8-K

MARTEN TRANSPORT LTD (MRTN)

8-K 2024-01-25 For: 2024-01-25
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 25, 2024

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: 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 January 25, 2024, the company issued a press release announcing financial results for the quarter and year ended December 31, 2023. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated January 25, 2024 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 2024.

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 January 25, 2024 (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 25, 2024 By /s/ James J. Hinnendael
James J. Hinnendael
Its: Executive Vice President and
Chief Financial Officer

2

ex_617945.htm

Exhibit 99.1

MARTEN TRANSPORT ANNOUNCES FOURTH QUARTER AND YEAR END RESULTS

MONDOVI, Wis., January 25, 2024 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported net income of $12.4 million, or 15 cents per diluted share, for the fourth quarter ended December 31, 2023, compared with $25.5 million, or 31 cents per diluted share, for the fourth quarter of 2022. For the year ended December 31, 2023, net income was $70.4 million, or 86 cents per diluted share, compared with $110.4 million, or $1.35 per diluted share, for 2022.

Operating revenue was $268.2 million for the fourth quarter of 2023 compared with $322.6 million for the fourth quarter of 2022. Excluding fuel surcharges, operating revenue was $229.4 million for the 2023 quarter compared with $269.7 million for the 2022 quarter. Fuel surcharge revenue decreased to $38.8 million for the 2023 quarter from $52.9 million for the 2022 quarter.

Operating revenue was $1.131 billion for 2023 compared with $1.264 billion for 2022. Excluding fuel surcharges, operating revenue was $972.0 million for 2023 compared with $1.053 billion for 2022. Fuel surcharge revenue decreased to $159.4 million for 2023 from $210.4 million for 2022.

Operating income was $15.7 million for the fourth quarter of 2023 compared with $32.8 million for the fourth quarter of 2022. Operating income was $90.1 million for 2023 compared with $143.3 million for 2022.

Operating expenses as a percentage of operating revenue were 94.2% for the 2023 quarter and 89.8% for the 2022 quarter. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 93.2% for the 2023 quarter and 87.8% for the 2022 quarter.

Operating expenses as a percentage of operating revenue were 92.0% for 2023 and 88.7% for 2022. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 90.7% for 2023 and 86.4% for 2022.

Executive Chairman Randolph L. Marten stated, “This quarter’s earnings were heavily pressured by the freight market recession’s weak demand and oversupply, inflationary operating costs, and cumulative impact of decreased freight rates leading to freight network disruptions. Additionally, our higher insurance and claims and health insurance expense and less revenue equipment gains reduced our operating income by $4.8 million, or 4.4 cents per diluted share, from this year’s third quarter.”

“We remain focused on both minimizing the freight market’s impact on our operations, and investing in and positioning our operations to capitalize on profitable organic growth opportunities as the market moves toward equilibrium from its current recessionary late stages - with fair compensation for our premium services. Accordingly, we have not agreed to any rate reductions since last 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 53,213 $ 80,600
Receivables:
Trade, net 105,501 120,702
Other 10,356 7,218
Prepaid expenses and other 27,512 27,320
Total current assets 196,582 235,840
Property and equipment:
Revenue equipment, buildings and land, office equipment and other 1,162,336 1,074,832
Accumulated depreciation (370,103 ) (346,665 )
Net property and equipment 792,233 728,167
Other noncurrent assets 1,524 1,672
Total assets 990,339 $ 965,679
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable 36,516 $ 37,299
Insurance and claims accruals 47,017 45,747
Accrued and other current liabilities 26,709 41,264
Total current liabilities 110,242 124,310
Deferred income taxes 122,462 137,041
Noncurrent operating lease liabilities 249 409
Total liabilities 232,953 261,760
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; 81,312,168 shares at December 31, 2023, and 81,115,132 shares at December 31, 2022, issued and outstanding 813 811
Additional paid-in capital 49,789 47,188
Retained earnings 706,784 655,920
Total stockholders’ equity 757,386 703,919
Total liabilities and stockholders’ equity 990,339 $ 965,679

