DELAWARE
|
39-1140809
|
|
(State of incorporation)
|
(I.R.S. Employer Identification no.)
|
|
129 MARTEN STREET
|
||
MONDOVI, WISCONSIN
|
54755
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(715) 926-4216
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(Address of principal executive offices)
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(Zip Code)
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(Registrant’s telephone number)
|
Title of each class
:
|
Name of each exchange on which registered
:
|
COMMON STOCK, PAR VALUE $.01 PER SHARE
|
THE NASDAQ STOCK MARKET LLC
|
(NASDAQ GLOBAL SELECT MARKET)
|
ITEM 1.
|
BUSINESS
|
1
|
ITEM 1A.
|
RISK FACTORS |
7
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
11
|
ITEM 2.
|
PROPERTIES
|
12
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
12
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
12
|
ITEM 4A.
|
EXECUTIVE OFFICERS OF THE REGISTRANT
|
13
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
14 |
ITEM 6.
|
SELECTED FINANCIAL DATA
|
16
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
17 |
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
32
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
33
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
|
54 |
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
54
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ITEM 9B.
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OTHER INFORMATION
|
54
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ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
55
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ITEM 11.
|
EXECUTIVE COMPENSATION
|
56
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ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
|
56 |
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
56 |
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
56
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
57
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Signature Page
|
59
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Exhibit Index
|
61
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·
|
Terrestrial- and satellite-based tracking and messaging that allows us to communicate with our drivers, obtain load position updates, provide our customers with freight visibility, and download operating information such as fuel mileage and idling time for the tractor engines and temperature setting and run time for the temperature-control units on our trailers.
|
|
·
|
Freight optimization software that assists us in selecting loads that match our overall criteria, including profitability, repositioning, identifying capacity for expedited loads, driver availability and home time, and other factors.
|
|
·
|
Electronic data interchange and internet communication with customers concerning freight tendering, invoices, shipment status, and other information.
|
|
·
|
Electronic logging devices in our tractors to monitor drivers’ hours of service.
|
|
·
|
Auxiliary power units installed on our company-owned tractors that allow us to decrease fuel costs associated with idling our tractors.
|
|
·
|
Fuel-routing software that optimizes the fuel stops for each trip to take advantage of volume discounts available in our fuel network.
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Company Locations
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Owned or
Leased
|
Maintenance
|
Fueling
|
Driver
Recruitment
|
Driver
Training
|
Dispatch
|
Sales
|
Mondovi, Wisconsin
|
Owned
|
X
|
X
|
X
|
X
|
X
|
X
|
Ontario, California
|
Owned
|
X
|
X
|
X
|
|||
Atlanta, Georgia
|
Owned
|
X
|
X
|
X
|
X
|
X
|
X
|
Portland, Oregon
|
Owned
|
X
|
X
|
X
|
X
|
||
Indianapolis, Indiana
|
Owned
|
X
|
X
|
X
|
X
|
X
|
X
|
Desoto, Texas
|
Owned
|
X
|
X
|
X
|
X
|
X
|
X
|
Tampa, Florida
|
Owned
|
X
|
X
|
X
|
|||
Memphis, Tennessee
|
Owned
|
X
|
X
|
X
|
X
|
||
Colonial Heights, Virginia
|
Owned
|
X
|
X
|
X
|
X
|
X
|
|
Laredo, Texas
|
Owned
|
X
|
X
|
X
|
X
|
||
Phoenix, Arizona
|
Leased
|
X
|
X
|
X
|
X
|
X
|
|
Kansas City, Kansas
|
Leased
|
X
|
X
|
X
|
X
|
||
Carlisle, Pennsylvania
|
Leased
|
X
|
X
|
X
|
X
|
||
Chicago, Illinois
|
Leased
|
X
|
X
|
Name
|
Age
|
Position
|
Randolph L. Marten
|
60
|
Chairman of the Board,
Chief Executive Officer and Director
|
Timothy M. Kohl
|
65
|
President
|
Robert G. Smith
|
69
|
Chief Operating Officer
|
Timothy P. Nash
|
61
|
Executive Vice President of Sales and Marketing
|
James J. Hinnendael
|
49
|
Chief Financial Officer
|
John H. Turner
|
51
|
Vice President of Sales
|
Common Stock Price
|
||||||||
Year ended December 31, 2012
|
High
|
Low
|
||||||
Fourth Quarter
|
$ | 19.40 | $ | 15.01 | ||||
Third Quarter
|
21.30 | 14.50 | ||||||
Second Quarter
|
22.48 | 18.01 | ||||||
First Quarter
|
23.12 | 16.46 | ||||||
Year ended December 31, 2011
|
||||||||
Fourth Quarter
|
$ | 19.78 | $ | 15.28 | ||||
Third Quarter
|
22.37 | 15.00 | ||||||
Second Quarter
|
23.19 | 17.43 | ||||||
First Quarter
|
22.86 | 19.65 |
(
Dollars in thousands, except per share amounts)
|
2012
|
2011
|
2010
|
2009
|
2008
|
|||||||||||||||
FOR THE YEAR
|
||||||||||||||||||||
Operating revenue
|
$ | 638,456 | $ | 603,679 | $ | 516,920 | $ | 505,874 | $ | 607,099 | ||||||||||
Operating income
|
45,853 | 43,030 | 35,289 | 29,359 | 32,705 | |||||||||||||||
Net income
|
27,267 | 24,285 | 19,742 | 16,267 | 18,071 | |||||||||||||||
Operating ratio
(1)
|
92.8 | % | 92.9 | % | 93.2 | % | 94.2 | % | 94.6 | % | ||||||||||
PER-SHARE DATA
|
||||||||||||||||||||
Basic earnings per common share
|
$ | 1.24 | $ | 1.10 | $ | 0.90 | $ | 0.74 | $ | 0.83 | ||||||||||
Diluted earnings per common share
|
1.23 | 1.10 | 0.90 | 0.74 | 0.82 | |||||||||||||||
Dividends paid per common share
|
0.845 | 0.08 | 0.04 | — | — | |||||||||||||||
Book value
|
15.01 | 14.57 | 13.48 | 12.56 | 11.79 | |||||||||||||||
AT YEAR END
|
||||||||||||||||||||
Total assets
|
$ | 490,623 | $ | 470,579 | $ | 460,308 | $ | 414,838 | $ | 397,443 | ||||||||||
Long-term debt
|
2,726 | — | 19,346 | 1,499 | 2,857 | |||||||||||||||
Stockholders’ equity
|
331,923 | 320,359 | 295,904 | 274,907 | 257,451 |
(1)
|
Represents operating expenses as a percentage of operating revenue.
