8-K

MARTEN TRANSPORT LTD (MRTN)

8-K 2024-07-18 For: 2024-07-18
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):

July 18, 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 July 18, 2024, the company issued a press release announcing financial results for the quarter ended June 30, 2024. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated July 18, 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.
Not Applicable.
(c) Shell Company Transactions.
Not Applicable.
(d) Exhibits.
Exhibit No. Description
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99.1 Press Release dated July 18, 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: July 18, 2024 By /s/ James J. Hinnendael
James J. Hinnendael
Its: Executive Vice President and
Chief Financial Officer

2

ex_698550.htm

Exhibit 99.1

MARTEN TRANSPORT ANNOUNCES SECOND QUARTER RESULTS

MONDOVI, Wis., July 18, 2024 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported net income of $7.9 million, or 10 cents per diluted share, for the second quarter ended June 30, 2024, compared with $21.9 million, or 27 cents per diluted share, for the second quarter of 2023. For the six-month period ended June 30, 2024, net income was $17.5 million, or 22 cents per diluted share, compared with $44.4 million, or 55 cents per diluted share, for the 2023 six-month period.

Operating revenue was $246.2 million for the second quarter of 2024 compared with $285.7 million for the second quarter of 2023. Excluding fuel surcharges, operating revenue was $213.5 million for the 2024 quarter compared with $248.6 million for the 2023 quarter. Fuel surcharge revenue decreased to $32.7 million for the 2024 quarter from $37.0 million for the 2023 quarter.

Operating revenue was $495.9 million for the first six months of 2024 compared with $583.7 million for the first six months of 2023. Excluding fuel surcharges, operating revenue was $429.3 million for the 2024 period compared with $503.6 million for the 2023 period. Fuel surcharge revenue decreased to $66.6 million for the 2024 period compared with $80.1 million for the 2023 period.

Operating income was $10.0 million for the second quarter of 2024 compared with $28.2 million for the second quarter of 2023.

Operating income was $22.2 million for the first six months of 2024 compared with $57.2 million for the first six months of 2023.

Operating expenses as a percentage of operating revenue were 95.9% for the 2024 quarter and 90.1% for the 2023 quarter. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 95.3% for the 2024 quarter and 88.7% for the 2023 quarter.

Operating expenses as a percentage of operating revenue were 95.5% for the first six months of 2024 and 90.2% for the first six months of 2023. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 94.8% for the 2024 period and 88.6% for the 2023 period.

Executive Chairman Randolph L. Marten stated, “Our earnings were heavily pressured by the freight market recession’s oversupply and weak demand, inflationary operating costs, and cumulative impact of freight rate reductions leading to freight network disruptions. Our unique multifaceted business model’s value is highlighted by the operating results for our dedicated, brokerage and MRTN de Mexico operations through the first half of this year.”

“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 from its current recessionary late stages. Accordingly, we have not agreed to rate reductions since last August.”

“We are seeing increased interest by our customers to secure dedicated capacity and have recently added new multi-year dedicated programs for an additional 133 drivers starting in the third quarter.”

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 77,199 $ 53,213
Receivables:
Trade, net 99,926 105,501
Other 11,450 10,356
Prepaid expenses and other 30,995 27,512
Total current assets 219,570 196,582
Property and equipment:
Revenue equipment, buildings and land, office equipment and other 1,149,771 1,162,336
Accumulated depreciation (360,974 ) (370,103 )
Net property and equipment 788,797 792,233
Other noncurrent assets 1,520 1,524
Total assets 1,009,887 $ 990,339
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable 47,214 $ 36,516
Insurance and claims accruals 44,296 47,017
Accrued and other current liabilities 27,466 26,709
Total current liabilities 118,976 110,242
Deferred income taxes 123,938 122,462
Noncurrent operating lease liabilities 220 249
Total liabilities 243,134 232,953
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; 81,414,959 shares at June 30, 2024, and 81,312,168 shares at December 31, 2023, issued and outstanding 814 813
Additional paid-in capital 51,385 49,789
Retained earnings 714,554 706,784
Total stockholders’ equity 766,753 757,386
Total liabilities and stockholders’ equity 1,009,887 $ 990,339

All values are in US Dollars.


MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Six Months
Ended June 30, Ended June 30,
(In thousands, except per share information) 2024 2023 2024 2023
Operating revenue $ 246,238 $ 285,672 $ 495,910 $ 583,695
Operating expenses (income):
Salaries, wages and benefits 86,519 96,332 175,281 194,848
Purchased transportation 43,235 48,299 85,049 102,402
Fuel and fuel taxes 38,809 42,215 78,370 89,011
Supplies and maintenance 16,472 17,408 32,542 33,395
Depreciation 28,206 29,427 56,733 58,957
Operating taxes and licenses 2,539 2,756 5,114 5,524
Insurance and claims 12,559 12,481 24,216 27,551
Communications and utilities 2,297 2,510 4,668 5,041
Gain on disposition of revenue equipment (2,532 ) (3,550 ) (3,703 ) (8,796 )
Other 8,160 9,581 15,416 18,539
Total operating expenses 236,264 257,459 473,686 526,472
Operating income 9,974 28,213 22,224 57,223
Other (1,014 ) (1,077 ) (1,810 ) (1,921 )
Income before income taxes 10,988 29,290 24,034 59,144
Income taxes expense 3,099 7,416 6,499 14,768
Net income $ 7,889 $ 21,874 $ 17,535 $ 44,376
Basic earnings per common share $ 0.10 $ 0.27 $ 0.22 $ 0.55
Diluted earnings per common share $ 0.10 $ 0.27 $ 0.22 $ 0.55
Dividends declared per common share $ 0.06 $ 0.06 $ 0.12 $ 0.12

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

Dollar Percentage
Change Change
Three Months Three Months Three Months
Ended Ended Ended
June 30, June 30, June 30,
(Dollars in thousands) 2024 2023 2024 vs. 2023 2024 vs. 2023
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 96,046 $ 101,268 $ (5,222 ) (5.2 )%
Truckload fuel surcharge revenue 16,477 15,870 607 3.8
Total Truckload revenue 112,523 117,138 (4,615 ) (3.9 )
Dedicated revenue, net of fuel surcharge revenue 67,444 87,437 (19,993 ) (22.9 )
Dedicated fuel surcharge revenue 13,822 17,548 (3,726 ) (21.2 )
Total Dedicated revenue 81,266 104,985 (23,719 ) (22.6 )
Intermodal revenue, net of fuel surcharge revenue 12,660 18,754 (6,094 ) (32.5 )
Intermodal fuel surcharge revenue 2,404 3,611 (1,207 ) (33.4 )
Total Intermodal revenue 15,064 22,365 (7,301 ) (32.6 )
Brokerage revenue 37,385 41,184 (3,799 ) (9.2 )
Total operating revenue $ 246,238 $ 285,672 $ (39,434 ) (13.8 )%
Operating income/(loss):
Truckload $ 1,115 $ 9,569 $ (8,454 ) (88.3 )%
Dedicated 6,650 14,173 (7,523 ) (53.1 )
Intermodal (684 ) (165 ) (519 ) (314.5 )
Brokerage 2,893 4,636 (1,743 ) (37.6 )
Total operating income $ 9,974 $ 28,213 $ (18,239 ) (64.6 )%
Operating ratio:
Truckload 99.0 % 91.8 %
Dedicated 91.8 86.5
Intermodal 104.5 100.7
Brokerage 92.3 88.7
Consolidated operating ratio 95.9 % 90.1 %
Operating ratio, net of fuel surcharges:
Truckload 98.8 % 90.6 %
Dedicated 90.1 83.8
Intermodal 105.4 100.9
Brokerage 92.3 88.7
Consolidated operating ratio, net of fuel surcharges 95.3 % 88.7 %

