8-K

MARTEN TRANSPORT LTD (MRTN)

8-K 2024-10-17 For: 2024-10-17
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):

October 17, 2024

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: Name of each exchange on which registered:
COMMON STOCK, PAR VALUE THE NASDAQ STOCK MARKET LLC
.01 PER SHARE (NASDAQ GLOBAL SELECT MARKET)

All values are in US Dollars.

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 October 17, 2024, the company issued a press release announcing financial results for the quarter ended September 30, 2024. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated October 17, 2024 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 2024.

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.
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Not Applicable.
(c) Shell Company Transactions.
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Not Applicable.
(d) Exhibits.
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Exhibit No. Description
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99.1 Press Release dated October 17, 2024 (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: October 17, 2024 By: /s/ James J. Hinnendael
James J. Hinnendael
Its: Executive Vice President and
Chief Financial Officer

2

ex_732441.htm

Exhibit 99.1

MARTEN TRANSPORT ANNOUNCES THIRD QUARTER RESULTS

MONDOVI, Wis., October 17, 2024 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported net income of $3.8 million, or 5 cents per diluted share, for the third quarter ended September 30, 2024, compared with $13.6 million, or 17 cents per diluted share, for the third quarter of 2023. For the nine-month period ended September 30, 2024, net income was $21.3 million, or 26 cents per diluted share, compared with $58.0 million, or 71 cents per diluted share, for the 2023 nine-month period.

Operating revenue was $237.4 million for the third quarter of 2024 compared with $279.5 million for the third quarter of 2023. Excluding fuel surcharges, operating revenue was $207.9 million for the 2024 quarter compared with $239.1 million for the 2023 quarter. Fuel surcharge revenue decreased to $29.5 million for the 2024 quarter from $40.5 million for the 2023 quarter.

Operating revenue was $733.3 million for the first nine months of 2024 compared with $863.2 million for the first nine months of 2023. Excluding fuel surcharges, operating revenue was $637.1 million for the 2024 period compared with $742.6 million for the 2023 period. Fuel surcharge revenue decreased to $96.1 million for the 2024 period compared with $120.6 million for the 2023 period.

Operating income was $4.3 million for the third quarter of 2024 compared with $17.2 million for the third quarter of 2023.

Operating income was $26.5 million for the first nine months of 2024 compared with $74.5 million for the first nine months of 2023.

Operating expenses as a percentage of operating revenue were 98.2% for the 2024 quarter and 93.8% for the 2023 quarter. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 97.9% for the 2024 quarter and 92.8% for the 2023 quarter.

Operating expenses as a percentage of operating revenue were 96.4% for the first nine months of 2024 and 91.4% for the first nine months of 2023. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 95.8% for the 2024 period and 90.0% for the 2023 period.

Executive Chairman Randolph L. Marten stated, “Our earnings were 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 and freight rate reductions, which has also led to freight network disruptions. Our unique multifaceted business model’s value is highlighted by the operating results this year for our dedicated, brokerage and MRTN de Mexico operations.”

“This quarter was the first quarter with sequential improvement in our combined truckload and dedicated rate per total mile since the fourth quarter of 2022.”

“We are seeing increased interest by our customers to secure dedicated capacity. The recent addition of new multi-year dedicated programs for an additional 133 drivers, which I mentioned in our second quarter earnings release, has increased to 149 drivers, who we expect to be substantially in service by the end of this year. Additionally, we extended each of our contracts for dedicated programs due in the third quarter covering 337 of our drivers.”

“We are focused on minimizing the freight market’s impact on our operations 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 operations for what comes next in the freight cycle as the market moves toward equilibrium.”


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 Marten’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, 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 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, 2023. 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

December 31,
(In thousands, except share information) 2023
ASSETS
Current assets:
Cash and cash equivalents 42,990 $ 53,213
Receivables:
Trade, net 93,539 105,501
Other 6,893 10,356
Prepaid expenses and other 26,853 27,512
Total current assets 170,275 196,582
Property and equipment:
Revenue equipment, buildings and land, office equipment and other 1,192,736 1,162,336
Accumulated depreciation (364,712 ) (370,103 )
Net property and equipment 828,024 792,233
Other noncurrent assets 1,705 1,524
Total assets 1,000,004 $ 990,339
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable 47,282 $ 36,516
Insurance and claims accruals 42,946 47,017
Accrued and other current liabilities 26,521 26,709
Total current liabilities 116,749 110,242
Deferred income taxes 116,443 122,462
Noncurrent operating lease liabilities 351 249
Total liabilities 233,543 232,953
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; 81,447,838 shares at September 30, 2024, and 81,312,168 shares at December 31, 2023, issued and outstanding 814 813
Additional paid-in capital 52,225 49,789
Retained earnings 713,422 706,784
Total stockholders’ equity 766,461 757,386
Total liabilities and stockholders’ equity 1,000,004 $ 990,339

All values are in US Dollars.


MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Nine Months
Ended September 30, Ended September 30,
(In thousands, except per share information) 2024 2023 2024 2023
Operating revenue $ 237,366 $ 279,538 $ 733,276 $ 863,233
Operating expenses (income):
Salaries, wages and benefits 83,442 92,620 258,723 287,468
Purchased transportation 44,862 49,673 129,911 152,075
Fuel and fuel taxes 35,781 48,695 114,151 137,706
Supplies and maintenance 16,464 17,896 49,006 51,291
Depreciation 27,392 29,017 84,125 87,974
Operating taxes and licenses 2,505 2,821 7,619 8,345
Insurance and claims 13,759 13,254 37,975 40,805
Communications and utilities 2,166 2,584 6,834 7,625
Gain on disposition of revenue equipment (881 ) (3,014 ) (4,584 ) (11,810 )
Other 7,607 8,762 23,023 27,301
Total operating expenses 233,097 262,308 706,783 788,780
Operating income 4,269 17,230 26,493 74,453
Other (922 ) (1,017 ) (2,732 ) (2,938 )
Income before income taxes 5,191 18,247 29,225 77,391
Income taxes expense 1,437 4,649 7,936 19,417
Net income $ 3,754 $ 13,598 $ 21,289 $ 57,974
Basic earnings per common share $ 0.05 $ 0.17 $ 0.26 $ 0.71
Diluted earnings per common share $ 0.05 $ 0.17 $ 0.26 $ 0.71
Dividends declared per common share $ 0.06 $ 0.06 $ 0.18 $ 0.18

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

Dollar Percentage
Change Change
Three Months Three Months Three Months
Ended Ended Ended
September 30, September 30, September 30,
(Dollars in thousands) 2024 2023 2024 vs. 2023 2024 vs. 2023
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 93,278 $ 96,516 $ (3,238 ) (3.4 )%
Truckload fuel surcharge revenue 15,146 17,711 (2,565 ) (14.5 )
Total Truckload revenue 108,424 114,227 (5,803 ) (5.1 )
Dedicated revenue, net of fuel surcharge revenue 62,898 82,963 (20,065 ) (24.2 )
Dedicated fuel surcharge revenue 12,123 18,834 (6,711 ) (35.6 )
Total Dedicated revenue 75,021 101,797 (26,776 ) (26.3 )
Intermodal revenue, net of fuel surcharge revenue 12,289 18,122 (5,833 ) (32.2 )
Intermodal fuel surcharge revenue 2,220 3,925 (1,705 ) (43.4 )
Total Intermodal revenue 14,509 22,047 (7,538 ) (34.2 )
Brokerage revenue 39,412 41,467 (2,055 ) (5.0 )
Total operating revenue $ 237,366 $ 279,538 $ (42,172 ) (15.1 )%
Operating income/(loss):
Truckload $ (142 ) $ 2,738 $ (2,880 ) (105.2 )%
Dedicated 3,056 11,286 (8,230 ) (72.9 )
Intermodal (1,542 ) (1,074 ) (468 ) (43.6 )
Brokerage 2,897 4,280 (1,383 ) (32.3 )
Total operating income $ 4,269 $ 17,230 $ (12,961 ) (75.2 )%
Operating ratio:
Truckload 100.1 % 97.6 %
Dedicated 95.9 88.9
Intermodal 110.6 104.9
Brokerage 92.6 89.7
Consolidated operating ratio 98.2 % 93.8 %
Operating ratio, net of fuel surcharges:
Truckload 100.2 % 97.2 %
Dedicated 95.1 86.4
Intermodal 112.5 105.9
Brokerage 92.6 89.7
Consolidated operating ratio, net of fuel surcharges 97.9 % 92.8 %

