0000799167 MARTEN TRANSPORT LTD false --12-31 FY 2020 348 382 5 0 5 7 0 5 7 99 99 25 0 0 0 0 2017 2018 2019 2020 3 2 0.01 1,000,000 2,000,000 5 3 3 2 0 0.04 0.027 0.02 0.02 0.02 0.017 0.017 0.017 25 0.01 6 3 5 3 2 107,048 5 5 10 0 0 0 3 5 1 0 Claims payments Expected dividend yield – The calculation is based on the total expected annual dividend payout divided by the average stock price. This number of performance unit award shares vested based on our financial performance in 2020 and was distributed or credited to the Marten Transport, Ltd. Deferred Compensation Plan in March 2021. The fair value of unit award shares that vested in 2020 was $1.3 million. Write-off of bad debts, net of recoveries Operating lease asset balances at December 31, 2020 and 2019. 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. 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. 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. 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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 0R 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2020

Commission file number 0-15010

 

MARTEN TRANSPORT, LTD.

(Exact name of registrant as specified in its charter)

Delaware

 

39-1140809

(State of incorporation)

 

(I.R.S. Employer Identification no.)

   

129 Marten Street

 

 

Mondovi, Wisconsin

54755

(715) 926-4216

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:

Trading symbol:

Name of each exchange on which registered:

COMMON STOCK, PAR VALUE

MRTN

THE NASDAQ STOCK MARKET LLC

$.01 PER SHARE

 

(NASDAQ GLOBAL SELECT MARKET)

 

Securities registered pursuant to Section 12(g) of the Act:

 

NONE

 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

 

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

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

 

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

 

Large accelerated filerAccelerated filer ☐Emerging growth company
Smaller reporting company  Non-accelerated filer ☐ 

 

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

 

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

 

As of June 30, 2020 (the last business day of the Registrant’s most recently completed second fiscal quarter), the aggregate market value of the Common Stock of the Registrant (based upon the closing price of the Common Stock at that date as reported by the NASDAQ Global Select Market), excluding outstanding shares beneficially owned by directors and executive officers, was $1,080,744,000.

 

As of February 15, 2021, 82,705,005 shares of Common Stock of the Registrant were outstanding.

 

Part III of this Annual Report on Form 10-K incorporates by reference information (to the extent specific sections are referred to in this Report) from the Registrant’s Proxy Statement for the annual meeting to be held May 4, 2021, or 2021 Proxy Statement.

 



 

 

 

 

 

TABLE OF CONTENTS

 

    Page
     
PART I
     

ITEM 1.

BUSINESS

1

ITEM 1A.

RISK FACTORS

6

ITEM 1B.

UNRESOLVED STAFF COMMENTS     

10

ITEM 2.

PROPERTIES     

11

ITEM 3.

LEGAL PROCEEDINGS     

11

ITEM 4.

MINE SAFETY DISCLOSURES     

11

ITEM 4A.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS     

12

     

PART II

     

ITEM 5. 

MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES    

13

ITEM 6.

SELECTED FINANCIAL DATA     

15

ITEM 7.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

16

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

30

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA     

31

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE     

54

ITEM 9A.

CONTROLS AND PROCEDURES     

54

ITEM 9B.

OTHER INFORMATION     

54

     

PART III

     

ITEM 10. 

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE     

55

ITEM 11.

EXECUTIVE COMPENSATION     

55

ITEM 12. 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS     

55

ITEM 13. 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE     

55

ITEM 14. 

PRINCIPAL ACCOUNTANT FEES AND SERVICES     

55

     

PART IV

     

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES     

56

ITEM 16. 

FORM 10-K SUMMARY

61

OTHER

     

Signature Page  

61

 

   

i

 

 

 

FORWARD-LOOKING INFORMATION

 

This Annual Report on Form 10-K contains certain forward-looking statements. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements not of historical fact may be considered forward-looking statements. Written words such as may expect, believe, anticipate, plan, goal, or estimate, or other variations of these or similar words, identify such statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially from those expressed in such forward-looking statements. Important factors known to us that could cause such material differences are identified in this Annual Report on Form 10-K under the heading Risk Factors beginning on page 6. We undertake no obligation to correct or update any forward-looking statements, whether as a result of new information, future events, or otherwise. You are advised, however, to consult any future disclosures we make on related subjects in future filings with the Securities and Exchange Commission.

 

References in this Annual Report to we, us, our, or the Company or similar terms refer to Marten Transport, Ltd. and its consolidated subsidiaries unless the context otherwise requires.

 

PART I

ITEM 1.

BUSINESS

 

Overview

 

We have strategically transitioned from a refrigerated long-haul carrier to a multifaceted business offering a network of refrigerated and dry truck-based transportation capabilities across our five distinct business platforms – Truckload, Dedicated, Intermodal, Brokerage and MRTN de Mexico. We are one of the leading temperature-sensitive truckload carriers in the United States, specializing in transporting and distributing food and other consumer packaged goods that require a temperature-controlled or insulated environment. Our dry freight services are expanding, with 1,812 dry vans operating as of December 31, 2020. In 2020, we generated $874.4 million in operating revenue. Approximately 58% of our Truckload and Dedicated revenue in 2020 resulted from hauling temperature-sensitive products and 42% from hauling dry freight. We operate throughout the United States and in parts of Canada and Mexico, with substantially all of our revenue generated from within the United States. We provide regional truckload carrier services in the Southeast, West Coast, Midwest, South Central and Northeast regions. Our primary medium-to-long-haul traffic lanes are between the Midwest and the West Coast, Southwest, Southeast, and the East Coast, as well as from California to the Pacific Northwest. In 2020, our average length of haul was 404 miles.

 

Our growth strategy is to expand our business organically by offering shippers a high level of service and significant freight capacity. We market primarily to shippers that offer consistent volumes of freight in the lanes we prefer and are willing to compensate us for a high level of service. With our fleet of 3,331 company and independent contractor tractors, we offer service levels that include up to 99% on-time performance and delivery within the narrow time windows often required when shipping perishable commodities.

 

We have four reporting segments – Truckload, Dedicated, Intermodal and Brokerage. Financial information regarding these segments can be found in Footnote 17 to the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.

 

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 agreements with customers are typically for one year.

 

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

 

Our Intermodal segment transports our customers’ freight within the United States utilizing our temperature-controlled trailers and, beginning in September 2019, our refrigerated containers, each on railroad flatcars for portions of trips, with the balance of the trips using our tractors or, to a lesser extent, contracted carriers.

 

 

1

 

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.

 

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

 

Organized under Wisconsin law in 1970, we are a successor to a sole proprietorship Roger R. Marten founded in 1946. In 1988, we reincorporated under Delaware law. Our executive offices are located at 129 Marten Street, Mondovi, Wisconsin 54755. Our telephone number is (715) 926-4216.

 

We maintain a website at www.marten.com. We are not including the information contained on our website as a part of, nor incorporating it by reference into, this Annual Report on Form 10-K. We post on our website, free of charge, documents that we file with or furnish to the Securities and Exchange Commission, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and proxy statements, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission. We also provide a link on our website to Forms 3, 4 and 5 that our officers, directors and 10% stockholders file with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934.

 

Marketing and Operations

 

We approach our business as an integrated effort of marketing and operations. We target food and consumer packaged goods companies whose products require temperature-sensitive services and who ship multiple truckloads per week. By emphasizing high-quality service, we seek to become a core carrier for our customers. In 2020, our largest customer was Walmart.

 

Our marketing efforts are conducted by a staff of 271 sales, customer service and support personnel under the supervision of our senior management team. Marketing personnel travel within their regions to solicit new customers and maintain contact with existing customers. Customer service managers regularly contact customers to solicit additional business on a load-by-load basis.

 

Our operations and sales personnel strive to improve our asset productivity by seeking freight that allows for rapid turnaround times, minimizes non-revenue miles between loads, and carries a favorable rate structure. Once we have established a customer relationship, customer service managers work closely with our fleet managers to match customer needs with our capacity and the location of revenue equipment. Fleet managers use our optimization system to assign loads to satisfy customer and operational requirements, as well as to meet the routing needs of our drivers. We attempt to route most of our trucks over selected operating lanes, which we believe assists us in meeting customer requirements, balancing traffic, reducing non-revenue miles, and improving the reliability of delivery schedules.

 

We employ technology in our operations when we believe that it will allow us to operate more efficiently and the investment is cost-justified. Examples of the technologies we employ include:

 

 

Terrestrial 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.

 

 

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.

 

2

 

We believe this integrated approach to our marketing and operations, coupled with our use of technology, has allowed us to provide our customers with a high level of service and support our revenue growth in an efficient manner. For example, we produced a non-revenue mile percentage of 6.3% during 2020, which points to the efficiency of our operations and we believe compares favorably to other temperature-sensitive and dry van trucking companies.

 

Major Customers

 

A significant portion of our revenue is generated from our major customers. In 2020, our top 30 customers accounted for approximately 69% of our revenue, and our top ten customers accounted for 52% of our revenue. We have emphasized increasing our customer diversity which is shown by the decrease in the portion of our revenue with our top customers. In 2010, our top 30 customers accounted for approximately 78% of our revenue. Five of our top ten customers have been significant customers of ours for the last ten years. We believe we are the largest or second largest temperature-sensitive carrier for five of our top ten customers. We believe our relationships with these key customers are sound, but we are dependent upon them and the loss of some or all of their business could have a materially adverse effect on our results.

 

Human Capital

 

As of December 31, 2020, we had 4,162 employees. This total consists of 3,213 drivers, 305 mechanics and maintenance personnel, and 644 support personnel, which includes management and administration. As of that date, we also contracted with 143 independent contractors. None of our employees are represented by a collective bargaining unit. We consider relations with our employees to be good.

 

We believe our employees are a critical part to the continued success of our operations. Our business model depends on the efforts of our support personnel to efficiently and effectively coordinate transportation services for our customers and on the efforts of our drivers to timely and safely execute the delivery of our customers’ cargo. Competition in the trucking industry for qualified drivers is normally intense and has increased. Our operations have been impacted, and from time-to-time we have experienced under-utilization and increased expense, as a result of a shortage of qualified drivers. As such, we dedicate significant attention to hiring and retaining talented employees to manage, support and execute our operations and place a high priority on the recruitment and retention of an adequate supply of qualified drivers. As part of those efforts, we are also committed to hiring, developing and supporting a diverse and inclusive workplace.

 

We believe we provide our employees with compensation and benefits that are competitive with or exceed our industry peers. We primarily pay company-employed drivers a fixed rate per mile. The rate increases based on length of service. We also compensate drivers for all detention time, for inclement weather and for road service delays. Total weekly compensation is also subject to a guaranteed minimum amount. Drivers also are eligible for bonuses based upon safe, efficient driving. We pay independent contractors a fixed rate per mile. Independent contractors pay for their own fuel, insurance, maintenance, and repairs.

 

The health and wellbeing of our employees is paramount to our success. We sponsor a wellness program designed to enhance the wellbeing of all our employees. The COVID-19 pandemic has also heightened our responsibility of ensuring our employees have a safe work environment and we have implemented numerous efforts to keep our valued employees safe, healthy and informed. We believe that maintaining a healthy, safe and productive professional driver group is essential to providing excellent customer service and achieving profitability. We select drivers, including independent contractors, using our specific guidelines for safety records, including drivers’ Compliance, Safety, Accountability, or CSA, scores, driving experience, and personal evaluations. We maintain stringent screening, training, and testing procedures for our drivers to reduce the potential for accidents and the corresponding costs of insurance and claims. We train new drivers at a number of our terminals in all phases of our policies and operations, as well as in safety techniques and fuel-efficient operation of the equipment. All new drivers also must pass DOT required tests prior to assignment to a vehicle.

 

For a more detailed discussion of the impact of the COVID-19 pandemic on our human capital resources and certain risks related to driver recruitment and retention, see “Risk Factors” in Item 1A of this Form 10-K.

