817   29,507 
                                

Other

  14   342   280   794   (138

)

  125   (327

)

  266 
                                

Income before income taxes

  13,008   14,527   42,249   42,976   18,361   15,444   32,144   29,241 
                                

Provision for income taxes

  5,153   6,090   17,039   17,815 

Income taxes expense

  4,659   6,303   8,111   11,886 
                                

Net income

 $7,855  $8,437  $25,210  $25,161  $13,702  $9,141  $24,033  $17,355 
                                

Basic earnings per common share

 $0.14  $0.16  $0.46  $0.46  $0.25  $0.17  $0.44  $0.32 
                                

Diluted earnings per common share

 $0.14  $0.15  $0.46  $0.46  $0.25  $0.17  $0.44  $0.32 
                                

Dividends declared per common share

 $0.025  $0.015  $0.055  $0.045  $0.025  $0.015  $0.05  $0.03 

 

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

 


 

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERSSTOCKHOLDERS’ EQUITY

(Unaudited)

 

 

Common Stock

  

Additional

Paid-In

  

Retained

  

Total

Stock-

holders

  

Common Stock

  

Additional

Paid-In

  

Retained

  

Total

Stock-

holders’

 

(In thousands)

 

Shares

  

Amount

  

Capital

  

Earnings

  

Equity

  

Shares

  

Amount

  

Capital

  

Earnings

  

Equity

 
                                        

Balance at December 31, 2015

  54,600  $546  $76,468  $332,407  $409,421 

Net income

  -   -   -   25,161   25,161 

Repurchase and retirement of common stock

  (759

)

  (8

)

  (7,508

)

  3   (7,513

)

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

  445   5   3,505   (2

)

  3,508 

Tax deficiencies from share-based payment arrangement exercises

  -   -   (55

)

  -   (55

)

Employee taxes paid in exchange for shares withheld

  -   -   (127

)

  -   (127

)

Share-based payment arrangement compensation expense

  -   -   741   -   741 

Dividends on common stock

  -   -   -   (2,436

)

  (2,436

)

Balance at September 30, 2016

  54,286   543   73,024   355,133   428,700 

Net income

  -   -   -   8,303   8,303 

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

  106   1   908   (1

)

  908 

Tax benefits from share-based payment arrangement exercises

  -   -   101   -   101 

Share-based payment arrangement compensation expense

  -   -   142   -   142 

Dividends on common stock

  -   -   -   (816

)

  (816

)

Balance at December 31, 2016

  54,392   544   74,175   362,619   437,338   54,392  $544  $74,175  $362,619  $437,338 

Net income

  -   -   -   25,210   25,210   -   -   -   17,355   17,355 

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

  130   1   961   -   962   122   1   882   -   883 

Employee taxes paid in exchange for shares withheld

  -   -   (47

)

  -   (47

)

  -   -   (47

)

  -   (47

)

Share-based payment arrangement compensation expense

  -   -   916   -   916   -   -   730   -   730 

Dividends on common stock

  -   -   -   (2,999

)

  (2,999

)

  -   -   -   (1,635

)

  (1,635

)

Balance at June 30, 2017

  54,514   545   75,740   378,339   454,624 

Net income

  -   -   -   72,929   72,929 

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

  19   -   207   -   207 

Share-based payment arrangement compensation expense

  -   -   520   -   520 

Dividends on common stock

  -   -   -   (2,726

)

  (2,726

)

Cash in lieu of fractional shares from stock split

  -   -   (54

)

  -   (54

)

  -   -   (54

)

  -   (54

)

Balance at September 30, 2017

  54,522  $545  $75,951  $384,830  $461,326 

Balance at December 31, 2017

  54,533   545   76,413   448,542   525,500 

Adoption of accounting standard (Note 2)

  -   -   -   485   485 

Net income

  -   -   -   24,033   24,033 

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

  126   2   847   -   849 

Employee taxes paid in exchange for shares withheld

  -   -   (104

)

  -   (104

)

Share-based payment arrangement compensation expense

  -   -   1,210   -   1,210 

Dividends on common stock

  -   -   -   (2,731

)

  (2,731

)

Balance at June 30, 2018

  54,659  $547  $78,366  $470,329  $549,242 

 

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

 


 

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

Nine Months

  

Six Months

 
 

Ended September 30,

  

Ended June 30,

 

(In thousands)

 

2017

  

2016

  

2018

  

2017

 

Cash flows provided by operating activities:

                

Operations:

                

Net income

 $25,210  $25,161  $24,033  $17,355 

Adjustments to reconcile net income to net cash provided by operating activities:

                

Depreciation

  63,875   61,205   44,008   42,689 

Gain on disposition of revenue equipment

  (4,882

)

  (7,462

)

  (3,371

)

  (2,974

)

Deferred income taxes

  1,992   10,246   3,215   192 

Tax deficiencies from share-based payment arrangement exercises

  -   (55

)

Share-based payment arrangement compensation expense

  916   741   1,210   730 

Distribution from affiliate

  400   -   45   400 

Equity in loss from affiliate

  271   621 

Equity in (earnings) loss from affiliate

  (331

)

  264 

Adoption of accounting standard (Note 2)

  485   - 

Changes in other current operating items:

                

Receivables

  (3,065

)

  8,251   (8,854

)

  3,191 

Prepaid expenses and other

  3,044   1,419   (66

)

  1,672 

Accounts payable and accrued liabilities

  1,192   2,617   7,604   (670

)

Insurance and claims accruals

  5,757   1,526   (603

)

  2,371 

Net cash provided by operating activities

  94,710   104,270   67,375   65,220 
                

Cash flows used for investing activities:

                

Revenue equipment additions

  (135,010

)

  (111,503

)

  (85,325

)

  (76,210

)

Proceeds from revenue equipment dispositions

  53,586   48,097   31,954   31,304 

Buildings and land, office equipment and other additions

  (2,557

)

  (5,416

)

  (5,788

)

  (2,034

)

Proceeds from buildings and land, office equipment and other dispositions

  -   13 

Other

  (34

)

  (33

)

  (18

)

  (25

)

Net cash used for investing activities

  (84,015

)

  (68,842

)

  (59,177

)

  (46,965

)

                

Cash flows used for financing activities:

                

Borrowings under credit facility and long-term debt

  30,816   130,128   -   30,816 

Repayment of borrowings under credit facility and long-term debt

  (38,702

)

  (159,446

)

  -   (38,702

)

Repurchase and retirement of common stock

  -   (7,513

)

Dividends on common stock

  (2,999

)

  (2,436

)

  (2,731

)

  (1,635

)

Issuance of common stock from share-based payment arrangement exercises

  962   3,508   849   883 

Employee taxes paid in exchange for shares withheld

  (47

)

  (127

)

  (104

)

  (47

)

Change in checks issued in excess of cash balances

  -   199 

Cash in lieu of fractional shares from stock split

  (54

)

  - 

Net cash used for financing activities

  (10,024

)

  (35,687

)

  (1,986

)

  (8,685

)

                

Net change in cash and cash equivalents

  671   (259

)

  6,212   9,570 
                

Cash and cash equivalents:

                

Beginning of period

  488   434   15,791   488 

End of period

 $1,159  $175  $22,003  $10,058 
                

Supplemental non-cash disclosure:

                

Change in property and equipment not yet paid

 $(3,244

)

 $9,281  $(2,790

)

 $3,156 
                

Supplemental disclosure of cash flow information:

                

Cash paid (received) for:

        

Cash paid for:

        

Income taxes

 $11,031  $(2,595

)

 $848  $7,892 

Interest

 $41  $174  $20  $29 

 

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

  


 

MARTEN TRANSPORT, LTD.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NINESIX MONTHS ENDED SEPTEMBERJUNE 30 30, 2017, 2018

(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 20162017 Annual Report on Form 10-K.

(2) Adoption of New Accounting Standard

 

(2) Earnings per Common ShareWe account for our revenue in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 606, Revenue from Contracts with Customers, which we adopted on January 1, 2018 using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as an increase of $485,000 to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. We expect the impact of the adoption of the new revenue standard to be immaterial to our net income and financial position on an ongoing basis.

 

BasicThe new revenue standard requires us to recognize revenue 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)

 

2017

  

2016

  

2017

  

2016

 

Numerator:

                

Net income

 $7,855  $8,437  $25,210  $25,161 

Denominator:

                

Basic earnings per common share - weighted-average shares

  54,517   54,218   54,479   54,126 

Effect of dilutive stock options

  373   308   324   296 

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

  54,890   54,526   54,803   54,422 
                 

Basic earnings per common share

 $0.14  $0.16  $0.46  $0.46 

Diluted earnings per common share

 $0.14  $0.15  $0.46  $0.46 

Options totaling 142,502related expenses within each of our four reporting segments over time, compared with our former policy in which we recorded revenue and 419,170 equivalent shares forrelated expenses on the three-month and nine-month periods ended September 30, 2017, and 413,333 and 573,333 equivalent shares for the three-month and nine-month periods ended September 30, 2016, respectively, were outstanding but were not included in the calculationdate shipment 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.freight was completed.

 

Unvested performance unit awards totaling 118,650 equivalent shares for eachThe cumulative effect of the three-month and nine-month periods ended September 30, 2017, and 70,905 equivalent shareschanges made to our consolidated condensed balance sheet on January 1, 2018 for eachthe adoption of the three-month and nine-month periods ended September 30, 2016, 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.new revenue standard was as follows:

 

(3) Stock Split

 

 

(In thousands)

 

 

Balance at

December 31, 2017

  

Adjustments Due to

ASC 606

  

 

Balance at

January 1, 2018

 

Assets:

            

Prepaid expenses and other

 $19,810  $2,445(a) $22,255 

Liabilities:

            

Accounts payable and accrued liabilities

  38,100   1,960   40,060 

Stockholders’ equity:

            

Retained earnings

  448,542   485   449,027 

 

On July 7, 2017, we effected a five-for-three stock split of our common stock, $.01 par value, in the form of a 66 ⅔% stock dividend. Our consolidated condensed financial statements, related notes, and other financial data contained in this report have been adjusted to give retroactive effect to the stock split for all periods presented.