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

Dollar Percentage
Change Change
Nine Months Nine Months Nine Months
Ended Ended Ended
September 30, September 30, September 30,
(Dollars in thousands) 2024 2023 2024 vs. 2023 2024 vs. 2023
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 284,346 $ 300,104 $ (15,758 ) (5.3 )%
Truckload fuel surcharge revenue 48,152 51,887 (3,735 ) (7.2 )
Total Truckload revenue 332,498 351,991 (19,493 ) (5.5 )
Dedicated revenue, net of fuel surcharge revenue 202,080 257,231 (55,151 ) (21.4 )
Dedicated fuel surcharge revenue 40,667 56,000 (15,333 ) (27.4 )
Total Dedicated revenue 242,747 313,231 (70,484 ) (22.5 )
Intermodal revenue, net of fuel surcharge revenue 38,230 60,277 (22,047 ) (36.6 )
Intermodal fuel surcharge revenue 7,315 12,724 (5,409 ) (42.5 )
Total Intermodal revenue 45,545 73,001 (27,456 ) (37.6 )
Brokerage revenue 112,486 125,010 (12,524 ) (10.0 )
Total operating revenue $ 733,276 $ 863,233 $ (129,957 ) (15.1 )%
Operating income/(loss):
Truckload $ 1,462 $ 22,348 $ (20,886 ) (93.5 )%
Dedicated 18,964 39,143 (20,179 ) (51.6 )
Intermodal (2,420 ) (452 ) (1,968 ) (435.4 )
Brokerage 8,487 13,414 (4,927 ) (36.7 )
Total operating income $ 26,493 $ 74,453 $ (47,960 ) (64.4 )%
Operating ratio:
Truckload 99.6 % 93.7 %
Dedicated 92.2 87.5
Intermodal 105.3 100.6
Brokerage 92.5 89.3
Consolidated operating ratio 96.4 % 91.4 %
Operating ratio, net of fuel surcharges:
Truckload 99.5 % 92.6 %
Dedicated 90.6 84.8
Intermodal 106.3 100.7
Brokerage 92.5 89.3
Consolidated operating ratio, net of fuel surcharges 95.8 % 90.0 %

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

Three Months Nine Months
Ended September 30, Ended September 30,
2024 2023 2024 2023
Truckload Segment:
Revenue (in thousands) $ 108,424 $ 114,227 $ 332,498 $ 351,991
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 4,187 $ 4,285 $ 4,090 $ 4,442
Average tractors^(1)^ 1,695 1,714 1,776 1,732
Average miles per trip 533 529 533 515
Non-revenue miles percentage^(2)^ 12.2 % 12.1 % 12.1 % 12.4 %
Total miles (in thousands) 39,288 39,093 119,838 116,651
Dedicated Segment:
Revenue (in thousands) $ 75,021 $ 101,797 $ 242,747 $ 313,231
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 3,693 $ 3,900 $ 3,744 $ 3,949
Average tractors^(1)^ 1,296 1,619 1,379 1,670
Average miles per trip 311 339 321 335
Non-revenue miles percentage^(2)^ 1.3 % 1.3 % 1.2 % 1.2 %
Total miles (in thousands) 26,571 33,039 83,882 101,948
Intermodal Segment:
Revenue (in thousands) $ 14,509 $ 22,047 $ 45,545 $ 73,001
Loads 4,119 6,327 13,172 19,871
Average tractors 104 154 117 168
Brokerage Segment:
Revenue (in thousands) $ 39,412 $ 41,467 $ 112,486 $ 125,010
Loads 24,628 24,077 67,389 67,483
At September 30, 2024 and September 30, 2023:
Total tractors^(1)^ 3,080 3,454
Average age of company tractors (in years) 1.8 1.8
Total trailers 5,456 5,726
Average age of company trailers (in years) 5.2 4.4
Ratio of trailers to tractors^(1)^ 1.8 1.7
Total refrigerated containers 786 788
Three Months Nine Months
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Ended September 30, Ended September 30,
(In thousands) 2024 2023 2024 2023
Net cash provided by operating activities $ 29,478 $ 28,132 $ 111,021 $ 126,333
Net cash used for investing activities (59,222 ) (35,831 ) (107,247 ) (124,470 )
Net cash used for financing activities (4,465 ) (4,762 ) (13,997 ) (14,396 )
Weighted average shares outstanding:
Basic 81,437 81,306 81,389 81,260
Diluted 81,492 81,454 81,460 81,414
(1) Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 94 and 99 tractors as of September 30, 2024 and 2023, respectively.
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(2) Represents the percentage of miles for which the company is not compensated.
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Exhibit 99.2

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