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) 2023 2022 2023 2022
Operating revenue $ 268,222 $ 322,584 $ 1,131,455 $ 1,263,878
Operating expenses (income):
Salaries, wages and benefits 91,350 104,722 378,818 390,304
Purchased transportation 47,259 60,599 199,334 249,792
Fuel and fuel taxes 42,731 55,567 180,437 218,571
Supplies and maintenance 16,120 15,180 67,411 55,700
Depreciation 28,748 29,625 116,722 111,014
Operating taxes and licenses 2,708 2,712 11,053 10,763
Insurance and claims 15,209 12,417 56,014 50,513
Communications and utilities 2,524 2,538 10,149 9,177
Gain on disposition of revenue equipment (1,802 ) (2,957 ) (13,612 ) (13,379 )
Other 7,718 9,398 35,019 38,079
Total operating expenses 252,565 289,801 1,041,345 1,120,534
Operating income 15,657 32,783 90,110 143,344
Other (868 ) (520 ) (3,806 ) (827 )
Income before income taxes 16,525 33,303 93,916 144,171
Income taxes expense 4,126 7,789 23,543 33,817
Net income $ 12,399 $ 25,514 $ 70,373 $ 110,354
Basic earnings per common share $ 0.15 $ 0.31 $ 0.87 $ 1.35
Diluted earnings per common share $ 0.15 $ 0.31 $ 0.86 $ 1.35
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) 2023 2022 2023 vs. 2022 2023 vs. 2022
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 95,461 $ 108,565 $ (13,104 ) (12.1 )%
Truckload fuel surcharge revenue 18,023 22,759 (4,736 ) (20.8 )
Total Truckload revenue 113,484 131,324 (17,840 ) (13.6 )
Dedicated revenue, net of fuel surcharge revenue 77,731 87,985 (10,254 ) (11.7 )
Dedicated fuel surcharge revenue 17,310 23,775 (6,465 ) (27.2 )
Total Dedicated revenue 95,041 111,760 (16,719 ) (15.0 )
Intermodal revenue, net of fuel surcharge revenue 15,610 22,863 (7,253 ) (31.7 )
Intermodal fuel surcharge revenue 3,467 6,390 (2,923 ) (45.7 )
Total Intermodal revenue 19,077 29,253 (10,176 ) (34.8 )
Brokerage revenue 40,620 50,247 (9,627 ) (19.2 )
Total operating revenue $ 268,222 $ 322,584 $ (54,362 ) (16.9 )%
Operating income:
Truckload $ 2,487 $ 13,414 $ (10,927 ) (81.5 )%
Dedicated 9,234 12,877 (3,643 ) (28.3 )
Intermodal 296 728 (432 ) (59.3 )
Brokerage 3,640 5,764 (2,124 ) (36.8 )
Total operating income $ 15,657 $ 32,783 $ (17,126 ) (52.2 )%
Operating ratio:
Truckload 97.8 % 89.8 %
Dedicated 90.3 88.5
Intermodal 98.4 97.5
Brokerage 91.0 88.5
Consolidated operating ratio 94.2 % 89.8 %
Operating ratio, net of fuel surcharges:
Truckload 97.4 % 87.6 %
Dedicated 88.1 85.4
Intermodal 98.1 96.8
Brokerage 91.0 88.5
Consolidated operating ratio, net of fuel surcharges 93.2 % 87.8 %