(a)

Contract assets balance at January 1, 2018.

 


 

(4) Long-Term Debt

We maintain a credit agreement that provides for an unsecured committed credit facility which matures in December 2019. In April 2016, we elected to reduce the aggregate principal amountThe impact of the facility from $75.0 million to $30.0 million. In December 2016, we entered into an amendment to the facility which increased the aggregate principal amount to $40.0 million. At September 30, 2017, 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 $12.9 million and remaining borrowing availability of $27.1 million. At December 31, 2016, there was an outstanding principal balance of $7.9 million and $11.2 million of outstanding standby letters of credit on the facility. This facility bears interest at a variable rate based on the London Interbank Offered Rate or the lender’s Prime Rate, in each case plus/minus applicable margins. The weighted average interest rate for the facility was 1.46% at December 31, 2016.

Our credit facility prohibits us from paying, in any fiscal year, stock redemptions and dividends in excess of 25% of our net income from the prior fiscal year. A waiveradoption of the 25% limitation for 2016new revenue standard on our consolidated condensed statement of operations and balance sheet was obtained from the lender. This facility also contains 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, 2017 and December 31, 2016.

(5) Related Party Transactions

We purchase fuel and tires and obtain related services from Bauer Built, Inc., or BBI. Jerry M. Bauer, one of our directors, is the chairman of the board, chief executive officer and the principal stockholder of BBI. We paid BBI $246,000 in the first nine months of 2017 and $278,000 in the first nine months of 2016 for fuel, tires and related services. In addition, we paid $1.9 million in the first nine months of 2017 and $1.5 million in the first nine months of 2016 to tire manufacturers for tires that were provided by BBI. BBI received commissions from the tire manufacturers related to these purchases.

We provide transportation services to MW Logistics, LLC (MWL) as described in Note 9.

(6) Share Repurchase Program

In December 2007, our Board of Directors approved and we announced a share repurchase program to repurchase up to one million shares of our common stock either through purchases on the open market or through private transactions and in accordance with Rule 10b-18 of the Exchange Act. In November 2015, our Board of Directors approved and we announced an increase in the share repurchase program, providing for the repurchase of up to $40 million, or approximately 2 million shares, of our common stock, which was increased by our Board of Directors to 3.3 million shares on August 15, 2017 to reflect the five-for-three stock split effected in the form of a stock dividend on July 7, 2017. 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 759,302 shares of our common stock for $7.5 million in the first quarter of 2016 and did not repurchase any shares in the last three quarters of 2016 or the first three quarters of 2017. In the fourth quarter of 2015 we repurchased and retired 1.6 million shares of our common stock for $16.2 million.

(7) Dividends

In 2010, we announced that our Board of Directors approved a regular cash dividend program to our stockholders, subject to approval each quarter. Quarterly cash dividends of $0.015 per share of common stock were declared in each of the first two quarters of 2017 along with dividends of $0.025 in the third quarter of 2017, which totaled $3.0 million in the first nine months of the year. Quarterly cash dividends of $0.015 per share of common stock were declared in each of the first three quarters of 2016 and totaled $2.4 million.follows:

 


  

Three Months Ended June 30, 2018

 

 

 

(In thousands)

 

Prior to

Adoption of

ASC 606

  

Adjustments

Due to

ASC 606

  

 

 

As Reported

 
             

Operating revenue

 $197,113  $(89

)

 $197,024 

Operating expenses:

            

Salaries, wages and benefits

  63,262   (12

)

  63,250 

Purchased transportation

  35,106   (58

)

  35,048 

Fuel and fuel taxes

  31,740   2   31,742 

Supplies and maintenance

  10,300   (49

)

  10,251 

Income taxes expense

  4,652   7   4,659 

Net income

  13,681   21   13,702 

 

(8) Accounting for Share-based Payment Arrangement Compensation/Excess Tax Benefit Reclassification

  

Six Months Ended June 30, 2018

 

 

 

(In thousands)

 

Prior to

Adoption of

ASC 606

  

Adjustments

Due to

ASC 606

  

 

 

As Reported

 
             

Operating revenue

 $384,168  $(184

)

 $383,984 

Operating expenses:

            

Salaries, wages and benefits

  122,020   52   122,072 

Purchased transportation

  69,929   145   70,074 

Fuel and fuel taxes

  60,783   3   60,786 

Supplies and maintenance

  20,711   (24

)

  20,687 

Income taxes expense

  8,211   (100

)

  8,111 

Net income

  24,293   (260

)

  24,033 

  

Balance at June 30, 2018

 

 

 

(In thousands)

 

Prior to

Adoption of

ASC 606

  

Adjustments

Due to

ASC 606

  

 

 

As Reported

 

Assets:

            

Prepaid expenses and other

 $17,615  $2,261(a) $19,876 

Liabilities:

            

Accounts payable and accrued liabilities

  43,746   2,036   45,782 

Stockholders’ equity:

            

Retained earnings

  470,104   225   470,329 

(a)

Contract assets balance at June 30, 2018.

(3) Revenue and Business Segments

 

We account for share-based payment arrangementsour revenue in accordanceaccordance with Financial Accounting Standards Board Accounting Standards Codification, or FASB ASC 718,606, Compensation – Stock CompensationRevenue from Contracts with Customers. During the first nine months of 2017, 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 2017 and 2016 was $916,000 and $741,000, respectively. See Note 11 to our consolidated financial statements in our 2016 Annual Report, which we adopted on Form 10-K for a detailed description of stock-based awards.

Effective January 1, 2017, we adopted2018 using the provisions of Accounting Standards Update No. 2016-09, “Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting” which simplifies several aspects of the accounting for share-based payment transactions. The adoption of this standard resulted in a $152,000 decrease to our provision for income taxes in the first nine months of 2017, as the actual increase in our stock price exceeded the grant-date fair value of the period’s exercised options and vested performance unit awards. Excess tax benefits were recognized in additional paid-in capital through 2016. This standard also changes the classification of excess tax benefits in the statements of cash flows.modified retrospective method. We retrospectively reclassified $129,000 of excess tax benefits for the first nine months of 2016 from a financing to operating activity within our 2017 consolidated condensed statements of cash flows.

(9) Equity Investment

We own a 45% equity interest in MWL, a third-party provider of logistics services to the transportation industry. A non-related party owns the other 55% equity interest in MWL. We account for our ownership interest in MWL under the equity method of accounting. We received $810,000 and $1.1 million of our revenue for loads transported by our tractors and arranged by MWL in the first nine months of 2017 and 2016, respectively. As of September 30, 2017, we also had a trade receivable in the amount of $172,000 from MWL and an accrued liability of $361,000 to MWL for the excess of payments by MWL’s customers into our lockbox account over the amounts drawn on the account by MWL.

(10) 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.

(11) Commitments and Contingencies

We are committed to purchase $11.6 million of new revenue equipment and have a building purchase obligation of $3.4 million through the remainder of 2017. Operating lease obligations through 2020 total $196,000.

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.


(12) Business Segments

We aggregatecombine 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 ASC 606.

 

The primary source of our operating revenue is provided by our Truckload segment through 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 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.

Our Intermodal segment transports our customers’ freight within the United States utilizing our temperature-controlled trailers on railroad flatcars for portions of trips, with the balance of the trips using our tractors or, to a lesser extent, contracted carriers.

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 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,

 

(Dollars in thousands)

 

2017

  

2016

  

2017

  

2016

 

Operating revenue:

                

Truckload revenue, net of fuel surcharge revenue

 $81,836  $85,469  $251,127  $253,514 

Truckload fuel surcharge revenue

  10,172   9,726   31,453   25,771 

Total Truckload revenue

  92,008   95,195   282,580   279,285 
                 

Dedicated revenue, net of fuel surcharge revenue

  39,154   37,669   114,654   109,833 

Dedicated fuel surcharge revenue

  2,995   2,967   9,274   7,175 

Total Dedicated revenue

  42,149   40,636   123,928   117,008 
                 

Intermodal revenue, net of fuel surcharge revenue

  17,423   16,381   51,111   48,353 

Intermodal fuel surcharge revenue

  2,472   1,979   7,085   4,990 

Total Intermodal revenue

  19,895   18,360   58,196   53,343 
                 

Brokerage revenue

  16,627   16,273   50,645   48,847 

Total operating revenue

 $170,679  $170,464  $515,349  $498,483 
                 

Operating income:

                

Truckload

 $5,764  $6,509  $19,249  $20,400 

Dedicated

  4,514   5,505   14,075   14,963 

Intermodal

  1,588   1,645   5,777   5,396 

Brokerage

  1,156   1,210   3,428   3,011 

Total operating income

 $13,022  $14,869  $42,529  $43,770 


In the three-month periods ended September 30, 2017 and 2016, Truckload segment depreciation expense was $14.1 million in each period, Dedicated segment depreciation expense was $5.6 million and $5.2 million, Intermodal segment depreciation expense was $1.2 million and $995,000, and Brokerage segment depreciation expense was $328,000 and $400,000, respectively. Truckload segment depreciation expense was $43.1 million and $41.7 million, Dedicated segment depreciation expense was $16.4 million and $15.3 million, Intermodal segment depreciation expense was $3.4 million and $2.9 million, and Brokerage segment depreciation expense was $1.0 million and $1.3 million, in the nine-month periods ended September 30, 2017 and 2016, respectively.

(13) 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.