|
2012
|
2011
|
2010
|
||||||||||
Truckload Segment:
|
||||||||||||
Total Truckload revenue (in thousands)
|
$ | 483,323 | $ | 455,847 | $ | 392,764 | ||||||
Average truckload revenue, net of fuel surcharges,
per tractor per week
(1)
|
$ | 3,339 | $ | 3,162 | $ | 2,968 | ||||||
Average tractors
(1)
|
2,167 | 2,170 | 2,105 | |||||||||
Average miles per trip
|
624 | 626 | 655 | |||||||||
Total miles – company-employed drivers (in thousands)
|
215,742 | 202,836 | 193,342 | |||||||||
Total miles – independent contractors (in thousands)
|
4,583 | 6,841 | 13,776 | |||||||||
Logistics Segment:
|
||||||||||||
Total Logistics revenue (in thousands)
|
$ | 155,133 | $ | 147,832 | $ | 124,156 | ||||||
Brokerage:
|
||||||||||||
Marten Transport
|
||||||||||||
Revenue (in thousands)
|
$ | 53,161 | $ | 48,354 | $ | 41,219 | ||||||
Loads
|
32,533 | 25,412 | 21,896 | |||||||||
MWL
|
||||||||||||
Revenue (in thousands)
|
$ | 30,648 | $ | 34,463 | $ | 35,247 | ||||||
Loads
|
16,120 | 17,194 | 18,704 | |||||||||
Intermodal:
|
||||||||||||
Revenue (in thousands)
|
$ | 71,324 | $ | 65,015 | $ | 47,690 | ||||||
Loads
|
27,488 | 24,302 | 20,150 | |||||||||
Average tractors
|
63 | 75 | 67 |
(1)
|
Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 36, 48 and 86 tractors as of December 31, 2012, 2011 and 2010, respectively.
|
Dollar
|
Percentage
|
|||||||||||||||
Change
|
Change
|
|||||||||||||||
(Dollars in thousands)
|
2012
|
2011
|
2012 vs. 2011
|
2012 vs. 2011
|
||||||||||||
Operating revenue:
|
||||||||||||||||
Truckload revenue, net of fuel
surcharge revenue
|
$ | 378,383 | $ | 357,787 | $ | 20,596 | 5.8 | % | ||||||||
Truckload fuel surcharge revenue
|
104,940 | 98,060 | 6,880 | 7.0 | ||||||||||||
Total Truckload revenue
|
483,323 | 455,847 | 27,476 | 6.0 | ||||||||||||
Logistics revenue, net of intermodal
fuel surcharge revenue
(1)
|
138,960 | 132,890 | 6,070 | 4.6 | ||||||||||||
Intermodal fuel surcharge revenue
|
16,173 | 14,942 | 1,231 | 8.2 | ||||||||||||
Total Logistics revenue
|
155,133 | 147,832 | 7,301 | 4.9 | ||||||||||||
Total operating revenue
|
$ | 638,456 | $ | 603,679 | $ | 34,777 | 5.8 | % | ||||||||
Operating income:
|
||||||||||||||||
Truckload
|
$ | 36,805 | $ | 35,298 | $ | 1,507 | 4.3 | % | ||||||||
Logistics
|
9,048 | 7,732 | 1,316 | 17.0 | ||||||||||||
Total operating income
|
$ | 45,853 | $ | 43,030 | $ | 2,823 | 6.6 | % | ||||||||
Operating ratio
(2)
:
|
||||||||||||||||
Truckload
|
92.4 | % | 92.3 | % | 0.1 | % | ||||||||||
Logistics
|
94.2 | 94.8 | (0.6 | ) | ||||||||||||
Consolidated operating ratio
|
92.8 | % | 92.9 | % | (0.1 | )% |
(1)
|
Logistics revenue is net of $9.7 million and $9.0 million of inter-segment revenue in 2012 and 2011, respectively, for loads transported by our tractors and arranged by MWL that have been eliminated in consolidation.
|
(2)
|
Represents operating expenses as a percentage of operating revenue.
|
Dollar
Change
|
Percentage
Change
|
Percentage of
Operating Revenue
|
||||||||||||||
(Dollars in thousands)
|
2012 vs. 2011
|
2012 vs. 2011 | 2012 | 2011 | ||||||||||||
Operating revenue
|
$ | 34,777 | 5.8 | % | 100.0 | % | 100.0 | % | ||||||||
Operating expenses (income):
|
||||||||||||||||
Salaries, wages and benefits
|
15,596 | 10.6 | 25.6 | 24.5 | ||||||||||||
Purchased transportation
|
3,937 | 3.3 | 19.5 | 19.9 | ||||||||||||
Fuel and fuel taxes
|
8,001 | 5.1 | 25.6 | 25.8 | ||||||||||||
Supplies and maintenance
|
(392 | ) | (1.0 | ) | 6.3 | 6.7 | ||||||||||
Depreciation
|
3,373 | 5.9 | 9.5 | 9.5 | ||||||||||||
Operating taxes and licenses
|
368 | 5.8 | 1.1 | 1.1 | ||||||||||||
Insurance and claims
|
2,548 | 14.0 | 3.2 | 3.0 | ||||||||||||
Communications and utilities
|
334 | 7.3 | 0.8 | 0.8 | ||||||||||||
Gain on disposition of
revenue equipment
|
(1,502 | ) | (39.5 | ) | (0.8 | ) | (0.6 | ) | ||||||||
Other
|
(309 | ) | (2.2 | ) | 2.1 | 2.3 | ||||||||||
Total operating expenses
|
31,954 | 5.7 | 92.8 | 92.9 | ||||||||||||
Operating income
|
2,823 | 6.6 | 7.2 | 7.1 | ||||||||||||
Net interest income
|
(24 | ) | (100.0 | ) | - | - | ||||||||||
Income before income taxes
|
2,847 | 6.6 | 7.2 | 7.1 | ||||||||||||
Less: Income before income
taxes attributable to noncontrolling interest
|
(310 | ) | (38.4 | ) | 0.1 | 0.1 | ||||||||||
Income before income taxes
attributable to Marten Transport, Ltd.