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) 2023 2022 2023 vs. 2022 2023 vs. 2022
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 395,565 $ 411,448 $ (15,883 ) (3.9 )%
Truckload fuel surcharge revenue 69,910 89,014 (19,104 ) (21.5 )
Total Truckload revenue 465,475 500,462 (34,987 ) (7.0 )
Dedicated revenue, net of fuel surcharge revenue 334,962 336,973 (2,011 ) (0.6 )
Dedicated fuel surcharge revenue 73,310 92,119 (18,809 ) (20.4 )
Total Dedicated revenue 408,272 429,092 (20,820 ) (4.9 )
Intermodal revenue, net of fuel surcharge revenue 75,887 100,452 (24,565 ) (24.5 )
Intermodal fuel surcharge revenue 16,191 29,313 (13,122 ) (44.8 )
Total Intermodal revenue 92,078 129,765 (37,687 ) (29.0 )
Brokerage revenue 165,630 204,559 (38,929 ) (19.0 )
Total operating revenue $ 1,131,455 $ 1,263,878 $ (132,423 ) (10.5 )%
Operating income/(loss):
Truckload $ 24,835 $ 59,392 $ (34,557 ) (58.2 )%
Dedicated 48,377 50,566 (2,189 ) (4.3 )
Intermodal (156 ) 10,639 (10,795 ) (101.5 )
Brokerage 17,054 22,747 (5,693 ) (25.0 )
Total operating income $ 90,110 $ 143,344 $ (53,234 ) (37.1 )%
Operating ratio:
Truckload 94.7 % 88.1 %
Dedicated 88.2 88.2
Intermodal 100.2 91.8
Brokerage 89.7 88.9
Consolidated operating ratio 92.0 % 88.7 %
Operating ratio, net of fuel surcharges:
Truckload 93.7 % 85.6 %
Dedicated 85.6 85.0
Intermodal 100.2 89.4
Brokerage 89.7 88.9
Consolidated operating ratio, net of fuel surcharges 90.7 % 86.4 %

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

Three Months Year
Ended December 31, Ended December 31,
2023 2022 2023 2022
Truckload Segment:
Revenue (in thousands) $ 113,484 $ 131,324 $ 465,475 $ 500,462
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 4,183 $ 4,683 $ 4,377 $ 4,898
Average tractors^(1)^ 1,737 1,763 1,733 1,611
Average miles per trip 533 504 519 510
Non-revenue miles percentage^(2)^ 12.4 % 11.9 % 12.4 % 11.1 %
Total miles (in thousands) 39,278 39,303 155,929 149,868
Dedicated Segment:
Revenue (in thousands) $ 95,041 $ 111,760 $ 408,272 $ 429,092
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 3,895 $ 3,925 $ 3,936 $ 3,963
Average tractors^(1)^ 1,518 1,706 1,632 1,631
Average miles per trip 335 345 335 341
Non-revenue miles percentage^(2)^ 1.2 % 1.1 % 1.2 % 1.1 %
Total miles (in thousands) 31,215 34,910 133,163 136,310
Intermodal Segment:
Revenue (in thousands) $ 19,077 $ 29,253 $ 92,078 $ 129,765
Loads 5,289 7,255 25,160 31,862
Average tractors 133 181 159 175
Brokerage Segment:
Revenue (in thousands) $ 40,620 $ 50,247 $ 165,630 $ 204,559
Loads 23,594 25,713 91,077 95,615
At December 31, 2023 and December 31, 2022:
Total tractors^(1)^ 3,349 3,660
Average age of company tractors (in years) 1.9 1.7
Total trailers 5,653 5,753
Average age of company trailers (in years) 4.6 3.9
Ratio of trailers to tractors^(1)^ 1.7 1.6
Total refrigerated containers 787 802
Three Months Year
--- --- --- --- --- --- --- --- --- --- --- --- ---
Ended December 31, Ended December 31,
(In thousands) 2023 2022 2023 2022
Net cash provided by operating activities $ 38,045 $ 56,268 $ 164,378 $ 219,489
Net cash (used for) investing activities (48,070 ) (42,542 ) (172,540 ) (134,958 )
Net cash (used for) financing activities (4,829 ) (4,618 ) (19,225 ) (60,926 )
Weighted average shares outstanding:
Basic 81,309 81,105 81,272 81,692
Diluted 81,418 81,391 81,413 81,959
(1) Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 94 and 96 tractors as of December 31, 2023 and 2022, respectively.
--- ---
(2) Represents the percentage of miles for which the company is not compensated.

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Exhibit 99.2

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