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

Dollar Percentage
Change Change
Six Months Six Months Six Months
Ended Ended Ended
June 30, June 30, June 30,
(Dollars in thousands) 2024 2023 2024 vs. 2023 2024 vs. 2023
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 191,068 $ 203,588 $ (12,520 ) (6.1 )%
Truckload fuel surcharge revenue 33,006 34,176 (1,170 ) (3.4 )
Total Truckload revenue 224,074 237,764 (13,690 ) (5.8 )
Dedicated revenue, net of fuel surcharge revenue 139,182 174,268 (35,086 ) (20.1 )
Dedicated fuel surcharge revenue 28,544 37,166 (8,622 ) (23.2 )
Total Dedicated revenue 167,726 211,434 (43,708 ) (20.7 )
Intermodal revenue, net of fuel surcharge revenue 25,941 42,155 (16,214 ) (38.5 )
Intermodal fuel surcharge revenue 5,095 8,799 (3,704 ) (42.1 )
Total Intermodal revenue 31,036 50,954 (19,918 ) (39.1 )
Brokerage revenue 73,074 83,543 (10,469 ) (12.5 )
Total operating revenue $ 495,910 $ 583,695 $ (87,785 ) (15.0 )%
Operating income/(loss):
Truckload $ 1,604 $ 19,610 $ (18,006 ) (91.8 )%
Dedicated 15,908 27,857 (11,949 ) (42.9 )
Intermodal (878 ) 622 (1,500 ) (241.2 )
Brokerage 5,590 9,134 (3,544 ) (38.8 )
Total operating income $ 22,224 $ 57,223 $ (34,999 ) (61.2 )%
Operating ratio:
Truckload 99.3 % 91.8 %
Dedicated 90.5 86.8
Intermodal 102.8 98.8
Brokerage 92.4 89.1
Consolidated operating ratio 95.5 % 90.2 %
Operating ratio, net of fuel surcharges:
Truckload 99.2 % 90.4 %
Dedicated 88.6 84.0
Intermodal 103.4 98.5
Brokerage 92.4 89.1
Consolidated operating ratio, net of fuel surcharges 94.8 % 88.6 %

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

Three Months Six Months
Ended June 30, Ended June 30,
2024 2023 2024 2023
Truckload Segment:
Revenue (in thousands) $ 112,523 $ 117,138 $ 224,074 $ 237,764
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 4,093 $ 4,472 $ 4,044 $ 4,521
Average tractors^(1)^ 1,805 1,742 1,817 1,742
Average miles per trip 528 505 533 507
Non-revenue miles percentage^(2)^ 11.6 % 12.4 % 12.1 % 12.5 %
Total miles (in thousands) 40,847 39,321 80,550 77,558
Dedicated Segment:
Revenue (in thousands) $ 81,266 $ 104,985 $ 167,726 $ 211,434
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 3,754 $ 3,986 $ 3,768 $ 3,973
Average tractors^(1)^ 1,382 1,687 1,421 1,696
Average miles per trip 323 332 326 332
Non-revenue miles percentage^(2)^ 1.1 % 1.3 % 1.1 % 1.2 %
Total miles (in thousands) 28,231 34,833 57,311 68,909
Intermodal Segment:
Revenue (in thousands) $ 15,064 $ 22,365 $ 31,036 $ 50,954
Loads 4,464 6,267 9,053 13,544
Average tractors 121 170 123 175
Brokerage Segment:
Revenue (in thousands) $ 37,385 $ 41,184 $ 73,074 $ 83,543
Loads 22,700 22,718 42,761 43,406
At June 30, 2024 and June 30, 2023:
Total tractors^(1)^ 3,126 3,516
Average age of company tractors (in years) 1.8 1.7
Total trailers 5,539 5,786
Average age of company trailers (in years) 5.0 4.2
Ratio of trailers to tractors^(1)^ 1.8 1.6
Total refrigerated containers 787 791
Three Months Six Months
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Ended June 30, Ended June 30,
(In thousands) 2024 2023 2024 2023
Net cash provided by operating activities $ 35,821 $ 48,969 $ 81,543 $ 98,201
Net cash used for investing activities (27,776 ) (60,359 ) (48,025 ) (88,639 )
Net cash used for financing activities (4,576 ) (4,370 ) (9,532 ) (9,634 )
Weighted average shares outstanding:
Basic 81,381 81,263 81,365 81,236
Diluted 81,446 81,412 81,442 81,394
(1) Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 90 and 98 tractors as of June 30, 2024 and 2023, 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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