|
3,157 | 7.5 | 7.1 | 7.0 | ||||||||||||
Provision for income taxes
|
175 | 1.0 | 2.8 | 3.0 | ||||||||||||
Net income
|
$ | 2,982 | 12.3 | % | 4.3 | % | 4.0 | % |
Dollar
|
Percentage
|
|||||||||||||||
Change
|
Change
|
|||||||||||||||
(Dollars in thousands)
|
2011
|
2010
|
2011 vs. 2010
|
2011 vs. 2010
|
||||||||||||
Operating revenue:
|
||||||||||||||||
Truckload revenue, net of fuel
surcharge revenue
|
$ | 357,787 | $ | 325,791 | $ | 31,996 | 9.8 | % | ||||||||
Truckload fuel surcharge revenue
|
98,060 | 66,973 | 31,087 | 46.4 | ||||||||||||
Total Truckload revenue
|
455,847 | 392,764 | 63,083 | 16.1 | ||||||||||||
Logistics revenue, net of intermodal
fuel surcharge revenue
(1)
|
132,890 | 115,223 | 17,667 | 15.3 | ||||||||||||
Intermodal fuel surcharge revenue
|
14,942 | 8,933 | 6,009 | 67.3 | ||||||||||||
Total Logistics revenue
|
147,832 | 124,156 | 23,676 | 19.1 | ||||||||||||
Total operating revenue
|
$ | 603,679 | $ | 516,920 | $ | 86,759 | 16.8 | % | ||||||||
Operating income:
|
||||||||||||||||
Truckload
|
$ | 35,298 | $ | 28,680 | $ | 6,618 | 23.1 | % | ||||||||
Logistics
|
7,732 | 6,609 | 1,123 | 17.0 | ||||||||||||
Total operating income
|
$ | 43,030 | $ | 35,289 | $ | 7,741 | 21.9 | % | ||||||||
Operating ratio
(2)
:
|
||||||||||||||||
Truckload
|
92.3 | % | 92.7 | % | (0.4 | )% | ||||||||||
Logistics
|
94.8 | 94.7 | 0.1 | |||||||||||||
Consolidated operating ratio
|
92.9 | % | 93.2 | % | (0.3 | )% |
(1)
|
Logistics revenue is net of $9.0 million and $9.1 million of inter-segment revenue in 2011 and 2010, respectively, for loads transported by our tractors and arranged by MWL that have been eliminated in consolidation.
|
(2)
|
Represents operating expenses as a percentage of operating revenue.
|
|
Dollar
Change
|
Percentage
Change
|
Percentage of
Operating Revenue
|
|||||||||||||
(Dollars in thousands)
|
2011 vs. 2010
|
2011 vs. 2010 | 2011 | 2010 | ||||||||||||
Operating revenue
|
$ | 86,759 | 16.8 | % | 100.0 | % | 100.0 | % | ||||||||
Operating expenses (income):
|
||||||||||||||||
Salaries, wages and benefits
|
16,127 | 12.3 | 24.5 | 25.4 | ||||||||||||
Purchased transportation
|
9,924 | 9.0 | 19.9 | 21.4 | ||||||||||||
Fuel and fuel taxes
|
40,668 | 35.4 | 25.8 | 22.2 | ||||||||||||
Supplies and maintenance
|
5,093 | 14.5 | 6.7 | 6.8 | ||||||||||||
Depreciation
|
5,615 | 10.8 | 9.5 | 10.0 | ||||||||||||
Operating taxes and licenses
|
151 | 2.4 | 1.1 | 1.2 | ||||||||||||
Insurance and claims
|
1,597 | 9.6 | 3.0 | 3.2 | ||||||||||||
Communications and utilities
|
641 | 16.2 | 0.8 | 0.8 | ||||||||||||
Gain on disposition of
revenue equipment
|
(2,690 | ) | (242.3 | ) | (0.6 | ) | (0.2 | ) | ||||||||
Other
|
1,892 | 15.8 | 2.3 | 2.3 | ||||||||||||
Total operating expenses
|
79,018 | 16.4 | 92.9 | 93.2 | ||||||||||||
Operating income
|
7,741 | 21.9 | 7.1 | 6.8 | ||||||||||||
Net interest income
|
2 | 7.7 | - | - | ||||||||||||
Income before income taxes
|
7,739 | 21.9 | 7.1 | 6.8 | ||||||||||||
Less: Income before income
taxes attributable to noncontrolling interest
|
176 | 27.9 | 0.1 | 0.1 | ||||||||||||
Income before income taxes
attributable to Marten Transport, Ltd.
