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 15, 2021

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 15, 2021, the company issued a press release announcing financial results for the quarter ended June 30, 2021. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated July 15, 2021 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 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 15, 2021 (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 15, 2021	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

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., July 15, 2021 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported the 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. For the second quarter ended June 30, 2021, net income improved 18.1% to $21.4 million, or 26 cents per diluted share, from $18.1 million, or 22 cents per diluted share, for the second quarter of 2020. For the first six months of 2021, net income improved 23.8% to $39.4 million, or 47 cents per diluted share, from $31.9 million, or 38 cents per diluted share, for the first six months of 2020.

Operating Results Comparison
	Percentage			Percentage			Percentage			Percentage
	Increase			Increase			Increase			Increase
	Three Months			Six Months			Year			Year
	Ended			Ended			Ended			Ended
	June 30,			June 30,			December 31,			December 31,
	2021 vs. 2020			2021 vs. 2020			2020 vs. 2019			2019 vs. 2018
Operating revenue		9.4	%		5.7	%		3.7	%		7.1	%
Operating revenue, net of fuel surcharges		5.0	%		3.7	%		6.8	%		8.6	%
Operating income		12.9	%		21.3	%		21.9	%		8.7	%
Net income		18.1	%		23.8	%		13.8	%		11.0	%

Operating revenue improved 9.4% to a record $232.4 million for the second quarter of 2021 from $212.4 million for the second quarter of 2020, and improved 5.7% to $455.5 million for the first six months of 2021 from $431.0 million for the first six months of 2020. Excluding fuel surcharges, operating revenue improved 5.0% to $203.7 million for the 2021 quarter from $194.0 million for the 2020 quarter, and improved 3.7% to $401.8 million for the first six months of 2021 from $387.4 million for the first six months of 2020. Fuel surcharge revenue increased to $28.8 million for the 2021 quarter from $18.3 million for the 2020 quarter, and increased to $53.7 million for the first six months of 2021 from $43.6 million for the first six months of 2020 due to significantly higher fuel prices.

Operating income improved 12.9% to a record $28.5 million for the second quarter of 2021 from $25.3 million for the second quarter of 2020. This year’s second quarter operating income was $3.0 million more than Marten’s previous record. Operating income improved 21.3% to $52.5 million for the first six months of 2021 from $43.3 million for the first six months of 2020.

Operating expenses as a percentage of operating revenue improved to 87.7% for the second quarter of 2021 from 88.1% for the second quarter of 2020. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 86.0%, the best ratio for any quarter since Marten became a public company in 1986, from 87.0%.

Operating expenses as a percentage of operating revenue improved to 88.5% for the first six months of 2021 from 90.0% for the first six months of 2020. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 86.9% from 88.8%.

Executive Chairman Randolph L. Marten said, “Our talented and disciplined people capitalized on the continuing tight freight market to drive our highest operating revenue and operating income for any quarter in our history, and our best operating ratio, net of fuel surcharges, for any quarter since we became a public company in 1986. Our 21.3% operating income improvement in this year’s first six months continues the consistent strong operating income growth we produced in 2020 of 21.9% and in 2019 of 8.7%, across periods that included some challenging operating environments.”

“We have been increasing and will continue to increase the compensation from our customers for our premium services within the constrained freight market largely caused by the unrelenting national shortage of qualified drivers. We are also heightening our emphasis on structurally improving our drivers’ jobs and work-life balance by collaborating with our customers.”

