8-K

MARTEN TRANSPORT LTD (MRTN)

8-K 2023-07-19 For: 2023-07-19
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 19, 2023

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 19, 2023, the company issued a press release announcing financial results for the quarter ended June 30, 2023. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated July 19, 2023 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 2023.

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
99.1 Press Release dated July 19, 2023 (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 19, 2023 By: /s/ James J. Hinnendael
James J. Hinnendael
Its: Executive Vice President and
Chief Financial Officer

ex_544765.htm

Exhibit 99.1

MARTEN TRANSPORT ANNOUNCES SECOND QUARTER RESULTS

MONDOVI, Wis., July 19, 2023 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported net income of $21.9 million, or 27 cents per diluted share, for the second quarter ended June 30, 2023, compared with $31.7 million, or 39 cents per diluted share, for the second quarter of 2022. For the six-month period ended June 30, 2023, net income was $44.4 million, or 55 cents per diluted share, compared with $59.2 million, or 72 cents per diluted share, for the 2022 six-month period.

Operating revenue was $285.7 million for the second quarter of 2023 compared with $329.6 million for the second quarter of 2022. Excluding fuel surcharges, operating revenue was $248.6 million for the 2023 quarter compared with $269.1 million for the 2022 quarter. Fuel surcharge revenue decreased to $37.0 million for the 2023 quarter from $60.4 million for the 2022 quarter due to significantly lower fuel prices.

Operating revenue was $583.7 million for the first six months of 2023 compared with $616.8 million for the first six months of 2022. Excluding fuel surcharges, operating revenue was $503.6 million for the 2023 period compared with $514.4 million for the 2022 period. Fuel surcharge revenue decreased to $80.1 million for the 2023 period compared with $102.4 million for the 2022 period.

Operating income was $28.2 million for the second quarter of 2023 compared with $40.9 million for the second quarter of 2022 – the highest amount for any quarter in Marten’s history.

Operating income was $57.2 million for the first six months of 2023 compared with $76.8 million for the first six months of 2022.

Operating expenses as a percentage of operating revenue were 90.1% for the 2023 quarter and 87.6% for the 2022 quarter. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 88.7% for the 2023 quarter and 84.8% for the 2022 quarter – the best ratio for any quarter since Marten became a public company in 1986.

Operating expenses as a percentage of operating revenue were 90.2% for the first six months of 2023 and 87.6% for the first six months of 2022. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 88.6% for the 2023 period and 85.1% for the 2022 period.

Executive Chairman Randolph L. Marten stated, “While the soft freight market demand, excess capacity and inflationary costs continue to put considerable pressure on industry pricing, volumes and margins, we recorded our second-highest second quarter operating revenue and net income in our history.”

“The disciplined execution of our unique business model by our talented people utilizing our adaptive and proprietary operating technology, along with our emphasis on operating efficiencies and cost controls, are key strengths to our minimizing the current impact of the weak freight market on our operations -- and are also strengths that we will maintain as we invest in and position our premium service solutions to capitalize on profitable organic growth opportunities as the market necessarily recovers.”

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, 2022. 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) 2022
ASSETS
Current assets:
Cash and cash equivalents 80,528 $ 80,600
Receivables:
Trade, net 111,577 120,702
Other 10,646 7,218
Prepaid expenses and other 29,208 27,320
Total current assets 231,959 235,840
Property and equipment:
Revenue equipment, buildings and land, office equipment and other 1,122,659 1,074,832
Accumulated depreciation (352,139 ) (346,665 )
Net property and equipment 770,520 728,167
Other noncurrent assets 1,605 1,672
Total assets 1,004,084 $ 965,679
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable 36,107 $ 37,299
Insurance and claims accruals 47,665 45,747
Accrued and other current liabilities 47,248 41,264
Total current liabilities 131,020 124,310
Deferred income taxes 132,737 137,041
Noncurrent operating lease liabilities 307 409
Total liabilities 264,064 261,760
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; 81,301,468 shares at June 30, 2023, and 81,115,132 shares at December 31, 2022, issued and outstanding 813 811
Additional paid-in capital 48,663 47,188
Retained earnings 690,544 655,920
Total stockholders’ equity 740,020 703,919
Total liabilities and stockholders’ equity 1,004,084 $ 965,679

