mrtn20250411

mrtn20250411_8k.htm

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):

April 16, 2025

MARTEN TRANSPORT, LTD.

(Exact name of registrant as specified in its charter)

Delaware		0-15010		39-1140809
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

129 Marten Street Mondovi, Wisconsin		54755
(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)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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)

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 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition.

On April 16, 2025, the company issued a press release announcing financial results for the quarter ended March 31, 2025. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated April 16, 2025 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 2025.

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 9 – Financial 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

99.1	Press Release dated April 16, 2025 (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: April 16, 2025	By:	/s/ James J. Hinnendael
		James J. Hinnendael
		Its: Executive Vice President and Chief Financial Officer

Exhibit 99.1

MARTEN TRANSPORT ANNOUNCES FIRST QUARTER RESULTS

MONDOVI, Wis., April 16, 2025 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported net income of $4.3 million, or 5 cents per diluted share, for the first quarter ended March 31, 2025, compared with $9.6 million, or 12 cents per diluted share, for the first quarter of 2024.

Operating revenue was $223.2 million for the first quarter of 2025 compared with $249.7 million for the first quarter of 2024. Excluding fuel surcharges, operating revenue was $195.8 million for the 2025 quarter compared with $215.7 million for the 2024 quarter. Fuel surcharge revenue decreased to $27.4 million for the 2025 quarter from $33.9 million for the 2024 quarter.

Operating income was $5.9 million for the first quarter of 2025 compared with $12.3 million for the first quarter of 2024.

Operating expenses as a percentage of operating revenue were 97.4% for the 2025 first quarter and 95.1% for the 2024 first quarter. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 97.0% for the 2025 first quarter and 94.3% for the 2024 first quarter.

Executive Chairman Randolph L. Marten stated, “Our unique multifaceted business model’s value is highlighted by the operating results of our dedicated and brokerage operations for this quarter and throughout last year. Our earnings have continued to be heavily pressured by the considerable duration and depth of the freight market recession’s oversupply and weak demand - and the cumulative impact of inflationary operating costs, freight rate reductions and freight network disruptions.”

“We remain focused on minimizing the freight market’s impact – and now the impact of the U.S. and global economies with the current trade policy volatility - while investing in and positioning our operations to capitalize on profitable organic growth opportunities, with fair compensation for our premium services, across each of our business segments.”

“We are pleased to recently be certified by the Truckload Carriers Association, or TCA, as a TCA Elite Fleet – 2025 Best Place to Drive.” The TCA partnered with the University of Denver’s Transportation and Supply Chain Institute to recognize North American for-hire truckload carriers that foster exceptional work environments, offer competitive compensation and implement innovative practices to support their drivers.

Current Investor Presentation

Marten Transport, with headquarters in Mondovi, Wis., is a multifaceted business offering a network of time and temperature-sensitive and dry truck-based transportation and distribution capabilities across Marten’s six distinct business platforms – Temperature-Sensitive and Dry 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, Mexico and Canada, 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, including the impact of the freight market and U.S. and global economies with the current trade policy volatility, 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, 2024. 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, Doug Petit, President, and Jim Hinnendael, Executive Vice President and Chief Financial Officer, of Marten Transport, Ltd., 715-926-4216.

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED BALANCE SHEETS

	March 31,			December 31,
(In thousands, except share information)	2025			2024
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	39,905		$	17,267
Receivables:
Trade, net		95,250			89,992
Other		4,724			5,364
Prepaid expenses and other		22,621			25,888
Total current assets		162,500			138,511

Property and equipment:
Revenue equipment, buildings and land, office equipment and other		1,199,378			1,198,737
Accumulated depreciation		(380,321	)		(370,124	)
Net property and equipment		819,057			828,613
Other noncurrent assets		1,775			1,633
Total assets	$	983,332		$	968,757

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	37,783		$	25,781
Insurance and claims accruals		43,486			44,246
Accrued and other current liabilities		28,354			23,492
Total current liabilities		109,623			93,519
Deferred income taxes		105,824			107,034
Noncurrent operating lease liabilities		385			282
Total liabilities		215,832			200,835

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; 81,493,424 shares at March 31, 2025, and 81,463,938 shares at December 31, 2024, issued and outstanding		815			815
Additional paid-in capital		53,073			52,941
Retained earnings		713,612			714,166
Total stockholders’ equity		767,500			767,922
Total liabilities and stockholders’ equity	$	983,332		$	968,757

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months
	Ended March 31,
(In thousands, except per share information)	2025			2024

Operating revenue	$	223,152		$	249,672

Operating expenses (income):
Salaries, wages and benefits		78,800			88,762
Purchased transportation		37,656			41,814
Fuel and fuel taxes		33,117			39,561
Supplies and maintenance		15,513			16,070
Depreciation		27,470			28,527
Operating taxes and licenses		2,417			2,575
Insurance and claims		13,377			11,657
Communications and utilities		2,279			2,371
Gain on disposition of revenue equipment		(1,665	)		(1,171	)
Other		8,329			7,256

