8-K

MARTEN TRANSPORT LTD (MRTN)

8-K 2022-01-25 For: 2022-01-25
View Original
Added on April 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

January 25, 2022

MARTEN TRANSPORT, LTD.

(Exact name of registrant as specified in its charter)

Delaware 0-15010 39-1140809
(State or other jurisdiction of<br> incorporation) (Commission File Number) (I.R.S. Employer<br> Identification Number)
129 Marten Street<br> Mondovi , Wisconsin 54755
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(Address of principal executive offices) (Zip Code)

(715) 926-4216

(Registrant’s telephone number, including area code)

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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<br><br> <br>$.01 PER SHARE MRTN THE NASDAQ STOCK MARKET LLC<br><br> <br>(NASDAQ GLOBAL SELECT MARKET)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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


Section 2Financial Information

Item 2.02. Results of Operations and Financial Condition.

On January 25, 2022, the company issued a press release announcing financial results for the quarter and year ended December 31, 2021. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated January 25, 2022 announcing the company’s financial results for this period.

The press release also includes a discussion of operating revenue, net of fuel surcharge revenue; and operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharge revenue. The company provided these additional disclosures because management believes removing these items provide a more consistent basis for comparing results of operations from period to period. These financial measures in the press release have not been determined in accordance with generally accepted accounting principles (“GAAP”). Pursuant to Regulation G, the company has included a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures. For the discussion of operating revenue, net of fuel surcharge revenue; and operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharge revenue, the most directly comparable GAAP financial measures are operating revenue, and operating expenses divided by operating revenue, which are reconciled in the attached Exhibit 99.1.

The information contained in this report and the exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Section 7 – Regulation FD

Item 7.01.     Regulation FD Disclosure.

Representatives of the company make presentations at investor conferences and in other forums, and these presentations may include the information contained in Exhibit 99.2 attached to this current report on Form 8-K. A copy of the presentation slides containing such information that may be disclosed by the company is attached as Exhibit 99.2 to this report and the information set forth therein is incorporated herein by reference and constitutes a part of this report. The company expects to disclose the information contained in Exhibit 99.2, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others during 2022.

The company is furnishing the information contained in Exhibit 99.2 pursuant to Regulation FD and Item 7.01 of Form 8-K. The information in Exhibit 99.2 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information contained in Exhibit 99.2 is summary information that is intended to be considered in the context of the company’s SEC filings and other public announcements that the company may make, by press release or otherwise, from time to time. The company undertakes no duty or obligation to publicly update or revise the information contained in Exhibit 99.2, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. By filing this current report on Form 8-K and furnishing this information, the company makes no admission as to the materiality of any information contained in this report, including Exhibit 99.2.


Section 9Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Shell Company Transactions.
Not Applicable.
(d) Exhibits.
Exhibit No. Description
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99.1 Press Release dated January 25, 2022 (included herewith).
99.2 Investor presentation slides used by Marten Transport, Ltd. (included herewith).
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MARTEN TRANSPORT, LTD.
Dated: January 25, 2022 By: /s/ James J. Hinnendael
James J. Hinnendael
Its: Executive Vice President and
Chief Financial Officer

ex_327162.htm

Exhibit 99.1

MARTEN TRANSPORT ANNOUNCES FOURTH QUARTER AND YEAR END RESULTS

Reports highest operating revenue and operating income for any quarter and year in Martens history

MONDOVI, Wis., January 25, 2022 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported a 26.1% improvement in net income to $24.7 million, or 30 cents per diluted share, for the fourth quarter ended December 31, 2021, from $19.6 million, or 24 cents per diluted share, for the fourth quarter of 2020. The fourth-quarter earnings also improved sequentially from 2021 third-quarter net income of $21.3 million, or 26 cents per diluted share. For the year ended December 31, 2021, net income improved 22.9% to $85.4 million, or $1.02 per diluted share, from $69.5 million, or 84 cents per diluted share, for 2020.