(14) Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The FASB has also issued, along with other additional guidance related to revenue recognition matters, Accounting Standards Update No. 2016-08, “Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue Gross versus Net).” The standards, which are effective for the first quarter of 2018, will replace most existing revenue recognition guidance required by U.S. generally accepted accounting principles and will require additional disclosures. The standards permit the use of either full retrospective application to each prior reporting period presented or modified retrospective application with the cumulative effect of initially applying the standards recognized at the date of adoption. We will adopt the standards effective January 1, 2018 and currently anticipate using the modified retrospective method. We are still evaluating the quantitative impact adoption will have on our consolidated condensed balance sheets, statements of operations and statements of cash flows, along with the additional required disclosures. The new standards will require us to recognize revenue and related expenses within each of our four segments over time, compared with our current policy in which we record revenue and related expenses on the date shipment of freight is completed. Our current policy in which 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 is appropriate under the new standards.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases” which requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance also requires additional disclosures related to leasing transactions. The standard is effective for the first quarter of 2019. The adoption of this standard is not expected to have a significant impact on our consolidated condensed balance sheets, statements of operations or statements of cash flows.


Item 2. Management’s 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 1, Item 1A for the year ended December 31, 2016. We do not assume, and specifically disclaim, any obligation to update any forward-looking statement contained in this report.

Overview

The primary source of our operating revenue is provided by our Truckload segment through 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 Dedicated segment provides customized transportation solutions tailored to meet individual customerscustomers’ 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 TruckloadTruckload and Dedicated services. We also derive Truckload and Dedicated revenue from fuel surcharges, loading and unloading activities, equipment detention and other ancillary 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 IntermodalIntermodal segment transports our customers’ freight within the United States utilizing our temperature-controlled trailers 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 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.

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 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 ancillary 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 are classified within prepaid expenses and other within our consolidated condensed balance sheet as of June 30, 2018. We had no impairment losses on contract assets in the six months ended June 30, 2018. 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.


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

  

Six Months

 
  

Ended June 30,

  

Ended June 30,

 

(In thousands)

 

2018

  

2017

  

2018

  

2017

 

Operating revenue:

                

Truckload revenue, net of fuel surcharge revenue

 $80,525  $84,480  $160,741  $169,291 

Truckload fuel surcharge revenue

  13,879   10,434   26,680   21,281 

Total Truckload revenue

  94,404   94,914   187,421   190,572 
                 

Dedicated revenue, net of fuel surcharge revenue

  47,232   38,601   89,596   75,500 

Dedicated fuel surcharge revenue

  9,739   2,901   16,208   6,279 

Total Dedicated revenue

  56,971   41,502   105,804   81,779 
                 

Intermodal revenue, net of fuel surcharge revenue

  21,291   16,877   42,099   33,688 

Intermodal fuel surcharge revenue

  4,179   2,238   8,023   4,613 

Total Intermodal revenue

  25,470   19,115   50,122   38,301 
                 

Brokerage revenue

  20,179   15,980   40,637   34,018 

Total operating revenue

 $197,024  $171,511  $383,984  $344,670 
                 

Operating income:

                

Truckload

 $8,689  $7,511  $15,504  $13,485 

Dedicated

  5,584   5,074   8,072   9,561 

Intermodal

  2,512   2,040   5,490   4,189 

Brokerage

  1,438   944   2,751   2,272 

Total operating income

 $18,223  $15,569  $31,817  $29,507 

Truckload segment depreciation expense was $13.1 million and $14.4 million, Dedicated segment depreciation expense was $7.4 million and $5.4 million, Intermodal segment depreciation expense was $1.4 million and $1.1 million, and Brokerage segment depreciation expense was $300,000 and $344,000, in the three-month periods ended June 30, 2018 and 2017, respectively.

Truckload segment depreciation expense was $26.6 million and $29.0 million, Dedicated segment depreciation expense was $14.1 million and $10.8 million, Intermodal segment depreciation expense was $2.7 million and $2.2 million, and Brokerage segment depreciation expense was $623,000 and $678,000 in the six-month periods ended June 30, 2018 and 2017, respectively.

(4) Earnings per Common Share

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

  

Three Months

  

Six Months

 
  

Ended June 30,

  

Ended June 30,

 

(In thousands, except per share amounts)

 

2018

  

2017

  

2018

  

2017

 

Numerator:

                

Net income

 $13,702  $9,141  $24,033  $17,355 

Denominator:

                

Basic earnings per common share - weighted-average shares

  54,613   54,493   54,592   54,459 

Effect of dilutive stock options

  513   309   523   313 

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

  55,126   54,802   55,115   54,772 
                 

Basic earnings per common share

 $0.25  $0.17  $0.44  $0.32 

Diluted earnings per common share

 $0.25  $0.17  $0.44  $0.32 


Options totaling 17,000 equivalent shares for each of the three-month and six-month periods ended June 30, 2018, and 373,667 and 380,000 equivalent shares for the three-month and six-month periods ended June 30, 2017, 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 109,255 equivalent shares for each of the three-month and six-month periods ended June 30, 2018, and 132,305 equivalent shares for each of the three-month and six-month periods ended June 30, 2017, 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.

(5) Stock Split

On July 7, 2017, we effected a five-for-three stock split of our common stock, $.01 par value, in the form of a 66 ⅔% stock dividend. Our consolidated condensed financial statements, related notes, and other financial data contained in this report have been adjusted to give retroactive effect to the stock split for all periods presented.

(6) Third Amendment to Amended and Restated Certificate of Incorporation

In May 2018, our stockholders approved our Third Amendment to Amended and Restated Certificate of Incorporation increasing the authorized number of shares of common stock, $.01 par value, from 96 million shares to 192 million shares.

(7) Long-Term Debt

We maintain a credit agreement that provides for an unsecured committed credit facility up to an aggregate principal amount of $40.0 million which matures in December 2019. At June 30, 2018, 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 $14.6 million and remaining borrowing availability of $25.4 million. At December 31, 2017, there was also no outstanding principal balance on the facility. As of that date, we had outstanding standby letters of credit of $12.9 million on the facility. This facility bears interest at a variable rate based on the London Interbank Offered Rate or the lender’s Prime Rate, in each case plus/minus applicable margins. The interest rate for the facility that would apply to outstanding principal balances was 2.8% at June 30, 2018.

Our credit facility prohibits us from paying, in any fiscal year, stock redemptions and dividends in excess of 25% of our net income from the prior fiscal year. This facility also contains 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 June 30, 2018 and December 31, 2017.

(8) Related Party Transactions

We purchase fuel and tires and obtain related services from Bauer Built, Inc., or BBI. Jerry M. Bauer, one of our directors, is the chairman of the board, chief executive officer and the principal stockholder of BBI. We paid BBI $188,000 in the first six months of 2018 and $182,000 in the first six months of 2017 for fuel, tires and related services. In addition, we paid $1.4 million in the first six months of 2018 and $1.5 million in the first six months of 2017 to tire manufacturers for tires that were provided by BBI. BBI received commissions from the tire manufacturers related to these purchases.

We provide transportation services to MW Logistics, LLC (MWL) as described in Note 12.


(9) Share Repurchase Program

In December 2007, our Board of Directors approved and we announced a share repurchase program to repurchase up to one million shares of our common stock either through purchases on the open market or through private transactions and in accordance with Rule 10b-18 of the Exchange Act. In November 2015, our Board of Directors approved and we announced an increase in the share repurchase program, providing for the repurchase of up to $40 million, or approximately two million shares, of our common stock, which was increased by our Board of Directors to 3.3 million shares on August 15, 2017 to reflect the five-for-three stock split effected in the form of a stock dividend on July 7, 2017. 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 did not repurchase any shares in 2017 or in the first six months of 2018. As of June 30, 2018, future repurchases of up to $16.3 million, or 1.0 million shares, were available in the share repurchase program.

(10) 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 $0.025 per share of common stock was declared in each of the first two quarters of 2018 and totaled $2.7 million. A quarterly cash dividend of $0.015 per share of common stock was declared in each of the first two quarters of 2017 and totaled $1.6 million.

(11) Accounting for Share-based Payment Arrangement Compensation

We account for share-based payment arrangements in accordance with FASB ASC 718, Compensation – Stock Compensation. During the first six months of 2018, 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 six months of 2018 and 2017 was $1.2 million and $730,000, respectively.

(12) Equity Investment

We own a 45% equity interest in MWL, a third-party provider of logistics services to the transportation industry. A non-related party owns the other 55% equity interest in MWL. We account for our ownership interest in MWL under the equity method of accounting. We received $3.2 million and $384,000 of our revenue for loads transported by our tractors and arranged by MWL in the first six months of 2018 and 2017, respectively. As of June 30, 2018, we also had a trade receivable in the amount of $1.0 million from MWL and an accrued liability of $1.7 million to MWL for the excess of payments by MWL’s customers into our lockbox account over the amounts drawn on the account by MWL.

(13) 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.  

(14) Commitments and Contingencies

We are committed to purchase $55.6 million of new revenue equipment through the remainder of 2018. Operating lease obligations through 2021 total $571,000.

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.


(15) 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.

(16) Recent Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases” which requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance also requires additional disclosures related to leasing transactions. The standard is effective for the first quarter of 2019. The adoption of this standard is not expected to have a significant impact on our consolidated condensed balance sheets, statements of operations or statements of cash flows.


Item 2. Management’s 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 1, Item 1A for the year ended December 31, 2017. We do not assume, and specifically disclaim, any obligation to update any forward-looking statement contained in this report.

Overview

The primary source of our operating revenue is provided by our Truckload segment through 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 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 ancillary 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 temperature-controlled trailers 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.

 

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.

 

Our operatingoperating revenue increased $16.9$39.3 million, or 3.4%11.4%, infrom the first ninesix months of 2017.2017 to the first six months of 2018. Our operating revenue, net of fuel surcharges, increased $7.0$20.6 million, or 1.5%6.6%, compared with the first ninesix months of 2016.2017. Truckload segment revenue, net of fuel surcharges, decreased 0.9%5.1% from the first ninesix months of 2016,2017, primarily due to a reduction in our average number of tractors, partially offset by an increase in our average revenue per tractor. Dedicated segment revenue, net of fuel surcharges, increased 4.4%18.7% from the first ninesix months of 2016,2017, primarily due to fleet growth anddriven by an increase in the number of Dedicated contracts we have with our average revenue per tractor.customers. Intermodal segment revenue, net of fuel surcharges, increased 5.7%25.0% due to increased volume and Brokerage segment revenue increased 3.7%19.5% due to increased revenue per load in the first ninesix months of 2017.2018. Fuel surcharge revenue increased to $47.8$50.9 million in the first ninesix months of 20172018 from $37.9$32.2 million in the first ninesix months of 20162017 primarily due to highera shift of a portion of line haul revenue to fuel prices.

surcharge revenue which began in the first quarter of 2018 as a result of a change in our agreements with a number of customers. The change reduced our revenue excluding fuel surcharges by $5.4 million in the first six months of 2018 and increased our fuel surcharge revenue by the same amount. Higher fuel prices also increased our fuel surcharge revenue.

