8-K

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 16, 2020

MARTEN TRANSPORT, LTD.

(Exact name of registrant as specified in its charter)

Delaware	0-15010	39-1140809
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

129 Marten Street 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:	Trading symbol:	Name of each exchange on which registered:
COMMON STOCK, PAR VALUE	MRTN	THE NASDAQ STOCK MARKET LLC
$.01 PER SHARE		(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 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition.

On July 16, 2020, the company issued a press release announcing financial results for the quarter ended June 30, 2020. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated July 16, 2020 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 8 - Other Events

Item 8.01 Other Events.

On July 16, 2020, the company also announced in its press release announcing its financial results that its Board of Directors declared a three-for-two stock split of the company’s common stock and a regular quarterly cash dividend of $0.04 per share of common stock.

The three-for-two stock split of the company’s common stock will be effected in the form of a stock dividend payable on August 13, 2020 to stockholders of record as of July 30, 2020. Holders of the company’s common stock will receive an additional one-half share for each outstanding share of common stock held as of the record date. The stock split will increase the number of outstanding shares of common stock from approximately 55.1 million to approximately 82.7 million shares.

The regular quarterly cash dividend of $0.04 per share of common stock will be payable on September 30, 2020 to stockholders of record at the close of business on September 16, 2020.

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 July 16, 2020 (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 16, 2020	By	/s/ James J. Hinnendael
		James J. Hinnendael
		Its: Executive Vice President and Chief Financial Officer

2

EX-99.1

Exhibit 99.1

Marten Transport Announces Second Quarter Results and Declares Three-for-Two Stock Split and Regular Quarterly Dividend With a 50% Increase in Cash Payout

Reports highest operating income for any quarter in Company history

MONDOVI, Wis., July 16, 2020 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported a 19.4% improvement in net income to $18.1 million, or 33 cents per diluted share, for the second quarter ended June 30, 2020, from $15.2 million, or 28 cents per diluted share, for the second quarter of 2019. For the first six months of 2020, net income improved 10.8% to $31.9 million, or 58 cents per diluted share, from $28.7 million, or 52 cents per diluted share, for the first six months of 2019.

Marten Transport also announced today that its Board of Directors has declared a three-for-two stock split of the company’s common stock and a regular quarterly cash dividend of $0.04 per share of common stock. The stock split, while maintaining the current quarterly cash dividend amount per share, effectively increases the cash payout to stockholders by 50%.

Operating Results Comparison
	Percentage			Percentage
	Increase			Increase
	Three Months			Six Months
	Ended			Ended
	June 30,			June 30,
	2020 vs. 2019			2020 vs. 2019
Operating revenue		0.1	%		4.8	%
Operating revenue, net of fuel surcharges		4.7	%		7.4	%
Operating income		26.6	%		14.9	%
Net income		19.4	%		10.8	%

Operating revenue improved to $212.4 million for the second quarter of 2020 from $212.1 million for the second quarter of 2019, and improved 4.8% to $431.0 million for the first six months of 2020 from $411.1 million for the first six months of 2019. Excluding fuel surcharges, operating revenue improved 4.7% to $194.0 million for the 2020 quarter from $185.4 million for the 2019 quarter, and improved 7.4% to $387.4 million for the first six months of 2020 from $360.8 million for the first six months of 2019. Fuel surcharge revenue decreased to $18.3 million for the 2020 quarter from $26.7 million for the 2019 quarter and decreased to $43.6 million for the first six months of 2020 from $50.3 million for the first six months of 2019 due to significantly lower fuel prices.

Operating income improved 26.6% to a record $25.3 million for the second quarter of 2020 from $19.9 million for the second quarter of 2019. This quarter’s operating income was the highest for any quarter in Marten’s history, and was also a record excluding a $3.0 million, or 4 cents per diluted share, benefit from reduced net fuel expense as a percentage of revenue from the second quarter of 2019 to 2020. Operating income improved 14.9% to $43.3 million for the first six months of 2020 from $37.7 million for the first six months of 2019.

Operating expenses as a percentage of operating revenue improved to 88.1% for the second quarter of 2020 from 90.6% for the second quarter of 2019. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 87.0% from 89.2%.

Operating expenses as a percentage of operating revenue improved to 90.0% for the first six months of 2020 from 90.8% for the first six months of 2019. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 88.8% from 89.6%.

Chairman and Chief Executive Officer Randolph L. Marten said, “To each of our over 4,100 talented, hard-working drivers, maintenance personnel and employees across all functions and regions, you should be extremely proud of the strong results that you consistently drive, and of the record operating income in the second quarter that you earned. I sure am. Within an environment of significantly fluctuating customer freight volumes, we improved our Truckload miles per tractor by 4.8% over the second quarter of 2019 through our adaptive, continual redeployment of our drivers to match the changing freight demand by lane while minimizing empty miles. We plan on pursuing profitable growth opportunities in the second half of this year. We embrace our responsibility to keep our valued employees safe and healthy as they each contribute to our transporting and distributing the food, beverages and other consumer goods essential to millions of people in North America.”

