8-K

MARTEN TRANSPORT LTD (MRTN)

8-K 2023-10-18 For: 2023-10-18
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):

October 18, 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: 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 October 18, 2023, the company issued a press release announcing financial results for the quarter ended September 30, 2023. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated October 18, 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
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99.1 Press Release dated October 18, 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: October 18, 2023 By /s/ James J. Hinnendael
James J. Hinnendael
Its: Executive Vice President and
Chief Financial Officer

2

ex_581843.htm

Exhibit 99.1

MARTEN TRANSPORT ANNOUNCES THIRD QUARTER RESULTS

MONDOVI, Wis., October 18, 2023 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported net income of $13.6 million, or 17 cents per diluted share, for the third quarter ended September 30, 2023, compared with $25.6 million, or 32 cents per diluted share, for the third quarter of 2022. For the nine-month period ended September 30, 2023, net income was $58.0 million, or 71 cents per diluted share, compared with $84.8 million, or $1.03 per diluted share, for the 2022 nine-month period.

Operating revenue was $279.5 million for the third quarter of 2023 compared with $324.4 million for the third quarter of 2022. Excluding fuel surcharges, operating revenue was $239.1 million for the 2023 quarter compared with $269.3 million for the 2022 quarter. Fuel surcharge revenue decreased to $40.5 million for the 2023 quarter from $55.1 million for the 2022 quarter.

Operating revenue was $863.2 million for the first nine months of 2023 compared with $941.3 million for the first nine months of 2022. Excluding fuel surcharges, operating revenue was $742.6 million for the 2023 period compared with $783.8 million for the 2022 period. Fuel surcharge revenue decreased to $120.6 million for the 2023 period from $157.5 million for the 2022 period.

Operating income was $17.2 million for the third quarter of 2023 compared with $33.8 million for the third quarter of 2022. For the first nine months of 2023, operating income was $74.5 million compared with $110.6 million for the first nine months of 2022.

Operating expenses as a percentage of operating revenue were 93.8% for the 2023 quarter and 89.6% for the 2022 quarter. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 92.8% for the 2023 quarter and 87.5% for the 2022 quarter.

Operating expenses as a percentage of operating revenue were 91.4% for the first nine months of 2023 and 88.3% for the first nine months of 2022. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 90.0% for the 2023 period and 85.9% for the 2022 period.

Executive Chairman Randolph L. Marten stated, “Our earnings this quarter were significantly pressured by the industry-wide weak demand, cumulative impact of reduced freight rates with the resulting freight network disruption, and inflationary operating costs within the current freight market recession. Additionally, the record heat and rising fuel prices each month of the third quarter led to an increase in our mile-adjusted net fuel expense of $3.9 million, or 4 cents per diluted share, from this year’s second quarter to third quarter.”

“We are focused on both minimizing the current freight market’s impact on our operations, and investing in and positioning our premium service solutions to capitalize on profitable organic growth opportunities as the market necessarily recovers - with fair compensation for our services. To that end, we have not agreed to any rate reductions since early August.”

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 68,067 $ 80,600
Receivables:
Trade, net 117,820 120,702
Other 11,695 7,218
Prepaid expenses and other 27,004 27,320
Total current assets 224,586 235,840
Property and equipment:
Revenue equipment, buildings and land, office equipment and other 1,129,415 1,074,832
Accumulated depreciation (358,414 ) (346,665 )
Net property and equipment 771,001 728,167
Other noncurrent assets 1,617 1,672
Total assets 997,204 $ 965,679
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable 42,042 $ 37,299
Insurance and claims accruals 46,282 45,747
Accrued and other current liabilities 33,320 41,264
Total current liabilities 121,644 124,310
Deferred income taxes 125,887 137,041
Noncurrent operating lease liabilities 316 409
Total liabilities 247,847 261,760
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; 81,308,968 shares at September 30, 2023, and 81,115,132 shares at December 31, 2022, issued and outstanding 813 811
Additional paid-in capital 49,280 47,188
Retained earnings 699,264 655,920
Total stockholders’ equity 749,357 703,919
Total liabilities and stockholders’ equity 997,204 $ 965,679

All values are in US Dollars.


MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Nine Months
Ended September 30, Ended September 30,
(In thousands, except per share information) 2023 2022 2023 2022
Operating revenue $ 279,538 $ 324,448 $ 863,233 $ 941,294
Operating expenses (income):
Salaries, wages and benefits 92,620 99,773 287,468 285,582
Purchased transportation 49,673 64,403 152,075 189,193
Fuel and fuel taxes 48,695 57,299 137,706 163,004
Supplies and maintenance 17,896 14,855 51,291 40,520
Depreciation 29,017 28,381 87,974 81,389
Operating taxes and licenses 2,821 2,748 8,345 8,051
Insurance and claims 13,254 11,949 40,805 38,096
Communications and utilities 2,584 2,135 7,625 6,639
Gain on disposition of revenue equipment (3,014 ) (1,070 ) (11,810 ) (10,422 )
Other 8,762 10,209 27,301 28,681
Total operating expenses 262,308 290,682 788,780 830,733
Operating income 17,230 33,766 74,453 110,561
Other (1,017 ) (264 ) (2,938 ) (307 )
Income before income taxes 18,247 34,030 77,391 110,868
Income taxes expense 4,649 8,384 19,417 26,028
Net income $ 13,598 $ 25,646 $ 57,974 $ 84,840
Basic earnings per common share $ 0.17 $ 0.32 $ 0.71 $ 1.04
Diluted earnings per common share $ 0.17 $ 0.32 $ 0.71 $ 1.03
Dividends declared per common share $ 0.06 $ 0.06 $ 0.18 $ 0.18

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) 2023 2022 2023 vs. 2022 2023 vs. 2022
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 96,516 $ 105,905 $ (9,389 ) (8.9 )%
Truckload fuel surcharge revenue 17,711 23,471 (5,760 ) (24.5 )
Total Truckload revenue 114,227 129,376 (15,149 ) (11.7 )
Dedicated revenue, net of fuel surcharge revenue 82,963 86,178 (3,215 ) (3.7 )
Dedicated fuel surcharge revenue 18,834 24,039 (5,205 ) (21.7 )
Total Dedicated revenue 101,797 110,217 (8,420 ) (7.6 )
Intermodal revenue, net of fuel surcharge revenue 18,122 24,303 (6,181 ) (25.4 )
Intermodal fuel surcharge revenue 3,925 7,600 (3,675 ) (48.4 )
Total Intermodal revenue 22,047 31,903 (9,856 ) (30.9 )
Brokerage revenue 41,467 52,952 (11,485 ) (21.7 )
Total operating revenue $ 279,538 $ 324,448 $ (44,910 ) (13.8 )%
Operating income/(loss):
Truckload $ 2,738 $ 14,319 $ (11,581 ) (80.9 )%
Dedicated 11,286 13,005 (1,719 ) (13.2 )
Intermodal (1,074 ) 778 (1,852 ) (238.0 )
Brokerage 4,280 5,664 (1,384 ) (24.4 )
Total operating income $ 17,230 $ 33,766 $ (16,536 ) (49.0 )%
Operating ratio:
Truckload 97.6 % 88.9 %
Dedicated 88.9 88.2
Intermodal 104.9 97.6
Brokerage 89.7 89.3
Consolidated operating ratio 93.8 % 89.6 %
Operating ratio, net of fuel surcharges:
Truckload 97.2 % 86.5 %
Dedicated 86.4 84.9
Intermodal 105.9 96.8
Brokerage 89.7 89.3
Consolidated operating ratio, net of fuel surcharges 92.8 % 87.5 %