 


 

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 expenses as a percentage of operating revenue, or operating“operating ratio,” increased towas 91.7% in the first ninesix months of 2017 from 91.2%2018 and 91.4% in the first ninesix months of 2016.2017. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, was 90.9%90.4% in the first ninesix months of 20172018 and 90.5%90.6% in the first ninesix months of 2016.2017. Our net income was $25.2increased 38.5% to $24.0 million, or $0.46$0.44 per diluted share, in the first ninesix months of both 2017 and 2016.2018 from $17.4 million, or $0.32 per diluted share, in the first six months of 2017.

 

Our business requires substantial, ongoing capital investments, particularly for new tractors and trailers.trailers. At SeptemberJune 30, 2017,2018, we had $1.2$22.0 million of cash and cash equivalents, $461.3$549.2 million in stockholders’ equity and no long-term debt outstanding. In the first ninesix months of 2017,2018, net cash flows provided by operating activities of $94.7$67.4 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $81.4$53.4 million, to repay, net of borrowings, $7.9 million of long-term debt, to pay cash dividends of $3.0 million,acquire and to partially constructupgrade regional operating facilities in the amount of $1.6 million.$5.0 million, and to pay cash dividends of $2.7 million, resulting in a $6.2 million increase in cash and cash equivalents. We estimate that capital expenditures, net of proceeds from dispositions, will be approximately $22$65 million for the remainder of 2017.2018. 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.

 

Our business strategy encompasses a multifaceted set of transportation service solutions, primarily regional Truckload temperature-controlled operations along with Dedicated, Intermodal and Brokerage services, with a diverse customer base thatthat gains value from and expands each of these operating segments. We believe that we are well-positioned regardless of the economic environment with the services we provide combined with our competitive position, cost control emphasis, modern fleet and strong balance sheet.

 

This Management’sManagement’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.

 

Stock Split

 

On July 7, 2017,, we effected a five-for-three stock split of our common stock, $.01 par value, in the form of a 66 ⅔% stock dividend. Our consolidated condensed financial statements, related notes, and other financial data contained in this report have been adjusted to give retroactive effect to the stock split for all periods presented.

 


 

Results of Operations

 

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

 

 

Three Months

  

Nine Months

 

 

Three Months

 

Six Months

 

 

Ended September 30,

  

Ended September 30,

 

 

Ended June 30,

 

Ended June 30,

 

 

2017

  

2016

  

2017

  

2016

 

 

   2018

 

2017

 

2018

 

2017

 

Truckload Segment:

                

 

 

 

 

 

 

 

 

 

Revenue (in thousands)

 $92,008  $95,195  $282,580  $279,285 

 

$

94,404

 

$

94,914

 

$

187,421

 

$

190,572

 

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

 $3,484  $3,440  $3,455  $3,417 

 

$

3,795

 

$

3,467

 

$

3,736

 

$

3,441

 

Average tractors(1)

  1,787   1,890   1,863   1,896 

 

1,632

 

1,875

 

1,664

 

1,903

 

Average miles per trip

  592   617   598   628 

 

568

 

589

 

585

 

602

 

Total miles (in thousands)

  43,340   46,734   135,136   137,495 

 

39,502

 

45,736

 

80,084

 

91,796

 

                

 

 

 

 

 

 

 

 

 

Dedicated Segment:

                

 

 

 

 

 

 

 

 

 

Revenue (in thousands)

 $42,149  $40,636  $123,928  $117,008 

 

$

56,971

 

$

41,502

 

$

105,804

 

$

81,779

 

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

 $3,441  $3,471  $3,463  $3,426 

 

$

3,282

 

$

3,488

 

$

3,275

 

$

3,475

 

Average tractors(1)

  866   826   849   819 

 

1,107

 

851

 

1,058

 

840

 

Average miles per trip

  299   295   297   304 

 

300

 

292

 

299

 

296

 

Total miles (in thousands)

  19,705   19,035   57,641   56,507 

 

23,747

 

19,357

 

44,882

 

37,936

 

                

 

 

 

 

 

 

 

 

 

Intermodal Segment:

                

 

 

 

 

 

 

 

 

 

Revenue (in thousands)

 $19,895  $18,360  $58,196  $53,343 

 

$

25,470

 

$

19,115

 

$

50,122

 

$

38,301

 

Loads

  10,265   9,223   29,642   26,674 

 

10,622

 

9,793

 

21,359

 

19,377

 

Average tractors

  78   75   79   76 

 

91

 

81

 

86

 

79

 

                

 

 

 

 

 

 

 

 

 

Brokerage Segment:

                

 

 

 

 

 

 

 

 

 

Revenue (in thousands)

 $16,627  $16,273  $50,645  $48,847 

 

$

20,179

 

$

15,980

 

$

40,637

 

$

34,018

 

Loads

  11,672   12,416   36,604   36,795 

 

12,120 

 

11,578 

 

24,009 

 

24,932 

 

 

(1)

Includes tractors driven by both company-employed driversdrivers and independent contractors. Independent contractors provided 6352 and 7263 tractors as of SeptemberJune 30, 2018 and 2017, and 2016, respectively.

 


Comparison of Three Months Ended SeptemberJune 30 30, 2017, 2018 to Three Months Ended September June 3030, 2016, 2017

 

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

          

Dollar

  

Percentage

 
         

Change

  

Change

          

Change

  

Change

 
 

Three Months

Ended

  

Three Months

Ended

  

Three Months

Ended

  

Three Months

Ended

  

Three Months

Ended

  

Three Months

Ended

 
 

September 30,

  

September 30,

  

September 30,

  

June 30,

  

June 30,

  

June 30,

 

(Dollars in thousands)

 

2017

  

2016

  

2017 vs. 2016

  

2017 vs. 2016

  

2018

  

2017

  

2018 vs. 2017

  

2018 vs. 2017

 

Operating revenue:

                                

Truckload revenue, net of fuel surcharge revenue

 $81,836  $85,469  $(3,633

)

  (4.3

)%

 $80,525  $84,480  $(3,955

)

  (4.7

)%

Truckload fuel surcharge revenue

  10,172   9,726   446   4.6   13,879   10,434   3,445   33.0 

Total Truckload revenue

  92,008   95,195   (3,187

)

  (3.3

)

  94,404   94,914   (510

)

  (0.5

)

                                

Dedicated revenue, net of fuel surcharge revenue

  39,154   37,669   1,485   3.9   47,232   38,601   8,631   22.4 

Dedicated fuel surcharge revenue

  2,995   2,967   28   0.9   9,739   2,901   6,838   235.7 

Total Dedicated revenue

  42,149   40,636   1,513   3.7   56,971   41,502   15,469   37.3 
                                

Intermodal revenue, net of fuel surcharge revenue

  17,423   16,381   1,042   6.4   21,291   16,877   4,414   26.2 

Intermodal fuel surcharge revenue

  2,472   1,979   493   24.9   4,179   2,238   1,941   86.7 

Total Intermodal revenue

  19,895   18,360   1,535   8.4   25,470   19,115   6,355   33.2 
                                

Brokerage revenue

  16,627   16,273   354   2.2   20,179   15,980   4,199   26.3 
                                

Total operating revenue

 $170,679  $170,464  $215   0.1

%

 $197,024  $171,511  $25,513   14.9

%

                                

Operating income:

                                

Truckload

 $5,764  $6,509  $(745

)

  (11.4

)%

 $8,689  $7,511  $1,178   15.7

%

Dedicated

  4,514   5,505   (991

)

  (18.0

)

  5,584   5,074   510   10.1 

Intermodal

  1,588   1,645   (57

)

  (3.5

)

  2,512   2,040   472   23.1 

Brokerage

  1,156   1,210   (54

)

  (4.5

)

  1,438   944   494   52.3 

Total operating income

 $13,022  $14,869  $(1,847

)

  (12.4

)%

 $18,223  $15,569  $2,654   17.0

%

                                

Operating ratio(1):

                                

Truckload

  93.7

%

  93.2

%

          90.8

%

  92.1

%

        

Dedicated

  89.3   86.5         

Intermodal

  92.0   91.0         

Brokerage

  93.0   92.6         

Dedicated

  90.2   87.8         

Intermodal

  90.1   89.3         

Brokerage

  92.9   94.1         

Consolidated operating ratio

  92.4

%

  91.3

%

          90.8

%

  90.9

%

        

 

(1)

Represents operating expenses as a percentage of operating revenue.

 

Our operating revenue increased $215,000,$25.5 million, or 0.1%14.9%, to $170.7$197.0 million in the 20172018 period from $170.5$171.5 million in the 20162017 period. Our operating revenue, net of fuel surcharges, decreased $752,000,increased $13.3 million, or 0.5%8.5%, to $155.0$169.2 million in the 2018 period from $155.9 million in the 2017 period from $155.8 million in the 2016 period. This decreaseincrease was due to a $3.6 million decrease in Truckload revenue, net of fuel surcharges, partially offset by a $1.5an $8.6 million increase in Dedicated revenue, net of fuel surcharges, a $1.0$4.4 million increase in Intermodal revenue, net of fuel surcharges, and a $354,000$4.2 million increase in Brokerage revenue.revenue, partially offset by a $4.0 million decrease in Truckload revenue, net of fuel surcharges. Fuel surcharge revenue increased to $27.8 million in the 2018 period from $15.6 million in the 2017 period from $14.7primarily due to a shift of a portion of line haul revenue to fuel surcharge revenue which began in the first quarter of 2018 as a result of a change in our agreements with a number of customers. The change reduced our revenue excluding fuel surcharges by $3.8 million in the 20162018 period due to higherand increased our fuel prices.surcharge revenue by the same amount. Higher fuel prices also increased our fuel surcharge revenue.


