8-K

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 15, 2021

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. ☐

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Section 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition.

On April 15, 2021, the company issued a press release announcing financial results for the quarter ended March 31, 2021. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated April 15, 2021 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
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99.1	Press Release dated April 15, 2021 (included herewith).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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 15, 2021	By	/s/ James J. Hinnendael
		James J. Hinnendael
		Its: Executive Vice President and<br><br> <br>Chief Financial Officer

ex_240947.htm

Exhibit 99.1

MARTEN TRANSPORT ANNOUNCES FIRST QUARTER RESULTS

Net income improves 31.3% to kick off 2021

MONDOVI, Wis., April 15, 2021 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported a 31.3% improvement in net income to $18.0 million, or 22 cents per diluted share, for the first quarter ended March 31, 2021, from $13.7 million, or 17 cents per diluted share, for the first quarter of 2020.

Operating Results Comparison
	Percentage			Percentage			Percentage
	Increase			Increase			Increase
	Three Months			Year			Year
	Ended			Ended			Ended
	March 31,			December 31,			December 31,
	2021 vs. 2020			2020 vs. 2019			2019 vs. 2018
Operating revenue		2.0	%		3.7	%		7.1	%
Operating revenue, net of fuel surcharges		2.5	%		6.8	%		8.6	%
Operating income		33.1	%		21.9	%		8.7	%
Net income		31.3	%		13.8	%		11.0	%

Operating revenue improved 2.0% to $223.0 million for the first quarter of 2021 from $218.6 million for the first quarter of 2020. Excluding fuel surcharges, operating revenue improved 2.5% to $198.2 million for the 2021 quarter from $193.4 million for the 2020 quarter. Fuel surcharge revenue decreased slightly to $24.9 million for the 2021 quarter from $25.2 million for the 2020 quarter.

Operating income improved 33.1% to $24.0 million for the first quarter of 2021 from $18.0 million for the first quarter of 2020.

Operating expenses as a percentage of operating revenue improved to 89.2% for the first quarter of 2021 from 91.8% for the first quarter of 2020. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 87.9% from 90.7%.

Chairman and Chief Executive Officer Randolph L. Marten said, “Our talented and determined people followed up the impact of the severe winter weather in February with an extremely strong finish to our first quarter, earning 10 cents per diluted share in the month of March. The 33.1% operating income improvement in our 2021 first quarter continues the consistent solid growth we achieved in 2020 of 21.9% and in 2019 of 8.7%, demonstrating our earnings leverage across some challenging operating environments.”

“We have been increasing and will continue to increase the compensation from our customers for our premium services within the tightening freight market, which is the result of both accelerating demand and constraining capacity driven by the intensifying national driver shortage. We expect to continue to build on our momentum in expanding the capacity we provide within our unique multifaceted business model across our diverse customer base with our continued improvements to our aggressive levels of driver compensation and benefits, safety and technology.”

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“We embrace our responsibility to keep our valued drivers, maintenance personnel and employees across all functions and regions 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. We paid our drivers $876,000 this February for their available hours not driven due to the persistent unsafe weather conditions, compared with $46,000 in February of 2020.”

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 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, 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.

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MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED BALANCE SHEETS

			December 31,
(In thousands, except share information)			2020
ASSETS
Current assets:
Cash and cash equivalents	88,583		$	66,127
Receivables:
Trade, net	89,552			83,426
Other	3,489			4,202
Prepaid expenses and other	19,434			21,903
Total current assets	201,058			175,658
Property and equipment:
Revenue equipment, buildings and land, office equipment and other	934,405			930,123
Accumulated depreciation	(281,812	)		(275,950	)
Net property and equipment	652,593			654,173
Other noncurrent assets	1,698			1,805
Total assets	855,349		$	831,636
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	32,060		$	25,702
Insurance and claims accruals	41,712			39,595
Accrued and other current liabilities	24,079			24,497
Total current liabilities	97,851			89,794
Deferred income taxes	122,183			121,098
Noncurrent operating lease liabilities	337			411
Total liabilities	220,371			211,303
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; 82,774,936 shares at March 31, 2021, and 82,705,005 shares at December 31, 2020, issued and outstanding	828			827
Additional paid-in capital	85,019			85,070
Retained earnings	549,131			534,436
Total stockholders’ equity	634,978			620,333
Total liabilities and stockholders’ equity	855,349		$	831,636

All values are in US Dollars.