“I am also pleased to announce this stock split which reflects our continued strong financial condition. The increased number of outstanding shares should increase trading activity, or float, in our common stock while our stockholders benefit from the 50% increase in our quarterly dividend cash payout.”

The three-for-two stock split of the company’s common stock will be effected in the form of a stock dividend payable on August 13, 2020 to stockholders of record as of July 30, 2020. Holders of the company’s common stock will receive an additional one-half share for each outstanding share of common stock held as of the record date. The stock split will increase the number of outstanding shares of common stock from approximately 55.1 million to approximately 82.7 million shares.

The regular quarterly cash dividend of $0.04 per share of common stock will be payable on September 30, 2020 to stockholders of record at the close of business on September 16, 2020. This is Marten’s 41^st consecutive quarterly cash dividend. With the payment of this dividend, Marten will have paid a total of $93.6 million in cash dividends, including special dividends totaling $52.1 million in 2019 and 2012, since the dividend program was implemented in 2010. 

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, Canada and Mexico, 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 the Company’s prospects for future growth and current expectations concerning future payment of dividends. These statements 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, 2019 and in Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. 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, 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

	June 30,			December 31,
(In thousands, except share information)	2020			2019
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	75,323		$	31,461
Receivables:
Trade, net		83,854			90,712
Other		12,639			11,055
Prepaid expenses and other		22,906			20,938
Total current assets		194,722			154,166
Property and equipment:
Revenue equipment, buildings and land, office equipment and other		920,608			904,237
Accumulated depreciation		(276,412	)		(263,843	)
Net property and equipment		644,196			640,394
Other noncurrent assets		1,916			2,026
Total assets	$	840,834		$	796,586
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	26,176		$	22,917
Insurance and claims accruals		35,834			31,729
Accrued and other current liabilities		25,569			21,680
Total current liabilities		87,579			76,326
Deferred income taxes		123,285			122,022
Noncurrent operating lease liabilities		572			649
Total liabilities		211,436			198,997
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; 55,107,805 shares at June 30, 2020, and 54,703,466 shares at December 31, 2019, issued and outstanding		551			547
Additional paid-in capital		83,816			79,465
Retained earnings		545,031			517,577
Total stockholders’ equity		629,398			597,589
Total liabilities and stockholders’ equity	$	840,834		$	796,586

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)	2020			2019			2020			2019
Operating revenue	$	212,384		$	212,090		$	431,030		$	411,113
Operating expenses (income):
Salaries, wages and benefits		73,476			68,613			146,237			132,137
Purchased transportation		36,165			38,668			76,610			76,917
Fuel and fuel taxes		20,868			30,952			49,165			58,629
Supplies and maintenance		11,833			11,502			24,061			22,623
Depreciation		25,972			23,462			51,399			46,005
Operating taxes and licenses		2,615			2,438			5,254			4,771
Insurance and claims		11,633			9,862			23,917			19,737
Communications and utilities		1,977			1,950			3,962			3,900
Gain on disposition of revenue equipment		(2,216	)		(1,230	)		(3,771	)		(2,778	)
Other		4,805			5,929			10,908			11,495
Total operating expenses		187,128			192,146			387,742			373,436
Operating income		25,256			19,944			43,288			37,677
Other		(13	)		(395	)		(110	)		(673	)
Income before income taxes		25,269			20,339			43,398			38,350
Income taxes expense		7,135			5,149			11,546			9,614
Net income	$	18,134		$	15,190		$	31,852		$	28,736
Basic earnings per common share	$	0.33		$	0.28		$	0.58		$	0.53
Diluted earnings per common share	$	0.33		$	0.28		$	0.58		$	0.52
Dividends declared per common share	$	0.04		$	0.03		$	0.08		$	0.06

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)	2020			2019			2020 vs. 2019			2020 vs. 2019
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	85,966		$	83,215		$	2,751			3.3	%
Truckload fuel surcharge revenue		8,234			12,807			(4,573	)		(35.7	)
Total Truckload revenue		94,200			96,022			(1,822	)		(1.9	)
Dedicated revenue, net of fuel surcharge revenue		67,076			56,160			10,916			19.4
Dedicated fuel surcharge revenue		8,351			10,850			(2,499	)		(23.0	)
Total Dedicated revenue		75,427			67,010			8,417			12.6
Intermodal revenue, net of fuel surcharge revenue		18,542			17,527			1,015			5.8
Intermodal fuel surcharge revenue		1,759			3,076			(1,317	)		(42.8	)
Total Intermodal revenue		20,301			20,603			(302	)		(1.5	)
Brokerage revenue		22,456			28,455			(5,999	)		(21.1	)
Total operating revenue	$	212,384		$	212,090		$	294			0.1	%
Operating income:
Truckload	$	11,036		$	8,045		$	2,991			37.2	%
Dedicated		11,452			7,700			3,752			48.7
Intermodal		954			1,536			(582	)		(37.9	)
Brokerage		1,814			2,663			(849	)		(31.9	)
Total operating income	$	25,256		$	19,944		$	5,312			26.6	%
Operating ratio:
Truckload		88.3	%		91.6	%
Dedicated		84.8			88.5
Intermodal		95.3			92.5
Brokerage		91.9			90.6
Consolidated operating ratio		88.1	%		90.6	%