Operating Results Comparison
Percentage Percentage Percentage Percentage
Increase Increase Increase Increase
Three Months Year Year Year
Ended Ended Ended Ended
December 31, December 31, December 31, December 31,
2021 vs. 2020 2021 vs. 2020 2020 vs. 2019 2019 vs. 2018
Operating revenue 17.4 % 11.4 % 3.7 % 7.1 %
Operating revenue, net of fuel surcharges 12.5 % 8.3 % 6.8 % 8.6 %
Operating income 20.0 % 19.8 % 21.9 % 8.7 %
Net income 26.1 % 22.9 % 13.8 % 11.0 %

Operating revenue for each of the quarter and year ended December 31, 2021 was the highest amount for any quarter and year in Marten’s 76-year history. Operating revenue improved 17.4% to $266.9 million for the fourth quarter of 2021 from $227.3 million for the fourth quarter of 2020, and improved 11.4% to $973.6 million for 2021 from $874.4 million for 2020. Excluding fuel surcharges, operating revenue improved 12.5% to $232.9 million for the 2021 quarter from $207.0 million for the 2020 quarter, and improved 8.3% to $855.9 million for 2021 from $790.6 million for 2020. Fuel surcharge revenue increased to $34.0 million for the 2021 quarter from $20.4 million for the 2020 quarter, and increased to $117.7 million for 2021 from $83.8 million for 2020 due to significantly higher fuel prices.

Operating income for each of the quarter and year ended December 31, 2021 was also the highest amount for any quarter and year in Marten’s history. Operating income improved 20.0% to $30.7 million for the fourth quarter of 2021 from $25.6 million for the fourth quarter of 2020. Operating income improved 19.8% to $111.7 million for 2021 from $93.2 million for 2020.

Operating expenses as a percentage of operating revenue improved to 88.5% for the fourth quarter of 2021 from 88.8% for the fourth quarter of 2020. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 86.8% from 87.7%.


Operating expenses as a percentage of operating revenue improved to 88.5% for 2021 from 89.3% for 2020. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 87.0%, the best ratio for any year since Marten became a public company in 1986, from 88.2%.

Executive Chairman Randolph L. Marten stated,Martens bright and determined people consistently produce strong profitable growth, to be continued…”

Operating Results throughout the PandemicPercentage Increase Over Same Quarter of Prior Year ****
Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Q4 2021
Operating revenue 0.1 % 0.5 % 4.7 % 2.0 % 9.4 % 16.3 % 17.4 %
Operating revenue, net of fuel surcharges 4.7 % 3.8 % 8.8 % 2.5 % 5.0 % 12.8 % 12.5 %
Operating income 26.6 % 21.8 % 36.0 % 33.1 % 12.9 % 16.8 % 20.0 %
Net income 19.4 % 8.8 % 24.5 % 31.3 % 18.1 % 17.9 % 26.1 %

Current Investor Presentation

Marten Transport, with headquarters in Mondovi, Wis., is a multifaceted business offering a network of refrigerated and dry truck-based transportation capabilities across the Company’s five distinct business platforms - Truckload, Dedicated, Intermodal, Brokerage and MRTN de Mexico. Marten is one of the leading temperature-sensitive truckload carriers in the United States, specializing in transporting and distributing food, beverages and other consumer packaged goods that require a temperature-controlled or insulated environment. The Company offers service in the United States, Canada and Mexico, concentrating on expedited movements for high-volume customers. Marten’s common stock is traded on the Nasdaq Global Select Market under the symbol MRTN.

This press release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include a discussion of Marten’s prospects for future growth and 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 the Company that could cause actual results to differ materially from those discussed in the forward-looking statements are discussed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and in Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021. The Company undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACTS: Tim Kohl, Chief Executive Officer, and Jim Hinnendael, Executive Vice President and Chief Financial Officer, of Marten Transport, Ltd., 715-926-4216.


MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED BALANCE SHEETS

December 31,
(In thousands, except share information) 2020
ASSETS
Current assets:
Cash and cash equivalents 56,995 $ 66,127
Receivables:
Trade, net 99,003 83,426
Other 6,971 4,202
Prepaid expenses and other 23,980 21,903
Total current assets 186,949 175,658
Property and equipment:
Revenue equipment, buildings and land, office equipment and other 956,476 930,123
Accumulated depreciation (274,199 ) (275,950 )
Net property and equipment 682,277 654,173
Other noncurrent assets 1,464 1,805
Total assets 870,690 $ 831,636
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable 20,150 $ 25,702
Insurance and claims accruals 42,014 39,595
Accrued and other current liabilities 31,395 24,497
Total current liabilities 93,559 89,794
Deferred income taxes 125,163 121,098
Noncurrent operating lease liabilities 291 411
Total liabilities 219,013 211,303
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; 83,034,404 shares at December 31, 2021, and 82,705,005 shares at December 31, 2020, issued and outstanding 830 827
Additional paid-in capital 85,718 85,070
Retained earnings 565,129 534,436
Total stockholders’ equity 651,677 620,333
Total liabilities and stockholders’ equity 870,690 $ 831,636

All values are in US Dollars.


MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Year
Ended December 31, Ended December 31,
(In thousands, except per share information) 2021 2020 2021 2020
Operating revenue $ 266,876 $ 227,333 $ 973,644 $ 874,374
Operating expenses (income):
Salaries, wages and benefits 88,577 79,121 317,962 300,155
Purchased transportation 54,592 40,937 193,221 154,613
Fuel and fuel taxes 36,435 24,700 131,288 98,133
Supplies and maintenance 11,592 11,314 45,459 47,815
Depreciation 25,964 25,914 102,562 102,893
Operating taxes and licenses 2,498 2,837 10,534 10,840
Insurance and claims 10,649 12,294 41,987 47,454
Communications and utilities 2,030 2,050 8,350 8,011
Gain on disposition of revenue equipment (4,436 ) (2,834 ) (16,295 ) (8,733 )
Gain on disposition of facility - - - (1,718 )
Other 8,298 5,442 26,887 21,665
Total operating expenses 236,199 201,775 861,955 781,128
Operating income 30,677 25,558 111,689 93,246
Other (16 ) (13 ) (43 ) (140 )
Income before income taxes 30,693 25,571 111,732 93,386
Income taxes expense 5,963 5,967 26,304 23,886
Net income $ 24,730 $ 19,604 $ 85,428 $ 69,500
Basic earnings per common share $ 0.30 $ 0.24 $ 1.03 $ 0.84
Diluted earnings per common share $ 0.30 $ 0.24 $ 1.02 $ 0.84
Dividends declared per common share $ 0.04 $ 0.54 $ 0.66 $ 0.633

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

Dollar Percentage
Change Change
Three Months Three Months Three Months
Ended Ended Ended
December 31, December 31, December 31,
(Dollars in thousands) 2021 2020 2021 vs. 2020 2021 vs. 2020
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 91,848 $ 87,460 $ 4,388 5.0 %
Truckload fuel surcharge revenue 14,345 8,733 5,612 64.3
Total Truckload revenue 106,193 96,193 10,000 10.4
Dedicated revenue, net of fuel surcharge revenue 73,928 71,313 2,615 3.7
Dedicated fuel surcharge revenue 14,994 9,670 5,324 55.1
Total Dedicated revenue 88,922 80,983 7,939 9.8
Intermodal revenue, net of fuel surcharge revenue 23,275 20,817 2,458 11.8
Intermodal fuel surcharge revenue 4,627 1,959 2,668 136.2
Total Intermodal revenue 27,902 22,776 5,126 22.5
Brokerage revenue 43,859 27,381 16,478 60.2
Total operating revenue $ 266,876 $ 227,333 $ 39,543 17.4 %
Operating income:
Truckload $ 14,750 $ 11,270 $ 3,480 30.9 %
Dedicated 8,321 9,900 (1,579 ) (15.9 )
Intermodal 3,328 2,166 1,162 53.6
Brokerage 4,278 2,222 2,056 92.5
Total operating income $ 30,677 $ 25,558 $ 5,119 20.0 %
Operating ratio:
Truckload 86.1 % 88.3 %
Dedicated 90.6 87.8
Intermodal 88.1 90.5
Brokerage 90.2 91.9
Consolidated operating ratio 88.5 % 88.8 %