 

Truckload segment revenue decreased $3.2 million,$510,000, or 3.3%0.5%, to $92.0$94.4 million in the 20172018 period from $95.2$94.9 million in the 20162017 period. Truckload segment revenue, net of fuel surcharges, decreased $3.6$4.0 million, or 4.3%4.7%, to $81.8$80.5 million in the 20172018 period from $85.5$84.5 million in the 20162017 period, primarily due to a reduction in our average number of tractors, and the negative impact of the recent hurricanes on our Texas and Southeast operations, partially offset by an increase in our average revenue per tractor. The increaseshift from line haul revenue to fuel surcharge revenue as a result of a change in our agreements with a number of customers decreased our Truckload revenue excluding fuel surcharges by $895,000, or $43 per tractor per week, in the 2018 period, and increased our fuel surcharge revenue by the same amount. The improvement in the operating ratio in the 20172018 period was primarily due to an increase in insurance and claims expense and the negative impact of the recent hurricanes, partially offset by the increase in our average revenue per tractor.tractor driven by increased rates with our customers.


 

Dedicated segment revenue increased $1.5$15.5 million, or 3.7%37.3%, to $42.1$57.0 million in the 20172018 period from $40.6$41.5 million in the 20162017 period. Dedicated segment revenue, net of fuel surcharges, increased 3.9%22.4% primarily due to fleet growth.growth driven by an increase in the number of Dedicated contracts we have with our customers. The shift from line haul revenue to fuel surcharge revenue as a result of a change in our agreements with a number of customers decreased our Dedicated revenue excluding fuel surcharges by $2.9 million, or $200 per tractor per week, in the 2018 period, and increased our fuel surcharge revenue by the same amount. The increase in the operating ratio for our Dedicated segment was primarily due to an increase in insurance and claims expense.bonus compensation expense for our non-driver employees along with increased driver recruitment costs.

 

Intermodal segment revenue increased $1.5$6.4 million, or 8.4%33.2%, to $19.9$25.5 million in the 20172018 period from $18.4$19.1 million in the 20162017 period. Intermodal segment revenue, net of fuel surcharges, increased 6.4%26.2% from the 20162017 period due to an increase in volume. The operating ratio in the 2018 period increased from the 2017 period primarily due to an increase in the amounts payable to railroads as a percentage of our revenue, partially offset by increased rates with our customers.

Brokerage segment revenue increased $4.2 million, or 26.3%, to $20.2 million in the 2018 period from $16.0 million in the 2017 period due to an increase in volume and rates with our customers. The improvement in the operating ratio in the 20172018 period was primarily due to an increase in depreciation expense.

Brokerage segment revenuethe increased $354,000, or 2.2%, to $16.6 million in the 2017 period from $16.3 million in the 2016 period due to an increase in revenue per load. The increase in the operating ratio in the 2017 period was primarily due to an increase in salaries and wages expense.rates with our customers along with multiple cost control measures.

 

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

  

Dollar

Change

  

Percentage

Change

  

Percentage of

Operating Revenue

 
 

Three Months

Ended

September 30,

  

Three Months

Ended

September 30,

  

Three Months

Ended

September 30,

  

Three Months

Ended

June 30,

  

Three Months

Ended

June 30,

  

Three Months

Ended

June 30,

 

(Dollars in thousands)

 

2017 vs. 2016

  

2017 vs. 2016

  

2017

  

2016

  

2018 vs. 2017

  

2018 vs. 2017

  

2018

  

2017

 
                                

Operating revenue

 $215   0.1

%

  100.0

%

  100.0

%

 $25,513   14.9

%

  100.0

%

  100.0

%

Operating expenses (income):

                

Operating expenses (income):

                

Salaries, wages and benefits

  (3,496

)

  (6.1

)

  31.4   33.5   6,535   11.5   32.1   33.1 

Purchased transportation

  893   3.2   16.8   16.3   7,532   27.4   17.8   16.0 

Fuel and fuel taxes

  1,298   5.2   15.3   14.6   6,735   26.9   16.1   14.6 

Supplies and maintenance

  (1,237

)

  (10.6

)

  6.1   6.8 

Supplies and maintenance

  (290

)

  (2.8

)

  5.2   6.1 

Depreciation

  396   1.9   12.4   12.2   887   4.2   11.3   12.4 

Operating taxes and licenses

  17   0.7   1.4   1.3   112   5.0   1.2   1.3 

Insurance and claims

  3,142   38.3   6.6   4.8   93   1.1   4.5   5.2 

Communications and utilities

  (121

)

  (7.6

)

  0.9   0.9   160   10.8   0.8   0.9 

Gain on disposition of revenue equipment

  1,417   42.6   (1.1

)

  (2.0

)

  (289

)

  (15.4

)

  (1.1

)

  (1.1

)

Other

  (247

)

  (5.2

)

  2.6   2.8   1,384   33.4   2.8   2.4 

Total operating expenses

  2,062   1.3   92.4   91.3   22,859   14.7   90.8   90.9 

Operating income

  (1,847

)

  (12.4

)

  7.6   8.7   2,654   17.0   9.2   9.1 

Other

  (328

)

  (95.9

)

  -   0.2   (263

)

  (210.4

)

  (0.1

)

  0.1 

Income before income taxes

  (1,519

)

  (10.5

)

  7.6   8.5 

Provision for income taxes

  (937

)

  (15.4

)

  3.0   3.6 

Income before income taxes

  2,917   18.9   9.3   9.0 

Income taxes expense

  (1,644

)

  (26.1

)

  2.4   3.7 

Net income

 $(582

)

  (6.9

)%

  4.6

%

  4.9

%

 $4,561   49.9

%

  7.0

%

  5.3

%


 

Salaries, wages and benefits consist of compensation for our employees, including both driver and non-driver employees, employeesemployees’ 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 decreased $3.5increased $6.5 million, or 6.1%11.5%, in the 20172018 period from the 20162017 period. The decreaseincrease in salaries, wages and benefits from the 20162017 period resulted primarily from a decreasean increase in company driver compensation expense of $2.7 million, an increase in bonus compensation expense for our non-driver employees of $1.5 million, and an increase in employees’ health insurance expense of $1.8 million$738,000 due to a decreasean increase in our self-insured medical claims and a 3.8% decrease in the total miles driven by company drivers.claims.


 

Purchased transportation consists of amounts payable to railroads and carriers for transportation services we arrange in connection with BrokerageBrokerage 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 $893,000$7.5 million in total, or 3.2%27.4%, in the 20172018 period from the 20162017 period. Amounts payable to carriers for transportation services we arranged in our Brokerage segment increased $255,000$3.4 million to $13.8$16.8 million in the 20172018 period from $13.6$13.4 million in the 20162017 period, primarily due to an increase in brokerage revenue. Amounts payable to railroads and drayage carriers for transportation services within our Intermodal segment increased $949,000$4.3 million to $12.8$16.4 million in the 20172018 period from $11.9$12.1 million in the 20162017 period. This increase was primarily due to increased intermodal revenue. The portion of purchased transportation expense related to our independent contractors within our Truckload and Dedicated segments, including fuel surcharges, decreased $310,000$225,000 in the 20172018 period. We expect that purchased transportation expense will increase as we grow our Intermodal and Brokerage segments.

 

Fuel and fuel taxes increased by $1.3$6.7 million, or 5.2%26.9%, in the 20172018 period from the 20162017 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 $637,000,decreased $4.0 million, or 5.4%34.8%, to $12.5$7.4 million in the 20172018 period from $11.9$11.3 million in the 20162017 period. Fuel surcharges passed through to independent contractors, outside drayage carriers and railroads increased to $2.0$3.5 million from $1.7$1.9 million in the 20162017 period. Due toDespite an increase in the United States Department of Energy, or DOE, national average cost of fuel to $2.62$3.19 per gallon from $2.38$2.55 per gallon in the 20162017 period, net fuel expense increaseddecreased to 9.1%5.0% of Truckload, Dedicated and Intermodal segment revenue, net of fuel surcharges, from 8.5%8.1% in the 20162017 period. The net fuel expense to revenue improved primarily due to a $3.8 million shift during the 2018 period of a portion of line haul revenue to fuel surcharge revenue as a result of a change in our agreements with a number of customers. Increases in our miles per gallon and in our revenue rate per mile in the 2018 period further improved this ratio. 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 decreased $1.2 million,$290,000, or 10.6%2.8%, from the 20162017 period primarily due to decreased repair costs at external facilities.a decrease in our loading/unloading expense.

 

Depreciation relates to owned tractors, trailers, auxiliary power units, communication units, terminal facilities and other assets. The increase in depreciation was primarily due to a continued increase in the cost of revenue equipment. We expect our annual cost of tractor and trailer ownership will increase in future periods as a result of higher prices of new equipment, which will result in greater depreciation over the useful life.

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 $3.1 million increase in insurance and claims in the 2017 period was primarily due to increases in the cost of physical damage claims related to our tractors and trailers, in self-insured auto liability and workers’ compensation current and prior period claims, and in auto liability insurance premiums. 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.

 

Gain on disposition of revenue equipment decreased to $1.9was $2.2 million in the 2018 period and $1.9 million in the 2017 period from $3.3 million in the 2016 period primarily due to a decrease in the average gain for tractors and trailers within a soft equipment market. We expect our gain on disposition of revenue equipment to decrease to approximately $500,000 for the remainder of 2017.period. Future gains or losses on dispositions of revenue equipment will be impacted by the market for used revenue equipment, which is beyond our control.

