8-K
MARTEN TRANSPORT LTD (MRTN)
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 19, 2022
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 2 – Financial Information
Item 2.02. Results of Operations and Financial Condition.
On April 19, 2022, the company issued a press release announcing financial results for the quarter ended March 31, 2022. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated April 19, 2022 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 2022.
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 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 |
| --- | --- |
| 99.1 | Press Release dated April 19, 2022 (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). |
2
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 19, 2022 | By: | /s/ James J. Hinnendael |
| James J. Hinnendael | ||
| Its: Executive Vice President and | ||
| Chief Financial Officer |
3
ex_358945.htm
Exhibit 99.1
MARTEN TRANSPORT ANNOUNCES FIRST QUARTER RESULTS
Reports highest operating revenue and operating income for any quarter in Marten’s history – and the best operating ratio, net of fuel surcharges, for any quarter since Marten became a public company in 1986
MONDOVI, Wis., April 19, 2022 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported a 52.9% improvement in net income to $27.5 million, or 33 cents per diluted share, for the first quarter ended March 31, 2022, from $18.0 million, or 22 cents per diluted share, for the first quarter of 2021. The 2022 first-quarter earnings also improved 11.3% sequentially from 2021 fourth-quarter net income of $24.7 million, or 30 cents per diluted share.
| Operating Results Comparison | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Percentage | Percentage | Percentage | Percentage | |||||||||
| Increase | Increase | Increase | Increase | |||||||||
| Three Months | Year | Year | Year | |||||||||
| Ended | Ended | Ended | Ended | |||||||||
| March 31, | December 31, | December 31, | December 31, | |||||||||
| 2022 vs. 2021 | 2021 vs. 2020 | 2020 vs. 2019 | 2019 vs. 2018 | |||||||||
| Operating revenue | **** | 28.8 | % | 11.4 | % | 3.7 | % | 7.1 | % | |||
| Operating revenue, net of fuel surcharges | **** | 23.8 | % | 8.3 | % | 6.8 | % | 8.6 | % | |||
| Operating income | **** | 49.4 | % | 19.8 | % | 21.9 | % | 8.7 | % | |||
| Net income | **** | 52.9 | % | 22.9 | % | 13.8 | % | 11.0 | % |
Operating revenue for the first quarter of 2022 was the highest amount for any quarter in Marten’s 77-year history. Operating revenue improved 28.8% to $287.3 million for the first quarter of 2022 from $223.0 million for the first quarter of 2021 - and improved 7.6% from Marten’s previous best of $266.9 million for the 2021 fourth quarter. Excluding fuel surcharges, operating revenue improved 23.8% to $245.3 million for the 2022 quarter from $198.2 million for the 2021 quarter - and improved 5.3% from $232.9 million for the 2021 fourth quarter. Fuel surcharge revenue increased to $42.0 million for the 2022 quarter from $24.9 million for the 2021 quarter due to significantly higher fuel prices.
Operating income for the first quarter of 2022 was also the highest amount for any quarter in Marten’s history. Operating income improved 49.4% to $35.9 million for the first quarter of 2022 from $24.0 million for the first quarter of 2021 - and improved 16.9% from Marten’s previous best of $30.7 million for the 2021 fourth quarter.
Operating expenses as a percentage of operating revenue improved to 87.5% for the first quarter of 2022 from 89.2% for the first quarter of 2021. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 85.4% for the 2022 quarter, the best ratio for any quarter since Marten became a public company in 1986, from 87.9% for the 2021 quarter.
Executive Chairman Randolph L. Marten stated, “Our talented and determined people capitalized on the continuing tight freight market to hit the trifecta this quarter, producing our highest operating revenue and operating income for any quarter in our history, along with our best operating ratio, net of fuel surcharges, for any quarter since we became a public company in 1986.”
“We also provided momentum to the rest of this year to continue our consistent, strong profitable growth. We began this year’s second quarter with 128 more of the industry’s top drivers than we employed at the beginning of the year, despite the unrelenting national shortage of qualified drivers. We also added 95 refrigerated containers during the first quarter, increasing our fleet to 729 containers as of March 31^st^.”
