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):

January 25, 2022

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 $.01 PER SHARE	MRTN	THE NASDAQ STOCK MARKET LLC (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 January 25, 2022, the company issued a press release announcing financial results for the quarter and year ended December 31, 2021. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated January 25, 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 January 25, 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: January 25, 2022	By:	/s/ James J. Hinnendael
		James J. Hinnendael
		Its: Executive Vice President and
		Chief Financial Officer

EX-99.1

Exhibit 99.1

MARTEN TRANSPORT ANNOUNCES FOURTH QUARTER AND YEAR END RESULTS

Reports highest operating revenue and operating income for any quarter and year in Marten’s history

MONDOVI, Wis., January 25, 2022 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported a 26.1% improvement in net income to $24.7 million, or 30 cents per diluted share, for the fourth quarter ended December 31, 2021, from $19.6 million, or 24 cents per diluted share, for the fourth quarter of 2020. The fourth-quarter earnings also improved sequentially from 2021 third-quarter net income of $21.3 million, or 26 cents per diluted share. For the year ended December 31, 2021, net income improved 22.9% to $85.4 million, or $1.02 per diluted share, from $69.5 million, or 84 cents per diluted share, for 2020.

Operating Results Comparison
	Percentage			Percentage			Percentage			Percentage
	Increase			Increase			Increase			Increase
	Three Months			Year			Year			Year
	Ended			Ended			Ended			Ended
	December 31,			December 31,			December 31,			December 31,
	2021 vs. 2020			2021 vs. 2020			2020 vs. 2019			2019 vs. 2018
Operating revenue		17.4	%		11.4	%		3.7	%		7.1	%
Operating revenue, net of fuel surcharges		12.5	%		8.3	%		6.8	%		8.6	%
Operating income		20.0	%		19.8	%		21.9	%		8.7	%
Net income		26.1	%		22.9	%		13.8	%		11.0	%

Operating revenue for each of the quarter and year ended December 31, 2021 was the highest amount for any quarter and year in Marten’s 76-year history. Operating revenue improved 17.4% to $266.9 million for the fourth quarter of 2021 from $227.3 million for the fourth quarter of 2020, and improved 11.4% to $973.6 million for 2021 from $874.4 million for 2020. Excluding fuel surcharges, operating revenue improved 12.5% to $232.9 million for the 2021 quarter from $207.0 million for the 2020 quarter, and improved 8.3% to $855.9 million for 2021 from $790.6 million for 2020. Fuel surcharge revenue increased to $34.0 million for the 2021 quarter from $20.4 million for the 2020 quarter, and increased to $117.7 million for 2021 from $83.8 million for 2020 due to significantly higher fuel prices.

Operating income for each of the quarter and year ended December 31, 2021 was also the highest amount for any quarter and year in Marten’s history. Operating income improved 20.0% to $30.7 million for the fourth quarter of 2021 from $25.6 million for the fourth quarter of 2020. Operating income improved 19.8% to $111.7 million for 2021 from $93.2 million for 2020.

Operating expenses as a percentage of operating revenue improved to 88.5% for the fourth quarter of 2021 from 88.8% for the fourth quarter of 2020. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 86.8% from 87.7%.

Operating expenses as a percentage of operating revenue improved to 88.5% for 2021 from 89.3% for 2020. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 87.0%, the best ratio for any year since Marten became a public company in 1986, from 88.2%.

Executive Chairman Randolph L. Marten stated, “Marten’s bright and determined people consistently produce strong profitable growth, to be continued…”

Operating Results throughout the Pandemic – Percentage Increase Over Same Quarter of Prior Year
	Q2 2020			Q3 2020			Q4 2020			Q1 2021			Q2 2021			Q3 2021			Q4 2021
Operating revenue		0.1	%		0.5	%		4.7	%		2.0	%		9.4	%		16.3	%		17.4	%
Operating revenue, net of fuel surcharges		4.7	%		3.8	%		8.8	%		2.5	%		5.0	%		12.8	%		12.5	%
Operating income		26.6	%		21.8	%		36.0	%		33.1	%		12.9	%		16.8	%		20.0	%
Net income		19.4	%		8.8	%		24.5	%		31.3	%		18.1	%		17.9	%		26.1	%