 

Revenue Equipment

 

Our revenue equipment programs are an important part of our overall goal of profitable growth. We evaluate our equipment decisions based on factors such as initial cost, useful life, warranty terms, expected maintenance costs, fuel economy, driver comfort, customer needs, manufacturer support, and resale value. We generally operate newer, well-maintained equipment with uniform specifications to minimize our spare parts inventory, streamline our maintenance program, and simplify driver training.

 

3

 

As of December 31, 2020, we operated a fleet of 3,331 tractors, including 3,188 company-owned tractors and 143 tractors supplied by independent contractors. The average age of our company-owned tractor fleet at December 31, 2020 was approximately 1.6 years. In 2020, we replaced our company-owned tractors within an average of 4.1 years after purchase.

 

Freightliner and Kenworth manufacture most of our company-owned tractors. Maintaining a relatively new and standardized fleet allows us to operate most miles while the tractors are under warranty to minimize repair and maintenance costs. It also enhances our ability to attract drivers, increases fuel economy, and improves customer acceptance by minimizing service interruptions caused by breakdowns. We adhere to a comprehensive maintenance program during the life of our equipment. We perform most routine servicing and repairs at our terminal facilities to reduce costly on-road repairs and out-of-route trips. We do not have any agreements with tractor manufacturers pursuant to which they agree to repurchase the tractors or guarantee a residual value, and we therefore could incur losses upon disposition if resale values of used tractors decline.

 

We historically have contracted with independent contractors to provide and operate a portion of our tractor fleet. Independent contractors own their own tractors and are responsible for all associated expenses, including financing costs, fuel, maintenance, insurance, and taxes. The percentage of our fleet provided by independent contractors was 4.3% at December 31, 2020, 2.9% at December 31, 2019 and 1.7% at December 31, 2018.

 

As of December 31, 2020, we operated a fleet of 5,395 trailers, consisting of 3,583 refrigerated trailers and 1,812 dry vans. Most of our refrigerated trailers are equipped with Thermo-King refrigeration units, air ride suspensions, and anti-lock brakes. The average age of our trailer fleet at December 31, 2020 was approximately 3.0 years. In 2020, we replaced our company-owned trailers within an average of 6.4 years after purchase.

 

As of December 31, 2020, we operated a fleet of 433 refrigerated containers for use on railroad flatcars as compared to a fleet of 237 refrigerated containers as of December 31, 2019.

 

Insurance and Claims

 

We self-insure for a portion of our claims exposure resulting from workers’ compensation, auto liability, general liability, cargo and property damage claims, as well as employees’ health insurance. We are responsible for our proportionate share of the legal expenses relating to such claims as well. We reserve currently for anticipated losses and expenses. We periodically evaluate and adjust our insurance and claims reserves to reflect our experience. We have $17.0 million in standby letters of credit to guarantee settlement of claims under agreements with our insurance carriers and regulatory authorities. We maintain insurance coverage for per-incident and total losses in excess of the amounts for which we self-insure up to specified policy limits with licensed insurance carriers. Insurance carriers have significantly raised premiums for trucking companies, which increases our insurance and claims expense, along with other factors. We believe that our policy of self-insuring up to set limits, together with our safety and loss prevention programs, are effective means of managing insurance costs.

 

Fuel

 

Our operations are heavily dependent upon the use of diesel fuel. The price and availability of diesel fuel can vary and are subject to political, economic, and market factors that are beyond our control. Fuel prices fluctuated dramatically and quickly at various times during the last three years. We actively manage our fuel costs by purchasing fuel in bulk in Mondovi, Wisconsin and at a number of our other maintenance facilities throughout the country and have volume purchasing arrangements with national fuel centers that allow our drivers to purchase fuel at a discount while in transit. During 2020, nearly 100% of our fuel purchases were made at these designated locations. To help further reduce fuel consumption, we have equipped our company-owned tractors with auxiliary power units since 2007. These units reduce fuel consumption by providing quiet climate control and electrical power for our drivers without idling the tractor engine. We have also invested in satellite tracking equipment for the temperature-control units on our trailers that has improved fuel usage through management of required temperature settings and run time of the units.

 

We further manage our exposure to changes in fuel prices through fuel surcharge programs with our customers and other measures that we have implemented. We have historically 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. These fuel surcharges, which adjust with the cost of fuel, enable us to recover a substantial portion of the higher cost of fuel as prices increase, except for non-revenue miles, out-of-route miles or fuel used while the tractor is idling. As of December 31, 2020, we had no derivative financial instruments to reduce our exposure to fuel price fluctuations.

 

4

 

Competition

 

We are one of the leading carriers operating in the temperature-sensitive segment of the truckload market, and our dry freight services are expanding. These markets are highly competitive, and we compete with many other truckload carriers of varying sizes and, to a lesser extent, with less-than-truckload carriers, railroads, and other transportation companies, many of which have more equipment, a wider range of services, and greater capital resources than we do or have other competitive advantages. We also compete with other motor carriers for the services of drivers, independent contractors, and management employees. We believe that the principal competitive factors in our business are service, freight rates, capacity, use of technology and financial stability, which positions us well to compete in these segments.

 

Regulation

 

The DOT and various state and local agencies exercise broad powers over our business, generally governing such activities as authorization to engage in motor carrier operations, safety and insurance requirements. Our company drivers and independent contractors also must comply with the safety and fitness regulations promulgated by the DOT, including those relating to drug and alcohol testing, medical and continuous training qualification and hours-of-service.

 

The DOT, through the Federal Motor Carrier Safety Administration, or FMCSA, imposes safety and fitness regulations on us and our drivers. In December 2010, the FMCSA introduced the Compliance, Safety, Accountability, or CSA, system to measure and evaluate the on-road safety performance of commercial carriers and individual drivers. CSA’s Motor Carrier Safety Measurement System replaced the former SafeStat system and has removed a number of drivers from the industry as carriers are less willing to hire and retain drivers with marginal ratings, which has increased competition for qualified drivers. The FMCSA is currently evaluating a new statistical model known as the Item Response Theory, or IRT, model to replace the current system utilizing CSA scores in order to better evaluate the safety of motor carriers.

 

The FMCSA issued final revisions to the hours-of-service requirements for drivers in September 2020. The revisions allow drivers more flexibility with their 30-minute rest breaks and with dividing their time in the sleeper berth. Additionally, the new regulations increase by two hours the duty time for drivers encountering adverse weather and expand the short haul exemption radius from 100 to 150 miles.

 

In January 2011, the FMCSA issued a regulatory proposal requiring commercial carriers to track compliance with hours-of-service regulations using electronic logging devices, or ELD’s, which was vacated and sent back to the FMCSA for further analysis and review in September 2011 by the 7th U.S. Circuit Court of Appeals. The Moving Ahead for Progress in the 21st Century Act, or MAP-21 Act, included a provision directing the FMCSA to develop a final ELD rule in 2013, which was delayed until its issuance in December 2015. The final rule required compliance beginning in December 2017 which was strictly enforced beginning in April 2018. Carriers using automatic on-board recording devices, or AOBRD’s, which were installed and in use prior to December 2017 were allowed until December 2019 to convert to ELD’s. Our entire fleet has been equipped with AOBRD’s since early 2011 and converted to ELD’s prior to December 2019.

 

The FMCSA has established a Commercial Driver’s License Drug and Alcohol Clearinghouse, which is a database of drivers who have violations including failed or refused drug and alcohol tests. Beginning in January 2020, all carriers are required to run queries in the clearinghouse for all prospective drivers and annually for all drivers currently employed. All testing violations must also be reported to the clearinghouse. Also effective in January 2020, all carriers must perform random drug tests at a rate of at least 50% of the average number of driver positions. The rate was at least 25% previously. We have been testing at a rate in excess of 50%, including when the requirement was at least 25%, and tested 55% in 2020. The impact of the clearinghouse has been significant, with approximately 45,000 drivers removed from the trucking industry in 2020.

 

In September 2020, the United States Department of Health and Human Services proposed mandatory guidelines for federal workplace drug testing programs using hair follicles, which is a more strenuous test than current requirements. The FMCSA expects to issue proposed regulations in 2021.

 

We are also subject to various environmental laws and regulations dealing with the handling of hazardous materials, fuel storage tanks, air emissions from our facilities, engine idling, and discharge and retention of storm water. These regulations did not have a significant impact on our operations or financial results in 2018 through 2020.

 

5

 

ITEM 1A.

RISK FACTORS

 

The following factors are important and should be considered carefully in connection with any evaluation of our business, financial condition, results of operations, prospects, or an investment in our common stock. The risks and uncertainties described below are those that we currently believe may materially affect our company or our financial results. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations or affect our financial results.

 

Risks Related to Companys Industry and Operations

 

Our business is subject to general economic and business factors that are largely beyond our control, any of which could have a materially adverse effect on our operating results. Our business is dependent on a number of general economic and business factors that may have a materially adverse effect on our results of operations, many of which are beyond our control. These factors include excess capacity in the trucking industry, strikes or other work stoppages, and significant increases or fluctuations in interest rates, fuel taxes, fuel prices, and license and registration fees. We are affected by recessionary economic cycles and downturns in customers’ business cycles, particularly in market segments and industries where we have a significant concentration of customers. Economic conditions may adversely affect our customers and their ability to pay for our services.

 

It is not possible to predict the effects of actual or threatened armed conflicts or terrorist attacks, efforts to combat terrorism, military action against any foreign state, heightened security requirements, or other related events and the subsequent effects on the economy or on consumer confidence in the United States, or the impact, if any, on our future results of operations.

 

The COVID-19 pandemic could negatively impact our business and results of operations. Our business may face risks related to the outbreak of the COVID-19 pandemic, which has been declared a “pandemic” by the World Health Organization. The full impact of the pandemic is unknown and evolving. Although transportation services are generally considered essential services and the overall demand for our services has continued, we have experienced significant changes in demand from certain customers in certain freight lanes. We are unable to predict if overall demand for our services will continue at current levels or decrease as a result of the pandemic and its ongoing impact to the economy going forward. We continue to monitor the pandemic’s impact on the health and safety of our employees, but any widespread outbreak among our employees may negatively impact our business. Some of our customers are encountering significant disruptions to their business and may represent a greater risk for collection of amounts owed, and we may be required to increase our allowance for credit losses. The extent to which the pandemic impacts our business and operating results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the pandemic and the actions taken to contain the virus or treat its impact as well as the long-term economic impact of the virus, among others.

 

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

 

In addition, the trend toward consolidation in the trucking industry may create other large carriers with greater financial resources and other competitive advantages relating to their size. Competition from freight logistics and brokerage companies may negatively impact our customer relationships and freight rates. Furthermore, economies of scale that may be passed on to smaller carriers by procurement aggregation providers may improve such carriers’ ability to compete with us.

 

6

 

If the growth in our regional operations declines, or if we expand into a market with insufficient economic activity, our results of operations could be adversely affected. We operate regional service centers which are located in a number of cities within the United States. In order to support future growth, these regional operations require the commitment of additional capital, revenue equipment and facilities along with qualified management, drivers and other personnel. Should the growth in our regional operations decline, the results of our operations could be adversely affected. It may become more difficult to identify additional cities that can support service centers, and we may expand into cities where there is insufficient economic activity, reduced capacity for growth or less driver and non-driver personnel to support our operations. We may encounter operating conditions in these new markets that materially differ from our current operations and customer relationships may be difficult to obtain at appropriate freight rates. Also, we may not be able to apply our regional operating strategy successfully in additional cities, and it might take longer than expected or require a more substantial financial commitment than anticipated to establish our operations in the additional cities.

 

Increased prices and restricted availability of new revenue equipment could cause our financial condition, results of operations and cash flows to suffer. We have experienced higher prices for new tractors and trailers over the past few years, primarily as a result of higher commodity prices and government regulations applicable to newly manufactured tractors and trailers. We expect to continue to pay increased prices for revenue equipment for the foreseeable future. Our business could be harmed if we are unable to continue to obtain an adequate supply of new tractors and trailers or if we have to pay increased prices for new revenue equipment.