“Additionally, reflecting our confidence in Marten’s financial strength and commitment to enhancing stockholder value, we repurchased and retired 1.3 million shares of our common stock for $25 million and increased our regular quarterly cash dividend by 50% during the first quarter of 2022.”
| Operating Results throughout the Pandemic –Percentage Increase Over Same Quarter of Prior Year | ||||||||
|---|---|---|---|---|---|---|---|---|
| Q1 2022 | Q4 2021 | Q3 2021 | Q2 2021 | Q1 2021 | Q4 2020 | Q3 2020 | Q2 2020 | |
| Operating revenue | 28.8% | 17.4% | 16.3% | 9.4% | 2.0% | 4.7% | 0.5% | 0.1% |
| Operating revenue, net of fuel surcharges | 23.8% | 12.5% | 12.8% | 5.0% | 2.5% | 8.8% | 3.8% | 4.7% |
| Operating income | 49.4% | 20.0% | 16.8% | 12.9% | 33.1% | 36.0% | 21.8% | 26.6% |
| Net income | 52.9% | 26.1% | 17.9% | 18.1% | 31.3% | 24.5% | 8.8% | 19.4% |
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 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, 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, 2021. 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, 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) | 2021 | ||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 66,527 | $ | 56,995 | ||
| Receivables: | |||||
| Trade, net | 126,815 | 99,003 | |||
| Other | 4,317 | 6,971 | |||
| Prepaid expenses and other | 22,375 | 23,980 | |||
| Total current assets | 220,034 | 186,949 | |||
| Property and equipment: | |||||
| Revenue equipment, buildings and land, office equipment and other | 955,760 | 956,476 | |||
| Accumulated depreciation | (291,941 | ) | (274,199 | ) | |
| Net property and equipment | 663,819 | 682,277 | |||
| Other noncurrent assets | 1,545 | 1,464 | |||
| Total assets | 885,398 | $ | 870,690 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 29,158 | $ | 20,150 | ||
| Insurance and claims accruals | 42,592 | 42,014 | |||
| Accrued and other current liabilities | 37,632 | 31,395 | |||
| Total current liabilities | 109,382 | 93,559 | |||
| Deferred income taxes | 126,918 | 125,163 | |||
| Noncurrent operating lease liabilities | 336 | 291 | |||
| Total liabilities | 236,636 | 219,013 | |||
| 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; 81,946,875 shares at March 31, 2022, and 83,034,404 shares at December 31, 2021, issued and outstanding | 819 | 830 | |||
| Additional paid-in capital | 60,256 | 85,718 | |||
| Retained earnings | 587,687 | 565,129 | |||
| Total stockholders’ equity | 648,762 | 651,677 | |||
| Total liabilities and stockholders’ equity | 885,398 | $ | 870,690 |
All values are in US Dollars.
MARTEN TRANSPORT, LTD.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months | ||||||
|---|---|---|---|---|---|---|
| Ended March 31, | ||||||
| (In thousands, except per share information) | 2022 | 2021 | ||||
| Operating revenue | $ | 287,281 | $ | 223,046 | ||
| Operating expenses (income): | ||||||
| Salaries, wages and benefits | 89,349 | 72,998 | ||||
| Purchased transportation | 57,310 | 40,765 | ||||
| Fuel and fuel taxes | 44,368 | 28,937 | ||||
| Supplies and maintenance | 12,313 | 11,015 | ||||
| Depreciation | 26,143 | 25,687 | ||||
| Operating taxes and licenses | 2,640 | 2,712 | ||||
| Insurance and claims | 12,704 | 11,446 | ||||
| Communications and utilities | 2,265 | 2,083 | ||||
| Gain on disposition of revenue equipment | (4,540 | ) | (1,984 | ) | ||
| Other | 8,871 | 5,389 | ||||
| Total operating expenses | 251,423 | 199,048 | ||||
| Operating income | 35,858 | 23,998 | ||||
| Other | (7 | ) | (10 | ) | ||
| Income before income taxes | 35,865 | 24,008 | ||||
| Income taxes expense | 8,332 | 6,002 | ||||
| Net income | $ | 27,533 | $ | 18,006 | ||
| Basic earnings per common share | $ | 0.33 | $ | 0.22 | ||
| Diluted earnings per common share | $ | 0.33 | $ | 0.22 | ||
| Dividends declared per common share | $ | 0.06 | $ | 0.04 |