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, 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 and in Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 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,			December 31,
(In thousands, except share information)	2021			2020
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	56,995		$	66,127
Receivables:
Trade, net		99,003			83,426
Other		6,971			4,202
Prepaid expenses and other		23,980			21,903
Total current assets		186,949			175,658
Property and equipment:
Revenue equipment, buildings and land, office equipment and other		956,476			930,123
Accumulated depreciation		(274,199	)		(275,950	)
Net property and equipment		682,277			654,173
Other noncurrent assets		1,464			1,805
Total assets	$	870,690		$	831,636
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	20,150		$	25,702
Insurance and claims accruals		42,014			39,595
Accrued and other current liabilities		31,395			24,497
Total current liabilities		93,559			89,794
Deferred income taxes		125,163			121,098
Noncurrent operating lease liabilities		291			411
Total liabilities		219,013			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; 83,034,404 shares at December 31, 2021, and 82,705,005 shares at December 31, 2020, issued and outstanding		830			827
Additional paid-in capital		85,718			85,070
Retained earnings		565,129			534,436
Total stockholders’ equity		651,677			620,333
Total liabilities and stockholders’ equity	$	870,690		$	831,636

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months						Year
	Ended December 31,						Ended December 31,
(In thousands, except per share information)	2021			2020			2021			2020
Operating revenue	$	266,876		$	227,333		$	973,644		$	874,374
Operating expenses (income):
Salaries, wages and benefits		88,577			79,121			317,962			300,155
Purchased transportation		54,592			40,937			193,221			154,613
Fuel and fuel taxes		36,435			24,700			131,288			98,133
Supplies and maintenance		11,592			11,314			45,459			47,815
Depreciation		25,964			25,914			102,562			102,893
Operating taxes and licenses		2,498			2,837			10,534			10,840
Insurance and claims		10,649			12,294			41,987			47,454
Communications and utilities		2,030			2,050			8,350			8,011
Gain on disposition of revenue equipment		(4,436	)		(2,834	)		(16,295	)		(8,733	)
Gain on disposition of facility		-			-			-			(1,718	)
Other		8,298			5,442			26,887			21,665
Total operating expenses		236,199			201,775			861,955			781,128
Operating income		30,677			25,558			111,689			93,246
Other		(16	)		(13	)		(43	)		(140	)
Income before income taxes		30,693			25,571			111,732			93,386
Income taxes expense		5,963			5,967			26,304			23,886
Net income	$	24,730		$	19,604		$	85,428		$	69,500
Basic earnings per common share	$	0.30		$	0.24		$	1.03		$	0.84
Diluted earnings per common share	$	0.30		$	0.24		$	1.02		$	0.84
Dividends declared per common share	$	0.04		$	0.54		$	0.66		$	0.633

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)	2021			2020			2021 vs. 2020			2021 vs. 2020
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	91,848		$	87,460		$	4,388			5.0	%
Truckload fuel surcharge revenue		14,345			8,733			5,612			64.3
Total Truckload revenue		106,193			96,193			10,000			10.4
Dedicated revenue, net of fuel surcharge revenue		73,928			71,313			2,615			3.7
Dedicated fuel surcharge revenue		14,994			9,670			5,324			55.1
Total Dedicated revenue		88,922			80,983			7,939			9.8
Intermodal revenue, net of fuel surcharge revenue		23,275			20,817			2,458			11.8
Intermodal fuel surcharge revenue		4,627			1,959			2,668			136.2
Total Intermodal revenue		27,902			22,776			5,126			22.5
Brokerage revenue		43,859			27,381			16,478			60.2
Total operating revenue	$	266,876		$	227,333		$	39,543			17.4	%
Operating income:
Truckload	$	14,750		$	11,270		$	3,480			30.9	%
Dedicated		8,321			9,900			(1,579	)		(15.9	)
Intermodal		3,328			2,166			1,162			53.6
Brokerage		4,278			2,222			2,056			92.5
Total operating income	$	30,677		$	25,558		$	5,119			20.0	%
Operating ratio:
Truckload		86.1	%		88.3	%
Dedicated		90.6			87.8
Intermodal		88.1			90.5
Brokerage		90.2			91.9
Consolidated operating ratio		88.5	%		88.8	%

