8-K

MARTEN TRANSPORT LTD (MRTN)

8-K 2022-10-17 For: 2022-10-17
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, 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 October 17, 2022, the company issued a press release announcing financial results for the quarter ended September 30, 2022. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated October 17, 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.
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(b) Pro Forma Financial Information
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Not Applicable.
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(c) Shell Company Transactions.
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Not Applicable.
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(d) Exhibits.
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Exhibit No. Description
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99.1 Press Release dated October 17, 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: October 17, 2022 By: /s/ James J. Hinnendael
James J. Hinnendael
Its: Executive Vice President and
Chief Financial Officer

2

ex_431851.htm

Exhibit 99.1

MARTEN TRANSPORT ANNOUNCES THIRD QUARTER RESULTS

Net income improves 20.6% in fifteenth consecutive quarter of year-over-year profit growth

MONDOVI, Wis., October 17, 2022 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported a 20.6% improvement in net income to $25.6 million, or 32 cents per diluted share, for the third quarter ended September 30, 2022, from $21.3 million, or 26 cents per diluted share, for the third quarter of 2021 – the Company’s fifteenth consecutive year-over-year increase in quarterly profitability. For the first nine months of 2022, net income improved 39.8% to $84.8 million, or $1.03 per diluted share, from $60.7 million, or 73 cents per diluted share, for the first nine months of 2021. ****

Operating Results Comparison
Percentage Percentage Percentage Percentage Percentage Percentage
Increase Increase Increase Increase Increase Increase
Three Months Three Months Three Months Year Year Year
Ended Ended Ended Ended Ended Ended
September 30, June 30, March 31, December 31, December 31, December 31,
2022 vs. 2021 2022 vs. 2021 2022 vs. 2021 2021 vs. 2020 2020 vs. 2019 2019 vs. 2018
Operating revenue 29.1 % 41.8 % 28.8 % 11.4 % 3.7 % 7.1 %
Operating revenue, net of fuel surcharges 21.8 % 32.1 % 23.8 % 8.3 % 6.8 % 8.6 %
Operating income 18.5 % 43.5 % 49.4 % 19.8 % 21.9 % 8.7 %
Net income 20.6 % 47.8 % 52.9 % 22.9 % 13.8 % 11.0 %

Operating revenue improved 29.1% to $324.4 million for the third quarter of 2022 from $251.3 million for the third quarter of 2021. Excluding fuel surcharges, operating revenue improved 21.8% to $269.3 million for the 2022 quarter from $221.2 million for the 2021 quarter. Fuel surcharge revenue increased to $55.1 million for the 2022 quarter from $30.1 million for the 2021 quarter due to significantly higher fuel prices.

Operating revenue improved 33.2% to $941.3 million for the first nine months of 2022 from $706.8 million for the first nine months of 2021. Excluding fuel surcharges, operating revenue improved 25.8% to $783.8 million for the 2022 period from $623.0 million for the 2021 period. Fuel surcharge revenue increased to $157.5 million for the 2022 period from $83.7 million for 2021 period.

Operating income improved 18.5% to $33.8 million for the third quarter of 2022 from $28.5 million for the third quarter of 2021, and also improved 36.5% to $110.6 million for the first nine months of 2022 from $81.0 million for the first nine months of 2021.

Operating expenses as a percentage of operating revenue were 89.6% for the third quarter of 2022 and 88.7% for the third quarter of 2021. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 87.5% for the 2022 quarter and 87.1% for the 2021 quarter.


Operating expenses as a percentage of operating revenue improved to 88.3% for the first nine months of 2022 from 88.5% for the first nine months of 2021. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 85.9% from 87.0%.

Executive Chairman Randolph L. Marten stated, “The smart, hard work of our talented people executing our unique business model has produced improvements of 29.1% in top-line and 20.6% in bottom-line results over the third quarter of 2021. These results overcame significantly less gain on disposition of our revenue equipment, the negative effect of Hurricane Ian on our sizable Southeast truckload and dedicated operations, and a decrease in our intermodal volumes and margins resulting from weakness in rail service aggravated by the threat of a rail labor strike in mid-September.”

“We continue to drive strong fleet growth with our approach to overcoming the national shortage of qualified drivers of applying a heightened emphasis on structurally improving our drivers’ jobs and work-life balance by collaborating with our customers, while also increasing our driver compensation. This growth provides momentum to the coming quarters as we began this year’s fourth quarter with 199 more of the industry’s top drivers than we employed at the beginning of the third quarter – and have now increased our number of drivers by 621, or 22.6%, since June 30, 2021.”