 

As a result of the foregoing factors, our operating expenses as a percentage of operating revenue, or operating“operating ratio,” was 92.4%90.8% in the 20172018 period and 91.3%90.9% in the 20162017 period. The operating ratio for our Truckload segment was 93.7%90.8% in the 20172018 period and 93.2%92.1% in the 20162017 period, for our Dedicated segment was 89.3%90.2% in the 20172018 period and 86.5%87.8% in the 20162017 period, for our Intermodal segment was 92.0%90.1% in the 20172018 period and 91.0%89.3% in the 20162017 period, and for our Brokerage segment was 93.0%92.9% in the 20172018 period and 92.6%94.1% in the 20162017 period. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, was 91.6%89.2% in the 2018 period and 90.0% in the 2017 period and 90.5% in the 2016 period.

 


 

The increase in our non-operating income was primarily due to improved operating results in the 2018 period by MW Logistics, LLC, or MWL, a 45% owned affiliate.

Our effectiveeffective income tax rate decreased to 39.6%25.4% in the 2018 period from 40.8% in the 2017 period from 41.9% inprimarily due to the 2016 period. Thereduction of our federal income tax rate decrease was due in part to certain federal employment tax credits realized as a discrete item.under the Tax Cuts and Jobs Act of 2017.

 

As a result of the factorsfactors described above, net income was $7.9increased 49.9% to $13.7 million, or $0.14$0.25 per diluted share, in the 2018 period from $9.1 million, or $0.17 per diluted share, in the 2017 period and $8.4 million, or $0.15 per diluted share, in the 2016 period.

 

Comparison of NineSix Months Ended SeptemberJune 30, 2018 to Six Months Ended June 30, 2017 to Nine Months Ended September 30, 2016

 

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

          

Dollar

  

Percentage

 
     

 

 Change  

Change

          

Change

  

Change

 
 

Nine Months

Ended

  

Nine Months

Ended

  

Nine Months

Ended

  

Six Months

Ended

  

Six Months

Ended

  

Six Months

Ended

 
 

September 30,

  

September 30,

  

September 30,

  

June 30,

  

June 30,

  

June 30,

 

(Dollars in thousands)

 

2017

  

2016

  

2017 vs. 2016

  

2017 vs. 2016

  

2018

  

2017

  

2018 vs. 2017

  

2018 vs. 2017

 

Operating revenue:

                                

Truckload revenue, net of fuel surcharge revenue

 $251,127  $253,514  $(2,387

)

  (0.9

)%

 $160,741  $169,291  $(8,550

)

  (5.1

)%

Truckload fuel surcharge revenue

  31,453   25,771   5,682   22.0   26,680   21,281   5,399   25.4 

Total Truckload revenue

  282,580   279,285   3,295   1.2   187,421   190,572   (3,151

)

  (1.7

)

                                

Dedicated revenue, net of fuel surcharge revenue

  114,654   109,833   4,821   4.4   89,596   75,500   14,096   18.7 

Dedicated fuel surcharge revenue

  9,274   7,175   2,099   29.3   16,208   6,279   9,929   158.1 

Total Dedicated revenue

  123,928   117,008   6,920   5.9   105,804   81,779   24,025   29.4 
                                

Intermodal revenue, net of fuel surcharge revenue

  51,111   48,353   2,758   5.7   42,099   33,688   8,411   25.0 

Intermodal fuel surcharge revenue

  7,085   4,990   2,095   42.0   8,023   4,613   3,410   73.9 

Total Intermodal revenue

  58,196   53,343   4,853   9.1   50,122   38,301   11,821   30.9 
                                

Brokerage revenue

  50,645   48,847   1,798   3.7   40,637   34,018   6,619   19.5 
                                

Total operating revenue

 $515,349  $498,483  $16,866   3.4

%

 $383,984  $344,670  $39,314   11.4

%

                                

Operating income:

                                

Truckload

 $19,249  $20,400  $(1,151

)

  (5.6

)%

 $15,504  $13,485  $2,019   15.0

%

Dedicated

  14,075   14,963   (888

)

  (5.9

)

  8,072   9,561   (1,489

)

  (15.6

)

Intermodal

  5,777   5,396   381   7.1   5,490   4,189   1,301   31.1 

Brokerage

  3,428   3,011   417   13.8   2,751   2,272   479   21.1 

Total operating income

 $42,529  $43,770  $(1,241

)

  (2.8

)%

 $31,817  $29,507  $2,310   7.8

%

                                

Operating ratio(1):

                                

Truckload

  93.2

%

  92.7

%

          91.7

%

  92.9

%

        

Dedicated

  88.6   87.2         

Intermodal

  90.1   89.9         

Brokerage

  93.2   93.8         

Dedicated

  92.4   88.3         

Intermodal

  89.0   89.1         

Brokerage

  93.2   93.3         

Consolidated operating ratio

  91.7

%

  91.2

%

          91.7

%

  91.4

%

        

 

(1)(1)

Represents operating expenses as a percentage of operating revenue.

 


 

Our operating revenue increased $16.9$39.3 million, or 3.4%11.4%, to $515.3$384.0 million in the 20172018 period from $498.5$344.7 million in the 20162017 period. Our operating revenue, net of fuel surcharges, increased $7.0$20.6 million, or 1.5%6.6%, to $467.5$333.1 million in the 20172018 period from $460.5$312.5 million in the 20162017 period. This increase was due to a $4.8$14.1 million increase in Dedicated revenue, net of fuel surcharges, a $2.8an $8.4 million increase in Intermodal revenue, net of fuel surcharges, and a $1.8$6.6 million increase in Brokerage revenue, partially offset by a $2.4an $8.6 million decrease in Truckload revenue, net of fuel surcharges. Fuel surcharge revenue increased to $47.8$50.9 million in the 2018 period from $32.2 million in the 2017 period from $37.9primarily due to a shift of a portion of line haul revenue to fuel surcharge revenue which began in the first quarter of 2018 as a result of a change in our agreements with a number of customers. The change reduced our revenue excluding fuel surcharges by $5.4 million in the 20162018 period due to higherand increased our fuel prices.surcharge revenue by the same amount. Higher fuel prices also increased our fuel surcharge revenue.

 

Truckload segment revenue increased $3.3decreased $3.2 million, or 1.2%1.7%, to $282.6$187.4 million in the 20172018 period from $279.3$190.6 million in the 20162017 period. Truckload segment revenue, net of fuel surcharges, decreased $2.4$8.6 million, or 0.9%5.1%, to $251.1$160.7 million in the 20172018 period from $253.5$169.3 million in the 20162017 period, primarily due to a reduction in our average number of tractors, partially offset by an increase in our average revenue per tractor. The increaseshift from line haul revenue to fuel surcharge revenue as a result of a change in our agreements with a number of customers decreased our Truckload revenue excluding fuel surcharges by $1.2 million, or $28 per tractor per week, in the 2018 period, and increased our fuel surcharge revenue by the same amount. The improvement in the operating ratio in the 20172018 period was primarily due to an increase in insurance and claims expense, partially offset by the increase in our average revenue per tractor.tractor driven by increased rates with our customers.

 

Dedicated segment revenue increased $6.9$24.0 million, or 5.9%29.4%, to $123.9$105.8 million in the 20172018 period from $117.0$81.8 million in the 20162017 period. Dedicated segment revenue, net of fuel surcharges, increased 4.4%18.7% primarily due to fleet growth anddriven by an increase in the number of Dedicated contracts we have with our averagecustomers. The shift from line haul revenue to fuel surcharge revenue as a result of a change in our agreements with a number of customers decreased our Dedicated revenue excluding fuel surcharges by $4.3 million, or $155 per tractor.tractor per week, in the 2018 period, and increased our fuel surcharge revenue by the same amount. The increase in the operating ratio for our Dedicated segment was primarily due to startup costs associated with new business that began in the 2018 period, an increase in insurance and claims expense, partially offset by theand an increase in bonus compensation expense for our average revenue per tractor.non-driver employees.

 

Intermodal segment revenue increased $4.9$11.8 million, or 9.1%30.9%, to $58.2$50.1 million in the 20172018 period from $53.3$38.3 million in the 20162017 period. Intermodal segment revenue, net of fuel surcharges, increased 5.7%25.0% from the 20162017 period due to an increase in volume. The operating ratio for our Intermodal segment increased slightly fromin the 20162018 period was consistent with the 2017 period.

 

Brokerage segment revenue increased $1.8$6.6 million, or 3.7%19.5%, to $50.6$40.6 million in the 20172018 period from $48.8$34.0 million in the 20162017 period due to an increase in revenue per load. The improvement in the operating ratio in the 20172018 period was achieved primarily through multiple cost control measures.consistent with the 2017 period.