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)	2021			2020			2021 vs. 2020			2021 vs. 2020
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	346,289		$	342,357		$	3,932			1.1	%
Truckload fuel surcharge revenue		50,377			36,791			13,586			36.9
Total Truckload revenue		396,666			379,148			17,518			4.6
Dedicated revenue, net of fuel surcharge revenue		276,883			271,550			5,333			2.0
Dedicated fuel surcharge revenue		52,559			38,234			14,325			37.5
Total Dedicated revenue		329,442			309,784			19,658			6.3
Intermodal revenue, net of fuel surcharge revenue		87,468			79,944			7,524			9.4
Intermodal fuel surcharge revenue		14,777			8,789			5,988			68.1
Total Intermodal revenue		102,245			88,733			13,512			15.2
Brokerage revenue		145,291			96,709			48,582			50.2
Total operating revenue	$	973,644		$	874,374		$	99,270			11.4	%
Operating income:
Truckload	$	51,032		$	39,637		$	11,395			28.7	%
Dedicated		36,395			40,909			(4,514	)		(11.0	)
Intermodal		9,479			5,730			3,749			65.4
Brokerage		14,783			6,970			7,813			112.1
Total operating income	$	111,689		$	93,246		$	18,443			19.8	%
Operating ratio:
Truckload		87.1	%		89.5	%
Dedicated		89.0			86.8
Intermodal		90.7			93.5
Brokerage		89.8			92.8
Consolidated operating ratio		88.5	%		89.3	%

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

	Three Months						Year
	Ended December 31,						Ended December 31,
	2021			2020			2021			2020
Truckload Segment:
Revenue (in thousands)	$	106,193		$	96,193		$	396,666		$	379,148
Average revenue, net of fuel surcharges, per tractor per week(1)	$	4,663		$	4,116		$	4,315		$	3,926
Average tractors(1)		1,499			1,617			1,539			1,668
Average miles per trip		515			526			516			547
Non-revenue miles percentage(2)		10.4	%		10.4	%		10.1	%		10.7	%
Total miles (in thousands)		35,679			40,185			147,192			165,267
Dedicated Segment:
Revenue (in thousands)	$	88,922		$	80,983		$	329,442		$	309,784
Average revenue, net of fuel surcharges, per tractor per week(1)	$	3,592		$	3,350		$	3,377		$	3,316
Average tractors(1)		1,566			1,620			1,572			1,566
Average miles per trip		330			303			322			305
Non-revenue miles percentage(2)		1.2	%		0.7	%		1.0	%		0.7	%
Total miles (in thousands)		32,491			34,044			128,256			132,597
Intermodal Segment:
Revenue (in thousands)	$	27,902		$	22,776		$	102,245		$	88,733
Loads		8,102			8,708			32,987			36,444
Average tractors		152			125			143			106
Brokerage Segment:
Revenue (in thousands)	$	43,859		$	27,381		$	145,291		$	96,709
Loads		19,345			13,928			66,512			58,986
At December 31, 2021 and December 31, 2020:
Total tractors(1)		3,204			3,331
Average age of company tractors (in years)		1.4			1.6
Total trailers		5,299			5,395
Average age of company trailers (in years)		3.3			3.0
Ratio of trailers to tractors(1)		1.7			1.6
Total refrigerated containers		634			433

	Three Months						Year
	Ended December 31,						Ended December 31,
(In thousands)	2021			2020			2021			2020
Net cash provided by operating activities	$	43,295		$	34,891		$	171,204		$	189,598
Net cash (used for) investing activities		(21,592	)		(12,577	)		(123,734	)		(106,325	)
Net cash (used for) financing activities		(48,608	)		(44,466	)		(56,602	)		(48,607	)
Weighted average shares outstanding:
Basic		82,983			82,690			82,872			82,527
Diluted		83,420			83,311			83,408			83,164

(1)	Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 93 and 143 tractors as of December 31, 2021 and 2020, respectively.
(2)	Represents the percentage of miles for which the company is not compensated.

EX-99.2

Exhibit 99.2

XML

Document And Entity Information	Jan. 25, 2022
Document Information [Line Items]
Entity, Registrant Name	MARTEN TRANSPORT, LTD.
Document, Type	8-K
Document, Period End Date	Jan. 25, 2022
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