8-K

MARTEN TRANSPORT LTD (MRTN)

8-K 2020-10-15 For: 2020-10-15
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 15 , 20 20

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
--- ---
(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<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 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition.

On October 15, 2020, the company issued a press release announcing financial results for the quarter ended September 30, 2020. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated October 15, 2020 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 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 October 15, 2020 (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 15, 2020 By /s/ James J. Hinnendael
James J. Hinnendael
Its: Executive Vice President and<br><br> <br>Chief Financial Officer

2

ex_206975.htm

Exhibit 99.1


MARTEN TRANSPORT ANNOUNCES THIRD QUARTER RESULTS

Operating income improves 21.8% and net income improves 8.8% over 2019 quarter

MONDOVI, Wis., October 15, 2020 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported an 8.8% improvement in net income to $18.0 million, or 22 cents per diluted share, for the third quarter ended September 30, 2020, from $16.6 million, or 20 cents per diluted share, for the third quarter of 2019. For the first nine months of 2020, net income improved 10.1% to $49.9 million, or 60 cents per diluted share, from $45.3 million, or 55 cents per diluted share, for the first nine months of 2019.

Results for the 2020 quarter include a gain of $1.7 million on the disposition of a facility as part of Marten’s program to expand and update its facilities. This gain increased earnings for the 2020 quarter by $1.3 million, while earnings for the 2019 quarter increased by $1.4 million due to an additional income tax benefit.

Operating Results Comparison
Percentage Percentage
Increase Increase
Three Months Nine Months
Ended Ended
September 30, September 30,
2020 vs. 2019 2020 vs. 2019
Operating revenue 0.5 % 3.3 %
Operating revenue, net of fuel surcharges 3.8 % 6.2 %
Operating income 21.8 % 17.3 %
Net income 8.8 % 10.1 %

Operating revenue improved to $216.0 million for the third quarter of 2020 from $215.0 million for the third quarter of 2019, and improved 3.3% to $647.0 million for the first nine months of 2020 from $626.1 million for the first nine months of 2019. Excluding fuel surcharges, operating revenue improved 3.8% to $196.1 million for the 2020 quarter from $188.9 million for the 2019 quarter, and improved 6.2% to $583.6 million for the first nine months of 2020 from $549.7 million for the first nine months of 2019. Fuel surcharge revenue decreased to $19.9 million for the 2020 quarter from $26.1 million for the 2019 quarter and decreased to $63.5 million for the first nine months of 2020 from $76.4 million for the first nine months of 2019 due to significantly lower fuel prices.

Operating income improved 21.8% to $24.4 million for the third quarter of 2020 from $20.0 million for the third quarter of 2019. Operating income improved 17.3% to $67.7 million for the first nine months of 2020 from $57.7 million for the first nine months of 2019. The operating income for the first nine months of 2020 was the highest for the first nine months of any year in Marten’s history.

Operating expenses as a percentage of operating revenue improved to 88.7% for the third quarter of 2020 from 90.7% for the third quarter of 2019. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 87.6% from 89.4%.


Operating expenses as a percentage of operating revenue improved to 89.5% for the first nine months of 2020 from 90.8% for the first nine months of 2019. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 88.4% from 89.5%.

Chairman and Chief Executive Officer Randolph L. Marten said, “Our talented and hard-working people continue to drive consistent profitable growth, with our operating income for the first nine months of this year the highest in our history and up 17.3% over the same period of 2019, and our operating ratio, net of fuel surcharges, the best ratio for the first nine months of any year since we became a public company in 1986. The operating income improvement is on top of strong growth in 2019 of 8.7% and in 2018 of 23.7%.”

“We improved our Truckload miles per tractor by 8.5% over the third quarter of 2019 and by 6.2% over the first nine months of 2019, demonstrating our strength of quickly making data-driven decisions and adjustments utilizing our in-house operating technology. We also have been increasing and will continue to increase the compensation for our premium services within the tightening freight market. We expect to build on our success in expanding the capacity we provide within our unique multifaceted business model to support our diverse and growing customer base by offering the best jobs for the industry’s top, experienced drivers.”

“We embrace our responsibility to keep our valued employees safe and healthy as they each contribute to our transporting and distributing the food, beverages and other consumer goods essential to millions of people in North America.”