 

We derive a significant portion of our revenue from our major customers, the loss of one or more of which could have a materially adverse effect on our business. A significant portion of our revenue is generated from our major customers. For 2020 our top 30 customers, based on revenue, accounted for approximately 69% of our revenue; our top ten customers accounted for approximately 52% of our revenue; our top five customers accounted for approximately 43% of our revenue; our top two customers accounted for approximately 35% of our revenue; and our largest customer accounted for approximately 24% of our revenue. Generally, other than for our Dedicated operations, we enter into one-year contracts with our major customers, the majority of which do not contain any firm obligations to ship with us. We cannot ensure that, upon expiration of existing contracts, these customers will continue to use our services or that, if they do, they will continue at the same levels. Many of our customers periodically solicit bids from multiple carriers for their shipping needs, and this process may depress freight rates or result in loss of business to our competitors. Some of our customers also operate their own private trucking fleets, and they may decide to transport more of their own freight. A reduction in or termination of our services by one or more of our major customers could have a materially adverse effect on our business and operating results.

 

Ongoing insurance and claims expenses could significantly affect our earnings. Our future insurance and claims expense might exceed historical levels, which could reduce our earnings. We self-insure for a portion of our claims exposure resulting from workers’ compensation, auto liability, general liability, cargo and property damage claims, as well as employees’ health insurance. We also are responsible for our legal expenses relating to such claims. We reserve currently for anticipated losses and expenses. We periodically evaluate and adjust our claims reserves to reflect our experience. However, ultimate results may differ from our estimates, which could result in losses over our reserved amounts.

 

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

 

If demand declines for our used revenue equipment, it could result in decreased equipment sales, resale values, and gains on sales of assets. The market for used revenue equipment is subject to a number of factors, including fluctuations in demand and prices. We do not have any agreements with tractor manufacturers pursuant to which they agree to repurchase our tractors or guarantee a residual value. As such, we are sensitive to changes in used equipment prices and demand, especially with respect to tractors. Reduced demand for used equipment could result in a lower volume of sales or lower sales prices, either of which could negatively affect our gains on sales of assets.

 

7

 

We depend on the stability, availability and security of the technology related to our management information and communication systems, which may prove to be inadequate. We depend upon our management information and communication systems for the efficient operation of our business. Our systems are used for receiving, planning and optimizing loads, communicating with and monitoring our drivers, tractors and trailers, billing customers and financial reporting. In addition, some of our key software has been developed internally by our programmers or by adapting purchased software to our needs and this software may not be easily modified or integrated with other software and systems. Our operations are potentially vulnerable to interruption by natural disasters, power loss, telecommunications failure, terrorist attacks, internet failures, computer viruses, malware, hacking, and other events beyond our control. Although we have taken steps to prevent and mitigate service interruptions and data security threats, the operational and security risks associated with information technology systems have increased in recent years because of the complexity of the systems and the sophistication and amount of cyber attacks. Our business would be materially and adversely affected if our management information and communication systems are compromised or disrupted by a failure or security breach or if we are unable to improve, upgrade, integrate or expand our systems as we continue to execute our growth strategy.

 

Fluctuations in the price or availability of fuel may increase our cost of operation, which could materially and adversely affect our profitability. We require large amounts of diesel fuel to operate our tractors and to power the temperature-control units on our trailers. Fuel is one of our largest operating expenses. Fuel prices tend to fluctuate, and prices and availability of all petroleum products are subject to political, economic and market factors that are beyond our control. We depend primarily on fuel surcharges, auxiliary power units for our tractors, satellite tracking equipment for the temperature-control units on our trailers, volume purchasing arrangements with truck stop chains and bulk purchases of fuel at our terminals to control and recover our fuel expenses. There can be no assurance that we will be able to collect fuel surcharges, enter into volume purchase agreements, or execute successful hedges in the future. Additionally, we may encounter decreases in productivity that may offset or eliminate savings from auxiliary power units or satellite tracking equipment, or we may incur unexpected maintenance or other costs associated with such units. The absence of meaningful fuel price protection through these measures, fluctuations in fuel prices, or a shortage of diesel fuel, could materially and adversely affect our results of operations.

 

Seasonality and the impact of weather can affect our profitability. Our tractor productivity generally decreases during the winter season because inclement weather impedes operations and some shippers reduce their shipments. At the same time, operating expenses generally increase, with harsh weather creating higher accident frequency, increased claims and more equipment repairs. We can also suffer short-term impacts from weather-related events such as hurricanes, blizzards, ice-storms, and floods that could harm our results or make our results more volatile.

 

Lack of capacity, changes in equipment requirements and service instability in the railroad industry could increase our operating costs and reduce our ability to offer intermodal services, which could adversely affect our revenue, results of operations, and customer relationships. Our Intermodal segment is dependent on railroad services and their capacity to transport freight for our customers. We expect our dependence on railroads will continue to increase as we expand our Intermodal services. We compete for the availability of railroad services with other intermodal operators as well as certain industries reliant on the use of rail cars, such as oil and agricultural, whose consumption of railroad capacity has significantly fluctuated over the past several years. In most markets, rail service is limited to a few railroads or even a single railroad. Any capacity constraints, changes in equipment requirements, service problems or reduction in service by the railroads with which we have, or in the future may have, relationships is likely to increase the cost of the rail-based services we provide and reduce the reliability, timeliness, and overall attractiveness of our rail-based services, which could adversely affect our revenue, results of operations and customer relationships. Furthermore, railroads are relatively free to adjust shipping rates up or down as market conditions permit. Price increases could result in higher costs to our customers and reduce or eliminate our ability to offer Intermodal services. In addition, we cannot assure you that we will be able to negotiate additional contracts with railroads to expand our capacity, add additional routes, or obtain multiple providers, which could limit our ability to provide this service.

 

8

 

Risks Related to Companys Capital Requirements and Financing

 

We have significant ongoing capital requirements that could harm our financial condition, results of operations and cash flows if we are unable to generate sufficient cash from our operations. The truckload industry is capital intensive, and our policy of operating newer equipment requires us to expend significant amounts annually. If we elect to expand our fleet in future periods, our capital needs would increase. We expect to pay for projected capital expenditures with cash flows from operations and borrowings under our revolving credit facility. If we are unable to generate sufficient cash from operations and obtain financing on favorable terms in the future, we may have to limit our growth, enter into less favorable financing arrangements, or operate our revenue equipment for longer periods, any of which could have a materially adverse effect on our profitability.

 

Instability of the credit markets and the resulting effects on the economy could have a material adverse effect on our operating results. If the credit markets and the economy weaken, our business, financial results, and results of operations could be materially and adversely affected, especially if consumer confidence declines and domestic spending decreases. We may need to incur indebtedness, which may include drawing on our credit facility, or issue debt securities in the future to fund working capital requirements, make investments, or for general corporate purposes. Additionally, stresses in the credit market causes uncertainty in the equity markets, which may result in volatility of the market price for our securities.

 

Risks Related to Regulation of Companys Operations

 

We operate in a highly regulated industry and increased costs of compliance with, or liability for violation of, existing or future regulations could have a materially adverse effect on our business. The DOT and various state and local agencies exercise broad powers over our business, generally governing such activities as authorization to engage in motor carrier operations, safety and insurance requirements. Our company drivers and independent contractors also must comply with the safety and fitness regulations promulgated by the DOT, including those relating to drug and alcohol testing, medical and continuous training qualification and hours-of-service. We also may become subject to new or more restrictive regulations relating to fuel emissions, ergonomics, or other matters affecting safety or operating methods. Other agencies, such as the United States Environmental Protection Agency, or EPA, and the United States Department of Homeland Security, or DHS, also regulate our equipment, operations, and drivers. Future laws and regulations may be more stringent and require changes in our operating practices, influence the demand for transportation services, or require us to incur significant additional costs. Higher costs incurred by us or by our suppliers who pass the costs onto us through higher prices could adversely affect our results of operations.

 

The DOT, through the Federal Motor Carrier Safety Administration, or FMCSA, imposes safety and fitness regulations on us and our drivers. In December 2010, the FMCSA introduced the Compliance, Safety, Accountability, or CSA, system to measure and evaluate the on-road safety performance of commercial carriers and individual drivers. CSA’s Motor Carrier Safety Measurement System replaced the former SafeStat system and has removed a number of drivers from the industry as carriers are less willing to hire and retain drivers with marginal ratings, which has increased competition for qualified drivers. The FMCSA is currently evaluating a new statistical model known as the Item Response Theory, or IRT, model to replace the current system utilizing CSA scores in order to better evaluate the safety of motor carriers.

 

The FMCSA issued final revisions to the hours-of-service requirements for drivers in September 2020. The revisions allow drivers more flexibility with their 30-minute rest breaks and with dividing their time in the sleeper berth. Additionally, the new regulations increase by two hours the duty time for drivers encountering adverse weather and expand the short haul exemption radius from 100 to 150 miles.

 

In January 2011, the FMCSA issued a regulatory proposal requiring commercial carriers to track compliance with hours-of-service regulations using electronic logging devices, or ELD’s, which was vacated and sent back to the FMCSA for further analysis and review in September 2011 by the 7th U.S. Circuit Court of Appeals. The Moving Ahead for Progress in the 21st Century Act, or MAP-21 Act, included a provision directing the FMCSA to develop a final ELD rule in 2013, which was delayed until its issuance in December 2015. The final rule required compliance beginning in December 2017 which was strictly enforced beginning in April 2018. Carriers using automatic on-board recording devices, or AOBRD’s, which were installed and in use prior to December 2017 were allowed until December 2019 to convert to ELD’s. Our entire fleet has been equipped with AOBRD’s since early 2011 and converted to ELD’s prior to December 2019.

 

The FMCSA has established a Commercial Driver’s License Drug and Alcohol Clearinghouse, which is a database of drivers who have violations including failed or refused drug and alcohol tests. Beginning in January 2020, all carriers are required to run queries in the clearinghouse for all prospective drivers and annually for all drivers currently employed. All testing violations must also be reported to the clearinghouse. Also effective in January 2020, all carriers must perform random drug tests at a rate of at least 50% of the average number of driver positions. The rate was at least 25% previously. We have been testing at a rate in excess of 50%, including when the requirement was at least 25%, and tested 55% in 2020. The impact of the clearinghouse has been significant, with approximately 45,000 drivers removed from the trucking industry in 2020.

 

9

 

In September 2020, the United States Department of Health and Human Services proposed mandatory guidelines for federal workplace drug testing programs using hair follicles, which is a more strenuous test than the current requirements. The FMCSA expects to issue proposed regulations in 2021.

 

From time to time, various federal, state, or local taxes are increased, including taxes on fuels. We cannot predict whether, or in what form, any such increase applicable to us will be enacted, but such an increase could adversely affect our profitability.

 

Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties. We are subject to various environmental laws and regulations dealing with the handling of hazardous materials, fuel storage tanks, air emissions from our vehicles and facilities, engine idling, and discharge and retention of storm water. We operate in industrial areas, where truck terminals and other industrial activities are located, and where groundwater or other forms of environmental contamination have occurred. Our operations involve the risks of fuel spillage or seepage, environmental damage, and hazardous waste disposal, among others. Although we have instituted programs to monitor and control environmental risks and promote compliance with applicable environmental laws and regulations, if we are involved in a spill or other accident involving hazardous substances or if we are found to be in violation of applicable laws or regulations, we could be subject to liabilities, including substantial fines or penalties or civil and criminal liability, any of which could have a materially adverse effect on our business and operating results.

 

Risks Related to Companys Human Capital

 

Increases in compensation or difficulty in attracting drivers could affect our profitability and ability to grow. The transportation industry has historically experienced substantial difficulty in attracting and retaining qualified drivers, including independent contractors. With the current increased competition for drivers, including the impact that regulatory changes have had on the number of drivers in the transportation industry, we could experience greater difficulty in attracting sufficient numbers of qualified drivers. In addition, the available pool of independent contractor drivers is smaller than it has been historically. Accordingly, we may face difficulty in attracting and retaining drivers for all of our current tractors and for those we may add. Additionally, we may face difficulty in increasing the number of our independent contractor drivers. In addition, our industry suffers from high turnover rates of drivers. Our turnover rate requires us to recruit a substantial number of drivers. Moreover, our turnover rate could increase. If we are unable to continue to attract drivers and contract with independent contractors, we could be required to continue adjusting our driver compensation package or let trucks sit idle. An increase in our expenses or in the number of tractors without drivers could materially and adversely affect our growth and profitability.