|
7,563 | 21.8 | 7.0 | 6.7 | ||||||||||||
Provision for income taxes
|
3,020 | 20.2 | 3.0 | 2.9 | ||||||||||||
Net income
|
$ | 4,543 | 23.0 | % | 4.0 | % | 3.8 | % |
(In thousands)
|
2012
|
2011
|
2010
|
|||||||||
Net cash flows provided by operating
activities
|
$ | 85,539 | $ | 86,206 | $ | 64,522 | ||||||
Net cash flows (used for)
investing activities
|
(88,115 | ) | (48,271 | ) | (81,181 | ) | ||||||
Net cash flows (used for) provided by
financing activities
|
(14,772 | ) | (22,420 | ) | 16,555 |
Payments Due by Period
|
||||||||||||||||||||
(In thousands)
|
2013
|
2014
And
|
2016
And
|
Thereafter
|
Total
|
|||||||||||||||
Long-term debt
obligations
|
$ | — | $ | — | $ | 2,726 | $ | — | $ | 2,726 | ||||||||||
Purchase obligations for
revenue equipment
|
1,725 | — | — | — | 1,725 | |||||||||||||||
Operating lease obligations
|
457 | 402 | 60 | — | 919 | |||||||||||||||
Total
|
$ | 2,182 | $ | 402 | $ | 2,786 | $ | — | $ | 5,370 |
KPMG LLP |
December 31,
|
||||||||
(In thousands, except share information)
|
2012
|
2011
|
||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 3,473 | $ | 20,821 | ||||
Receivables:
|
||||||||
Trade, less allowances of $334 and $470, respectively
|
66,239 | 59,385 | ||||||
Other
|
7,177 | 3,430 | ||||||
Prepaid expenses and other
|
15,490 | 15,426 | ||||||
Deferred income taxes
|
3,155 | 2,738 | ||||||
Total current assets
|
95,534 | 101,800 | ||||||
Property and equipment:
|
||||||||
Revenue equipment
|
484,350 | 468,966 | ||||||
Buildings and land
|
39,664 | 30,602 | ||||||
Office equipment and other
|
27,122 | 24,406 | ||||||
Less accumulated depreciation
|
(156,660 | ) | (155,774 | ) | ||||
Net property and equipment
|
394,476 | 368,200 | ||||||
Other assets
|
613 | 579 | ||||||
$ | 490,623 | $ | 470,579 | |||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 16,081 | $ | 17,912 | ||||
Insurance and claims accruals
|
13,838 | 13,042 | ||||||
Accrued liabilities
|
16,981 | 15,431 | ||||||
Total current liabilities
|
46,900 | 46,385 | ||||||
Long-term debt,
less current maturities
|
2,726 | — | ||||||
Deferred income taxes
|
109,074 | 103,835 | ||||||
Total liabilities
|
158,700 | 150,220 | ||||||
Commitments and contingencies
(
Note 12)
|
||||||||
Stockholders’ equity:
|
||||||||
Marten Transport, Ltd. 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; 48,000,000 shares
authorized; 22,109,619 shares at December 31, 2012, and 21,984,597 shares at December 31, 2011, issued and outstanding
|
221 | 220 | ||||||
Additional paid-in capital
|
82,679 | 80,078 | ||||||
Retained earnings
|
246,460 | 237,872 | ||||||
Total Marten Transport, Ltd. stockholders’ equity
|
329,360 | 318,170 | ||||||
Noncontrolling interest
|
2,563 | 2,189 | ||||||
Total stockholders’ equity
|
331,923 | 320,359 | ||||||
$ | 490,623 | $ | 470,579 |
For the years ended December 31,
|
||||||||||||
(
In thousands, except per share information)
|
2012
|
2011
|
2010
|
|||||||||
Operating revenue
|
$ | 638,456 | $ | 603,679 | $ | 516,920 | ||||||
Operating expenses (income):
|
||||||||||||
Salaries, wages and benefits
|
163,242 | 147,646 | 131,519 | |||||||||
Purchased transportation
|
124,269 | 120,332 | 110,408 | |||||||||
Fuel and fuel taxes
|
163,596 | 155,595 | 114,927 | |||||||||
Supplies and maintenance
|
39,919 | 40,311 | 35,218 | |||||||||
Depreciation
|
60,904 | 57,531 | 51,916 | |||||||||
Operating taxes and licenses
|
6,741 | 6,373 | 6,222 | |||||||||
Insurance and claims
|
20,718 | 18,170 | 16,573 | |||||||||
Communications and utilities
|
4,939 | 4,605 | 3,964 | |||||||||
Gain on disposition of revenue equipment
|
(5,302 | ) | (3,800 | ) | (1,110 | ) | ||||||
Other
|
13,577 | 13,886 | 11,994 | |||||||||
592,603 | 560,649 | 481,631 | ||||||||||
Operating income
|
45,853 | 43,030 | 35,289 | |||||||||
Net interest income
|
(48 | ) | (24 | ) | (26 | ) | ||||||
Income before income taxes
|
45,901 | 43,054 | 35,315 | |||||||||
Less: Income before income taxes attributable
to noncontrolling interest
|
497 | 807 | 631 | |||||||||
Income before income taxes
attributable to Marten Transport, Ltd.
