8-K

MARTEN TRANSPORT LTD (MRTN)

8-K 2022-07-18 For: 2022-07-18
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):

July 18, 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
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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 18, 2022, the company issued a press release announcing financial results for the quarter ended June 30, 2022. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated July 18, 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 9Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.
Not Applicable.
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(b) Pro Forma Financial Information.
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Not Applicable.
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(c) Shell Company Transactions.
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Not Applicable.
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(d) Exhibits.
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Exhibit No. Description
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99.1 Press Release dated July 18, 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).

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 18, 2022 By: /s/ James J. Hinnendael
James J. Hinnendael
Its: Executive Vice President and<br><br> <br>Chief Financial Officer

2

ex_394782.htm

Exhibit 99.1

MARTEN TRANSPORT ANNOUNCES SECOND QUARTER RESULTS

Reports highest operating revenue and operating income for any quarter in Martens historyand the best operating ratio, net of fuel surcharges, for any quarter since Marten became a public company in 1986

MONDOVI, Wis., July 18, 2022 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported a 47.8% improvement in net income to $31.7 million, or 39 cents per diluted share, for the second quarter ended June 30, 2022, from $21.4 million, or 26 cents per diluted share, for the second quarter of 2021. The 2022 second-quarter earnings also improved 15.0% sequentially from 2022 first-quarter net income of $27.5 million, or 33 cents per diluted share. For the first six months of 2022, net income improved 50.1% to $59.2 million, or 72 cents per diluted share, from $39.4 million, or 47 cents per diluted share, for the first six months of 2021. ****

Operating Results Comparison
Percentage Percentage Percentage Percentage Percentage
Increase Increase Increase Increase Increase
Three Months Three Months Year Year Year
Ended Ended Ended Ended Ended
June 30, March 31, December 31, December 31, December 31,
2022 vs. 2021 2022 vs. 2021 2021 vs. 2020 2020 vs. 2019 2019 vs. 2018
Operating revenue **** 41.8% **** 28.8% 11.4% 3.7% 7.1%
Operating revenue, net of fuel surcharges **** 32.1% **** 23.8% 8.3% 6.8% 8.6%
Operating income **** 43.5% **** 49.4% 19.8% 21.9% 8.7%
Net income **** 47.8% **** 52.9% 22.9% 13.8% 11.0%

Operating revenue for the second quarter of 2022 was the highest amount for any quarter in Marten’s 77-year history. Operating revenue improved 41.8% to $329.6 million for the second quarter of 2022 from $232.4 million for the second quarter of 2021 - and improved 14.7% from $287.3 million for the 2022 first quarter. Excluding fuel surcharges, operating revenue improved 32.1% to $269.1 million for the 2022 quarter from $203.7 million for the 2021 quarter - and improved 9.7% from $245.3 million for the 2022 first quarter. Fuel surcharge revenue increased to $60.4 million for the 2022 quarter from $28.8 million for the 2021 quarter due to significantly higher fuel prices.

Operating revenue improved 35.4% to $616.8 million for the first six months of 2022 from $455.5 million for the first six months of 2021. Excluding fuel surcharges, operating revenue improved 28.0% to $514.4 million for the first six months of 2022 from $401.8 million for the first six months of 2021. Fuel surcharge revenue increased to $102.4 million for the first six months of 2022 from $53.7 million for the first six months of 2021.

Operating income for the second quarter of 2022 was also the highest amount for any quarter in Marten’s history. Operating income improved 43.5% to $40.9 million for the second quarter of 2022 from $28.5 million for the second quarter of 2021 - and improved 14.2% from $35.9 million for the 2022 first quarter, which was up 16.9% from $30.7 million for the 2021 fourth quarter.

Operating income improved 46.2% to $76.8 million for the first six months of 2022 from $52.5 million for the first six months of 2021.

Operating expenses as a percentage of operating revenue improved to 87.6% for the second quarter of 2022 from 87.7% for the second quarter of 2021. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 84.8% for the 2022 quarter, the best ratio for any quarter since Marten became a public company in 1986, from 86.0% for the 2021 quarter.

Operating expenses as a percentage of operating revenue improved to 87.6% for the first six months of 2022 from 88.5% for the first six months of 2021. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 85.1% from 86.9%.

Executive Chairman Randolph L. Marten stated, “Consistent. Strong. Profitable. Organic Growth. Marten’s bright, driven people just earned 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 – achieving all three marks for the third time in our last five quarters.”


“The unrelenting national shortage of qualified drivers is a long-term double-edged sword for our industry, simultaneously tightening the freight market while limiting fleet size. Our ability to capitalize on the high level of demand we continue to see and apply our culture of continuous operating enhancements within our unique business model has largely contributed to our performance improvements. Our approach to overcoming the driver shortage is a heightened emphasis on structurally improving our drivers’ jobs and work-life balance by collaborating with our customers, while also increasing our driver compensation. The results - we continue to build on our success in expanding the capacity we provide as we began this year’s third quarter with 123 more of the industry’s top drivers than we employed at the beginning of the second quarter. We have now increased our number of drivers by 422, or 15.4%, since June 30, 2021.”