 

If we are unable to retain our executive officers and key management employees, our business, financial condition and results of operations could be adversely affected. We are highly dependent upon the services of our executive officers and key management employees, including our Chief Executive Officer. Currently, we do not have employment agreements with these employees and the loss of their services for any reason could have a materially adverse effect on our operations and future profitability. We have entered into agreements with our executive officers that require us to provide compensation to them in the event of termination of their employment without cause in connection with or within a certain period of time after a “change in control” of our Company. In addition, we must continue to develop and retain a core group of managers if we are to realize our goal of expanding our operations and continuing our growth. While our Board regularly engages in succession planning for our Chief Executive Officer and executive leadership team, there is no guarantee that a candidate or plan will be successful. Although we strive to reduce the potential negative impact of any such changes, the loss of any executive officers or key management employees could result in disruptions to our operations. In addition, hiring, training, and successfully integrating replacement personnel, whether internal or external, could be time consuming, may cause additional disruptions to our operations, and may be unsuccessful, which could negatively impact our business, financial condition and results of operations.

 

ITEM 1B.

UNRESOLVED STAFF COMMENTS

 

None.

 

10

 

ITEM 2.

PROPERTIES

 

Our executive offices and principal terminal are located on approximately seven acres in Mondovi, Wisconsin. This facility consists of 39,000 square feet of office space and 21,000 square feet of equipment repair and maintenance space. We added additional equipment repair and maintenance facilities in 2007 and in 2009 in Mondovi, Wisconsin which consist of 15,000 square feet of space located on approximately 11 acres and 50,000 square feet of space located on approximately three acres, respectively. We operate facilities in or near the following cities at which we primarily perform operations and maintenance activities:

 

●         Mondovi, Wisconsin

●         Atlanta, Georgia

●         Memphis, Tennessee

●         Phoenix, Arizona

●         Indianapolis, Indiana

●         Desoto, Texas

●         Jurupa Valley, California

●         Kansas City, Kansas

●         Laredo, Texas

●         Otay Mesa, California

●         Portland, Oregon

●         Colonial Heights, Virginia

●         Tampa, Florida

●         Carlisle, Pennsylvania

●         Rio Grande Valley, Texas

 

Our Truckload, Dedicated and Brokerage segments operate out of a majority of our facilities while our Intermodal segment operates out of a small number of our locations. We believe the nature, size and location of our properties are suitable and adequate for our current business needs.

 

ITEM 3.

LEGAL PROCEEDINGS

 

We are involved in ordinary routine litigation incidental to our operations. These lawsuits primarily involve claims for workers’ compensation, personal injury, or property damage incurred in the transportation of freight.

 

ITEM 4.

MINE SAFETY DISCLOSURES

 

Not Applicable.

 

11

 

ITEM 4A.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

 

Our executive officers, with their ages and the offices held as of February 15, 2021, are as follows:

 

Name

Age

Position

Randolph L. Marten

68

Chairman of the Board, Chief Executive Officer and Director

 

 

 

Timothy M. Kohl

73

President

 

 

 

James J. Hinnendael

57

Executive Vice President and Chief Financial Officer

 

 

 

John H. Turner

59

Executive Vice President of Sales and Marketing

 

Randolph L. Marten has been a full-time employee of ours since 1974. Mr. Marten has been a Director since October 1980, our Chairman of the Board since August 1993 and our Chief Executive Officer since January 2005. Mr. Marten also served as our President from June 1986 until June 2008, our Chief Operating Officer from June 1986 until August 1998 and as a Vice President from October 1980 to June 1986.

 

Timothy M. Kohl has been our President since June 2008 and joined the company in November 2007. Mr. Kohl served as Knight Transportation Inc.’s President from 2004 to 2007 and as its Secretary from 2000 to 2007. Mr. Kohl served as a director on Knight’s Board of Directors from 2001 to 2006, and he served as its Chief Financial Officer from 2000 to 2004. Mr. Kohl also served as Knight’s Vice President of Human Resources from 1996 through 1999. From 1999 through 2000, Mr. Kohl served as Vice President of Knight’s southeast region. Prior to his employment with Knight, Mr. Kohl was employed by Burlington Motor Carriers as Vice President of Human Resources. Prior to his employment with Burlington Motor Carriers, Mr. Kohl served as Vice President of Human Resources for J.B. Hunt.

 

James J. Hinnendael has been our Executive Vice President since May 2015 and our Chief Financial Officer since January 2006 and served as our Controller from January 1992 to December 2005. Mr. Hinnendael served in various professional capacities with Ernst & Young LLP, a public accounting firm, from 1987 to December 1991. Mr. Hinnendael is a certified public accountant.

 

John H. Turner has been our Executive Vice President of Sales and Marketing since December 2019, Senior Vice President of Sales from December 2013 to December 2019, our Vice President of Sales from January 2007 to December 2013 and an executive officer since August 2007. He also served as our Vice President of Sales from October 2000 to February 2005, and as an executive officer from January 2002 to February 2005. Mr. Turner also served as our Director of Sales from July 1999 to October 2000 and in various professional capacities in our sales and marketing area from August 1991 to July 1999 and as our Operations Manager-West from October 1990 to August 1991. Previously, Mr. Turner served as a vice president for Naterra Land, Inc., a recreational land developer, from 2005 to 2006 and as the western fleet general manager and area sales manager for Munson Transportation, Inc., a long-haul truckload carrier, from 1986 to 1990.

 

12

 

 

PART II

 

ITEM 5.

MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Our common stock is listed on the NASDAQ Global Select Market under the symbol “MRTN.” On February 15, 2021, we had 150 record stockholders, and approximately 18,174 beneficial stockholders of our common stock. On August 13, 2020, we effected a three-for-two stock split of our common stock, $.01 par value, in the form of a 50% stock dividend. The following cash dividends and share amounts have been adjusted to give retroactive effect to the stock split for all periods presented.

 

Dividend Policy

 

In 2010, we announced a regular cash dividend program to our stockholders, subject to approval each quarter. We paid cash dividends totaling $52.4 million in 2020 which consisted of a special dividend of $0.50 per share of common stock in December, along with quarterly cash dividends of $0.04 per share of common stock in the third and fourth quarters and of $0.027 per share of common stock in the first and second quarters. We paid cash dividends totaling $42.1 million in 2019 which consisted of a special dividend of $0.433 per share of common stock in September, along with quarterly cash dividends of $0.02 per share of common stock in each quarter of 2019. Quarterly cash dividends of $0.017 per share of common stock were declared in each quarter of 2018 and totaled $5.5 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.

 

Our ability to pay cash dividends is currently limited by restrictions contained in our revolving credit facility, which 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. Waivers allowing stock redemptions and dividends in excess of the 25% limitation in total amounts of up to $60 million in 2020 and of up to $65 million in 2019 were obtained from the lender in November 2020 and August 2019, respectively.

 

Share Repurchase Program

 

In 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 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 in August 2017 to reflect the five-for-three stock split effected in the form of a stock dividend on July 7, 2017. In August 2019, our Board of Directors approved and we announced an increase from current availability in our existing share repurchase program providing for the repurchase of up to $34 million, or approximately 1.8 million shares, of our common stock, which was increased by our Board of Directors to 2.7 million shares in August 2020 to reflect the three-for-two stock split effected in the form of a stock dividend on August 13, 2020. 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 53,064 shares of common stock for $597,000 in the first quarter of 2020 and 300,000 shares of common stock for $3.8 million in the fourth quarter of 2018. We did not repurchase any shares in 2019. As of December 31, 2020, future repurchases of up to $33.4 million, or approximately 2.6 million shares, were available in the share repurchase program.

 

13

 

 

Comparative Stock Performance 

 

The graph below compares the cumulative total stockholder return on our common stock with the NASDAQ Market index and the SIC code 4213 (trucking, except local) line-of-business index for the last five years. Research Data Group, Inc. prepared the line-of-business index. The graph assumes $100 is invested in our common stock, the NASDAQ Stock Market index and the line-of-business index on December 31, 2015, with reinvestment of dividends. The comparisons in the graph below are based on historical data and are not intended to forecast the possible future performance of our common stock. The information in the graph below shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.

 

graph1.jpg
 
14

 

 

ITEM 6.

SELECTED FINANCIAL DATA

 

The following selected financial data should be read in conjunction with the consolidated financial statements and notes under Item 8 of this Form 10-K.

 

(Dollars in thousands, except per share amounts)

 

2020

   

2019

   

2018

   

2017

   

2016

 

FOR THE YEAR

                                       

Operating revenue

  $ 874,374     $ 843,271     $ 787,594     $ 698,120     $ 671,144  

Operating income

    93,246       76,498       70,348       56,862       58,303  

Net income

    69,500       61,071       55,027       90,284       33,464  

Net income – excluding 2017 deferred income taxes benefit(1)

    69,500       61,071       55,027       33,819       33,464  

Operating ratio(2)

    89.3

%

    90.9

%

    91.1

%

    91.9

%

    91.3

%

                                         

PER-SHARE DATA(3)

                                       

Basic earnings per common share

  $ 0.84     $ 0.75     $ 0.67     $ 1.10     $ 0.41  

Basic earnings per common share – excluding 2017 deferred income taxes benefit(1)

    0.84       0.75       0.67       0.41       0.41  

Diluted earnings per common share

    0.84       0.74       0.67       1.10       0.41  

Diluted earnings per common share – excluding 2017 deferred income taxes benefit(1)

    0.84       0.74       0.67       0.41       0.41  

Dividends declared per common share

    0.633       0.513       0.067       0.053       0.04  

Book value

    7.50       7.28       7.05       6.43       5.36  
                                         

AT YEAR END

                                       

Total assets

  $ 831,636     $ 796,586     $ 753,904     $ 690,403     $ 653,748  

Long-term debt

                            7,886  

Stockholders’ equity

    620,333       597,589       575,954       525,500       437,338  

 

(1)

Net income and basic and diluted earnings per common share for 2017 are presented for comparative purposes excluding the $56.5 million deferred income taxes benefit recorded to recognize the impact on our federal net deferred tax liability of the reduction of the federal corporate statutory income tax rate from 35% to 21% related to the Tax Cuts and Jobs Act of 2017.

 

(2)

Represents operating expenses as a percentage of operating revenue.

 

(3)

The amounts for 2016 through 2019 have been restated to reflect the three-for-two stock split effected in the form of a 50% stock dividend on August 13, 2020 and the five-for-three stock split effected in the form of a 66 2/3% stock dividend on July 7, 2017.

 

Note

We account for our revenue in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 606, which we adopted on January 1, 2018 using the modified retrospective method. Prior years have not been restated and continue to be reported under the accounting standards in effect for those periods.

 

15

 

 

ITEM 7.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of our financial condition and results of operations should be read together with the selected consolidated financial data and our consolidated 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 under the heading Risk Factors beginning on page 6. We do not assume, and specifically disclaim, any obligation to update any forward-looking statement contained in this report.

 

Overview

 

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

 

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 agreements with customers are typically for one year.

 

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

 

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

 

Our Intermodal segment transports our customers’ freight within the United States utilizing our temperature-controlled trailers and, beginning in September 2019, our refrigerated containers, each on railroad flatcars for portions of trips, with the balance of the trips using our tractors or, to a lesser extent, contracted carriers. The main factors that affect our Intermodal revenue are the rate per mile and other charges we receive from our customers.

 

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

 

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

 

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

 

16

 

Our operating revenue increased $31.1 million, or 3.7%, in 2020 from 2019. Our operating revenue, net of fuel surcharges, increased $50.7 million, or 6.8%, compared with 2019. Truckload segment revenue, net of fuel surcharges, increased 4.0% from 2019 primarily due to an increase in our average revenue per tractor. Dedicated segment revenue, net of fuel surcharges, increased 21.3% from 2019 primarily due to fleet growth driven by an increase in the number of Dedicated contracts we have with our customers. Intermodal segment revenue, net of fuel surcharges, increased 2.8% primarily due to increased revenue, net of fuel surcharges, per load. Brokerage segment revenue decreased 11.2% primarily due to a decrease in both revenue per load and load volume in 2020. Fuel surcharge revenue decreased to $83.8 million in 2020 from $103.4 million in 2019 due to significantly lower fuel prices.