|
45,404 | 42,247 | 34,684 | |||||||||
Provision for income taxes
|
18,137 | 17,962 | 14,942 | |||||||||
Net income
|
$ | 27,267 | $ | 24,285 | $ | 19,742 | ||||||
Basic earnings per common share
|
$ | 1.24 | $ | 1.10 | $ | 0.90 | ||||||
Diluted earnings per common share
|
$ | 1.23 | $ | 1.10 | $ | 0.90 | ||||||
Dividends paid per common share
|
$ | 0.845 | $ | 0.08 | $ | 0.04 |
Marten Transport, Ltd. Stockholders
|
||||||||||||||||||||||||
Common Stock
|
Additional
|
Retained
|
Non-
controlling
|
Total
Stockholders’
|
||||||||||||||||||||
(In thousands)
|
Shares | Amount |
Paid-In Capital
|
Earnings
|
Interest
|
Equity
|
||||||||||||||||||
Balance at December 31, 2009
|
21,885 | $ | 219 | $ | 76,477 | $ | 196,480 | $ | 1,731 | $ | 274,907 | |||||||||||||
Net income
|
— | — | — | 19,742 | — | 19,742 | ||||||||||||||||||
Issuance of common stock from share-based payment arrangement exercises
|
65 | 1 | 302 | — | — | 303 | ||||||||||||||||||
Tax benefits from share-based payment arrangement exercises
|
— | — | 385 | — | — | 385 | ||||||||||||||||||
Share-based payment arrangement compensation expense
|
— | — | 1,264 | — | — | 1,264 | ||||||||||||||||||
Dividends on common stock
|
— | — | — | (877 | ) |
__
|
(877 | ) | ||||||||||||||||
Income before income taxes
attributable to noncontrolling interest
|
— | — | — | — | 631 | 631 | ||||||||||||||||||
Noncontrolling interest distributions
|
— | — | — | — | (451 | ) | (451 | ) | ||||||||||||||||
Balance at December 31, 2010
|
21,950 | 220 | 78,428 | 215,345 | 1,911 | 295,904 | ||||||||||||||||||
Net income
|
— | — | — | 24,285 | — | 24,285 | ||||||||||||||||||
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards
|
35 | — | 137 | — | — | 137 | ||||||||||||||||||
Tax benefits from share-based payment arrangement exercises
|
— | — | 164 | — | — | 164 | ||||||||||||||||||
Share-based payment arrangement compensation expense
|
— | — | 1,349 | — | — | 1,349 | ||||||||||||||||||
Dividends on common stock
|
— | — | — | (1,758 | ) | — | (1,758 | ) | ||||||||||||||||
Income before income taxes
attributable to noncontrolling interest
|
— | — | — | — | 807 | 807 | ||||||||||||||||||
Noncontrolling interest distributions
|
— | — | — | — | (529 | ) | (529 | ) | ||||||||||||||||
Balance at December 31, 2011
|
21,985 | 220 | 80,078 | 237,872 | 2,189 | 320,359 | ||||||||||||||||||
Net income
|
— | — | — | 27,267 | — | 27,267 | ||||||||||||||||||
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards
|
125 | 1 | 967 | — | — | 968 | ||||||||||||||||||
Tax benefits from share-based payment arrangement exercises
|
— | — | 409 | — | — | 409 | ||||||||||||||||||
Share-based payment arrangement compensation expense
|
— | — | 1,225 | — | — | 1,225 | ||||||||||||||||||
Dividends on common stock
|
— | — | — | (18,679 | ) | — | (18,679 | ) | ||||||||||||||||
Income before inc
ome taxes
attributable to noncontrolling interest
|
— | — | — | — | 497 | 497 | ||||||||||||||||||
Noncontrolling interest distributions
|
— | — | — | — | (123 | ) | (123 | ) | ||||||||||||||||
Balance at December 31, 2012
|
22,110 | $ | 221 | $ | 82,679 | $ | 246,460 | $ | 2,563 | $ | 331,923 |
For the years ended December 31,
|
||||||||||||
(In thousands)
|
2012
|
2011
|
2010
|
|||||||||
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
|
||||||||||||
Operations:
|
||||||||||||
Net income
|
$ | 27,267 | $ | 24,285 | $ | 19,742 | ||||||
Adjustments to reconcile net income
to net cash flows from operating activities:
|
||||||||||||
Depreciation
|
60,904 | 57,531 | 51,916 | |||||||||
Gain on disposition of revenue equipment
|
(5,302 | ) | (3,800 | ) | (1,110 | ) | ||||||
Deferred income taxes
|
4,822 | 10,076 | 10,550 | |||||||||
Tax benefits from share-based payment arrangement exercises
|
409 | 164 | 385 | |||||||||
Excess tax benefits from share-based
payment arrangement exercises
|
(336 | ) | (142 | ) | (338 | ) | ||||||
Share-based payment arrangement compensation expense
|
1,225 | 1,349 | 1,264 | |||||||||
Income before income taxes attributable to noncontrolling interest
|
497 | 807 | 631 | |||||||||
Changes in other current operating items:
|
||||||||||||
Receivables
|
(7,795 | ) | 1,247 | (14,246 | ) | |||||||
Prepaid expenses and other
|
(64 | ) | (2,020 | ) | (1,078 | ) | ||||||
Accounts payable
|
1,021 | (1,585 | ) | 348 | ||||||||
Insurance and claims accruals
|
796 | (4,611 | ) | (1,569 | ) | |||||||
Accrued liabilities
|
2,095 | 2,905 | (1,973 | ) | ||||||||
Net cash provided by operating activities
|
85,539 | 86,206 | 64,522 | |||||||||
CASH FLOWS USED FOR INVESTING ACTIVITIES:
|
||||||||||||
Revenue equipment additions
|
(121,777 | ) | (75,332 | ) | (109,345 | ) | ||||||
Proceeds from revenue equipment dispositions
|
46,634 | 36,457 | 40,062 | |||||||||
Buildings and land, office equipment and other additions
|
(13,576 | ) | (9,573 | ) | (11,959 | ) | ||||||
Proceeds from buildings and land, office equipment
and other dispositions
|
638 | 75 | 87 | |||||||||
Other
|
(34 | ) | 102 | (26 | ) | |||||||
Net cash used for investing activities
|
(88,115 | ) | (48,271 | ) | (81,181 | ) | ||||||
