8-K

MARTEN TRANSPORT LTD (MRTN)

8-K 2025-01-27 For: 2025-01-27
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):

January 27, 2025

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 January 27, 2025, the company issued a press release announcing financial results for the quarter and year ended December 31, 2024. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated January 27, 2025 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 2025.

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 January 27, 2025 (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: January 27, 2025 By: /s/ James J. Hinnendael
James J. Hinnendael
Its: Executive Vice President and
Chief Financial Officer

2

ex_768133.htm

Exhibit 99.1

MARTEN TRANSPORT ANNOUNCES FOURTH QUARTER AND YEAR END RESULTS

MONDOVI, Wis., January 27, 2025 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported net income of $5.6 million, or 7 cents per diluted share, for the fourth quarter ended December 31, 2024, compared with $12.4 million, or 15 cents per diluted share, for the fourth quarter of 2023. The 2024 fourth-quarter earnings improved 50.1% sequentially from 2024 third-quarter net income of $3.8 million, or 5 cents per diluted share. For the year ended December 31, 2024, net income was $26.9 million, or 33 cents per diluted share, compared with $70.4 million, or 86 cents per diluted share, for 2023.

Operating revenue was $230.4 million for the fourth quarter of 2024 compared with $268.2 million for the fourth quarter of 2023. Excluding fuel surcharges, operating revenue was $202.9 million for the 2024 quarter compared with $229.4 million for the 2023 quarter. Fuel surcharge revenue decreased to $27.6 million for the 2024 quarter from $38.8 million for the 2023 quarter.

Operating revenue was $963.7 million for 2024 compared with $1.131 billion for 2023. Excluding fuel surcharges, operating revenue was $840.0 million for 2024 compared with $972.0 million for 2023. Fuel surcharge revenue decreased to $123.7 million for 2024 compared with $159.4 million for 2023.

Operating income was $6.7 million for the fourth quarter of 2024 compared with $15.7 million for the fourth quarter of 2023. The 2024 fourth-quarter operating income improved 57.6% from operating income of $4.3 million for the third quarter of 2024.

Operating income was $33.2 million for 2024 compared with $90.1 million for 2023.

Operating expenses as a percentage of operating revenue were 97.1% for the 2024 fourth quarter and 94.2% for the 2023 fourth quarter. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 96.7% for the 2024 fourth quarter and 93.2% for the 2023 fourth quarter – compared with 97.9% for the third quarter of 2024.

Operating expenses as a percentage of operating revenue were 96.6% for 2024 and 92.0% for 2023. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 96.0% for 2024 and 90.7% for 2023.

Executive Chairman Randolph L. Marten stated, “We are encouraged by this quarter being the first quarter with sequential improvement in each of our net income, operating income and operating ratio, net of fuel surcharges, since the second quarter of 2022, a period that preceded the freight market recession’s severe inflationary operating costs, freight rate reductions and freight network disruptions. Our people also drove sequential increases this quarter in our revenue per tractor, rate per total mile and miles per tractor within each of our truckload and dedicated operations.”

“We continue to focus 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 17,267 $ 53,213
Receivables:
Trade, net 89,992 105,501
Other 5,364 10,356
Prepaid expenses and other 25,888 27,512
Total current assets 138,511 196,582
Property and equipment:
Revenue equipment, buildings and land, office equipment and other 1,198,737 1,162,336
Accumulated depreciation (370,124 ) (370,103 )
Net property and equipment 828,613 792,233
Other noncurrent assets 1,633 1,524
Total assets 968,757 $ 990,339
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable 25,781 $ 36,516
Insurance and claims accruals 44,246 47,017
Accrued and other current liabilities 23,492 26,709
Total current liabilities 93,519 110,242
Deferred income taxes 107,034 122,462
Noncurrent operating lease liabilities 282 249
Total liabilities 200,835 232,953
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; 81,463,938 shares at December 31, 2024, and 81,312,168 shares at December 31, 2023, issued and outstanding 815 813
Additional paid-in capital 52,941 49,789
Retained earnings 714,166 706,784
Total stockholders’ equity 767,922 757,386
Total liabilities and stockholders’ equity 968,757 $ 990,339

All values are in US Dollars.


MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Year
Ended December 31, Ended December 31,
(In thousands, except per share information) 2024 2023 2024 2023
Operating revenue $ 230,432 $ 268,222 $ 963,708 $ 1,131,455
Operating expenses (income):
Salaries, wages and benefits 83,009 91,350 341,732 378,818
Purchased transportation 39,231 47,259 169,142 199,334
Fuel and fuel taxes 32,992 42,731 147,143 180,437
Supplies and maintenance 14,331 16,120 63,337 67,411
Depreciation 27,528 28,748 111,653 116,722
Operating taxes and licenses 2,683 2,708 10,302 11,053
Insurance and claims 15,134 15,209 53,109 56,014
Communications and utilities 2,195 2,524 9,029 10,149
Gain on disposition of revenue equipment (387 ) (1,802 ) (4,971 ) (13,612 )
Other 6,989 7,718 30,012 35,019
Total operating expenses 223,705 252,565 930,488 1,041,345
Operating income 6,727 15,657 33,220 90,110
Other (394 ) (868 ) (3,126 ) (3,806 )
Income before income taxes 7,121 16,525 36,346 93,916
Income taxes expense 1,488 4,126 9,424 23,543
Net income $ 5,633 $ 12,399 $ 26,922 $ 70,373
Basic earnings per common share $ 0.07 $ 0.15 $ 0.33 $ 0.87
Diluted earnings per common share $ 0.07 $ 0.15 $ 0.33 $ 0.86
Dividends declared per common share $ 0.06 $ 0.06 $ 0.24 $ 0.24

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

Dollar Percentage
Change Change
Three Months Three Months Three Months
Ended Ended Ended
December 31, December 31, December 31,
(Dollars in thousands) 2024 2023 2024 vs. 2023 2024 vs. 2023
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 93,106 $ 95,461 $ (2,355 ) (2.5 )%
Truckload fuel surcharge revenue 14,188 18,023 (3,835 ) (21.3 )
Total Truckload revenue 107,294 113,484 (6,190 ) (5.5 )
Dedicated revenue, net of fuel surcharge revenue 64,997 77,731 (12,734 ) (16.4 )
Dedicated fuel surcharge revenue 11,391 17,310 (5,919 ) (34.2 )
Total Dedicated revenue 76,388 95,041 (18,653 ) (19.6 )
Intermodal revenue, net of fuel surcharge revenue 11,238 15,610 (4,372 ) (28.0 )
Intermodal fuel surcharge revenue 1,971 3,467 (1,496 ) (43.1 )
Total Intermodal revenue 13,209 19,077 (5,868 ) (30.8 )
Brokerage revenue 33,541 40,620 (7,079 ) (17.4 )
Total operating revenue $ 230,432 $ 268,222 $ (37,790 ) (14.1 )%
Operating income/(loss):
Truckload $ 1,821 $ 2,487 $ (666 ) (26.8 )%
Dedicated 4,073 9,234 (5,161 ) (55.9 )
Intermodal (1,502 ) 296 (1,798 ) (607.4 )
Brokerage 2,335 3,640 (1,305 ) (35.9 )
Total operating income $ 6,727 $ 15,657 $ (8,930 ) (57.0 )%
Operating ratio:
Truckload 98.3 % 97.8 %
Dedicated 94.7 90.3
Intermodal 111.4 98.4
Brokerage 93.0 91.0
Consolidated operating ratio 97.1 % 94.2 %
Operating ratio, net of fuel surcharges:
Truckload 98.0 % 97.4 %
Dedicated 93.7 88.1
Intermodal 113.4 98.1
Brokerage 93.0 91.0
Consolidated operating ratio, net of fuel surcharges 96.7 % 93.2 %

