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 24, 2023

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 January 24, 2023, the company issued a press release announcing financial results for the quarter and year ended December 31, 2022. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated January 24, 2023 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 2023.

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 24, 2023 (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 24, 2023	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 FOURTH QUARTER AND YEAR END RESULTS

Sixteenth consecutive quarter of year-over-year profit growth

Highest operating revenue and operating income for any year in Marten’s history

Best operating ratio, net of fuel surcharges, for any year since Marten became a public company

MONDOVI, Wis., January 24, 2023 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported a 3.2% improvement in net income to $25.5 million, or 31 cents per diluted share, for the fourth quarter ended December 31, 2022, from $24.7 million, or 30 cents per diluted share, for the fourth quarter of 2021 – Marten’s sixteenth consecutive year-over-year increase in quarterly profitability. For the year ended December 31, 2022, net income improved 29.2% to $110.4 million, or $1.35 per diluted share, from $85.4 million, or $1.02 per diluted share, for 2021.

Operating Results Comparison
	Percentage			Percentage			Percentage			Percentage			Percentage
	Increase			Increase			Increase			Increase			Increase
	Three Months			Year			Year			Year			Year
	Ended			Ended			Ended			Ended			Ended
	December 31,			December 31,			December 31,			December 31,			December 31,
	2022 vs. 2021			2022 vs. 2021			2021 vs. 2020			2020 vs. 2019			2019 vs. 2018
Operating revenue		20.9	%		29.8	%		11.4	%		3.7	%		7.1	%
Operating revenue, net of fuel surcharges		15.8	%		23.1	%		8.3	%		6.8	%		8.6	%
Operating income		6.9	%		28.3	%		19.8	%		21.9	%		8.7	%
Net income		3.2	%		29.2	%		22.9	%		13.8	%		11.0	%

Operating revenue improved 20.9% to $322.6 million for the fourth quarter of 2022 from $266.9 million for the fourth quarter of 2021. Excluding fuel surcharges, operating revenue improved 15.8% to $269.7 million for the 2022 quarter from $232.9 million for the 2021 quarter. Fuel surcharge revenue increased to $52.9 million for the 2022 quarter from $34.0 million for the 2021 quarter, reflecting significantly higher fuel prices.

Operating revenue improved 29.8% to $1.264 billion for 2022, the highest amount for any year in Marten’s 77-year history, from $973.6 million for 2021. Excluding fuel surcharges, operating revenue improved 23.1% to $1.053 billion for 2022 from $855.9 million for 2021. Fuel surcharge revenue increased to $210.4 million for 2022 from $117.7 million for 2021.

Operating income improved 6.9% to $32.8 million for the fourth quarter of 2022 from $30.7 million for the fourth quarter of 2021. Operating income improved 28.3% to $143.3 million for 2022, the highest amount for any year in Marten’s 77-year history, from $111.7 million for 2021.

Operating expenses as a percentage of operating revenue were 89.8% for the fourth quarter of 2022 and 88.5% for the fourth quarter of 2021. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 87.8% for the 2022 quarter and 86.8% for the 2021 quarter.

Operating expenses as a percentage of operating revenue were 88.7% for 2022 and 88.5% for 2021. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 86.4% for 2022, the best ratio for any year since Marten became a public company in 1986, from 87.0%.

Executive Chairman Randolph L. Marten stated, “Consistent. Strong. Profitable. Organic Growth.”

“Our talented, disciplined people earned our sixteenth consecutive quarter of year-over-year profit growth, overcoming a freight environment made more challenging with additional pressure from rail service weakness and severe weather. In 2022, we attained our fifth consecutive year with each of our then-highest operating revenue and operating income – and our third consecutive year with our then-best operating ratio, net of fuel surcharges, since Marten became a public company in 1986.”

“Our organic expansion throughout 2022 also provides momentum for continued profitable growth as we began 2023 with 425 more of the industry’s top drivers than we employed at the beginning of 2022.”