 

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 statements of operations.

 

Our operating income improved 21.9% to $93.2 million in 2020 from $76.5 million in 2019. Our operating expenses as a percentage of operating revenue, or “operating ratio,” improved to 89.3% in 2020 from 90.9% in 2019. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 88.2% in 2020 from 89.7% in 2019. Our net income improved 13.8% to $69.5 million, or $0.84 per diluted share, in 2020 from $61.1 million, or $0.74 per diluted share, in 2019.

 

Our business requires substantial, ongoing capital investments, particularly for new tractors and trailers. At December 31, 2020, we had $66.1 million of cash and cash equivalents, $620.3 million in stockholders’ equity and no long-term debt outstanding. In 2020, net cash flows provided by operating activities of $189.6 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $102.2 million, to pay cash dividends of $52.4 million, and to upgrade and acquire regional operating facilities in the amount of $5.4 million, resulting in a $34.7 million increase in cash and cash equivalents. We paid cash dividends totaling $52.4 million in 2020 which consisted of a special dividend of $0.50 per share of common stock in December, along with quarterly cash dividends of $0.04 per share of common stock in the third and fourth quarters and of $0.027 per share of common stock in the first and second quarters. We estimate that capital expenditures, net of proceeds from dispositions, will be approximately $137 million in 2021. 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 continue to invest considerable time and capital resources to actively implement and promote long-term environmentally sustainable solutions that drive reductions in our fuel and electricity consumption and decrease our carbon footprint. These initiatives include (i) reducing idle time for our tractors by installing and tightly managing the use of auxiliary power units, which are powered by solar panels and provide climate control and electrical power for our drivers without idling the tractor engine, (ii) improving the energy efficiency of our newer, more aerodynamic and well-maintained tractor and trailer fleets by optimizing the equipment’s specifications, weight and tractor speed, equipping our tractors with automatic transmissions, converting the refrigeration units in our refrigerated trailers to the new, more-efficient CARB refrigeration units along with increasing the insulation in the trailer walls and installing trailer skirts, and using ultra-fuel efficient and wide-based tires, and (iii) upgrading all of our facilities to indoor and outdoor LED lighting along with converting all of our facilities to solar power. Additionally, we are an active participant in the United States EPA SmartWay Transport Partnership, in which freight shippers, carriers, logistics companies and other voluntary stakeholders partner with the EPA to measure, benchmark and improve logistics operations to reduce their environmental footprint.

 

17

 

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

 

Stock Split

 

On August 13, 2020, we effected a three-for-two stock split of our common stock, $.01 par value, in the form of a 50% stock dividend. Our consolidated 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.

 

COVID-19 Update

 

The demand that our customers have from their customers within the COVID-19 pandemic for the food, beverages and other consumer goods that we transport and distribute varies significantly for each customer across their individual products, by region and in total – with the level of demand by freight lane also subject to significant fluctuations. Our continual redeployment of our drivers to match the changing freight demand by lane while minimizing empty miles has been and will continue to be imperative to the utilization of our revenue equipment and our operating revenue through this environment. Our execution of our unique multifaceted business model across our diverse customer base, including our ability to quickly make data-driven decisions and adjustments utilizing our in-house operating technology, has and will continue to be one of our key strengths as we proactively navigate through this fast-changing landscape in providing our essential service.

 

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 believe we are well-positioned for the sustainability of our business from a balance sheet perspective.

 

We fully embrace our responsibility to keep our valued employees safe, healthy and informed and have implemented measures including the following:

 

 

-

Throughout our headquarters and regional operating facilities, we are applying the social distancing guidelines by having a number of our office employees work from their homes and by staggering shift and break times for our maintenance personnel.

 

 

-

We have increased the frequency and extent of disinfecting and cleaning of each of our facilities and thoroughly disinfect all tractors prior to assignment to our drivers.

 

 

-

We provide hand sanitizer and masks to all of our employees. When hand sanitizer was not available in March, we purchased the components and prepared and distributed over 6,000 bottles.

 

 

-

We provide clear communication to our employees promoting essential healthy hygiene habits and assist in responsibly responding to potential symptoms including self-quarantining and testing.

 

18

 

 

Results of Operations

 

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

 

   

2020

   

2019

   

2018

 

Truckload Segment:

                       

Revenue (in thousands)

  $ 379,148     $ 378,000     $ 375,340  

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

  $ 3,926     $ 3,797     $ 3,833  

Average tractors(1)

    1,668       1,663       1,613  

Average miles per trip

    547       548       573  

Total miles (in thousands)

    165,267       155,177       153,514  
                         

Dedicated Segment:

                       

Revenue (in thousands)

  $ 309,784     $ 265,984     $ 223,852  

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

  $ 3,316     $ 3,378     $ 3,300  

Average tractors(1)

    1,566       1,272       1,088  

Average miles per trip

    305       315       309  

Total miles (in thousands)

    132,597       108,814       93,269  
                         

Intermodal Segment:

                       

Revenue (in thousands)

  $ 88,733     $ 90,394     $ 102,025  

Loads

    36,444       36,309       42,425  

Average tractors

    106       91       88  
                         

Brokerage Segment:

                       

Revenue (in thousands)

  $ 96,709     $ 108,893     $ 86,377  

Loads

    58,986       63,200       51,104  

 

(1)

Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 143, 92 and 46 tractors as of December 31, 2020, 2019 and 2018, respectively.

 

19

 

Comparison of Year Ended December 31, 2020 to Year Ended December 31, 2019

 

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

 

                   

Dollar

Change

   

Percentage

Change

 

(Dollars in thousands)

 

2020

   

2019

   

2020 vs.

2019

   

2020 vs.

2019

 

Operating revenue:

                               

Truckload revenue, net of fuel surcharge revenue

  $ 342,357     $ 329,304     $ 13,053       4.0

%

Truckload fuel surcharge revenue

    36,791       48,696       (11,905

)

    (24.4

)

Total Truckload revenue

    379,148       378,000       1,148       0.3  
                                 

Dedicated revenue, net of fuel surcharge revenue

    271,550       223,935       47,615       21.3  

Dedicated fuel surcharge revenue

    38,234       42,049       (3,815

)

    (9.1

)

Total Dedicated revenue

    309,784       265,984       43,800       16.5  
                                 

Intermodal revenue, net of fuel surcharge revenue

    79,944       77,750       2,194       2.8  

Intermodal fuel surcharge revenue

    8,789       12,644       (3,855

)

    (30.5

)

Total Intermodal revenue

    88,733       90,394       (1,661

)

    (1.8

)

                                 

Brokerage revenue

    96,709       108,893       (12,184

)

    (11.2

)

                                 

Total operating revenue

  $ 874,374     $ 843,271     $ 31,103       3.7

%

                                 

Operating income:

                               

Truckload

  $ 39,637     $ 29,666     $ 9,971       33.6

%

Dedicated

    40,909       31,245       9,664       30.9  

Intermodal

    5,730       6,612       (882

)

    (13.3

)

Brokerage

    6,970       8,975       (2,005

)

    (22.3

)

Total operating income

  $ 93,246     $ 76,498     $ 16,748       21.9

%

                                 

Operating ratio(1):

                               

Truckload

    89.5

%

    92.2

%

               

Dedicated

    86.8       88.3                  

Intermodal

    93.5       92.7                  

Brokerage

    92.8       91.8                  

Consolidated operating ratio

    89.3

%

    90.9

%

               

 

(1)

Represents operating expenses as a percentage of operating revenue.

 

Our operating revenue increased $31.1 million, or 3.7%, to $874.4 million in 2020 from $843.3 million in 2019. Our operating revenue, net of fuel surcharges, increased $50.7 million, or 6.8%, to $790.6 million in 2020 from $739.9 million in 2019. This increase was due to a $47.6 million increase in Dedicated revenue, net of fuel surcharges, a $13.1 million increase in Truckload revenue, net of fuel surcharges, and a $2.2 million increase in Intermodal revenue, net of fuel surcharges, partially offset by a $12.2 million decrease in Brokerage revenue. Fuel surcharge revenue decreased to $83.8 million in 2020 from $103.4 million in 2019 due to significantly lower fuel prices.

 

Truckload segment revenue increased $1.1 million, or 0.3%, to $379.1 million in 2020 from $378.0 million in 2019. Truckload segment revenue, net of fuel surcharges, increased $13.1 million, or 4.0%, to $342.4 million in 2020 from $329.3 million in 2019, primarily due to an increase in our average revenue per tractor. The improvement in the operating ratio in 2020 was primarily due to a decrease in net fuel expense as a percentage of revenue along with multiple cost control measures.

 

20

 

Dedicated segment revenue increased $43.8 million, or 16.5%, to $309.8 million in 2020 from $266.0 million in 2019. Dedicated segment revenue, net of fuel surcharges, increased 21.3% primarily due to fleet growth driven by an increase in the number of Dedicated contracts we have with our customers. The improvement in the operating ratio in 2020 was primarily due to a decrease in net fuel expense as a percentage of revenue along with multiple cost control measures.

 

Intermodal segment revenue decreased $1.7 million, or 1.8%, to $88.7 million in 2020 from $90.4 million in 2019. Intermodal segment revenue, net of fuel surcharges, increased 2.8% from 2019 primarily due to increased revenue, net of fuel surcharges, per load. The increase in the operating ratio in 2020 was primarily due to an increase in salaries, wages and benefits expense as a percentage of revenue.

 

Brokerage segment revenue decreased $12.2 million, or 11.2%, to $96.7 million in 2020 from $108.9 million in 2019 primarily due to a decrease in both revenue per load and load volume. The increase in the operating ratio in 2020 was primarily due to an increase in the amounts payable to carriers for transportation services which we arranged as a percentage of our Brokerage revenue.

 

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

 

   

Dollar

Change

   

Percentage

Change

   

Percentage of

Operating Revenue

 

(Dollars in thousands)

 

2020 vs.

2019

   

2020 vs.

2019

   

2020

   

2019

 
                                 

Operating revenue

  $ 31,103       3.7

%

    100.0

%

    100.0

%

Operating expenses (income):

                               

Salaries, wages and benefits

    25,999       9.5       34.3       32.5  

Purchased transportation

    (4,335

)

    (2.7

)

    17.7       18.8  

Fuel and fuel taxes

    (23,208

)

    (19.1

)

    11.2       14.4  

Supplies and maintenance

    1,078       2.3       5.5       5.5  

Depreciation

    7,756       8.2       11.8       11.3  

Operating taxes and licenses

    740       7.3       1.2       1.2  

Insurance and claims

    9,253       24.2       5.4       4.5  

Communications and utilities

    302       3.9       0.9       0.9  

Gain on disposition of revenue equipment

    (53

)

    (0.6

)

    (1.0

)

    (1.0

)

Gain on disposition of facility

    (1,718

)

    N/A       (0.2

)

    -  

Other

    (1,459

)

    (6.3

)

    2.5       2.7  

Total operating expenses

    14,355       1.9       89.3       90.9  

Operating income

    16,748       21.9       10.7       9.1  

Other

    1,050       88.2       -       (0.1

)

Income before income taxes

    15,698       20.2       10.7       9.2  

Income taxes expense

    7,269       43.7       2.7       2.0  

Net income

  $ 8,429       13.8

%

    7.9

%

    7.2

%

 

Salaries, wages and benefits consist of compensation for our employees, including both driver and non-driver employees, employees’ health insurance, 401(k) plan contributions and other fringe benefits. These expenses vary depending upon the size of our Truckload, Dedicated and Intermodal tractor fleets, the ratio of company drivers to independent contractors, our efficiency, our experience with employees’ health insurance claims, changes in health care premiums and other factors. Salaries, wages and benefits expense increased $26.0 million, or 9.5%, in 2020 from 2019. This increase resulted primarily from additional company driver compensation expense of $17.7 million, a $1.4 million increase in bonus compensation expense for our non-driver employees and a $1.3 million increase in employees’ health insurance expense as a result of increased self-insured medical claims.