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 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, 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, Chief Executive Officer and 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)	2021			2020
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	80,672		$	66,127
Receivables:
Trade, net		92,920			83,426
Other		4,904			4,202
Prepaid expenses and other		23,444			21,903
Total current assets		201,940			175,658
Property and equipment:
Revenue equipment, buildings and land, office equipment and other		947,071			930,123
Accumulated depreciation		(266,342	)		(275,950	)
Net property and equipment		680,729			654,173
Other noncurrent assets		1,694			1,805
Total assets	$	884,363		$	831,636
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	39,279		$	25,702
Insurance and claims accruals		41,438			39,595
Accrued and other current liabilities		26,272			24,497
Total current liabilities		106,989			89,794
Deferred income taxes		123,312			121,098
Noncurrent operating lease liabilities		421			411
Total liabilities		230,722			211,303
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; 82,880,930 shares at June 30, 2021, and 82,705,005 shares at December 31, 2020, issued and outstanding		829			827
Additional paid-in capital		85,578			85,070
Retained earnings		567,234			534,436
Total stockholders’ equity		653,641			620,333
Total liabilities and stockholders’ equity	$	884,363		$	831,636

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)	2021			2020			2021			2020
Operating revenue	$	232,442		$	212,384		$	455,488		$	431,030
Operating expenses (income):
Salaries, wages and benefits		75,296			73,476			148,294			146,237
Purchased transportation		45,003			36,165			85,768			76,610
Fuel and fuel taxes		32,007			20,868			60,944			49,165
Supplies and maintenance		11,167			11,833			22,182			24,061
Depreciation		25,540			25,972			51,227			51,399
Operating taxes and licenses		2,718			2,615			5,430			5,254
Insurance and claims		9,391			11,633			20,837			23,917
Communications and utilities		2,056			1,977			4,139			3,962
Gain on disposition of revenue equipment		(5,339	)		(2,216	)		(7,323	)		(3,771	)
Other		6,085			4,805			11,474			10,908
Total operating expenses		203,924			187,128			402,972			387,742
Operating income		28,518			25,256			52,516			43,288
Other		(9	)		(13	)		(19	)		(110	)
Income before income taxes		28,527			25,269			52,535			43,398
Income taxes expense		7,109			7,135			13,111			11,546
Net income	$	21,418		$	18,134		$	39,424		$	31,852
Basic earnings per common share	$	0.26		$	0.22		$	0.48		$	0.39
Diluted earnings per common share	$	0.26		$	0.22		$	0.47		$	0.38
Dividends declared per common share	$	0.04		$	0.027		$	0.08		$	0.053

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)	2021			2020			2021 vs. 2020			2021 vs. 2020
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	83,633		$	85,966		$	(2,333	)		(2.7	)%
Truckload fuel surcharge revenue		12,308			8,234			4,074			49.5
Total Truckload revenue		95,941			94,200			1,741			1.8
Dedicated revenue, net of fuel surcharge revenue		67,227			67,076			151			0.2
Dedicated fuel surcharge revenue		12,894			8,351			4,543			54.4
Total Dedicated revenue		80,121			75,427			4,694			6.2
Intermodal revenue, net of fuel surcharge revenue		22,031			18,542			3,489			18.8
Intermodal fuel surcharge revenue		3,561			1,759			1,802			102.4
Total Intermodal revenue		25,592			20,301			5,291			26.1
Brokerage revenue		30,788			22,456			8,332			37.1
Total operating revenue	$	232,442		$	212,384		$	20,058			9.4	%
Operating income:
Truckload	$	13,197		$	11,036		$	2,161			19.6	%
Dedicated		10,617			11,452			(835	)		(7.3	)
Intermodal		1,850			954			896			93.9
Brokerage		2,854			1,814			1,040			57.3
Total operating income	$	28,518		$	25,256		$	3,262			12.9	%
Operating ratio:
Truckload		86.2	%		88.3	%
Dedicated		86.7			84.8
Intermodal		92.8			95.3
Brokerage		90.7			91.9
Consolidated operating ratio		87.7	%		88.1	%