CASH FLOWS (USED FOR) PROVIDED BY FINANCING ACTIVITIES:
|
||||||||||||
Borrowings under credit facility and long-term debt
|
21,517 | 37,632 | 160,395 | |||||||||
Repayment of borrowings under credit facility and long-term debt
|
(18,791 | ) | (56,978 | ) | (142,548 | ) | ||||||
Dividends on common stock
|
(18,679 | ) | (1,758 | ) | (877 | ) | ||||||
Issuance of common stock from share-based payment
arrangement exercises
|
968 | 137 | 303 | |||||||||
Excess tax benefits from share-based
payment arrangement exercises
|
336 | 142 | 338 | |||||||||
Noncontrolling interest distributions
|
(123 | ) | (529 | ) | (451 | ) | ||||||
Change in net checks issued in excess of cash balances
|
- | (1,066 | ) | (605 | ) | |||||||
Net cash (used for) provided by financing activities
|
(14,772 | ) | (22,420 | ) | 16,555 | |||||||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(17,348 | ) | 15,515 | (104 | ) | |||||||
CASH AND CASH EQUIVALENTS:
|
||||||||||||
Beginning of year
|
20,821 | 5,306 | 5,410 | |||||||||
End of year
|
$ | 3,473 | $ | 20,821 | $ | 5,306 | ||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||||||
Cash paid (received) for:
|
||||||||||||
Interest
|
$ | 9 | $ | 36 | $ | 225 | ||||||
Income taxes
|
$ | 8,836 | $ | (2,559 | ) | $ | 13,789 | |||||
Non-cash investing activities:
|
||||||||||||
Change in property and equipment not yet paid for
|
$ | (6,203 | ) | $ | 1,499 | $ | 253 |
Years
|
||||
Tractors
|
5 | |||
Trailers
|
7 | |||
Service and other equipment
|
3-15 | |||
Buildings and improvements
|
20-40 |
(In thousands)
|
2012
|
2011
|
||||||
Tires in service
|
$ | 4,261 | $ | 3,736 | ||||
License fees
|
4,194 | 4,070 | ||||||
Parts and tires inventory
|
3,067 | 3,340 | ||||||
Insurance premiums
|
1,316 | 1,334 | ||||||
Other
|
2,652 | 2,946 | ||||||
$ | 15,490 | $ | 15,426 |
(In thousands)
|
2012
|
2011
|
||||||
Accrued expenses
|
$ | 4,649 | $ | 6,616 | ||||
Current income taxes
|
4,032 | 661 | ||||||
Salaries and wages
|
3,773 | 3,956 | ||||||
Vacation
|
3,560 | 3,154 | ||||||
Other
|
967 | 1,044 | ||||||
$ | 16,981 | $ | 15,431 |
(In thousands)
|
2012
|
2011
|
2010
|
|||||||||
Current:
|
||||||||||||
Federal
|
$ | 12,728 | $ | 6,524 | $ | 2,747 | ||||||
State
|
587 | 1,362 | 1,645 | |||||||||
13,315 | 7,886 | 4,392 | ||||||||||
Deferred:
|
||||||||||||
Federal
|
5,542 | 9,837 | 10,761 | |||||||||
State
|
(720 | ) | 239 | (211 | ) | |||||||
4,822 | 10,076 | 10,550 | ||||||||||
Total provision
|
$ | 18,137 | $ | 17,962 | $ | 14,942 |
2012
|
2011
|
2010
|
||||||||||
Statutory federal
income tax rate
|
35 | % | 35 | % | 35 | % | ||||||
Per diem and other
non-deductible expenses
|
5 | 6 | 6 | |||||||||
Increase in taxes arising from
state income taxes, net of federal income tax benefit
|
- | 3 | 3 | |||||||||
Other
|
- | (1 | ) | (1 | ) | |||||||
Effective tax rate
|
40 | % | 43 | % | 43 | % |
(In thousands)
|
2012
|
2011
|
||||||
Deferred tax assets:
|
||||||||
Reserves and accrued liabilities
|
$ | 5,687 | $ | 5,326 | ||||
Other
|
2,714 | 2,274 | ||||||
8,401 | 7,600 | |||||||
Deferred tax liabilities:
|
||||||||
Depreciation
|
111,794 | 106,113 | ||||||
Prepaid expenses
|
2,526 | 2,584 | ||||||
114,320 | 108,697 | |||||||
Net deferred tax liability
|
$ | 105,919 | $ | 101,097 |
(In thousands, except per share amounts)
|
2012
|
2011
|
2010
|
|||||||||
Numerator:
|
||||||||||||
Net income
|
$ | 27,267 | $ | 24,285 | $ | 19,742 | ||||||
Denominator:
|
||||||||||||
Basic earnings per common share -
weighted-average shares
|
22,064 | 21,979 | 21,927 | |||||||||
Effect of dilutive stock options
|
86 | 96 | 104 | |||||||||
Diluted earnings per common share -
weighted-average shares and assumed conversions
|
22,150 | 22,075 | 22,031 | |||||||||
Basic earnings per common share
|
$ | 1.24 | $ | 1.10 | $ | 0.90 | ||||||
Diluted earnings per common share
|
$ | 1.23 | $ | 1.10 | $ | 0.90 |
2012
|
2011
|
2010
|
|||||||||||
Expected option life in years
(1)
|
6.1 | 6.3 | 6.1 | ||||||||||
Expected stock price volatility percentage
(2)
|
37 | % | 39 | % | 39 | % | |||||||
Risk-free interest rate percentage
(3)
|
1.1 | % | 2.4 | % | 2.7 | % | |||||||
Expected dividend yield (4) | 0.49 | % |
0.38
|
% | 0.05 | % | |||||||
Fair value as of the date of grant
|
$ | 7.22 | $ | 8.54 | $ | 9.31 |
(1)
|
Expected option life – We use historical employee exercise and option expiration data to estimate the expected life assumption for the Black-Scholes grant-date valuation. We believe that this historical data is currently the best estimate of the expected term of a new option. We use a weighted-average expected life for all awards.
|
(2)
|
Expected stock price volatility – We use our stock’s historical volatility for the same period of time as the expected life. We have no reason to believe that its future volatility will differ from the past.
|
(3)
|
Risk-free interest rate – The rate is based on the U.S. Treasury yield curve in effect at the time of the grant for the same period of time as the expected life.
|
(4)
|
Expected dividend yield – The calculation is based on the total expected annual dividend payout divided by the average stock price.