 

21

 

Purchased transportation consists of amounts payable to railroads and carriers for transportation services we arrange in connection with Brokerage and Intermodal operations and to independent contractor providers of revenue equipment. This category will vary depending upon the amount and rates, including fuel surcharges, we pay to third-party railroad and motor carriers, the ratio of company drivers versus independent contractors and the amount of fuel surcharges passed through to independent contractors. Purchased transportation expense decreased $4.3 million in total, or 2.7%, in 2020 from 2019. Amounts payable to railroads and drayage carriers for transportation services within our Intermodal segment decreased $3.3 million to $56.0 million in 2020 from $59.3 million in 2019, primarily due to a decrease in the fuel surcharge component of the amounts payable. Amounts payable to carriers for transportation services we arranged in our Brokerage segment decreased $9.0 million to $81.6 million in 2020 from $90.7 million in 2019, primarily due to a decrease in both revenue per load and load volume. The portion of purchased transportation expense related to independent contractors within our Truckload and Dedicated segments, including fuel surcharges, increased $8.0 million in 2020 as the number of independent contractors rose. We expect our purchased transportation expense to increase as we grow our Intermodal and Brokerage segments.

 

Fuel and fuel taxes decreased by $23.2 million, or 19.1%, in 2020 from 2019 primarily due to significantly lower fuel prices. Net fuel expense (fuel and fuel taxes net of fuel surcharge revenue and surcharges passed through to independent contractors, outside drayage carriers and railroads) decreased $6.0 million, or 19.9%, to $24.1 million in 2020 from $30.1 million in 2019. Fuel surcharges passed through to independent contractors, outside drayage carriers and railroads decreased to $9.7 million from $12.1 million in 2019. The United States Department of Energy, or DOE, national average cost of fuel decreased to $2.55 per gallon from $3.06 per gallon in 2019. Net fuel expense decreased to 3.5% of Truckload, Dedicated and Intermodal segment revenue, net of fuel surcharges, from 4.8% in 2019. 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.

 

Depreciation relates to owned tractors, trailers, containers, auxiliary power units, communication units, terminal facilities and other assets. The $7.8 million, or 8.2%, increase in depreciation in 2020 was primarily due to an increase in the size of our fleet of tractors. 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 $9.3 million, or 24.2%, increase in insurance and claims in 2020 was primarily due to an increase in our insurance premiums along with increases in the cost of our self-insured workers’ compensation, auto liability and physical damage claims related to our revenue equipment. Our significant self-insured retention exposes us to the possibility of significant fluctuations in claims expense between periods which could materially impact our financial results depending on the frequency, severity and timing of claims.

 

Gain on disposition of revenue equipment was $8.7 million in each of 2020 and 2019. Future gains or losses on dispositions of revenue equipment will be impacted by the market for used revenue equipment, which is beyond our control.

 

Gain on disposition of facility was $1.7 million in 2020. The disposition of the facility, located in Forest Park, GA, was part of our long-term program to expand and update the footprint of our facilities throughout the United States. We held the facility as rental property since 2011 after constructing a larger facility in the area. Any future gains or losses on disposition of facilities will be impacted by the market for real estate, which is beyond our control.

 

The $1.5 million decrease in other operating expenses in 2020 was primarily due to decreased costs associated with travel and entertainment.

 

As a result of the foregoing factors, our operating income improved 21.9% to $93.2 million in 2020 from $76.5 million in 2019. Our operating expenses as a percentage of operating revenue, or “operating ratio,” improved to 89.3% in 2020 from 90.9% in 2019. The operating ratio for our Truckload segment was 89.5% in 2020 and 92.2% in 2019, for our Dedicated segment was 86.8% in 2020 and 88.3% in 2019, for our Intermodal segment was 93.5% in 2020 and 92.7% in 2019, and for our Brokerage segment was 92.8% in 2020 and 91.8% in 2019. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 88.2% in 2020 from 89.7% in 2019.

 

22

 

The decrease in our other non-operating income was primarily due to less interest income earned in 2020.

 

Our effective income tax rate increased to 25.6% in 2020 from 21.4% in 2019. Additional income tax expense of $1.1 million was included in 2020 to adjust for certain discrete tax benefit reserves, which we evaluate based on the current facts, circumstances and information available. Additional income tax benefits of $1.4 million were included in 2019 which resulted from certain discrete tax benefits included in our tax filings in the period which were not previously recognized.

 

As a result of the factors described above, net income improved 13.8% to $69.5 million, or $0.84 per diluted share, in 2020 from $61.1 million, or $0.74 per diluted share, in 2019.

 

Comparison of Year Ended December 31, 2019 to Year Ended December 31, 2018

 

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

 

                   

Dollar

Change

   

Percentage

Change

 

(Dollars in thousands)

 

2019

   

2018

   

2019 vs.

2018

   

2019 vs.

2018

 

Operating revenue:

                               

Truckload revenue, net of fuel surcharge revenue

  $ 329,304     $ 322,324     $ 6,980       2.2

%

Truckload fuel surcharge revenue

    48,696       53,016       (4,320

)

    (8.1

)

Total Truckload revenue

    378,000       375,340       2,660       0.7  
                                 

Dedicated revenue, net of fuel surcharge revenue

    223,935       187,137       36,798       19.7  

Dedicated fuel surcharge revenue

    42,049       36,715       5,334       14.5  

Total Dedicated revenue

    265,984       223,852       42,132       18.8  
                                 

Intermodal revenue, net of fuel surcharge revenue

    77,750       85,572       (7,822

)

    (9.1

)

Intermodal fuel surcharge revenue

    12,644       16,453       (3,809

)

    (23.2

)

Total Intermodal revenue

    90,394       102,025       (11,631

)

    (11.4

)

                                 

Brokerage revenue

    108,893       86,377       22,516       26.1  
                                 

Total operating revenue

  $ 843,271     $ 787,594     $ 55,677       7.1

%

                                 

Operating income:

                               

Truckload

  $ 29,666     $ 35,067     $ (5,401

)

    (15.4

)%

Dedicated

    31,245       18,589       12,656       68.1  

Intermodal

    6,612       11,150       (4,538

)

    (40.7

)

Brokerage

    8,975       5,542       3,433       61.9  

Total operating income

  $ 76,498     $ 70,348     $ 6,150       8.7

%

                                 

Operating ratio(1):

                               

Truckload

    92.2

%

    90.7

%

               

Dedicated

    88.3       91.7                  

Intermodal

    92.7       89.1                  

Brokerage

    91.8       93.6                  

Consolidated operating ratio

    90.9

%

    91.1

%

               

 

(1)

Represents operating expenses as a percentage of operating revenue.

 

23

 

Our operating revenue increased $55.7 million, or 7.1%, to $843.3 million in 2019 from $787.6 million in 2018. Our operating revenue, net of fuel surcharges, increased $58.5 million, or 8.6%, to $739.9 million in 2019 from $681.4 million in 2018. This increase was due to a $36.8 million increase in Dedicated revenue, net of fuel surcharges, a $22.5 million increase in Brokerage revenue, and a $7.0 million increase in Truckload revenue, net of fuel surcharges, partially offset by a $7.8 million decrease in Intermodal revenue, net of fuel surcharges. Fuel surcharge revenue decreased to $103.4 million in 2019 from $106.2 million in 2018. A shift of a portion of line haul revenue to fuel surcharge revenue, which began in mid-first quarter of 2018 as a result of changes in a number of customer agreements, reduced our revenue excluding fuel surcharges by $17.5 million in 2019 and by $12.9 million in 2018, while increasing our fuel surcharge revenue by the same amounts.

 

Truckload segment revenue increased $2.7 million, or 0.7%, to $378.0 million in 2019 from $375.3 million in 2018. Truckload segment revenue, net of fuel surcharges, increased $7.0 million, or 2.2%, to $329.3 million in 2019 from $322.3 million in 2018 primarily due to an increase in our average number of tractors. The shift from line haul revenue to fuel surcharge revenue as a result of changes in a number of customer agreements decreased our Truckload revenue excluding fuel surcharges by $3.4 million in 2019 and by $2.8 million in 2018, while increasing our fuel surcharge revenue by the same amounts. The increase in the operating ratio in 2019 was primarily due to an increase in salaries and wages as a percentage of revenue.

 

Dedicated segment revenue increased $42.1 million, or 18.8%, to $266.0 million in 2019 from $223.9 million in 2018. Dedicated segment revenue, net of fuel surcharges, increased ‐‐19.7% primarily due to fleet growth driven by an increase in the number of Dedicated contracts we have with our customers and an increase in our average revenue per tractor. The shift from line haul revenue to fuel surcharge revenue as a result of changes in a number of customer agreements decreased our Dedicated revenue excluding fuel surcharges by $14.1 million in 2019 and by $10.1 million in 2018, while increasing our fuel surcharge revenue by the same amounts. The improvement in the operating ratio for our Dedicated segment was primarily due to an increase in our average revenue per tractor, startup costs associated with new business that began in 2018 and multiple cost control measures.

 

Intermodal segment revenue decreased $11.6 million, or 11.4%, to $90.4 million in 2019 from $102.0 million in 2018. Intermodal segment revenue, net of fuel surcharges, decreased 9.1% from 2018 due to a decrease in load volume. The increase in the operating ratio in 2019 was primarily due to increases in salaries and wages, fuel expense and amounts payable to railroads as a percentage of revenue.

 

Brokerage segment revenue increased $22.5 million, or 26.1%, to $108.9 million in 2019 from $86.4 million in 2018 due to an increase in load volume. The improvement in the operating ratio in 2019 was due to multiple cost control measures.

 

24

 

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

 

   

Dollar

Change

   

Percentage

Change

   

Percentage of

Operating Revenue

 

(Dollars in thousands)

 

2019 vs.

2018

   

2019 vs.

2018

   

2019

   

2018

 
                                 

Operating revenue

  $ 55,677       7.1

%

    100.0

%

    100.0

%

Operating expenses (income):

                               

Salaries, wages and benefits

    22,109       8.8       32.5       32.0  

Purchased transportation

    14,337       9.9       18.8       18.4  

Fuel and fuel taxes

    (292

)

    (0.2

)

    14.4       15.4  

Supplies and maintenance

    5,884       14.4       5.5       5.2  

Depreciation

    6,552       7.4       11.3       11.2  

Operating taxes and licenses

    627       6.6       1.2       1.2  

Insurance and claims

    (456

)

    (1.2

)

    4.5       4.9  

Communications and utilities

    1,075       16.2       0.9       0.8  

Gain on disposition of revenue equipment

    (1,436

)

    (19.8

)

    (1.0

)

    (0.9

)

Other

    1,127       5.1       2.7       2.8  

Total operating expenses

    49,527       6.9       90.9       91.1  

Operating income

    6,150       8.7       9.1       8.9  

Other

    (509

)

    (74.7

)

    (0.1

)

    (0.1

)

Income before income taxes

    6,659       9.4       9.2       9.0  

Income taxes expense

    615       3.8       2.0       2.0  

Net income

  $ 6,044       11.0

%

    7.2

%

    7.0

%

 

Salaries, wages and benefits expense increased $22.1 million, or 8.8%, in 2019 from 2018. This increase resulted primarily from additional company driver compensation expense of $20.5 million, partially offset by a $4.7 million decrease in bonus compensation expense for our non-driver employees.

 

Purchased transportation expense increased $14.3 million in total, or 9.9%, in 2019 from 2018. Amounts payable to carriers for transportation services we arranged in our Brokerage segment increased $18.3 million to $90.7 million in 2019 from $72.3 million in 2018, primarily due to an increase in brokerage revenue. Amounts payable to railroads and drayage carriers for transportation services within our Intermodal segment decreased $5.8 million to $59.3 million in 2019 from $65.0 million in 2018. This decrease was due to decreased intermodal revenue. The portion of purchased transportation expense related to independent contractors within our Truckload and Dedicated segments, including fuel surcharges, increased $1.8 million in 2019.