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 the Company’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, 2019 and in Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. 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, 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) 2019
ASSETS
Current assets:
Cash and cash equivalents 88,279 $ 31,461
Receivables:
Trade, net 80,719 90,712
Other 2,908 11,055
Prepaid expenses and other 20,640 20,938
Total current assets 192,546 154,166
Property and equipment:
Revenue equipment, buildings and land, office equipment and other 943,058 904,237
Accumulated depreciation (278,488 ) (263,843 )
Net property and equipment 664,570 640,394
Other noncurrent assets 1,950 2,026
Total assets 859,066 $ 796,586
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable 24,563 $ 22,917
Insurance and claims accruals 36,629 31,729
Accrued and other current liabilities 26,755 21,680
Total current liabilities 87,947 76,326
Deferred income taxes 125,890 122,022
Noncurrent operating lease liabilities 521 649
Total liabilities 214,358 198,997
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; 82,680,849 shares at September 30, 2020, and 82,055,199 shares at December 31, 2019, issued and outstanding 827 821
Additional paid-in capital 84,389 79,465
Retained earnings 559,492 517,303
Total stockholders’ equity 644,708 597,589
Total liabilities and stockholders’ equity 859,066 $ 796,586

All values are in US Dollars.



M ARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


Three Months Nine Months
Ended September 30, Ended September 30,
(In thousands, except per share information) 2020 2019 2020 2019
Operating revenue $ 216,011 $ 214,973 $ 647,041 $ 626,086
Operating expenses (income):
Salaries, wages and benefits 74,797 69,312 221,034 201,449
Purchased transportation 37,066 40,435 113,676 117,352
Fuel and fuel taxes 24,268 31,275 73,433 89,904
Supplies and maintenance 12,440 12,116 36,501 34,739
Depreciation 25,580 24,290 76,979 70,295
Operating taxes and licenses 2,749 2,651 8,003 7,422
Insurance and claims 11,243 9,618 35,160 29,355
Communications and utilities 1,999 1,901 5,961 5,801
Gain on disposition of revenue equipment (2,128 ) (2,559 ) (5,899 ) (5,337 )
Gain on disposition of facility (1,718 ) - (1,718 ) -
Other 5,315 5,900 16,223 17,395
Total operating expenses 191,611 194,939 579,353 568,375
Operating income 24,400 20,034 67,688 57,711
Other (17 ) (255 ) (127 ) (928 )
Income before income taxes 24,417 20,289 67,815 58,639
Income taxes expense 6,373 3,702 17,919 13,316
Net income $ 18,044 $ 16,587 $ 49,896 $ 45,323
Basic earnings per common share $ 0.22 $ 0.20 $ 0.61 $ 0.55
Diluted earnings per common share $ 0.22 $ 0.20 $ 0.60 $ 0.55
Dividends declared per common share $ 0.04 $ 0.453 $ 0.093 $ 0.493


**** **** 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) 2020 2019 2020 vs. 2019 2020 vs. 2019
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 85,074 $ 82,931 $ 2,143 2.6 %
Truckload fuel surcharge revenue 8,549 12,056 (3,507 ) (29.1 )
Total Truckload revenue 93,623 94,987 (1,364 ) (1.4 )
Dedicated revenue, net of fuel surcharge revenue 69,002 59,281 9,721 16.4
Dedicated fuel surcharge revenue 9,335 11,053 (1,718 ) (15.5 )
Total Dedicated revenue 78,337 70,334 8,003 11.4
Intermodal revenue, net of fuel surcharge revenue 19,991 19,336 655 3.4
Intermodal fuel surcharge revenue 1,985 2,961 (976 ) (33.0 )
Total Intermodal revenue 21,976 22,297 (321 ) (1.4 )
Brokerage revenue 22,075 27,355 (5,280 ) (19.3 )
Total operating revenue $ 216,011 $ 214,973 $ 1,038 0.5 %
Operating income:
Truckload $ 10,546 $ 6,956 $ 3,590 51.6 %
Dedicated 11,024 9,920 1,104 11.1
Intermodal 1,304 1,210 94 7.8
Brokerage 1,526 1,948 (422 ) (21.7 )
Total operating income $ 24,400 $ 20,034 $ 4,366 21.8 %
Operating ratio:
Truckload 88.7 % 92.7 %
Dedicated 85.9 85.9
Intermodal 94.1 94.6
Brokerage 93.1 92.9
Consolidated operating ratio 88.7 % 90.7 %