Operating Results Since the Pandemic Began – Percentage Increase Over Same Quarter of Prior Year
	Q4 2022			Q3 2022			Q2 2022			Q1 2022			Q4 2021			Q3 2021			Q2 2021			Q1 2021			Q4 2020			Q3 2020			Q2 2020
Operating revenue		20.9	%		29.1	%		41.8	%		28.8	%		17.4	%		16.3	%		9.4	%		2.0	%		4.7	%		0.5	%		0.1	%
Operating revenue, net of fuel surcharges		15.8	%		21.8	%		32.1	%		23.8	%		12.5	%		12.8	%		5.0	%		2.5	%		8.8	%		3.8	%		4.7	%
Operating income		6.9	%		18.5	%		43.5	%		49.4	%		20.0	%		16.8	%		12.9	%		33.1	%		36.0	%		21.8	%		26.6	%
Net income		3.2	%		20.6	%		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 Marten’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,			December 31,
(In thousands, except share information)	2022			2021
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	80,600		$	56,995
Receivables:
Trade, net		120,702			99,003
Other		7,218			6,971
Prepaid expenses and other		27,320			23,980
Total current assets		235,840			186,949
Property and equipment:
Revenue equipment, buildings and land, office equipment and other		1,074,832			956,476
Accumulated depreciation		(346,665	)		(274,199	)
Net property and equipment		728,167			682,277
Other noncurrent assets		1,672			1,464
Total assets	$	965,679		$	870,690
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	37,299		$	20,150
Insurance and claims accruals		45,747			42,014
Accrued and other current liabilities		41,264			31,395
Total current liabilities		124,310			93,559
Deferred income taxes		137,041			125,163
Noncurrent operating lease liabilities		409			291
Total liabilities		261,760			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; 81,115,132 shares at December 31, 2022, and 83,034,404 shares at December 31, 2021, issued and outstanding		811			830
Additional paid-in capital		47,188			85,718
Retained earnings		655,920			565,129
Total stockholders’ equity		703,919			651,677
Total liabilities and stockholders’ equity	$	965,679		$	870,690

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months						Year
	Ended December 31,						Ended December 31,
(In thousands, except per share information)	2022			2021			2022			2021
Operating revenue	$	322,584		$	266,876		$	1,263,878		$	973,644
Operating expenses (income):
Salaries, wages and benefits		104,722			88,577			390,304			317,962
Purchased transportation		60,599			54,592			249,792			193,221
Fuel and fuel taxes		55,567			36,435			218,571			131,288
Supplies and maintenance		15,180			11,592			55,700			45,459
Depreciation		29,625			25,964			111,014			102,562
Operating taxes and licenses		2,712			2,498			10,763			10,534
Insurance and claims		12,417			10,649			50,513			41,987
Communications and utilities		2,538			2,030			9,177			8,350
Gain on disposition of revenue equipment		(2,957	)		(4,436	)		(13,379	)		(16,295	)
Other		9,398			8,298			38,079			26,887
Total operating expenses		289,801			236,199			1,120,534			861,955
Operating income		32,783			30,677			143,344			111,689
Other		(520	)		(16	)		(827	)		(43	)
Income before income taxes		33,303			30,693			144,171			111,732
Income taxes expense		7,789			5,963			33,817			26,304
Net income	$	25,514		$	24,730		$	110,354		$	85,428
Basic earnings per common share	$	0.31		$	0.30		$	1.35		$	1.03
Diluted earnings per common share	$	0.31		$	0.30		$	1.35		$	1.02
Dividends declared per common share	$	0.06		$	0.04		$	0.24		$	0.66

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)	2022			2021			2022 vs. 2021			2022 vs. 2021
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	108,565		$	91,848		$	16,717			18.2	%
Truckload fuel surcharge revenue		22,759			14,345			8,414			58.7
Total Truckload revenue		131,324			106,193			25,131			23.7
Dedicated revenue, net of fuel surcharge revenue		87,985			73,928			14,057			19.0
Dedicated fuel surcharge revenue		23,775			14,994			8,781			58.6
Total Dedicated revenue		111,760			88,922			22,838			25.7
Intermodal revenue, net of fuel surcharge revenue		22,863			23,275			(412	)		(1.8	)
Intermodal fuel surcharge revenue		6,390			4,627			1,763			38.1
Total Intermodal revenue		29,253			27,902			1,351			4.8
Brokerage revenue		50,247			43,859			6,388			14.6
Total operating revenue	$	322,584		$	266,876		$	55,708			20.9	%
Operating income:
Truckload	$	13,414		$	14,750		$	(1,336	)		(9.1	)%
Dedicated		12,877			8,321			4,556			54.8
Intermodal		728			3,328			(2,600	)		(78.1	)
Brokerage		5,764			4,278			1,486			34.7
Total operating income	$	32,783		$	30,677		$	2,106			6.9	%
Operating ratio:
Truckload		89.8	%		86.1	%
Dedicated		88.5			90.6
Intermodal		97.5			88.1
Brokerage		88.5			90.2
Consolidated operating ratio		89.8	%		88.5	%
Operating ratio, net of fuel surcharges:
Truckload		87.6	%		83.9	%
Dedicated		85.4			88.7
Intermodal		96.8			85.7
Brokerage		88.5			90.2
Consolidated operating ratio, net of fuel surcharges		87.8	%		86.8	%