 

Fuel and fuel taxes decreased by $292,000, or 0.2%, in 2019 from 2018. 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 $644,000, or 2.2%, to $30.1 million in 2019 from $29.4 million in 2018. Fuel surcharges passed through to independent contractors, outside drayage carriers and railroads decreased to $12.1 million from $14.0 million in 2018. The DOE national average cost of fuel decreased to $3.06 per gallon from $3.18 per gallon in 2018. Net fuel expense also decreased to 4.8% of Truckload, Dedicated and Intermodal segment revenue, net of fuel surcharges, from 4.9% in 2018. 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.

 

Supplies and maintenance consist of repairs, maintenance, tires, parts, oil and engine fluids, along with load-specific expenses including loading/unloading, tolls, pallets and trailer hostling. Our supplies and maintenance expense increased $5.9 million, or 14.4%, from 2018 primarily due to higher outside repair and parts costs associated, in part, with operating a larger fleet.

 

The $6.6 million increase in depreciation was primarily due to an increase in the size of our fleet of tractors and trailers.

 

25

 

The $456,000 decrease in insurance and claims in 2019 was primarily due to a decrease in the cost of our self-insured workers’ compensation claims, partially offset by increases in the cost of auto liability and physical damage claims related to our tractors and trailers.

 

Gain on disposition of revenue equipment increased to $8.7 million in 2019 from $7.2 million in 2018 primarily due to an increase in our average gain for each tractor and trailer sold.

 

As a result of the foregoing factors, our operating income improved 8.7% to $76.5 million in 2019 from $70.3 million in 2018. Our operating expenses as a percentage of operating revenue, or “operating ratio,” was 90.9% in 2019 and 91.1% in 2018. The operating ratio for our Truckload segment was 92.2% in 2019 and 90.7% in 2018, for our Dedicated segment was 88.3% in 2019 and 91.7% in 2018, for our Intermodal segment was 92.7% in 2019 and 89.1% in 2018, and for our Brokerage segment was 91.8% in 2019 and 93.6% in 2018. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 89.7% in both 2019 and 2018.

 

The increase in our other non-operating income was primarily due to additional interest income earned in 2019.

 

Our effective income tax rate decreased to 21.4% in 2019 from 22.5% in 2018 primarily due to a reduction in non-deductible expenses.

 

As a result of the factors described above, net income improved 11.0% to $61.1 million, or $0.74 per diluted share, in 2019 from $55.0 million, or $0.67 per diluted share, in 2018.

 

Liquidity and Capital Resources 

 

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

 

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

 

(In thousands)

 

2020

   

2019

   

2018

 

Net cash flows provided by operating activities

  $ 189,598     $ 156,460     $ 154,204  

Net cash flows used for investing activities

    (106,325

)

    (140,509

)

    (104,851

)

Net cash flows used for financing activities

    (48,607

)

    (41,253

)

    (8,381

)

 

In 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 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 in August 2017 to reflect the five-for-three stock split effected in the form of a stock dividend on July 7, 2017. In August 2019, our Board of Directors approved and we announced an increase from current availability in our existing share repurchase program providing for the repurchase of up to $34 million, or approximately 1.8 million shares, of our common stock, which was increased by our Board of Directors to 2.7 million shares in August 2020 to reflect the three-for-two stock split effected in the form of a stock dividend on August 13, 2020. 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 53,064 shares of common stock for $597,000 in the first quarter of 2020 and 300,000 shares of common stock for $3.8 million in the fourth quarter of 2018. We did not repurchase any shares in 2019. As of December 31, 2020, future repurchases of up to $33.4 million, or approximately 2.6 million shares, were available in the share repurchase program.

 

26

 

In 2020, net cash flows provided by operating activities of $189.6 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $102.2 million, to pay cash dividends of $52.4 million, and to upgrade and acquire regional operating facilities in the amount of $5.4 million, resulting in a $34.7 million increase in cash and cash equivalents. In 2019, net cash flows provided by operating activities of $156.5 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $136.9 million, to pay cash dividends of $42.1 million, and to upgrade regional operating facilities in the amount of $2.9 million, resulting in a $25.3 million decrease in cash and cash equivalents. In 2018, net cash flows provided by operating activities of $154.2 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $97.5 million, to acquire and upgrade regional operating facilities in the amount of $5.9 million, to pay cash dividends of $5.5 million, and to repurchase and retire 300,000 shares of our common stock for $3.8 million, resulting in a $41.0 million increase in cash and cash equivalents. Beginning in 2018, our net cash flows have been increased by the new tax laws established by the Tax Cuts and Jobs Act of 2017, which reduces the federal corporate statutory income tax rate and establishes bonus depreciation that allows for full expensing of qualified assets.

 

We estimate that capital expenditures, net of proceeds from dispositions, will be approximately $137 million in 2021. We paid cash dividends totaling $52.4 million in 2020 which consisted of a special dividend of $0.50 per share of common stock in December, along with quarterly cash dividends of $0.04 per share of common stock in the third and fourth quarters and of $0.027 per share of common stock in the first and second quarters. We paid cash dividends totaling $42.1 million in 2019 which consisted of a special dividend of $0.433 per share of common stock in September, along with quarterly cash dividends of $0.02 per share of common stock in each quarter of 2019. Quarterly cash dividends of $0.017 per share of common stock were declared in each quarter of 2018 and totaled $5.5 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.

 

In August 2018, we entered into an amendment to our unsecured committed credit facility which reduces the aggregate principal amount of the facility from $40.0 million to $30.0 million and extends the term of the facility to August 2023. At December 31, 2020, 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 $17.0 million and remaining borrowing availability of $13.0 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. Waivers allowing stock redemptions and dividends in excess of the 25% limitation in total amounts of up to $60 million in 2020 and of up to $65 million in 2019 were obtained from the lender in November 2020 and August 2019, respectively. 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 December 31, 2020 and 2019.

 

The following is a summary of our contractual obligations as of December 31, 2020.

 

   

Payments Due by Period

 

(In thousands)

 

2021

   

2022

And

2023

   

2024

And

2025

   

Thereafter

   

Total

 

Purchase obligations for revenue equipment

  $ 107,160     $     $     $     $ 107,160  

Operating lease obligations

    524       334       116             974  

Total

  $ 107,684     $ 334     $ 116     $     $ 108,134  

 

The obligation to issue shares of our common stock under our nonqualified deferred compensation plan at December 31, 2020 of 394,056 shares of Company common stock with a value of $6.8 million has been excluded from the above table.

 

27

 

Off-balance Sheet Arrangements

 

Other than standby letters of credit maintained in connection with our self-insurance programs in the amount of $17.0 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 December 31, 2020.

 

Inflation and Fuel Costs

 

Most of our operating expenses are inflation-sensitive, with inflation generally producing increased costs of operations. During the past three 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 shippers reduce their shipments. At the same time, operating expenses generally increase, with harsh weather creating higher accident frequency, increased claims, lower fuel efficiency and more equipment repairs.

 

Critical Accounting Policies

 

The preparation of financial 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 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 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 financial statements.

 

Revenue Recognition. We account for our revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers, which we adopted on January 1, 2018 using the modified retrospective method. The current revenue standard requires us to recognize revenue and 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 date shipment of freight was 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 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 statements of operations.

 

28

 

Accounts Receivable. We are dependent upon a limited number of customers, and, as a result, our trade accounts receivable balance is highly concentrated. Trade accounts receivable are recorded at the invoiced amounts, net of an allowance for credit losses. Our allowance for credit losses was $348,000 as of December 31, 2020 and $382,000 as of December 31, 2019. 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 credit losses 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 credit losses monthly.

 

Property and Equipment. The transportation industry requires significant capital investments. Our net property and equipment was $654.2 million as of December 31, 2020 and $640.4 million as of December 31, 2019. Our depreciation expense was $102.9 million in 2020, $95.1 million in 2019 and $88.6 million in 2018. 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 December 31, 2020 by approximately $14.4 million, or 2.2%.

 

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 were considered to be impaired, the impairment to be recognized would be 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 $17.0 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 balance sheets were $39.6 million as of December 31, 2020 and $31.7 million as of December 31, 2019. 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.

 

29

 

We have also granted performance unit awards to certain employees which 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.

 

ITEM 7A.

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 2020, a 5% increase in the average cost of diesel fuel would have increased our fuel expense by $4.8 million.

 

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

 

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

 

30

 

 

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Managements Annual Report on Internal Control Over Financial Reporting

 

Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, for Marten Transport, Ltd. and subsidiaries (the “Company”). This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

 

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projection of any evaluation of the effectiveness of internal control over financial reporting to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

 

Management, with the participation of the Company’s Chairman of the Board and Chief Executive Officer and Executive Vice President and Chief Financial Officer, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020. In making this evaluation, management used the criteria established in the 2013 Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2020. Further, the Company’s independent registered public accounting firm, Grant Thornton LLP, has issued a report on the Company’s internal controls over financial reporting on page 32 of this Report.

 

March 1, 2021

 

31

 

 

Report of Independent Registered Public Accounting Firm

 

Board of Directors and Shareholders

Marten Transport, Ltd.

 

Opinion on internal control over financial reporting

 

We have audited the internal control over financial reporting of Marten Transport, Ltd. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2020, based on criteria established in the 2013 Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material aspects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013 Internal ControlIntegrated Framework issued by COSO.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2020, and our report dated March 1, 2021 expressed an unqualified opinion on those financial statements.

 

Basis for opinion

 

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

Definition and limitations of internal control over financial reporting

 

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

 

/s/ GRANT THORNTON LLP

Minneapolis, Minnesota

March 1, 2021

 

32

 

 

Report of Independent Registered Public Accounting Firm

 

Board of Directors and Shareholders

Marten Transport, Ltd.

 

Opinion on the financial statements

 

We have audited the accompanying consolidated balance sheets of Marten Transport, Ltd. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013 Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 1, 2021 expressed an unqualified opinion.

 

Basis for opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical audit matter

 

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

 

Auto and workers compensation self-insurance reserves

 

As described further in Note 1 and Note 16 of the consolidated financial statements, the Company self-insures for a portion of their claims exposure resulting from workers’ compensation claims and auto liability claims. The Company maintains insurance coverage for per incident and total losses in excess of their risk retention levels in amounts they consider adequate based upon historical experience and their ongoing review. The Company reserves for the estimated cost of the uninsured portion of pending claims, including legal costs. These reserves are periodically evaluated and adjusted based on the Company’s evaluation of the nature and severity of outstanding individual claims and an estimate of future claims development based on historical development. Insurance and claims expenses, including the related insurance and claims reserves, will vary primarily based upon the frequency and severity of the Company’s accident experience.

 

33

 

We identified the estimation of auto and workers’ compensation claims reserves as a critical audit matter. Auto and workers’ compensation unpaid claim reserves are determined by projecting the estimated ultimate loss related to a claim, less actual costs paid to date. These estimates rely on the assumption that historical claim patterns are an accurate representation for future claims that have been incurred, but not completely paid. The principal considerations for assessing auto and workers’ compensation claims reserves as a critical audit matter are the high level of estimation uncertainty and the level of audit effort and expertise required to audit the reserve related to determining the severity of these types of claims, as well as the inherent subjectivity in management’s judgment in estimating the total costs to settle or dispose of these claims.

 

Our audit procedures related to the accuracy of insurance claims reserves for auto liability and workers’ compensation liability claims included the following, among others.

 

 

We tested the effectiveness of controls over auto and workers’ compensation claims, including the completeness and accuracy of claim expenses and payments and management’s review over actuarial calculations.

 

We tested management’s process for determining the auto and workers’ compensation reserves including evaluating the reasonableness of the methods and assumptions used in estimating the ultimate claim losses with the assistance of an actuarial specialist.

 

We tested the claims data used in the actuarial calculation by selecting samples of historical claims data and inspecting source documents to test key attributes of the claims data.

 

/s/ GRANT THORNTON LLP

 

We have served as the Company’s auditor since 2014.

 

Minneapolis, Minnesota

March 1, 2021

 

34

 

 

 

MARTEN TRANSPORT, LTD.