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) 2023 2022 2023 vs. 2022 2023 vs. 2022
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 300,104 $ 302,883 $ (2,779 ) (0.9 )%
Truckload fuel surcharge revenue 51,887 66,255 (14,368 ) (21.7 )
Total Truckload revenue 351,991 369,138 (17,147 ) (4.6 )
Dedicated revenue, net of fuel surcharge revenue 257,231 248,988 8,243 3.3
Dedicated fuel surcharge revenue 56,000 68,344 (12,344 ) (18.1 )
Total Dedicated revenue 313,231 317,332 (4,101 ) (1.3 )
Intermodal revenue, net of fuel surcharge revenue 60,277 77,589 (17,312 ) (22.3 )
Intermodal fuel surcharge revenue 12,724 22,923 (10,199 ) (44.5 )
Total Intermodal revenue 73,001 100,512 (27,511 ) (27.4 )
Brokerage revenue 125,010 154,312 (29,302 ) (19.0 )
Total operating revenue $ 863,233 $ 941,294 $ (78,061 ) (8.3 )%
Operating income/(loss):
Truckload $ 22,348 $ 45,978 $ (23,630 ) (51.4 )%
Dedicated 39,143 37,689 1,454 3.9
Intermodal (452 ) 9,911 (10,363 ) (104.6 )
Brokerage 13,414 16,983 (3,569 ) (21.0 )
Total operating income $ 74,453 $ 110,561 $ (36,108 ) (32.7 )%
Operating ratio:
Truckload 93.7 % 87.5 %
Dedicated 87.5 88.1
Intermodal 100.6 90.1
Brokerage 89.3 89.0
Consolidated operating ratio 91.4 % 88.3 %
Operating ratio, net of fuel surcharges:
Truckload 92.6 % 84.8 %
Dedicated 84.8 84.9
Intermodal 100.7 87.2
Brokerage 89.3 89.0
Consolidated operating ratio, net of fuel surcharges 90.0 % 85.9 %

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

Three Months Nine Months
Ended September 30, Ended September 30,
2023 2022 2023 2022
Truckload Segment:
Revenue (in thousands) $ 114,227 $ 129,376 $ 351,991 $ 369,138
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 4,285 $ 4,889 $ 4,442 $ 4,980
Average tractors^(1)^ 1,714 1,648 1,732 1,560
Average miles per trip 529 508 515 512
Non-revenue miles percentage^(2)^ 12.1 % 11.3 % 12.4 % 10.8 %
Total miles (in thousands) 39,093 38,441 116,651 110,565
Dedicated Segment:
Revenue (in thousands) $ 101,797 $ 110,217 $ 313,231 $ 317,332
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 3,900 $ 4,006 $ 3,949 $ 3,977
Average tractors^(1)^ 1,619 1,637 1,670 1,605
Average miles per trip 339 337 335 340
Non-revenue miles percentage^(2)^ 1.3 % 1.2 % 1.2 % 1.1 %
Total miles (in thousands) 33,039 34,513 101,948 101,400
Intermodal Segment:
Revenue (in thousands) $ 22,047 $ 31,903 $ 73,001 $ 100,512
Loads 6,327 7,610 19,871 24,607
Average tractors 154 182 168 173
Brokerage Segment:
Revenue (in thousands) $ 41,467 $ 52,952 $ 125,010 $ 154,312
Loads 24,077 24,896 67,483 69,902
At September 30, 2023 and September 30, 2022:
Total tractors^(1)^ 3,454 3,575
Average age of company tractors (in years) 1.8 1.7
Total trailers 5,726 5,679
Average age of company trailers (in years) 4.4 3.8
Ratio of trailers to tractors^(1)^ 1.7 1.6
Total refrigerated containers 788 803
Three Months Nine Months
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Ended September 30, Ended September 30,
(In thousands) 2023 2022 2023 2022
Net cash provided by operating activities $ 28,132 $ 64,551 $ 126,333 $ 163,221
Net cash (used for) investing activities (35,831 ) (57,412 ) (124,470 ) (92,416 )
Net cash (used for) financing activities (4,762 ) (4,021 ) (14,396 ) (56,308 )
Weighted average shares outstanding:
Basic 81,306 81,061 81,260 81,889
Diluted 81,454 81,347 81,414 82,155
(1) Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 99 and 90 tractors as of September 30, 2023 and 2022, 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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