|
Shares
|
Weighted
Average
|
|||||||
Outstanding at December 31, 2011
|
690,768 | $ | 17.62 | |||||
Granted
|
96,250 | 20.48 | ||||||
Exercised
|
(111,954 | ) | 8.65 | |||||
Forfeited
|
(11,700 | ) | 19.29 | |||||
Outstanding at December 31, 2012
|
663,364 | $ | 19.52 | |||||
Exercisable at December 31, 2012
|
465,144 | $ | 19.23 |
Shares
|
Weighted
Average
|
Weighted
Average
|
||||||||||
Service-based options:
|
||||||||||||
Nonvested at December 31, 2011
|
204,740 | $ | 8.23 | 5.0 | ||||||||
Granted
|
96,250 | 7.22 | 6.9 | |||||||||
V
ested
|
(92,870 | ) | 8.09 | 4.4 | ||||||||
Forfeited
|
(9,900 | ) | 7.94 | 4.5 | ||||||||
Nonvested at December 31, 2012
|
198,220 | $ | 7.82 | 5.2 |
Shares
|
Weighted Average
Grant Date
|
|||||||
Nonvested at December 31, 2011
|
60,166 | $ | 19.76 | |||||
Granted
|
39,500 | 20.95 | ||||||
Vested
|
(23,120 | ) | (1) | 20.24 | ||||
Nonvested at December 31, 2012
|
76,546 | $ | 20.23 |
(1)
|
This number of performance unit award shares vested based on our financial performance in 2012 and was distributed or credited to the Marten Transport, Ltd. Deferred Compensation Plan in March 2013. The fair value of unit award shares that vested in 2012 was $468,000.
|
(
Dollars in thousands
)
|
2012
|
2011
|
2010
|
|||||||||
Operating revenue:
|
||||||||||||
Truckload revenue, net of fuel surcharge revenue
|
$ | 378,383 | $ | 357,787 | $ | 325,791 | ||||||
Truckload fuel surcharge revenue
|
104,940 | 98,060 | 66,973 | |||||||||
Total Truckload revenue
|
483,323 | 455,847 | 392,764 | |||||||||
Logistics revenue, net of intermodal
fuel surcharge revenue
(1)
|
138,960 | 132,890 | 115,223 | |||||||||
Intermodal fuel surcharge revenue
|
16,173 | 14,942 | 8,933 | |||||||||
Total Logistics revenue
|
155,133 | 147,832 | 124,156 | |||||||||
Total operating revenue
|
$ | 638,456 | $ | 603,679 | $ | 516,920 | ||||||
Operating income:
|
||||||||||||
Truckload
|
$ | 36,805 | $ | 35,298 | $ | 28,680 | ||||||
Logistics
|
9,048 | 7,732 | 6,609 | |||||||||
Total operating income
|
$ | 45,853 | $ | 43,030 | $ | 35,289 |
(1)
|
Logistics revenue is net of $9.7 million, $9.0 million and $9.1 million of inter-segment revenue in 2012, 2011 and 2010, respectively, for loads transported by our tractors and arranged by MWL that have been eliminated in consolidation.
|
2012 Quarters
(In thousands, except per share amounts)
|
First
|
Second
|
Third
|
Fourth
|
||||||||||||
Operating revenue
|
$ | 151,474 | $ | 156,964 | $ | 163,606 | $ | 166,412 | ||||||||
Operating income
|
9,519 | 13,283 | 9,840 | 13,211 | ||||||||||||
Net income
|
5,446 | 7,584 | 6,518 | 7,719 | ||||||||||||
Basic earnings per common share
|
0.25 | 0.34 | 0.30 | 0.35 | ||||||||||||
Diluted earnings per common share
|
0.25 | 0.34 | 0.29 | 0.35 |
2011 Quarters
(
In thousands, except per share amounts)
|
First
|
Second
|
Third
|
Fourth
|
||||||||||||
Operating revenue
|
$ | 137,856 | $ | 151,135 | $ | 156,348 | $ | 158,340 | ||||||||
Operating income
|
7,609 | 11,359 | 11,111 | 12,951 | ||||||||||||
Net income
|
4,095 | 6,194 | 6,333 | 7,663 | ||||||||||||
Basic earnings per common share
|
0.19 | 0.28 | 0.29 | 0.35 | ||||||||||||
Diluted earnings per common share
|
0.19 | 0.28 | 0.29 | 0.35 |
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
Dated: March 14, 2013
|
MARTEN TRANSPORT, LTD. | |
By |
/s/ Randolph L. Marten
|
|
Randolph L. Marten
|
||
Chairman of the Board and
Chief Executive Officer
|
Signature
|
Title
|
|
/s/ Randolph L. Marten
|
Chairman of the Board, Chief Executive Officer
|
|
Randolph L. Marten
|
and Director (Principal Executive Officer)
|
|
/s/ James J. Hinnendael
|
Chief Financial Officer
|
|
James J. Hinnendael
|
(Principal Financial and Accounting Officer)
|
|
/s/ Larry B. Hagness
|
Director
|
|
Larry B. Hagness
|
||
/s/ Thomas J. Winkel
|
Director
|
|
Thomas J. Winkel
|
||
/s/ Jerry M. Bauer
|
Director
|
|
Jerry M. Bauer
|
||
/s/ Robert L. Demorest
|
Director
|
|
Robert L. Demorest
|
||
/s/ G. Larry Owens
|
Director
|
|
G. Larry Owens
|
Description
|
Balance at
Beginning of
|
Charged to
Costs and
|
Deductions
|
Balance at
End of Year
|
||||||||||||
Insurance and claims accruals:
|
||||||||||||||||
Year ended December 31, 2012
|
$ | 13,042 | $ | 32,548 | $ | (31,752 | ) (1) | $ | 13,838 | |||||||
Year ended December 31, 2011
|
17,653 | 27,675 | (32,286 | ) (1) | 13,042 | |||||||||||
Year ended December 31, 2010
|
19,222 | 24,892 | (26,461 | ) (1) | 17,653 | |||||||||||
Allowance for doubtful accounts:
|
||||||||||||||||
Year ended December 31, 2012
|
470 | — | (136 | ) (2) | 334 | |||||||||||
Year ended December 31, 2011
|
170 | 544 | (244 | ) (2) | 470 | |||||||||||
Year ended December 31, 2010
|
245 | (21 | ) | (54 | ) (2) | 170 |
(1)
|
Claims payments
|
(2)
|
Write-off of bad debts, net of recoveries
|
Item No.