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

Dollar Percentage
Change Change
Year Year Year
Ended Ended Ended
December 31, December 31, December 31,
(Dollars in thousands) 2024 2023 2024 vs. 2023 2024 vs. 2023
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 377,452 $ 395,565 $ (18,113 ) (4.6 )%
Truckload fuel surcharge revenue 62,340 69,910 (7,570 ) (10.8 )
Total Truckload revenue 439,792 465,475 (25,683 ) (5.5 )
Dedicated revenue, net of fuel surcharge revenue 267,077 334,962 (67,885 ) (20.3 )
Dedicated fuel surcharge revenue 52,058 73,310 (21,252 ) (29.0 )
Total Dedicated revenue 319,135 408,272 (89,137 ) (21.8 )
Intermodal revenue, net of fuel surcharge revenue 49,468 75,887 (26,419 ) (34.8 )
Intermodal fuel surcharge revenue 9,286 16,191 (6,905 ) (42.6 )
Total Intermodal revenue 58,754 92,078 (33,324 ) (36.2 )
Brokerage revenue 146,027 165,630 (19,603 ) (11.8 )
Total operating revenue $ 963,708 $ 1,131,455 $ (167,747 ) (14.8 )%
Operating income/(loss):
Truckload $ 3,283 $ 24,835 $ (21,552 ) (86.8 )%
Dedicated 23,037 48,377 (25,340 ) (52.4 )
Intermodal (3,922 ) (156 ) (3,766 ) (2,414.1 )
Brokerage 10,822 17,054 (6,232 ) (36.5 )
Total operating income $ 33,220 $ 90,110 $ (56,890 ) (63.1 )%
Operating ratio:
Truckload 99.3 % 94.7 %
Dedicated 92.8 88.2
Intermodal 106.7 100.2
Brokerage 92.6 89.7
Consolidated operating ratio 96.6 % 92.0 %
Operating ratio, net of fuel surcharges:
Truckload 99.1 % 93.7 %
Dedicated 91.4 85.6
Intermodal 107.9 100.2
Brokerage 92.6 89.7
Consolidated operating ratio, net of fuel surcharges 96.0 % 90.7 %

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

Three Months Year
Ended December 31, Ended December 31,
2024 2023 2024 2023
Truckload Segment:
Revenue (in thousands) $ 107,294 $ 113,484 $ 439,792 $ 465,475
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 4,227 $ 4,183 $ 4,123 $ 4,377
Average tractors^(1)^ 1,676 1,737 1,751 1,733
Average miles per trip 535 533 533 519
Non-revenue miles percentage^(2)^ 11.8 % 12.4 % 12.1 % 12.4 %
Total miles (in thousands) 39,147 39,278 158,985 155,929
Dedicated Segment:
Revenue (in thousands) $ 76,388 $ 95,041 $ 319,135 $ 408,272
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 3,841 $ 3,895 $ 3,767 $ 3,936
Average tractors^(1)^ 1,288 1,518 1,356 1,632
Average miles per trip 313 335 319 335
Non-revenue miles percentage^(2)^ 1.5 % 1.2 % 1.3 % 1.2 %
Total miles (in thousands) 26,799 31,215 110,681 133,163
Intermodal Segment:
Revenue (in thousands) $ 13,209 $ 19,077 $ 58,754 $ 92,078
Loads 3,803 5,289 16,975 25,160
Average tractors 88 133 110 159
Brokerage Segment:
Revenue (in thousands) $ 33,541 $ 40,620 $ 146,027 $ 165,630
Loads 21,749 23,594 89,138 91,077
At December 31, 2024 and December 31, 2023:
Total tractors^(1)^ 3,006 3,349
Average age of company tractors (in years) 1.9 1.9
Total trailers 5,440 5,653
Average age of company trailers (in years) 5.3 4.6
Ratio of trailers to tractors^(1)^ 1.8 1.7
Total refrigerated containers 786 787
Three Months Year
--- --- --- --- --- --- --- --- --- --- --- --- ---
Ended December 31, Ended December 31,
(In thousands) 2024 2023 2024 2023
Net cash provided by operating activities $ 23,793 $ 38,045 $ 134,814 $ 164,378
Net cash used for investing activities (44,891 ) (48,070 ) (152,138 ) (172,540 )
Net cash used for financing activities (4,625 ) (4,829 ) (18,622 ) (19,225 )
Weighted average shares outstanding:
Basic 81,457 81,309 81,406 81,272
Diluted 81,507 81,418 81,472 81,413
(1) Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 88 and 94 tractors as of December 31, 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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