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) 2023 2022 2023 2022
Operating revenue $ 285,672 $ 329,565 $ 583,695 $ 616,846
Operating expenses (income):
Salaries, wages and benefits 96,332 96,460 194,848 185,809
Purchased transportation 48,299 67,480 102,402 124,790
Fuel and fuel taxes 42,215 61,337 89,011 105,705
Supplies and maintenance 17,408 13,352 33,395 25,665
Depreciation 29,427 26,865 58,957 53,008
Operating taxes and licenses 2,756 2,663 5,524 5,303
Insurance and claims 12,481 13,443 27,551 26,147
Communications and utilities 2,510 2,239 5,041 4,504
Gain on disposition of revenue equipment (3,550 ) (4,812 ) (8,796 ) (9,352 )
Other 9,581 9,601 18,539 18,472
Total operating expenses 257,459 288,628 526,472 540,051
Operating income 28,213 40,937 57,223 76,795
Other (1,077 ) (36 ) (1,921 ) (43 )
Income before income taxes 29,290 40,973 59,144 76,838
Income taxes expense 7,416 9,312 14,768 17,644
Net income $ 21,874 $ 31,661 $ 44,376 $ 59,194
Basic earnings per common share $ 0.27 $ 0.39 $ 0.55 $ 0.72
Diluted earnings per common share $ 0.27 $ 0.39 $ 0.55 $ 0.72
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) 2023 2022 2023 vs. 2022 2023 vs. 2022
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 101,268 $ 101,808 $ (540 ) (0.5 )%
Truckload fuel surcharge revenue 15,870 25,164 (9,294 ) (36.9 )
Total Truckload revenue 117,138 126,972 (9,834 ) (7.7 )
Dedicated revenue, net of fuel surcharge revenue 87,437 84,389 3,048 3.6
Dedicated fuel surcharge revenue 17,548 25,966 (8,418 ) (32.4 )
Total Dedicated revenue 104,985 110,355 (5,370 ) (4.9 )
Intermodal revenue, net of fuel surcharge revenue 18,754 27,681 (8,927 ) (32.2 )
Intermodal fuel surcharge revenue 3,611 9,286 (5,675 ) (61.1 )
Total Intermodal revenue 22,365 36,967 (14,602 ) (39.5 )
Brokerage revenue 41,184 55,271 (14,087 ) (25.5 )
Total operating revenue $ 285,672 $ 329,565 $ (43,893 ) (13.3 )%
Operating income:
Truckload $ 9,569 $ 16,088 $ (6,519 ) (40.5 )%
Dedicated 14,173 14,039 134 1.0
Intermodal (165 ) 4,097 (4,262 ) (104.0 )
Brokerage 4,636 6,713 (2,077 ) (30.9 )
Total operating income $ 28,213 $ 40,937 $ (12,724 ) (31.1 )%
Operating ratio:
Truckload 91.8 % 87.3 %
Dedicated 86.5 87.3
Intermodal 100.7 88.9
Brokerage 88.7 87.9
Consolidated operating ratio 90.1 % 87.6 %
Operating ratio, net of fuel surcharges:
Truckload 90.6 % 84.2 %
Dedicated 83.8 83.4
Intermodal 100.9 85.2
Brokerage 88.7 87.9
Consolidated operating ratio, net of fuel surcharges 88.7 % 84.8 %