|
Item
|
Filing Method
|
|
3.1
|
Amended and Restated Certificate of Incorporation effective August 11, 2003
|
Incorporated by reference to Exhibit 4.1 of the Company’s Amendment No. 2 to Registration Statement on Form S-2 (File No. 33-107367).
|
|
3.2
|
Amendment to Amended and Restated Certificate of Incorporation effective May 25, 2005
|
Incorporated by reference to Exhibit 3.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (File No. 0-15010).
|
|
3.3
|
Bylaws of the Company, as amended
|
Incorporated by reference to Exhibit 3.3 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 0-15010).
|
|
4.1
|
Specimen form of the Company’s Common Stock Certificate
|
Incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 (File No. 33-8108).
|
|
4.2
|
Amended and Restated Certificate of Incorporation effective August 11, 2003
|
See Exhibit 3.1 above.
|
|
4.3
|
Amendment to Amended and Restated Certificate of Incorporation effective May 25, 2005
|
See Exhibit 3.2 above.
|
|
4.4
|
Bylaws of the Company
|
See Exhibit 3.3 above.
|
|
10.1
|
Marten Transport, Ltd. 1995 Stock Incentive Plan
|
Incorporated by reference to Exhibit 10.18 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 0-15010).
|
|
10.2
|
Marten Transport, Ltd. 2005 Stock Incentive Plan
|
Incorporated by reference to Exhibit 10.18 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (File No. 0-15010).
|
|
10.3
|
Form of Non-Statutory Stock Option Agreement for the 2005 Stock Incentive Plan
|
Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed January 31, 2006.
|
|
10.4
|
Form of Non-employee Director Non-statutory Stock Option Agreement
|
Incorporated by reference to Exhibit 10.26 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (File No. 0-15010).
|
Item No.
|
Item
|
Filing Method | |
10.5
|
Credit Agreement, dated as of August 31, 2006, by and among Marten Transport, Ltd., as borrower, the banks party thereto as lenders, and U.S. Bank National Association, as agent for the lenders
|
Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed September 6, 2006.
|
|
10.6
|
First Amendment to Credit Agreement, effective as of January 1, 2007, by and among Marten Transport, Ltd., as borrower, the banks party thereto as lenders, and U.S. Bank National Association, as agent for the lenders
|
Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed January 5, 2007.
|
|
10.7
|
Form of Amended and Restated Change in Control Severance Agreement
|
Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed August 15, 2007.
|
|
10.8
|
Second Amendment to Credit Agreement, effective as of November 30, 2007, by and among Marten Transport, Ltd., as borrower, the banks party thereto as lenders, and U.S. Bank National Association, as agent for the lenders
|
Incorporated by reference to Exhibit 10.14 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 0-15010).
|
|
10.9
|
Form of First Amendment to Amended and Restated Change in Control Severance Agreement
|
Incorporated by reference to Exhibit 10.18 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 0-15010).
|
|
10.10
|
Form of Indemnification Agreement
|
Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed February 22, 2010.
|
|
10.11
|
Amendment to the Marten Transport, Ltd. 2005 Stock Incentive Plan
|
Incorporated by reference to Exhibit 10.17 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 0-15010).
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10.12
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Marten Transport, Ltd. Deferred Compensation Plan
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Incorporated by reference to Exhibit 10.18 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 0-15010).
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10.13
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Form of Performance Unit Award Agreement
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Incorporated by reference to Exhibit 10.19 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 0-15010).
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10.14
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Form of Second Amendment to Amended and Restated Change in Control Agreement
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Incorporated by Reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed March 8, 2011.
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Item No.
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Item
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Filing Method | |
10.15
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Third Amendment to Credit Agreement, dated as of May 27, 2011, by and among Marten Transport, Ltd. as borrower, the banks party thereto as lenders, and U.S. Bank National Association, as agent for the lenders.
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Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed May 31, 2011.
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10.16
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Executive Officer Performance Incentive Plan
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Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed March 5, 2012.
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10.17
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Named Executive Officer Compensation
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Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed May 4, 2012.
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10.18
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Fourth Amendment to Credit Agreement, dated as of December 10, 2012, between Marten Transport, Ltd. as borrower and U.S. Bank National Association. | Filed with this Report. | |
23.1
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Consent of KPMG LLP
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Filed with this Report.
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31.1
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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)
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Filed with this Report.
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31.2
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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 Chief Financial Officer (Principal Financial Officer)
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Filed with this Report.
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32.1
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Filed with this Report.
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Item No.
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Item
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Filing Method | |
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|||
101
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The following financial information from Marten Transport, Ltd.’s Annual Report on Form 10-K for the period ended December 31, 2012, filed with the SEC on March 14, 2013, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of December 31, 2012 and December 31, 2011, (ii) Consolidated Statements of Operations for the three years ended December 31, 2012, (iii) Consolidated Statements of Stockholders’ Equity for the three years ended December 31, 2012, (iv) Consolidated Statements of Cash Flows for the three years ended December 31, 2012, and (v) Notes to Consolidated Financial Statements.**
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Filed with this Report.
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KPMG LLP |
1.
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I have reviewed this annual report on Form 10-K of Marten Transport, Ltd.;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
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(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: March 14, 2013
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/s/ Randolph L. Marten
|
Randolph L. Marten
|
|
Chief Executive Officer
(Principal Executive Officer)
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1.
|
I have reviewed this annual report on Form 10-K of Marten Transport, Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 14, 2013
|
/s/ James J. Hinnendael
|
James J. Hinnendael
|
|
Chief Financial Officer
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: March 14, 2013
|
/s/ Randolph L. Marten
|
Randolph L. Marten
|
|
Chief Executive Officer
|
|
/s/ James J. Hinnendael
|
|
James J. Hinnendael
|
|
Chief Financial Officer
|