Consolidated Balance Sheets

 

  

December 31,

 

(In thousands, except share information)

 

2020

  

2019

 

ASSETS

        

Current assets:

        

Cash and cash equivalents

 $66,127  $31,461 

Receivables:

        

Trade, less allowances of $348 and $382, respectively

  83,426   90,712 

Other

  4,202   11,055 

Prepaid expenses and other

  21,903   20,938 

Total current assets

  175,658   154,166 

Property and equipment:

        

Revenue equipment

  787,780   764,419 

Buildings and land

  90,049   88,414 

Office equipment and other

  52,294   51,404 

Less accumulated depreciation

  (275,950

)

  (263,843

)

Net property and equipment

  654,173   640,394 

Other noncurrent assets

  1,805   2,026 

Total assets

 $831,636  $796,586 
         

LIABILITIES AND STOCKHOLDERS EQUITY

        

Current liabilities:

        

Accounts payable

 $25,702  $22,917 

Insurance and claims accruals

  39,595   31,729 

Accrued and other current liabilities

  24,497   21,680 

Total current liabilities

  89,794   76,326 

Deferred income taxes

  121,098   122,022 

Noncurrent operating lease liabilities

  411   649 

Total liabilities

  211,303   198,997 

Commitments and contingencies (Note 16)

          

Stockholders equity:

        

Preferred stock, $.01 par value per share; 2,000,000 shares authorized; no shares issued and outstanding

      

Common stock, $.01 par value per share; 192,000,000 shares authorized; 82,705,005 shares at December 31, 2020, and 82,055,199 shares at December 31, 2019, issued and outstanding

  827   821 

Additional paid-in capital

  85,070   79,465 

Retained earnings

  534,436   517,303 

Total stockholders’ equity

  620,333   597,589 

Total liabilities and stockholders’ equity

 $831,636  $796,586 

 

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

 

35

 

 

 

MARTEN TRANSPORT, LTD.

Consolidated Statements of Operations

 

  

For the years ended December 31,

 

(In thousands, except per share information)

 

2020

  

2019

  

2018

 

Operating revenue

 $874,374  $843,271  $787,594 

Operating expenses (income):

            

Salaries, wages and benefits

  300,155   274,156   252,047 

Purchased transportation

  154,613   158,948   144,611 

Fuel and fuel taxes

  98,133   121,341   121,633 

Supplies and maintenance

  47,815   46,737   40,853 

Depreciation

  102,893   95,137   88,585 

Operating taxes and licenses

  10,840   10,100   9,473 

Insurance and claims

  47,454   38,201   38,657 

Communications and utilities

  8,011   7,709   6,634 

Gain on disposition of revenue equipment

  (8,733

)

  (8,680

)

  (7,244

)

Gain on disposition of facility

  (1,718

)

      

Other

  21,665   23,124   21,997 

Total operating expenses

  781,128   766,773   717,246 

Operating income

  93,246   76,498   70,348 

Other

  (140

)

  (1,190

)

  (681

)

Income before income taxes

  93,386   77,688   71,029 

Income taxes expense

  23,886   16,617   16,002 

Net income

 $69,500  $61,071  $55,027 

Basic earnings per common share

 $0.84  $0.75  $0.67 

Diluted earnings per common share

 $0.84  $0.74  $0.67 

Dividends declared per common share

 $0.633  $0.513  $0.067 

 

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

 

36

 

 

 

MARTEN TRANSPORT, LTD.

Consolidated Statements of Stockholders Equity

 

  

Common Stock

  

Additional

  

Retained

  

Total

Stockholders’

 

(In thousands)

 

Shares

  

Amount

  

Paid-In Capital

  

Earnings

   Equity  

Balance at December 31, 2017

  81,800  $818  $76,413  $448,269  $525,500 

Adoption of accounting standard

           485   485 

Net income

           55,027   55,027 

Repurchase and retirement of common stock

  (300

)

  (3

)

  (3,754

)

  1   (3,756

)

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

  200   2   936      938 

Employee taxes paid in exchange for shares withheld

        (104

)

     (104

)

Share-based payment arrangement compensation expense

        3,323      3,323 

Dividends on common stock

           (5,459

)

  (5,459

)

Balance at December 31, 2018

  81,700   817   76,814   498,323   575,954 

Net income

           61,071   61,071 

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

  355   4   1,618   (2

)

  1,620 

Employee taxes paid in exchange for shares withheld

        (784

)

     (784

)

Share-based payment arrangement compensation expense

        1,817      1,817 

Dividends on common stock

           (42,089

)

  (42,089

)

Balance at December 31, 2019

  82,055   821   79,465   517,303   597,589 

Net income

           69,500   69,500 

Repurchase and retirement of common stock

  (53

)

  (1

)

  (596

)

     (597

)

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

  703   7   4,787   (1

)

  4,793 

Employee taxes paid in exchange for shares withheld

        (437

)

     (437

)

Share-based payment arrangement compensation expense

        1,851      1,851 

Dividends on common stock

           (52,366

)

  (52,366

)

Balance at December 31, 2020

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

 

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

 

37

 

 

 

MARTEN TRANSPORT, LTD.

Consolidated Statements of Cash Flows

 

  

For the years ended December 31,

 

(In thousands)

 

2020

  

2019

  

2018

 

CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:

            

Operations:

            

Net income

 $69,500  $61,071  $55,027 

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

            

Depreciation

  102,893   95,137   88,585 

Tires in service amortization

  6,575   6,861   6,982 

Gain on disposition of revenue equipment

  (8,733

)

  (8,680

)

  (7,244

)

Gain on disposition of facility

  (1,718

)

  -   - 

Deferred income taxes

  (924

)

  16,045   5,351 

Share-based payment arrangement compensation expense

  1,851   1,817   3,323 

Equity in loss (earnings) from affiliate

  -   155   (493

)

Distribution from affiliate

  -   -   227 

Adoption of accounting standard

  -   -   485 

Changes in other current operating items:

            

Receivables

  12,726   (13,638

)

  (8,131

)

Prepaid expenses and other

  (4,593

)

  (4,105

)

  (3,515

)

Accounts payable

  883   5,259   1,800 

Insurance and claims accruals

  7,866   3,626   1,926 

Accrued and other current liabilities

  3,272   (7,088

)

  9,881 

Net cash provided by operating activities

  189,598   156,460   154,204 

CASH FLOWS USED FOR INVESTING ACTIVITIES:

            

Revenue equipment additions

  (166,395

)

  (184,680

)

  (161,160

)

Proceeds from revenue equipment dispositions

  64,185   47,745   63,681 

Buildings and land, office equipment and other additions

  (6,657

)

  (4,723

)

  (7,362

)

Proceeds from buildings and land, office equipment and other dispositions

  2,581   6   5 

Disposition of investment in affiliate

  -   1,168   - 

Other

  (39

)

  (25

)

  (15

)

Net cash used for investing activities

  (106,325

)

  (140,509

)

  (104,851

)

CASH FLOWS USED FOR FINANCING ACTIVITIES:

            

Dividends on common stock

  (52,366

)

  (42,089

)

  (5,459

)

Issuance of common stock from share-based payment arrangement exercises

  4,793   1,620   938 

Repurchase and retirement of common stock

  (597

)

  -   (3,756

)

Employee taxes paid in exchange for shares withheld

  (437

)

  (784

)

  (104

)

Net cash used for financing activities

  (48,607

)

  (41,253

)

  (8,381

)

NET CHANGE IN CASH AND CASH EQUIVALENTS

  34,666   (25,302

)

  40,972 

CASH AND CASH EQUIVALENTS:

            

Beginning of year

  31,461   56,763   15,791 

End of year

 $66,127  $31,461  $56,763 

SUPPLEMENTAL NON-CASH DISCLOSURE:

            

Change in property and equipment not yet paid

 $3,230  $249  $(3,604

)

Operating lease assets and liabilities acquired

 $88  $1,668  $- 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

            

Cash paid for:

            

Income taxes

 $17,980  $4,953  $9,526 

Interest

 $-  $52  $50 

 

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

 

38

 

 

MARTEN TRANSPORT, LTD.

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

 

 

 

1. Summary of Significant Accounting Policies

 

Nature of business: Marten Transport, Ltd. is a multifaceted business offering a network of refrigerated and dry truck-based transportation capabilities across our five distinct business platforms – Truckload, Dedicated, Intermodal, Brokerage and MRTN de Mexico. We are one of the leading temperature-sensitive truckload carriers in the United States, specializing in transporting and distributing food and other consumer packaged goods that require a temperature-controlled or insulated environment. We operate throughout the United States and into and out of Mexico and Canada.

 

Principles of consolidation: The accompanying consolidated financial statements include Marten Transport, Ltd. and its subsidiaries. All intercompany accounts and transactions are eliminated upon consolidation.

 

Cash and cash equivalents: Cash in excess of current operating requirements is invested in short-term, highly liquid investments. We consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. We maintain our cash and cash equivalents in bank accounts which, at times, may exceed federally insured limits. We have not experienced any losses in such accounts.

 

Trade accounts receivable: Trade accounts receivable are recorded at the invoiced amounts, net of an allowance for doubtful accounts. 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. Invoice balances over 30 days after the contractual due date are considered past due per our policy and are reviewed individually for collectibility. Initial payments by new customers are monitored for compliance with contractual terms. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential recovery is considered remote.

 

Property and equipment: Additions and improvements to property and equipment are capitalized at cost. Maintenance and repair expenditures are charged to operations. Gains and losses on disposals of revenue equipment are included in operations as they are a normal, recurring component of our operations.

 

Depreciation is computed based on the cost of the asset, reduced by its estimated salvage value, using the straight-line method for financial reporting purposes. We begin depreciating assets in the month that each asset is placed in service and, therefore, is ready for its intended use, and depreciate each asset until it is taken out of service and available for sale. Accelerated methods are used for income tax reporting purposes. Following is a summary of estimated useful lives for financial reporting purposes:

 

  

Years

 

Tractors

  5  

Trailers

  7  

Refrigerated containers

  12  

Service and other equipment

 3-15 

Buildings and improvements

 20-40 

 

39

 

In 2020, we replaced our company-owned tractors within an average of 4.1 years and our trailers within an average of 6.4 years after purchase. Our useful lives for depreciating tractors is five years, for trailers is seven years and for refrigerated containers is 12 years, with a 25% salvage value for tractors, a 35% salvage value for trailers and no salvage value for refrigerated containers. These salvage values are based upon the expected market values of the equipment after five years for tractors and seven years for trailers. Depreciation expense calculated in this manner approximates the continuing declining value of the revenue equipment, and continues at a consistent straight-line rate for units held beyond the normal replacement cycle.

 

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.

 

Tires in service: The cost of original equipment and replacement tires placed in service is capitalized. Amortization is calculated based on cost, less estimated salvage value, using the straight-line method over 24 months. Tire amortization, which is included within supplies and maintenance in our consolidated statements of operations, was $6.6 million in 2020, $6.9 million in 2019 and $7.0 million in 2018. The current portion of capitalized tires in service is included in prepaid expenses and other in the accompanying consolidated balance sheets. The long-term portion of capitalized tires in service and the estimated salvage value are included in revenue equipment in the accompanying consolidated balance sheets. The cost of recapping tires is charged to operations as incurred.

 

Income taxes: Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We have reflected the necessary deferred tax assets and liabilities in the accompanying consolidated balance sheets. We believe the future tax deductions will be realized principally through future reversals of existing taxable temporary differences and future taxable income.

 

In the ordinary course of business there is inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances, and information available at the reporting dates. For those tax positions where it is more-likely-than-not that a tax benefit will be sustained, we have recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more-likely-than-not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. Potential accrued interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense.

 

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 are responsible for the first $1.0 million on each auto liability claim. We are also responsible for the first $750,000 on each workers’ compensation claim. 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. We reserve currently for the estimated cost of the uninsured portion of pending claims, including legal costs. These reserves are periodically evaluated and adjusted based on our evaluation of the nature and severity of outstanding individual claims and an estimate of future claims development based on historical development. Under agreements with our insurance carriers and regulatory authorities, we have $17.0 million in standby letters of credit to guarantee settlement of claims.

 

Revenue recognition: We account for our revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers, which we adopted on January 1, 2018 using the modified retrospective method. The current revenue standard requires us to recognize revenue and 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 date shipment of freight was completed.

 

40

 

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 carrie