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) | 2022 | 2021 | 2022 vs. 2021 | 2022 vs. 2021 | |||||||
| Operating revenue: | |||||||||||
| Truckload revenue, net of fuel surcharge revenue | $ | 95,170 | $ | 83,919 | $ | 11,251 | 13.4 | % | |||
| Truckload fuel surcharge revenue | 17,620 | 10,996 | 6,624 | 60.2 | |||||||
| Total Truckload revenue | 112,790 | 94,915 | 17,875 | 18.8 | |||||||
| Dedicated revenue, net of fuel surcharge revenue | 78,421 | 66,902 | 11,519 | 17.2 | |||||||
| Dedicated fuel surcharge revenue | 18,339 | 11,335 | 7,004 | 61.8 | |||||||
| Total Dedicated revenue | 96,760 | 78,237 | 18,523 | 23.7 | |||||||
| Intermodal revenue, net of fuel surcharge revenue | 25,605 | 19,446 | 6,159 | 31.7 | |||||||
| Intermodal fuel surcharge revenue | 6,037 | 2,558 | 3,479 | 136.0 | |||||||
| Total Intermodal revenue | 31,642 | 22,004 | 9,638 | 43.8 | |||||||
| Brokerage revenue | 46,089 | 27,890 | 18,199 | 65.3 | |||||||
| Total operating revenue | $ | 287,281 | $ | 223,046 | $ | 64,235 | 28.8 | % | |||
| Operating income: | |||||||||||
| Truckload | $ | 15,571 | $ | 11,415 | $ | 4,156 | 36.4 | % | |||
| Dedicated | 10,645 | 8,936 | 1,709 | 19.1 | |||||||
| Intermodal | 5,036 | 1,461 | 3,575 | 244.7 | |||||||
| Brokerage | 4,606 | 2,186 | 2,420 | 110.7 | |||||||
| Total operating income | $ | 35,858 | $ | 23,998 | $ | 11,860 | 49.4 | % | |||
| Operating ratio: | |||||||||||
| Truckload | 86.2 | % | 88.0 | % | |||||||
| Dedicated | 89.0 | 88.6 | |||||||||
| Intermodal | 84.1 | 93.4 | |||||||||
| Brokerage | 90.0 | 92.2 | |||||||||
| Consolidated operating ratio | 87.5 | % | 89.2 | % |
MARTEN TRANSPORT, LTD.
OPERATING STATISTICS
(Unaudited)
| Three Months | ||||||
|---|---|---|---|---|---|---|
| Ended March 31, | ||||||
| 2022 | 2021 | |||||
| Truckload Segment: | ||||||
| Revenue (in thousands) | $ | 112,790 | $ | 94,915 | ||
| Average revenue, net of fuel surcharges, per tractor per week^(1)^ | $ | 4,977 | $ | 4,057 | ||
| Average tractors^(1)^ | 1,487 | 1,609 | ||||
| Average miles per trip | 520 | 534 | ||||
| Non-revenue miles percentage^(2)^ | 10.4 | % | 10.3 | % | ||
| Total miles (in thousands) | 35,372 | 38,283 | ||||
| Dedicated Segment: | ||||||
| Revenue (in thousands) | $ | 96,760 | $ | 78,237 | ||
| Average revenue, net of fuel surcharges, per tractor per week^(1)^ | $ | 3,851 | $ | 3,214 | ||
| Average tractors^(1)^ | 1,584 | 1,619 | ||||
| Average miles per trip | 341 | 307 | ||||
| Non-revenue miles percentage^(2)^ | 1.2 | % | 0.8 | % | ||
| Total miles (in thousands) | 32,753 | 31,999 | ||||
| Intermodal Segment: | ||||||
| Revenue (in thousands) | $ | 31,642 | $ | 22,004 | ||
| Loads | 8,294 | 7,982 | ||||
| Average tractors | 162 | 134 | ||||
| Brokerage Segment: | ||||||
| Revenue (in thousands) | $ | 46,089 | $ | 27,890 | ||
| Loads | 19,684 | 14,575 | ||||
| At March 31, 2022 and March 31, 2021: | ||||||
| Total tractors^(1)^ | 3,274 | 3,361 | ||||
| Average age of company tractors (in years) | 1.6 | 1.6 | ||||
| Total trailers | 5,428 | 5,344 | ||||
| Average age of company trailers (in years) | 3.5 | 3.2 | ||||
| Ratio of trailers to tractors^(1)^ | 1.7 | 1.6 | ||||
| Total refrigerated containers | 729 | 487 | ||||
| Three Months | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Ended March 31, | ||||||
| (In thousands) | 2022 | 2021 | ||||
| Net cash provided by operating activities | $ | 39,940 | $ | 43,570 | ||
| Net cash provided by/(used for) investing activities | 409 | (17,417 | ) | |||
| Net cash (used for) financing activities | (30,817 | ) | (3,697 | ) | ||
| Weighted average shares outstanding: | ||||||
| Basic | 82,938 | 82,758 | ||||
| Diluted | 83,246 | 83,359 | ||||
| (1) | Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 87 and 133 tractors as of March 31, 2022 and 2021, respectively. | |||||
| --- | --- | |||||
| (2) | Represents the percentage of miles for which the company is not compensated. |
Image Exhibit
Exhibit 99.2