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)	2021			2020			2021 vs. 2020			2021 vs. 2020
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	167,552		$	169,823		$	(2,271	)		(1.3	)%
Truckload fuel surcharge revenue		23,304			19,509			3,795			19.5
Total Truckload revenue		190,856			189,332			1,524			0.8
Dedicated revenue, net of fuel surcharge revenue		134,129			131,235			2,894			2.2
Dedicated fuel surcharge revenue		24,229			19,229			5,000			26.0
Total Dedicated revenue		158,358			150,464			7,894			5.2
Intermodal revenue, net of fuel surcharge revenue		41,477			39,136			2,341			6.0
Intermodal fuel surcharge revenue		6,119			4,845			1,274			26.3
Total Intermodal revenue		47,596			43,981			3,615			8.2
Brokerage revenue		58,678			47,253			11,425			24.2
Total operating revenue	$	455,488		$	431,030		$	24,458			5.7	%
Operating income:
Truckload	$	24,612		$	17,821		$	6,791			38.1	%
Dedicated		19,553			19,985			(432	)		(2.2	)
Intermodal		3,311			2,260			1,051			46.5
Brokerage		5,040			3,222			1,818			56.4
Total operating income	$	52,516		$	43,288		$	9,228			21.3	%
Operating ratio:
Truckload		87.1	%		90.6	%
Dedicated		87.7			86.7
Intermodal		93.0			94.9
Brokerage		91.4			93.2
Consolidated operating ratio		88.5	%		90.0	%

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2021			2020			2021			2020
Truckload Segment:
Revenue (in thousands)	$	95,941		$	94,200		$	190,856		$	189,332
Average revenue, net of fuel surcharges, per tractor per week(1)	$	4,146		$	3,829		$	4,101		$	3,821
Average tractors(1)		1,552			1,727			1,580			1,710
Average miles per trip		513			557			524			558
Non-revenue miles percentage(2)		9.6	%		10.9	%		9.9	%		11.0	%
Total miles (in thousands)		37,285			42,833			75,568			83,872
Dedicated Segment:
Revenue (in thousands)	$	80,121		$	75,427		$	158,358		$	150,464
Average revenue, net of fuel surcharges, per tractor per week(1)	$	3,268		$	3,314		$	3,241		$	3,309
Average tractors(1)		1,582			1,557			1,601			1,525
Average miles per trip		323			307			315			306
Non-revenue miles percentage(2)		1.1	%		0.8	%		0.9	%		0.8	%
Total miles (in thousands)		32,255			33,174			64,254			64,710
Intermodal Segment:
Revenue (in thousands)	$	25,592		$	20,301		$	47,596		$	43,981
Loads		8,646			8,693			16,628			18,430
Average tractors		148			98			141			99
Brokerage Segment:
Revenue (in thousands)	$	30,788		$	22,456		$	58,678		$	47,253
Loads		14,341			15,280			28,916			31,388
At June 30, 2021 and June 30, 2020:
Total tractors(1)		3,162			3,313
Average age of company tractors (in years)		1.5			1.8
Total trailers		5,299			5,364
Average age of company trailers (in years)		3.2			2.7
Ratio of trailers to tractors(1)		1.7			1.6

	Three Months						Six Months
	Ended June 30,						Ended June 30,
(In thousands)	2021			2020			2021			2020
Net cash provided by operating activities	$	39,795		$	60,587		$	83,365		$	104,067
Net cash (used for) investing activities		(44,021	)		(22,558	)		(61,438	)		(59,190	)
Net cash (used for) provided by financing activities		(3,685	)		1,158			(7,382	)		(1,015	)
Weighted average shares outstanding:
Basic		82,840			82,527			82,799			82,371
Diluted		83,397			83,133			83,384			83,018

(1)	Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 118 and 124 tractors as of June 30, 2021 and 2020, respectively.
(2)	Represents the percentage of miles for which the company is not compensated.

XML

Document And Entity Information	Jul. 15, 2021
Document Information [Line Items]
Entity, Registrant Name	MARTEN TRANSPORT, LTD.
Document, Type	8-K
Document, Period End Date	Jul. 15, 2021
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