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)	2020			2019			2020 vs. 2019			2020 vs. 2019
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	169,823		$	163,382		$	6,441			3.9	%
Truckload fuel surcharge revenue		19,509			24,362			(4,853	)		(19.9	)
Total Truckload revenue		189,332			187,744			1,588			0.8
Dedicated revenue, net of fuel surcharge revenue		131,235			105,084			26,151			24.9
Dedicated fuel surcharge revenue		19,229			19,651			(422	)		(2.1	)
Total Dedicated revenue		150,464			124,735			25,729			20.6
Intermodal revenue, net of fuel surcharge revenue		39,136			37,282			1,854			5.0
Intermodal fuel surcharge revenue		4,845			6,292			(1,447	)		(23.0	)
Total Intermodal revenue		43,981			43,574			407			0.9
Brokerage revenue		47,253			55,060			(7,807	)		(14.2	)
Total operating revenue	$	431,030		$	411,113		$	19,917			4.8	%
Operating income:
Truckload	$	17,821		$	15,600		$	2,221			14.2	%
Dedicated		19,985			13,215			6,770			51.2
Intermodal		2,260			3,930			(1,670	)		(42.5	)
Brokerage		3,222			4,932			(1,710	)		(34.7	)
Total operating income	$	43,288		$	37,677		$	5,611			14.9	%
Operating ratio:
Truckload		90.6	%		91.7	%
Dedicated		86.7			89.4
Intermodal		94.9			91.0
Brokerage		93.2			91.0
Consolidated operating ratio		90.0	%		90.8	%

MARTEN TRANSPORT, LTD.
OPERATING STATISTICS
(Unaudited)

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2020			2019			2020			2019
Truckload Segment:
Revenue (in thousands)	$	94,200		$	96,022		$	189,332		$	187,744
Average revenue, net of fuel surcharges, per tractor per week(1)	$	3,829		$	3,876		$	3,821		$	3,867
Average tractors(1)		1,727			1,652			1,710			1,634
Average miles per trip		557			532			558			546
Non-revenue miles percentage(2)		10.9	%		11.1	%		11.0	%		11.2	%
Total miles (in thousands)		42,833			39,077			83,872			76,313
Dedicated Segment:
Revenue (in thousands)	$	75,427		$	67,010		$	150,464		$	124,735
Average revenue, net of fuel surcharges, per tractor per week(1)	$	3,314		$	3,460		$	3,309		$	3,424
Average tractors(1)		1,557			1,248			1,525			1,187
Average miles per trip		307			314			306			318
Non-revenue miles percentage(2)		0.8	%		0.7	%		0.8	%		0.7	%
Total miles (in thousands)		33,174			27,198			64,710			50,841
Intermodal Segment:
Revenue (in thousands)	$	20,301		$	20,603		$	43,981		$	43,574
Loads		8,693			8,430			18,430			17,681
Average tractors		98			81			99			84
Brokerage Segment:
Revenue (in thousands)	$	22,456		$	28,455		$	47,253		$	55,060
Loads		15,280			16,185			31,388			31,451
At June 30, 2020 and June 30, 2019:
Total tractors(1)		3,313			3,047
Average age of company tractors (in years)		1.8			1.9
Total trailers		5,364			5,437
Average age of company trailers (in years)		2.7			2.6
Ratio of trailers to tractors(1)		1.6			1.8

	Three Months						Six Months
	Ended June 30,						Ended June 30,
(In thousands)	2020			2019			2020			2019
Net cash provided by operating activities	$	60,587		$	37,473		$	104,067		$	75,101
Net cash (used for) investing activities		(22,558	)		(39,034	)		(59,190	)		(45,770	)
Net cash provided by (used for) financing activities		1,158			(1,173	)		(1,015	)		(3,302	)
Weighted average shares outstanding:
Basic		55,018			54,616			54,914			54,585
Diluted		55,422			55,081			55,345			55,055

(1)	Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 124 and 55 tractors as of June 30, 2020 and 2019, respectively.
(2)	Represents the percentage of miles for which the company is not compensated.

XML

Document And Entity Information	Jul. 16, 2020
Document Information [Line Items]
Entity, Registrant Name	MARTEN TRANSPORT, LTD.
Document, Type	8-K
Document, Period End Date	Jul. 16, 2020
Entity, Incorporation, State or Country Code	DE
Entity, File Number	0-15010
Entity, Tax Identification Number	39-1140809
Entity, Address, Address Line One	129 Marten Street
Entity, Address, City or Town	Mondovi
Entity, Address, State or Province	WI
Entity, Address, Postal Zip Code	54755
City Area Code	715
Local Phone Number	926-4216
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	COMMON STOCK
Trading Symbol	MRTN
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000799167