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) 2023 2022 2023 vs. 2022 2023 vs. 2022
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 203,588 $ 196,978 $ 6,610 3.4 %
Truckload fuel surcharge revenue 34,176 42,784 (8,608 ) (20.1 )
Total Truckload revenue 237,764 239,762 (1,998 ) (0.8 )
Dedicated revenue, net of fuel surcharge revenue 174,268 162,810 11,458 7.0
Dedicated fuel surcharge revenue 37,166 44,305 (7,139 ) (16.1 )
Total Dedicated revenue 211,434 207,115 4,319 2.1
Intermodal revenue, net of fuel surcharge revenue 42,155 53,286 (11,131 ) (20.9 )
Intermodal fuel surcharge revenue 8,799 15,323 (6,524 ) (42.6 )
Total Intermodal revenue 50,954 68,609 (17,655 ) (25.7 )
Brokerage revenue 83,543 101,360 (17,817 ) (17.6 )
Total operating revenue $ 583,695 $ 616,846 $ (33,151 ) (5.4 )%
Operating income:
Truckload $ 19,610 $ 31,659 $ (12,049 ) (38.1 )%
Dedicated 27,857 24,684 3,173 12.9
Intermodal 622 9,133 (8,511 ) (93.2 )
Brokerage 9,134 11,319 (2,185 ) (19.3 )
Total operating income $ 57,223 $ 76,795 $ (19,572 ) (25.5 )%
Operating ratio:
Truckload 91.8 % 86.8 %
Dedicated 86.8 88.1
Intermodal 98.8 86.7
Brokerage 89.1 88.8
Consolidated operating ratio 90.2 % 87.6 %
Operating ratio, net of fuel surcharges:
Truckload 90.4 % 83.9 %
Dedicated 84.0 84.8
Intermodal 98.5 82.9
Brokerage 89.1 88.8
Consolidated operating ratio, net of fuel surcharges 88.6 % 85.1 %

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

Three Months Six Months
Ended June 30, Ended June 30,
2023 2022 2023 2022
Truckload Segment:
Revenue (in thousands) $ 117,138 $ 126,972 $ 237,764 $ 239,762
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 4,472 $ 5,080 $ 4,521 $ 5,030
Average tractors^(1)^ 1,742 1,542 1,742 1,515
Average miles per trip 505 509 507 514
Non-revenue miles percentage^(2)^ 12.4 % 10.7 % 12.5 % 10.6 %
Total miles (in thousands) 39,321 36,752 77,558 72,124
Dedicated Segment:
Revenue (in thousands) $ 104,985 $ 110,355 $ 211,434 $ 207,115
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 3,986 $ 4,072 $ 3,973 $ 3,962
Average tractors^(1)^ 1,687 1,594 1,696 1,589
Average miles per trip 332 341 332 341
Non-revenue miles percentage^(2)^ 1.3 % 1.0 % 1.2 % 1.1 %
Total miles (in thousands) 34,833 34,134 68,909 66,887
Intermodal Segment:
Revenue (in thousands) $ 22,365 $ 36,967 $ 50,954 $ 68,609
Loads 6,267 8,703 13,544 16,997
Average tractors 170 175 175 169
Brokerage Segment:
Revenue (in thousands) $ 41,184 $ 55,271 $ 83,543 $ 101,360
Loads 22,718 25,322 43,406 45,006
At June 30, 2023 and June 30, 2022:
Total tractors^(1)^ 3,516 3,395
Average age of company tractors (in years) 1.7 1.6
Total trailers 5,786 5,521
Average age of company trailers (in years) 4.2 3.6
Ratio of trailers to tractors^(1)^ 1.6 1.6
Total refrigerated containers 791 784
Three Months Six Months
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Ended June 30, Ended June 30,
(In thousands) 2023 2022 2023 2022
Net cash provided by operating activities $ 48,969 $ 58,730 $ 98,201 $ 98,670
Net cash (used for) investing activities (60,359 ) (35,413 ) (88,639 ) (35,004 )
Net cash (used for) financing activities (4,370 ) (21,470 ) (9,634 ) (52,287 )
Weighted average shares outstanding:
Basic 81,263 81,689 81,236 82,310
Diluted 81,412 82,015 81,394 82,617
(1) Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 98 and 85 tractors as of June 30, 2023 and 2022, 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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