“Also, reflecting our confidence in Marten’s financial strength and commitment to enhancing stockholder value, we repurchased and retired 963,000 shares of our common stock for $16.8 million in the second quarter of 2022, in addition to the 1.3 million shares of our common stock for $25.0 million repurchased in the first quarter.”

Operating Results Since the Pandemic BeganPercentage Increase Over Same Quarter of Prior Year
Q2 2022 Q1 2022 Q4 2021 Q3 2021 Q2 2021 Q1 2021 Q4 2020 Q3 2020 Q2 2020
Operating revenue **** 41.8% **** 28.8% 17.4% 16.3% 9.4% 2.0% 4.7% 0.5% 0.1%
Operating revenue, net of fuel surcharges **** 32.1% **** 23.8% 12.5% 12.8% 5.0% 2.5% 8.8% 3.8% 4.7%
Operating income **** 43.5% **** 49.4% 20.0% 16.8% 12.9% 33.1% 36.0% 21.8% 26.6%
Net income **** 47.8% **** 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 68,374 $ 56,995
Receivables:
Trade, net 138,391 99,003
Other 3,681 6,971
Prepaid expenses and other 27,437 23,980
Total current assets 237,883 186,949
Property and equipment:
Revenue equipment, buildings and land, office equipment and other 992,400 956,476
Accumulated depreciation (310,645 ) (274,199 )
Net property and equipment 681,755 682,277
Other noncurrent assets 1,483 1,464
Total assets 921,121 $ 870,690
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable 48,463 $ 20,150
Insurance and claims accruals 45,689 42,014
Accrued and other current liabilities 36,565 31,395
Total current liabilities 130,717 93,559
Deferred income taxes 129,972 125,163
Noncurrent operating lease liabilities 275 291
Total liabilities 260,964 219,013
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; 81,014,564 shares at June 30, 2022, and 83,034,404 shares at December 31, 2021, issued and outstanding 810 830
Additional paid-in capital 44,867 85,718
Retained earnings 614,480 565,129
Total stockholders’ equity 660,157 651,677
Total liabilities and stockholders’ equity 921,121 $ 870,690

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) 2022 2021 2022 2021
Operating revenue $ 329,565 $ 232,442 $ 616,846 $ 455,488
Operating expenses (income):
Salaries, wages and benefits 96,460 75,296 185,809 148,294
Purchased transportation 67,480 45,003 124,790 85,768
Fuel and fuel taxes 61,337 32,007 105,705 60,944
Supplies and maintenance 13,352 11,167 25,665 22,182
Depreciation 26,865 25,540 53,008 51,227
Operating taxes and licenses 2,663 2,718 5,303 5,430
Insurance and claims 13,443 9,391 26,147 20,837
Communications and utilities 2,239 2,056 4,504 4,139
Gain on disposition of revenue equipment (4,812 ) (5,339 ) (9,352 ) (7,323 )
Other 9,601 6,085 18,472 11,474
Total operating expenses 288,628 203,924 540,051 402,972
Operating income 40,937 28,518 76,795 52,516
Other (36 ) (9 ) (43 ) (19 )
Income before income taxes 40,973 28,527 76,838 52,535
Income taxes expense 9,312 7,109 17,644 13,111
Net income $ 31,661 $ 21,418 $ 59,194 $ 39,424
Basic earnings per common share $ 0.39 $ 0.26 $ 0.72 $ 0.48
Diluted earnings per common share $ 0.39 $ 0.26 $ 0.72 $ 0.47
Dividends declared per common share $ 0.06 $ 0.04 $ 0.12 $ 0.08

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) 2022 2021 2022 vs. 2021 2022 vs. 2021
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 101,808 $ 83,633 $ 18,175 21.7 %
Truckload fuel surcharge revenue 25,164 12,308 12,856 104.5
Total Truckload revenue 126,972 95,941 31,031 32.3
Dedicated revenue, net of fuel surcharge revenue 84,389 67,227 17,162 25.5
Dedicated fuel surcharge revenue 25,966 12,894 13,072 101.4
Total Dedicated revenue 110,355 80,121 30,234 37.7
Intermodal revenue, net of fuel surcharge revenue 27,681 22,031 5,650 25.6
Intermodal fuel surcharge revenue 9,286 3,561 5,725 160.8
Total Intermodal revenue 36,967 25,592 11,375 44.4
Brokerage revenue 55,271 30,788 24,483 79.5
Total operating revenue $ 329,565 $ 232,442 $ 97,123 41.8 %
Operating income:
Truckload $ 16,088 $ 13,197 $ 2,891 21.9 %
Dedicated 14,039 10,617 3,422 32.2
Intermodal 4,097 1,850 2,247 121.5
Brokerage 6,713 2,854 3,859 135.2
Total operating income $ 40,937 $ 28,518 $ 12,419 43.5 %
Operating ratio:
Truckload 87.3 % 86.2 %
Dedicated 87.3 86.7
Intermodal 88.9 92.8
Brokerage 87.9 90.7
Consolidated operating ratio 87.6 % 87.7 %
Operating ratio, net of fuel surcharges:
Truckload 84.2 % 84.2 %
Dedicated 83.4 84.2
Intermodal 85.2 91.6
Brokerage 87.9 90.7
Consolidated operating ratio, net of fuel surcharges 84.8 % 86.0 %