**** 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) 2020 2019 2020 vs. 2019 2020 vs. 2019
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 254,897 $ 246,313 $ 8,584 3.5 %
Truckload fuel surcharge revenue 28,058 36,418 (8,360 ) (23.0 )
Total Truckload revenue 282,955 282,731 224 0.1
Dedicated revenue, net of fuel surcharge revenue 200,237 164,365 35,872 21.8
Dedicated fuel surcharge revenue 28,564 30,704 (2,140 ) (7.0 )
Total Dedicated revenue 228,801 195,069 33,732 17.3
Intermodal revenue, net of fuel surcharge revenue 59,127 56,618 2,509 4.4
Intermodal fuel surcharge revenue 6,830 9,253 (2,423 ) (26.2 )
Total Intermodal revenue 65,957 65,871 86 0.1
Brokerage revenue 69,328 82,415 (13,087 ) (15.9 )
Total operating revenue $ 647,041 $ 626,086 $ 20,955 3.3 %
Operating income:
Truckload $ 28,367 $ 22,556 $ 5,811 25.8 %
Dedicated 31,009 23,135 7,874 34.0
Intermodal 3,564 5,140 (1,576 ) (30.7 )
Brokerage 4,748 6,880 (2,132 ) (31.0 )
Total operating income $ 67,688 $ 57,711 $ 9,977 17.3 %
Operating ratio:
Truckload 90.0 % 92.0 %
Dedicated 86.4 88.1
Intermodal 94.6 92.2
Brokerage 93.2 91.7
Consolidated operating ratio 89.5 % 90.8 %


MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)


Three Months Nine Months
Ended September 30, Ended September 30,
2020 2019 2020 2019
Truckload Segment:
Revenue (in thousands) $ 93,623 $ 94,987 $ 282,955 $ 282,731
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 3,955 $ 3,723 $ 3,865 $ 3,818
Average tractors^(1)^ 1,637 1,695 1,685 1,654
Average miles per trip 546 545 554 545
Non-revenue miles percentage^(2)^ 10.2 % 11.8 % 10.8 % 11.4 %
Total miles (in thousands) 41,210 39,326 125,082 115,639
Dedicated Segment:
Revenue (in thousands) $ 78,337 $ 70,334 $ 228,801 $ 195,069
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 3,295 $ 3,392 $ 3,304 $ 3,412
Average tractors^(1)^ 1,593 1,329 1,548 1,235
Average miles per trip 304 312 306 316
Non-revenue miles percentage^(2)^ 0.7 % 0.7 % 0.7 % 0.7 %
Total miles (in thousands) 33,843 28,859 98,553 79,700
Intermodal Segment:
Revenue (in thousands) $ 21,976 $ 22,297 $ 65,957 $ 65,871
Loads 9,306 8,897 27,736 26,578
Average tractors 99 87 99 85
Brokerage Segment:
Revenue (in thousands) $ 22,075 $ 27,355 $ 69,328 $ 82,415
Loads 13,670 16,059 45,058 47,510
At September 30, 2020 and September 30, 2019:
Total tractors^(1)^ 3,329 3,137
Average age of company tractors (in years) 1.7 1.8
Total trailers 5,368 5,562
Average age of company trailers (in years) 2.9 2.6
Ratio of trailers to tractors^(1)^ 1.6 1.8
Three Months Nine Months
--- --- --- --- --- --- --- --- --- --- --- --- ---
Ended September 30, Ended September 30,
(In thousands) 2020 2019 2020 2019
Net cash provided by operating activities $ 50,640 $ 46,920 $ 154,707 $ 122,021
Net cash (used for) investing activities (34,558 ) (52,719 ) (93,748 ) (98,489 )
Net cash (used for) financing activities (3,126 ) (36,513 ) (4,141 ) (39,815 )
Weighted average shares outstanding:
Basic 82,672 81,982 82,472 81,912
Diluted 83,279 82,701 83,098 82,618
(1) Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 132 and 75 tractors as of September 30, 2020 and 2019, respectively.
--- ---
(2) Represents the percentage of miles for which the company is not compensated.