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MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months
	Ended March 31,
(In thousands, except per share information)	2021			2020
Operating revenue	$	223,046		$	218,646
Operating expenses (income):
Salaries, wages and benefits		72,998			72,761
Purchased transportation		40,765			40,445
Fuel and fuel taxes		28,937			28,297
Supplies and maintenance		11,015			12,228
Depreciation		25,687			25,427
Operating taxes and licenses		2,712			2,639
Insurance and claims		11,446			12,284
Communications and utilities		2,083			1,985
Gain on disposition of revenue equipment		(1,984	)		(1,555	)
Other		5,389			6,103
Total operating expenses		199,048			200,614
Operating income		23,998			18,032
Other		(10	)		(97	)
Income before income taxes		24,008			18,129
Income taxes expense		6,002			4,411
Net income	$	18,006		$	13,718
Basic earnings per common share	$	0.22		$	0.17
Diluted earnings per common share	$	0.22		$	0.17
Dividends declared per common share	$	0.04		$	0.027

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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)	2021			2020			2021 vs. 2020			2021 vs. 2020
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	83,919		$	83,857		$	62			0.1	%
Truckload fuel surcharge revenue		10,996			11,275			(279	)		(2.5	)
Total Truckload revenue		94,915			95,132			(217	)		(0.2	)
Dedicated revenue, net of fuel surcharge revenue		66,902			64,159			2,743			4.3
Dedicated fuel surcharge revenue		11,335			10,878			457			4.2
Total Dedicated revenue		78,237			75,037			3,200			4.3
Intermodal revenue, net of fuel surcharge revenue		19,446			20,594			(1,148	)		(5.6	)
Intermodal fuel surcharge revenue		2,558			3,086			(528	)		(17.1	)
Total Intermodal revenue		22,004			23,680			(1,676	)		(7.1	)
Brokerage revenue		27,890			24,797			3,093			12.5
Total operating revenue	$	223,046		$	218,646		$	4,400			2.0	%
Operating income:
Truckload	$	11,415		$	6,785		$	4,630			68.2	%
Dedicated		8,936			8,533			403			4.7
Intermodal		1,461			1,306			155			11.9
Brokerage		2,186			1,408			778			55.3
Total operating income	$	23,998		$	18,032		$	5,966			33.1	%
Operating ratio:
Truckload		88.0	%		92.9	%
Dedicated		88.6			88.6
Intermodal		93.4			94.5
Brokerage		92.2			94.3
Consolidated operating ratio		89.2	%		91.8	%

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MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

	Three Months
	Ended March 31,
	2021			2020
Truckload Segment:
Revenue (in thousands)	$	94,915		$	95,132
Average revenue, net of fuel surcharges, per tractor per week^(1)^	$	4,057		$	3,814
Average tractors^(1)^		1,609			1,691
Average miles per trip		534			559
Non-revenue miles percentage^(2)^		10.3	%		11.2	%
Total miles (in thousands)		38,283			41,039
Dedicated Segment:
Revenue (in thousands)	$	78,237		$	75,037
Average revenue, net of fuel surcharges, per tractor per week^(1)^	$	3,214		$	3,304
Average tractors^(1)^		1,619			1,494
Average miles per trip		307			306
Non-revenue miles percentage^(2)^		0.8	%		0.7	%
Total miles (in thousands)		31,999			31,536
Intermodal Segment:
Revenue (in thousands)	$	22,004		$	23,680
Loads		7,982			9,737
Average tractors		134			100
Brokerage Segment:
Revenue (in thousands)	$	27,890		$	24,797
Loads		14,575			16,108
At March 31, 2021 and March 31, 2020:
Total tractors^(1)^		3,361			3,377
Average age of company tractors (in years)		1.6			1.8
Total trailers		5,344			5,420
Average age of company trailers (in years)		3.2			2.6
Ratio of trailers to tractors^(1)^		1.6			1.6
	Three Months
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	Ended March 31,
(In thousands)	2021			2020
Net cash provided by operating activities	$	43,570		$	43,480
Net cash used for investing activities		(17,417	)		(36,632	)
Net cash used for financing activities		(3,697	)		(2,173	)
Weighted average shares outstanding:
Basic		82,758			82,214
Diluted		83,359			82,864
(1)	Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 133 and 106 tractors as of March 31, 2021 and 2020, respectively.
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(2)	Represents the percentage of miles for which the company is not compensated.