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) 2022 2021 2022 vs. 2021 2022 vs. 2021
Operating revenue:
Truckload revenue, net of fuel surcharge revenue $ 196,978 $ 167,552 $ 29,426 17.6 %
Truckload fuel surcharge revenue 42,784 23,304 19,480 83.6
Total Truckload revenue 239,762 190,856 48,906 25.6
Dedicated revenue, net of fuel surcharge revenue 162,810 134,129 28,681 21.4
Dedicated fuel surcharge revenue 44,305 24,229 20,076 82.9
Total Dedicated revenue 207,115 158,358 48,757 30.8
Intermodal revenue, net of fuel surcharge revenue 53,286 41,477 11,809 28.5
Intermodal fuel surcharge revenue 15,323 6,119 9,204 150.4
Total Intermodal revenue 68,609 47,596 21,013 44.1
Brokerage revenue 101,360 58,678 42,682 72.7
Total operating revenue $ 616,846 $ 455,488 $ 161,358 35.4 %
Operating income:
Truckload $ 31,659 $ 24,612 $ 7,047 28.6 %
Dedicated 24,684 19,553 5,131 26.2
Intermodal 9,133 3,311 5,822 175.8
Brokerage 11,319 5,040 6,279 124.6
Total operating income $ 76,795 $ 52,516 $ 24,279 46.2 %
Operating ratio:
Truckload 86.8 % 87.1 %
Dedicated 88.1 87.7
Intermodal 86.7 93.0
Brokerage 88.8 91.4
Consolidated operating ratio 87.6 % 88.5 %
Operating ratio, net of fuel surcharges:
Truckload 83.9 % 85.3 %
Dedicated 84.8 85.4
Intermodal 82.9 92.0
Brokerage 88.8 91.4
Consolidated operating ratio, net of fuel surcharges 85.1 % 86.9 %

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

Three Months Six Months
Ended June 30, Ended June 30,
2022 2021 2022 2021
Truckload Segment:
Revenue (in thousands) $ 126,972 $ 95,941 $ 239,762 $ 190,856
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 5,080 $ 4,146 $ 5,030 $ 4,101
Average tractors^(1)^ 1,542 1,552 1,515 1,580
Average miles per trip 509 513 514 524
Non-revenue miles percentage^(2)^ 10.7 % 9.6 % 10.6 % 9.9 %
Total miles (in thousands) 36,752 37,285 72,124 75,568
Dedicated Segment:
Revenue (in thousands) $ 110,355 $ 80,121 $ 207,115 $ 158,358
Average revenue, net of fuel surcharges, per tractor per week^(1)^ $ 4,072 $ 3,268 $ 3,962 $ 3,241
Average tractors^(1)^ 1,594 1,582 1,589 1,601
Average miles per trip 341 323 341 315
Non-revenue miles percentage^(2)^ 1.0 % 1.1 % 1.1 % 0.9 %
Total miles (in thousands) 34,134 32,255 66,887 64,254
Intermodal Segment:
Revenue (in thousands) $ 36,967 $ 25,592 $ 68,609 $ 47,596
Loads 8,703 8,646 16,997 16,628
Average tractors 175 148 169 141
Brokerage Segment:
Revenue (in thousands) $ 55,271 $ 30,788 $ 101,360 $ 58,678
Loads 25,322 14,341 45,006 28,916
At June 30, 2022 and June 30, 2021:
Total tractors^(1)^ 3,395 3,162
Average age of company tractors (in years) 1.6 1.5
Total trailers 5,521 5,299
Average age of company trailers (in years) 3.6 3.2
Ratio of trailers to tractors^(1)^ 1.6 1.7
Total refrigerated containers 784 554
Three Months Six Months
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Ended June 30, Ended June 30,
(In thousands) 2022 2021 2022 2021
Net cash provided by operating activities $ 58,730 $ 39,795 $ 98,670 $ 83,365
Net cash (used for) investing activities (35,413 ) (44,021 ) (35,004 ) (61,438 )
Net cash (used for) financing activities (21,470 ) (3,685 ) (52,287 ) (7,382 )
Weighted average shares outstanding:
Basic 81,689 82,840 82,310 82,799
Diluted 82,015 83,397 82,617 83,384
(1) Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 85 and 118 tractors as of June 30, 2022 and 2021, 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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