 

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)

 

2017 vs. 2016

  

2017 vs. 2016

  

2017

  

2016

 
                 

Operating revenue

 $16,866   3.4

%

  100.0

%

  100.0

%

Operating expenses (income):

                

Salaries, wages and benefits

  (1,407

)

  (0.8

)

  32.3   33.7 

Purchased transportation

  3,549   4.3   16.6   16.4 

Fuel and fuel taxes

  8,701   12.7   15.0   13.7 

Supplies and maintenance

  (1,113

)

  (3.4

)

  6.2   6.6 

Depreciation

  2,670   4.4   12.4   12.3 

Operating taxes and licenses

  81   1.2   1.3   1.4 

Insurance and claims

  5,853   25.2   5.6   4.7 

Communications and utilities

  (170

)

  (3.6

)

  0.9   0.9 

Gain on disposition of revenue equipment

  2,580   34.6   (0.9

)

  (1.5

)

Other

  (2,637

)

  (17.9

)

  2.4   3.0 

Total operating expenses

  18,107   4.0   91.7   91.2 

Operating income

  (1,241

)

  (2.8

)

  8.3   8.8 

Other

  (514

)

  (64.7

)

  0.1   0.2 

Income before income taxes

  (727

)

  (1.7

)

  8.2   8.6 

Provision for income taxes

  (776

)

  (4.4

)

  3.3   3.6 

Net income

 $49   0.2

%

  4.9

%

  5.0

%


  

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)

 

2018 vs. 2017

  

2018 vs. 2017

  

2018

  

2017

 
                 

Operating revenue

 $39,314   11.4

%

  100.0

%

  100.0

%

Operating expenses (income):

                

Salaries, wages and benefits

  8,957   7.9   31.8   32.8 

Purchased transportation

  13,196   23.2   18.2   16.5 

Fuel and fuel taxes

  9,823   19.3   15.8   14.8 

Supplies and maintenance

  (844

)

  (3.9

)

  5.4   6.2 

Depreciation

  1,319   3.1   11.5   12.4 

Operating taxes and licenses

  152   3.4   1.2   1.3 

Insurance and claims

  1,469   8.3   5.0   5.2 

Communications and utilities

  262   8.5   0.9   0.9 

Gain on disposition of revenue equipment

  (397

)

  (13.3

)

  (0.9

)

  (0.9

)

Other

  3,067   40.2   2.8   2.2 

Total operating expenses

  37,004   11.7   91.7   91.4 

Operating income

  2,310   7.8   8.3   8.6 

Other

  (593

)

  (222.9

)

  (0.1

)

  0.1 

Income before income taxes

  2,903   9.9   8.4   8.5 

Income taxes expense

  (3,775

)

  (31.8

)

  2.1   3.4 

Net income

 $6,678   38.5

%

  6.3

%

  5.0

%

   

Salaries, wages and benefits expense decreased $1.4increased $9.0 million, or 0.8%7.9%, in the 20172018 period from the 20162017 period. The decreaseincrease in salaries, wages and benefits from the 20162017 period resulted primarily from a decreasean increase in employees’company driver compensation expense of $4.0 million, an increase in employee’s health insurance expense of $2.2$1.6 million due to a decreasean increase in our self-insured medical claims.claims, and an increase in bonus compensation expense for our non-driver employees of $1.5 million.

 

Purchased transportation expense increased $3.5$13.2 million in total, or 4.3%23.2%, in the 20172018 period from the 20162017 period. Amounts payable to carriers for transportation services we arranged in our Brokerage segment increased $1.7$5.5 million to $42.4$34.1 million in the 20172018 period from $40.6$28.5 million in the 20162017 period, primarily due to an increase in brokerage revenue. Amounts payable to railroads and drayage carriers for transportation services within our Intermodal segment increased $2.8$8.1 million to $37.0$32.3 million in the 20172018 period from $34.2$24.2 million in the 20162017 period. This increase was primarily due to increased intermodal revenue. The portion of purchased transportation expense related to our independent contractors within our Truckload and Dedicated segments, including fuel surcharges, decreased $1.0 million$400,000 in the 20172018 period. We expect that purchased transportation expense will increase as we grow our Intermodal and Brokerage segments.

 

Fuel and fuel taxes increased by $8.7$9.8 million, or 12.7%19.3%, in the 20172018 period from the 20162017 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 $280,000,decreased $6.0 million, or 0.8%26.5%, to $35.2$16.7 million in the 20172018 period from $34.9$22.6 million in the 20162017 period. Fuel surcharges passed through to independent contractors, outside drayage carriers and railroads increased to $5.9$6.8 million from $4.4$3.9 million in the 20162017 period. Despite an increase in the DOE national average cost of fuel to $2.58$3.10 per gallon from $2.25$2.56 per gallon in the 20162017 period, net fuel expense decreased to 8.4%5.7% of Truckload, Dedicated and Intermodal segment revenue, net of fuel surcharges, from 8.5%8.1% in the 20162017 period. The net fuel expense to revenue improved in the 2017 period primarily due to an increasea $5.4 million shift during the 2018 period of a portion of line haul revenue to fuel surcharge revenue as a result of a change in our agreements with a number of customers. Increases in our miles per gallon.gallon and in our revenue rate per mile in the 2018 period further improved this ratio. 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.


Our supplies and maintenance expense decreased $844,000, or 3.9%, from the 2017 period primarily due to a decrease in our loading/unloading expense.

 

The increase in depreciation waswas primarily due to a continued increase in the cost of revenue equipment.

 

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 $5.9$1.5 million increase in insurance and claims in the 20172018 period was primarily due to increasesan increase in the cost of physical damage claims related to our tractors and trailerstrailers. 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 in self-insured auto liability and workers’ compensation current and prior periodtiming of claims.

 

Gain on disposition of revenue equipment decreased to $4.9was $3.4 million in the 2018 period and $3.0 million in the 2017 period from $7.5 million in the 2016 period primarily due to a decrease in the average gain for tractors and trailers within a soft equipment market. We expect our gain on disposition of revenue equipment to decrease to approximately $500,000 for the remainder of 2017.period.

 

The $2.6$3.1 million decreaseincrease in other operating expenses in the 2017the 2018 period was primarily due in part to proceeds received in the 2017 period from the settlement of a lawsuit, net of current2017 period legal expenses, of $1.0 million, alongand increased costs associated with multiple cost control measures.recruiting and retaining drivers.

 

As a result of the foregoing factors, our operating expenses as a percentagepercentage of operating revenue, or “operating ratio,” was 91.7% in the 20172018 period and 91.2%91.4% in the 20162017 period. The operating ratio for our Truckload segment was 93.2%91.7% in the 20172018 period and 92.7%92.9% in the 20162017 period, for our Dedicated segment was 88.6%92.4% in the 20172018 period and 87.2%88.3% in the 20162017 period, for our Intermodal segment was 90.1%89.0% in the 20172018 period and 89.9%89.1% in the 20162017 period, and for our Brokerage segment was 93.2% in the 20172018 period and 93.8%93.3% in the 20162017 period. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, was 90.9%90.4% in the 2018 period and 90.6% in the 2017 period and 90.5%period.

The increase in our non-operating income was primarily due to improved operating results in the 2016 period.2018 period by MW Logistics, LLC, or MWL, a 45% owned affiliate.

 

Our effective income tax rate decreased to 40.3%25.2% in the 2018 period from 40.6% in the 2017 period from 41.5% in the 2016 period. This decrease wasprimarily due in part to certain federal employment tax credits realized as a discrete item and an excess tax benefit of $152,000 which was recorded as a decrease to the provision forreduction of our federal income taxes intax rate under the 2017 period with the adoptionTax Cuts and Jobs Act of the provisions of Accounting Standards Update No. 2016-09, “Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting” in the period.2017.

 

As a result of the factors described above, net income was $25.2increased 38.5% to $24.0 million, or $0.46$0.44 per diluted share, forin the first nine months of both2018 period from $17.4 million, or $0.32 per diluted share, in the 2017 and 2016period.  


 

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 providedprovided by operating activities and our net cash flows used for investing and financing activities for the periods indicated.

 

 

Nine Months

Ended September 30,

  

Six Months

Ended June 30,

 

(In thousands)

 

2017

  

2016

  

2018

  

2017

 

Net cash flows provided by operating activities

 $94,710  $104,270  $67,375  $65,220 

Net cash flows used for investing activities

  (84,015

)

  (68,842

)

  (59,177

)

  (46,965

)

Net cash flows used for financing activities

  (10,024

)

  (35,687

)

  (1,986

)

  (8,685

)


 

In December 2007, our Board of Directors approved and we announced a share repurchase program to repurchase up to one million shares of our common stock either through purchases on the open market or through private transactions and in accordance with RuleRule 10b-18 of the Exchange Act. In November 2015, our Board of Directors approved and we announced an increase in the share repurchase program, providing for the repurchase of up to $40 million, or approximately 2two million shares, of our common stock, which was increased by our Board of Directors to 3.3 million shares on August 15, 2017 to reflect the five-for-three stock split effected in the form of a stock dividend on July 7, 2017. 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 759,302 shares of our common stock for $7.5 million in the first quarter of 2016 and did not repurchase any shares in the last three quarters of 20162017 or in the first three quarterssix months of 2017. In the fourth quarter2018. As of 2015 we repurchased and retired 1.6June 30, 2018 future repurchases of up to $16.3 million, or 1.0 million shares, of our common stock for $16.2 million.were available in the share repurchase program.

 

In the first ninesix months of 2017,2018, net cash flows provided by operating activities of $94.7$67.4 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $81.4$53.4 million, to repay, net of borrowings, $7.9 million of long-term debt, to pay cash dividends of $3.0 million,acquire and to partially constructupgrade regional operating facilities in the amount of $1.6 million.$5.0 million, and to pay cash dividends of $2.7 million, resulting in a $6.2 million increase in cash and cash equivalents. In the first ninesix months of 2016,2017, net cash flows provided by operating activities of $104.1$65.2 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $63.4$44.9 million, to increase cash and cash equivalents by $9.6 million, to repay, $29.3net of borrowings, $7.9 million of long-term debt, to repurchasepay cash dividends of $1.6 million, and retire 759,302 shares of our common stock for $7.5 million, to partially construct regional operating facilities in the amount of $3.7 million,$1.4 million. Beginning in the first quarter of 2018, our net cash flows are increased by the new tax laws established by the Tax Cuts and to pay cash dividendsJobs Act of $2.4 million.2017, which reduced the federal corporate statutory income tax rate and established bonus depreciation that allows for full expensing of qualified assets, partially offset by the repeal of like-kind exchanges.

 

We estimate that capital expenditures, net of proceeds from dispositions, will be approximately $22$65 million for the remainder of 2017. Quarterly2018. A quarterly cash dividendsdividend of $0.025 per share of common stock was declared in each of the first two quarters of 2018 and totaled $2.7 million. A quarterly cash dividend of $0.015 per share of common stock werewas declared in each of the first two quarters of 2017 along with dividends of $0.025 in the third quarter of 2017, which totaled $3.0 million in the first nine months of the year. Quarterly cash dividends of $0.015 per share of common stock were declared in each of the first three quarters of 2016 and totaled $2.4$1.6 million. 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.