Total operating expenses		217,293			237,422

Operating income		5,859			12,250

Other		(349	)		(796	)

Income before income taxes		6,208			13,046

Income taxes expense		1,873			3,400

Net income	$	4,335		$	9,646

Basic earnings per common share	$	0.05		$	0.12

Diluted earnings per common share	$	0.05		$	0.12

Dividends declared per common share	$	0.06		$	0.06

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

							Dollar			Percentage
							Change			Change
	Three Months						Three Months			Three Months
	Ended						Ended			Ended
	March 31,						March 31,			March 31,
(Dollars in thousands)	2025			2024			2025 vs. 2024			2025 vs. 2024
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	90,106		$	95,022		$	(4,916	)		(5.2	)%
Truckload fuel surcharge revenue		14,285			16,529			(2,244	)		(13.6	)
Total Truckload revenue		104,391			111,551			(7,160	)		(6.4	)

Dedicated revenue, net of fuel surcharge revenue		62,405			71,738			(9,333	)		(13.0	)
Dedicated fuel surcharge revenue		11,220			14,722			(3,502	)		(23.8	)
Total Dedicated revenue		73,625			86,460			(12,835	)		(14.8	)

Intermodal revenue, net of fuel surcharge revenue		10,268			13,281			(3,013	)		(22.7	)
Intermodal fuel surcharge revenue		1,849			2,691			(842	)		(31.3	)
Total Intermodal revenue		12,117			15,972			(3,855	)		(24.1	)

Brokerage revenue		33,019			35,689			(2,670	)		(7.5	)

Total operating revenue	$	223,152		$	249,672		$	(26,520	)		(10.6	)%

Operating income/(loss):
Truckload	$	(300	)	$	489		$	(789	)		(161.3	)%
Dedicated		4,854			9,258			(4,404	)		(47.6	)
Intermodal		(855	)		(194	)		(661	)		(340.7	)
Brokerage		2,160			2,697			(537	)		(19.9	)
Total operating income	$	5,859		$	12,250		$	(6,391	)		(52.2	)%

Operating ratio:
Truckload		100.3	%		99.6	%
Dedicated		93.4			89.3
Intermodal		107.1			101.2
Brokerage		93.5			92.4
Consolidated operating ratio		97.4	%		95.1	%

Operating ratio, net of fuel surcharges:
Truckload		100.3	%		99.5	%
Dedicated		92.2			87.1
Intermodal		108.3			101.5
Brokerage		93.5			92.4
Consolidated operating ratio, net of fuel surcharges		97.0	%		94.3	%

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

	Three Months
	Ended March 31,
	2025			2024
Truckload Segment:
Revenue (in thousands)	$	104,391		$	111,551
Average revenue, net of fuel surcharges, per tractor per week⁽¹⁾	$	4,196		$	3,996
Average tractors⁽¹⁾		1,670			1,830
Average miles per trip		537			537
Non-revenue miles percentage⁽²⁾		11.2	%		12.6	%
Total miles (in thousands)		38,273			39,703

Dedicated Segment:
Revenue (in thousands)	$	73,625		$	86,460
Average revenue, net of fuel surcharges, per tractor per week⁽¹⁾	$	3,846		$	3,781
Average tractors⁽¹⁾		1,262			1,459
Average miles per trip		308			329
Non-revenue miles percentage⁽²⁾		1.6	%		1.1	%
Total miles (in thousands)		25,236			29,080

Intermodal Segment:
Revenue (in thousands)	$	12,117		$	15,972
Loads		3,657			4,589
Average tractors		77			126

Brokerage Segment:
Revenue (in thousands)	$	33,019		$	35,689
Loads		20,416			20,061

At March 31, 2025 and March 31, 2024:
Total tractors⁽¹⁾		3,040			3,406
Average age of company tractors (in years)		2.0			1.9
Total trailers		5,331			5,619
Average age of company trailers (in years)		5.4			4.8
Ratio of trailers to tractors⁽¹⁾		1.8			1.6
Total refrigerated containers		786			787

	Three Months
	Ended March 31,
(In thousands)	2025			2024

Net cash provided by operating activities	$	36,215		$	45,722
Net cash (used for) investing activities		(8,413	)		(20,249	)
Net cash (used for) financing activities		(5,164	)		(4,956	)

Weighted average shares outstanding:
Basic		81,493			81,350
Diluted		81,508			81,437

(1)	Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 82 and 96 tractors as of March 31, 2025 and 2024, respectively.

(2)	Represents the percentage of miles for which the company is not compensated.