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

Dollar Percentage
Change Change
Year Year Year
Ended Ended Ended
December 31, December 31, December 31,
(Dollars in thousands) 2021 2020 2021 vs. 2020 2021 vs. 2020
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 346,289 $ 342,357 $ 3,932 1.1 %
Truckload fuel surcharge revenue 50,377 36,791 13,586 36.9
Total Truckload revenue 396,666 379,148 17,518 4.6
Dedicated revenue, net of fuel surcharge revenue 276,883 271,550 5,333 2.0
Dedicated fuel surcharge revenue 52,559 38,234 14,325 37.5
Total Dedicated revenue 329,442 309,784 19,658 6.3
Intermodal revenue, net of fuel surcharge revenue 87,468 79,944 7,524 9.4
Intermodal fuel surcharge revenue 14,777 8,789 5,988 68.1
Total Intermodal revenue 102,245 88,733 13,512 15.2
Brokerage revenue 145,291 96,709 48,582 50.2
Total operating revenue $ 973,644 $ 874,374 $ 99,270 11.4 %
Operating income:
Truckload $ 51,032 $ 39,637 $ 11,395 28.7 %
Dedicated 36,395 40,909 (4,514 ) (11.0 )
Intermodal 9,479 5,730 3,749 65.4
Brokerage 14,783 6,970 7,813 112.1
Total operating income $ 111,689 $ 93,246 $ 18,443 19.8 %
Operating ratio:
Truckload 87.1 % 89.5 %
Dedicated 89.0 86.8
Intermodal 90.7 93.5
Brokerage 89.8 92.8
Consolidated operating ratio 88.5 % 89.3 %

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

Three Months Year
Ended December 31, Ended December 31,
2021 2020 2021 2020
Truckload Segment:
Revenue (in thousands) $ 106,193 $ 96,193 $ 396,666 $ 379,148
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 4,663 $ 4,116 $ 4,315 $ 3,926
Average tractors^(1)^ 1,499 1,617 1,539 1,668
Average miles per trip 515 526 516 547
Non-revenue miles percentage^(2)^ 10.4 % 10.4 % 10.1 % 10.7 %
Total miles (in thousands) 35,679 40,185 147,192 165,267
Dedicated Segment:
Revenue (in thousands) $ 88,922 $ 80,983 $ 329,442 $ 309,784
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 3,592 $ 3,350 $ 3,377 $ 3,316
Average tractors^(1)^ 1,566 1,620 1,572 1,566
Average miles per trip 330 303 322 305
Non-revenue miles percentage^(2)^ 1.2 % 0.7 % 1.0 % 0.7 %
Total miles (in thousands) 32,491 34,044 128,256 132,597
Intermodal Segment:
Revenue (in thousands) $ 27,902 $ 22,776 $ 102,245 $ 88,733
Loads 8,102 8,708 32,987 36,444
Average tractors 152 125 143 106
Brokerage Segment:
Revenue (in thousands) $ 43,859 $ 27,381 $ 145,291 $ 96,709
Loads 19,345 13,928 66,512 58,986
At December 31, 2021 and December 31, 2020:
Total tractors^(1)^ 3,204 3,331
Average age of company tractors (in years) 1.4 1.6
Total trailers 5,299 5,395
Average age of company trailers (in years) 3.3 3.0
Ratio of trailers to tractors^(1)^ 1.7 1.6
Total refrigerated containers 634 433
Three Months Year
--- --- --- --- --- --- --- --- --- --- --- --- ---
Ended December 31, Ended December 31,
(In thousands) 2021 2020 2021 2020
Net cash provided by operating activities $ 43,295 $ 34,891 $ 171,204 $ 189,598
Net cash (used for) investing activities (21,592 ) (12,577 ) (123,734 ) (106,325 )
Net cash (used for) financing activities (48,608 ) (44,466 ) (56,602 ) (48,607 )
Weighted average shares outstanding:
Basic 82,983 82,690 82,872 82,527
Diluted 83,420 83,311 83,408 83,164
(1) Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 93 and 143 tractors as of December 31, 2021 and 2020, respectively.
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(2) Represents the percentage of miles for which the company is not compensated.

Image Exhibit

Exhibit 99.2

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