 

We maintain a credit agreement that provides for an unsecured committed credit facility up to an aggregate principal amount of $40.0 million which matures in December 2019. In April 2016, we elected to reduce the aggregate principal amount of the facility from $75.0 million to $30.0 million. In December 2016, we entered into an amendment to the facility which increased the aggregate principal amount to $40.0 million. At SeptemberJune 30, 2017,2018, 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 $12.9$14.6 million and remaining borrowing availability of $27.1$25.4 million. This facility bears interest at a variable rate based on the London Interbank Offered Rate or the lender’s Prime Rate, in each case plus/minus applicable margins.


 

Our credit facility prohibits us from paying, in any fiscal year, stock redemptions and dividends in excess of 25% of our net income from the prior fiscal year.A waiver of the 25% limitation for 2016 was obtained from the lender. This facility also contains 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 SeptemberJune 30, 20172018 and December 31, 2016.2017.

 

The following is a summarysummary of our contractual obligations as of SeptemberJune 30, 2017.2018.

 

 

Payments Due by Period

 
     

2018

  

2020

         
 

Remainder of

  

And

  

And

          

Payments Due by Period

 

(In thousands)

 

2017

  

2019

  

2021

  

Thereafter

  

Total

  

Remainder

of 2018

  

2019

And

2020

  

2021

And

2022

  

Thereafter

  

Total

 

Purchase obligations for revenue equipment

 $11,558  $  $  $  $11,558  $55,572  $  $  $  $55,572 

Building purchase obligation

  3,419            3,419 

Operating lease obligations

  46   148   2      196   163   403   5      571 

Total

 $15,023  $148  $2  $  $15,173  $55,735  $403  $5  $  $56,143 

 

Due to uncertainty with respect to the timing of future cash flows, the obligation under our nonqualified deferred compensation plan at SeptemberJune 30, 20172018 of 161,029175,828 shares of Company common stock with a value of $3.3$4.1 million has been excluded from the above table.


 

Off-balance Sheet Arrangements

 

Other than standby letters of credit maintained in connection with our self-insurance programs in the amount of $12.9$14.6 million along with purchase obligations and operating leases summarized above in our summary of contractual obligations, we did not have any other material off-balance sheet arrangements at SeptemberJune 30, 2017.2018.

 

Inflation and Fuel Costs

 

Most of our operatingoperating expenses are inflation-sensitive, with inflation generally producing increased costs of operations. During the last two years, 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.

 

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 a significant portion of long-term increases in fuel prices and related taxes to customers in the form of fuel surcharges and higher rates, such increases usually are not fully recovered. 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.

 

Seasonality

 

Our tractor productivity generally decreases during the winter season because inclement weather impedes operations and some shippersshippers 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 Policies

 

The preparation of financialfinancial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue and expenses in our consolidated condensed financial statements and related notes. We base our estimates, assumptions and judgments on historical experience, current trends and other factors believed to be relevant at the time our consolidated condensed financial statements are prepared. However, because future events and their effects cannot be determined with certainty, actual results could differ from our estimates and assumptions, and such differences could be material. We believe that the following critical accounting policies affect our more significant estimates, assumptions and judgments used in the preparation of our consolidated condensed financial statements.


Revenue Recognition. We account for our revenue in accordance with ASC 606, Revenue from Contracts with Customers, which we adopted on January 1, 2018 using the modified retrospective method. The new revenue standard requires us to recognize revenue including fuel surcharges, atand related expenses within each of our four reporting segments over time, compared with our former policy in which we recorded revenue and related expenses on the timedate shipment of freight iswas completed.

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 primary obligor inprincipal service provider controlling the arrangements, we havepromised service before it is transferred to each customer. We are primarily responsible for fulfilling the abilitypromise to establish prices, we haveprovide 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 we bear credit risk with customer payments.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.expense within our consolidated condensed statements of operations.


Accounts Receivable. We are dependent upon a limited number of customers, and, as a result, our trade accounts receivable are highly concentrated. Trade accounts receivable are recorded at the invoiced amounts, net of an allowance for doubtful accounts. Our allowance for doubtful accounts was $298,000$325,000 as of SeptemberJune 30, 20172018 and $275,000$300,000 as of December 31, 2016.2017. A considerable amount of judgment is required in assessing the realization of these receivables including the current creditworthiness of each customer and related aging of the past-due balances, including any billing disputes. In order to assess the collectibility of these receivables, we perform ongoing credit evaluations of our customers’ financial condition. Through these evaluations, we may become aware of a situation where a customer may not be able to meet its financial obligations due to deterioration of its financial viability, credit ratings or bankruptcy. The allowance for doubtful accounts is based on the best information available to us and is reevaluated and adjusted as additional information is received. We evaluate the allowance based on historical write-off experience, the size of the individual customer balances, past-due amounts and the overall national economy. We review the adequacy of our allowance for doubtful accounts monthly.

 

Property and Equipment. The transportation industry requires significant capital investments. Our net property and equipment was $579.6$587.7 million as of SeptemberJune 30, 20172018 and $557.8$571.9 million as of December 31, 2016.2017. Our depreciation expense was $63.9$44.0 million for the first ninesix months of 20172018 and $61.2$42.7 million for the first ninesix months of 2016.2017. 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 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 SeptemberJune 30, 20172018 by approximately $10.4$10.8 million, or 1.8%.

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 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.

 

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 are responsible for the first $1.0 million on each auto liability claim and for the first $750,000 on each workers’ compensation claim. We have $12.9$14.6 million in standby 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 condensed balance sheets were $25.2$25.6 million as of SeptemberJune 30, 20172018 and $19.4$26.2 million as of December 31, 2016.2017. 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 development. Actual results could differ from these current estimates. In addition, to the extent that claims are litigated and not settled, jury awards are difficult to predict.


Share-based Payment Arrangement Compensation. We have granted stock options to certain employees and non-employee directors. We recognize compensation expense for all stock options net of an estimated forfeiture rate and only record compensation expense for those shares expected to vest on a straight-line basis over the requisite service period (normally the vesting period). Determining the appropriate fair value model and calculating the fair value of stock options require the input of highly subjective assumptions, including the expected life of the stock options and stock price volatility. We use the Black-Scholes model to value our stock option awards. We believe that future volatility will not materially differ from our historical volatility. Thus, we use the historical volatility of our common stock over the expected life of the award. The assumptions used in calculating the fair value of stock options represent our best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change and we use different assumptions, stock option compensation expense could be materially different in the future.


 

We have also granted performance unit awards to certain employees whichwhich are subject to vesting requirements over a five-year period, primarily based on our earnings growth. The fair value of each performance unit is based on the closing market price on the date of grant. We recognize compensation expense for these awards based on the estimated number of units probable of achieving the performance and service vesting requirements of the awards, net of an estimated forfeiture rate.

 

Recent Accounting Pronouncements

 

See Note 1416 of “Notes to Consolidated Condensed Financial Statements” for a full description of recent accounting pronouncements and the respective dates of adoption and effect on our results of operations and financial position.

 

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 ninesix months of 2017,2018, a 5% increase in the average cost of diesel fuel would have increased our fuel expense by $3.8$3.0 million.

 

We have historically been able to pass through a significant portion of long-termlong-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.

 

Item 4. Controls and Procedures.

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the Exchange“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 SeptemberJune 30, 2017.2018. 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.

Changes in Internal Control Over Financial Reporting. Beginning January 1, 2018, we implemented ASC 606, Revenue from Contracts with Customers. Although the new revenue standard is expected to have an immaterial impact on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them. These included the development of new policies based on the five-step model provided in the new revenue standard, new training, ongoing contract review requirements, additional estimates of revenue and related expenses for loads in progress at period-ends, and gathering of information provided in disclosures.

 


 

PART II. OTHER INFORMATION

 

Item 1A.     Risk Factors.

 

We do not believe there are any material changes from the risk factors previously disclosed in Item 1A to Part 1 of our Form 10-K for the year ended December 31, 2016.2017.

 

Item 6.           Exhibits.

 

Item No.

Item

  

Method of Filing

10.233.5

SecondThird Amendment to Amended and Restated Certificate of Incorporation effective May 18, 2018

Filed with this Report.

4.6

Third Amendment to Amended and Restated Certificate of Incorporation effective May 18, 2018

See Exhibit 3.5 above.

10.21

Named Executive Officer Performance Incentive PlanCompensation

Incorporated by reference to Exhibit 10.1 of the Company’sCompany’s Current Report on Form 8-K filed August 18, 2017.May 11, 2018.

10.23

2018 Non-Employee Director Compensation Summary

Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed May 11, 2018.

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 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 SectionSection 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 SeptemberJune 30, 2017,2018, filed with the SEC on November 6, 2017,August 9, 2018, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Condensed Balance Sheets as of SeptemberJune 30, 20172018 and December 31, 2016,2017, (ii) Consolidated Condensed Statements of Operations for the three and nine-monthsix-month periods ended SeptemberJune 30, 20172018 and SeptemberJune 30, 2016,2017, (iii) Consolidated Condensed Statements of Stockholders’ Equity for the nine-monthsix-month periods ended SeptemberJune 30, 2018, December 31, 2017, and SeptemberJune 30, 2016, and for the three-month period ended December 31, 2016,2017, (iv)  Consolidated Condensed Statements of Cash Flows for the nine-monthsix-month periods ended SeptemberJune 30, 20172018 and SeptemberJune 30, 2016,2017, and (v) Notes to Consolidated Condensed Financial Statements.

  

Filed with this Report.

 


 

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 6, 2017August 9, 2018

By:

/s/ Randolph L. Marten

  

  

Randolph L. Marten

  

  

Chief Executive Officer

  

  

(Principal Executive Officer)

  

  

  

  

  

  

Dated: November 6, 2017August 9, 2018

By:

/s/ James J. Hinnendael

  

  

James J. Hinnendael

  

  

Executive Vice President and Chief Financial Officer

  

  

(Principal Financial and Accounting Officer)

 

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