Operating Results Since the Pandemic BeganPercentage Increase Over Same Quarter of Prior Year
Q3<br><br> <br>2022 Q2<br><br> <br>2022 Q1<br><br> <br>2022 Q4<br><br> <br>2021 Q3<br><br> <br>2021 Q2<br><br> <br>2021 Q1<br><br> <br>2021 Q4<br><br> <br>2020 Q3<br><br> <br>2020 Q2<br><br> <br>2020
Operating revenue 29.1% 41.8% 28.8% 17.4% 16.3% 9.4% 2.0% 4.7% 0.5% 0.1%
Operating revenue, net of fuel surcharges 21.8% 32.1% 23.8% 12.5% 12.8% 5.0% 2.5% 8.8% 3.8% 4.7%
Operating income 18.5% 43.5% 49.4% 20.0% 16.8% 12.9% 33.1% 36.0% 21.8% 26.6%
Net income 20.6% 47.8% 52.9% 26.1% 17.9% 18.1% 31.3% 24.5% 8.8% 19.4%

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, 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, 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) 2021
ASSETS
Current assets:
Cash and cash equivalents 71,492 $ 56,995
Receivables:
Trade, net 124,587 99,003
Other 4,443 6,971
Prepaid expenses and other 24,787 23,980
Total current assets 225,309 186,949
Property and equipment:
Revenue equipment, buildings and land, office equipment and other 1,046,476 956,476
Accumulated depreciation (334,504 ) (274,199 )
Net property and equipment 711,972 682,277
Other noncurrent assets 1,421 1,464
Total assets 938,702 $ 870,690
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable 43,188 $ 20,150
Insurance and claims accruals 45,664 42,014
Accrued and other current liabilities 36,605 31,395
Total current liabilities 125,457 93,559
Deferred income taxes 130,594 125,163
Noncurrent operating lease liabilities 214 291
Total liabilities 256,265 219,013
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; 81,096,632 shares at September 30, 2022, and 83,034,404 shares at December 31, 2021, issued and outstanding 811 830
Additional paid-in capital 46,366 85,718
Retained earnings 635,260 565,129
Total stockholders’ equity 682,437 651,677
Total liabilities and stockholders’ equity 938,702 $ 870,690

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) 2022 2021 2022 2021
Operating revenue $ 324,448 $ 251,280 $ 941,294 $ 706,768
Operating expenses (income):
Salaries, wages and benefits 99,773 81,091 285,582 229,385
Purchased transportation 64,403 52,861 189,193 138,629
Fuel and fuel taxes 57,299 33,909 163,004 94,853
Supplies and maintenance 14,855 11,685 40,520 33,867
Depreciation 28,381 25,371 81,389 76,598
Operating taxes and licenses 2,748 2,606 8,051 8,036
Insurance and claims 11,949 10,501 38,096 31,338
Communications and utilities 2,135 2,181 6,639 6,320
Gain on disposition of revenue equipment (1,070 ) (4,536 ) (10,422 ) (11,859 )
Other 10,209 7,115 28,681 18,589
Total operating expenses 290,682 222,784 830,733 625,756
Operating income 33,766 28,496 110,561 81,012
Other (264 ) (8 ) (307 ) (27 )
Income before income taxes 34,030 28,504 110,868 81,039
Income taxes expense 8,384 7,230 26,028 20,341
Net income $ 25,646 $ 21,274 $ 84,840 $ 60,698
Basic earnings per common share $ 0.32 $ 0.26 $ 1.04 $ 0.73
Diluted earnings per common share $ 0.32 $ 0.26 $ 1.03 $ 0.73
Dividends paid per common share $ 0.06 $ - $ 0.18 $ 0.08
Dividends declared per common share $ 0.06 $ 0.54 $ 0.18 $ 0.62

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) 2022 2021 2022 vs. 2021 2022 vs. 2021
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 105,905 $ 86,889 $ 19,016 21.9 %
Truckload fuel surcharge revenue 23,471 12,728 10,743 84.4
Total Truckload revenue 129,376 99,617 29,759 29.9
Dedicated revenue, net of fuel surcharge revenue 86,178 68,826 17,352 25.2
Dedicated fuel surcharge revenue 24,039 13,336 10,703 80.3
Total Dedicated revenue 110,217 82,162 28,055 34.1
Intermodal revenue, net of fuel surcharge revenue 24,303 22,716 1,587 7.0
Intermodal fuel surcharge revenue 7,600 4,031 3,569 88.5
Total Intermodal revenue 31,903 26,747 5,156 19.3
Brokerage revenue 52,952 42,754 10,198 23.9
Total operating revenue $ 324,448 $ 251,280 $ 73,168 29.1 %
Operating income:
Truckload $ 14,319 $ 11,670 $ 2,649 22.7 %
Dedicated 13,005 8,521 4,484 52.6
Intermodal 778 2,840 (2,062 ) (72.6 )
Brokerage 5,664 5,465 199 3.6
Total operating income $ 33,766 $ 28,496 $ 5,270 18.5 %
Operating ratio:
Truckload 88.9 % 88.3 %
Dedicated 88.2 89.6
Intermodal 97.6 89.4
Brokerage 89.3 87.2
Consolidated operating ratio 89.6 % 88.7 %
Operating ratio, net of fuel surcharges:
Truckload 86.5 % 86.6 %
Dedicated 84.9 87.6
Intermodal 96.8 87.5
Brokerage 89.3 87.2
Consolidated operating ratio, net of fuel surcharges 87.5 % 87.1 %

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) 2022 2021 2022 vs. 2021 2022 vs. 2021
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 302,883 $ 254,441 $ 48,442 19.0 %
Truckload fuel surcharge revenue 66,255 36,032 30,223 83.9
Total Truckload revenue 369,138 290,473 78,665 27.1
Dedicated revenue, net of fuel surcharge revenue 248,988 202,955 46,033 22.7
Dedicated fuel surcharge revenue 68,344 37,565 30,779 81.9
Total Dedicated revenue 317,332 240,520 76,812 31.9
Intermodal revenue, net of fuel surcharge revenue 77,589 64,193 13,396 20.9
Intermodal fuel surcharge revenue 22,923 10,150 12,773 125.8
Total Intermodal revenue 100,512 74,343 26,169 35.2
Brokerage revenue 154,312 101,432 52,880 52.1
Total operating revenue $ 941,294 $ 706,768 $ 234,526 33.2 %
Operating income:
Truckload $ 45,978 $ 36,282 $ 9,696 26.7 %
Dedicated 37,689 28,074 9,615 34.2
Intermodal 9,911 6,151 3,760 61.1
Brokerage 16,983 10,505 6,478 61.7
Total operating income $ 110,561 $ 81,012 $ 29,549 36.5 %
Operating ratio:
Truckload 87.5 % 87.5 %
Dedicated 88.1 88.3
Intermodal 90.1 91.7
Brokerage 89.0 89.6
Consolidated operating ratio 88.3 % 88.5 %
Operating ratio, net of fuel surcharges:
Truckload 84.8 % 85.7 %
Dedicated 84.9 86.2
Intermodal 87.2 90.4
Brokerage 89.0 89.6
Consolidated operating ratio, net of fuel surcharges 85.9 % 87.0 %

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

Three Months Nine Months
Ended September 30, Ended September 30,
2022 2021 2022 2021
Truckload Segment:
Revenue (in thousands) $ 129,376 $ 99,617 $ 369,138 $ 290,473
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 4,889 $ 4,411 $ 4,980 $ 4,202
Average tractors^(1)^ 1,648 1,499 1,560 1,553
Average miles per trip 508 502 512 516
Non-revenue miles percentage^(2)^ 11.3 % 10.1 % 10.8 % 10.0 %
Total miles (in thousands) 38,441 35,945 110,565 111,513
Dedicated Segment:
Revenue (in thousands) $ 110,217 $ 82,162 $ 317,332 $ 240,520
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 4,006 $ 3,438 $ 3,977 $ 3,305
Average tractors^(1)^ 1,637 1,523 1,605 1,574
Average miles per trip 337 328 340 319
Non-revenue miles percentage^(2)^ 1.2 % 1.1 % 1.1 % 1.0 %
Total miles (in thousands) 34,513 31,511 101,400 95,765
Intermodal Segment:
Revenue (in thousands) $ 31,903 $ 26,747 $ 100,512 $ 74,343
Loads 7,610 8,257 24,607 24,885
Average tractors 182 139 173 140
Brokerage Segment:
Revenue (in thousands) $ 52,952 $ 42,754 $ 154,312 $ 101,432
Loads 24,896 18,251 69,902 47,167
At September 30, 2022 and September 30, 2021:
Total tractors^(1)^ 3,575 3,204
Average age of company tractors (in years) 1.7 1.4
Total trailers 5,679 5,291
Average age of company trailers (in years) 3.8 3.2
Ratio of trailers to tractors^(1)^ 1.6 1.7
Total refrigerated containers 803 607
Three Months Nine Months
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Ended September 30, Ended September 30,
(In thousands) 2022 2021 2022 2021
Net cash provided by operating activities $ 64,551 $ 44,544 $ 163,221 $ 127,909
Net cash (used for) investing activities (57,412 ) (40,704 ) (92,416 ) (102,142 )
Net cash (used for) financing activities (4,021 ) (612 ) (56,308 ) (7,994 )
Weighted average shares outstanding:
Basic 81,061 82,907 81,889 82,835
Diluted 81,347 83,372 82,155 83,380
(1) Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 90 and 101 tractors as of September 30, 2022 and 2021, 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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