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)	2022			2021			2022 vs. 2021		2022 vs. 2021
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	411,448		$	346,289		$	65,159		18.8	%
Truckload fuel surcharge revenue		89,014			50,377			38,637		76.7
Total Truckload revenue		500,462			396,666			103,796		26.2
Dedicated revenue, net of fuel surcharge revenue		336,973			276,883			60,090		21.7
Dedicated fuel surcharge revenue		92,119			52,559			39,560		75.3
Total Dedicated revenue		429,092			329,442			99,650		30.2
Intermodal revenue, net of fuel surcharge revenue		100,452			87,468			12,984		14.8
Intermodal fuel surcharge revenue		29,313			14,777			14,536		98.4
Total Intermodal revenue		129,765			102,245			27,520		26.9
Brokerage revenue		204,559			145,291			59,268		40.8
Total operating revenue	$	1,263,878		$	973,644		$	290,234		29.8	%
Operating income:
Truckload	$	59,392		$	51,032		$	8,360		16.4	%
Dedicated		50,566			36,395			14,171		38.9
Intermodal		10,639			9,479			1,160		12.2
Brokerage		22,747			14,783			7,964		53.9
Total operating income	$	143,344		$	111,689		$	31,655		28.3	%
Operating ratio:
Truckload		88.1	%		87.1	%
Dedicated		88.2			89.0
Intermodal		91.8			90.7
Brokerage		88.9			89.8
Consolidated operating ratio		88.7	%		88.5	%
Operating ratio, net of fuel surcharges:
Truckload		85.6	%		85.3	%
Dedicated		85.0			86.9
Intermodal		89.4			89.2
Brokerage		88.9			89.8
Consolidated operating ratio, net of fuel surcharges		86.4	%		87.0	%

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

	Three Months						Year
	Ended December 31,						Ended December 31,
	2022			2021			2022			2021
Truckload Segment:
Revenue (in thousands)	$	131,324		$	106,193		$	500,462		$	396,666
Average revenue, net of fuel surcharges, per tractor per week(1)	$	4,683		$	4,663		$	4,898		$	4,315
Average tractors(1)		1,763			1,499			1,611			1,539
Average miles per trip		504			515			510			516
Non-revenue miles percentage(2)		11.9	%		10.4	%		11.1	%		10.1	%
Total miles (in thousands)		39,303			35,679			149,868			147,192
Dedicated Segment:
Revenue (in thousands)	$	111,760		$	88,922		$	429,092		$	329,442
Average revenue, net of fuel surcharges, per tractor per week(1)	$	3,925		$	3,592		$	3,963		$	3,377
Average tractors(1)		1,706			1,566			1,631			1,572
Average miles per trip		345			330			341			322
Non-revenue miles percentage(2)		1.1	%		1.2	%		1.1	%		1.0	%
Total miles (in thousands)		34,910			32,491			136,310			128,256
Intermodal Segment:
Revenue (in thousands)	$	29,253		$	27,902		$	129,765		$	102,245
Loads		7,255			8,102			31,862			32,987
Average tractors		181			152			175			143
Brokerage Segment:
Revenue (in thousands)	$	50,247		$	43,859		$	204,559		$	145,291
Loads		25,713			19,345			95,615			66,512
At December 31, 2022 and December 31, 2021:
Total tractors(1)		3,660			3,204
Average age of company tractors (in years)		1.7			1.4
Total trailers		5,753			5,299
Average age of company trailers (in years)		3.9			3.3
Ratio of trailers to tractors(1)		1.6			1.7
Total refrigerated containers		802			634

	Three Months						Year
	Ended December 31,						Ended December 31,
(In thousands)	2022			2021			2022			2021
Net cash provided by operating activities	$	56,268		$	43,295		$	219,489		$	171,204
Net cash (used for) investing activities		(42,542	)		(21,592	)		(134,958	)		(123,734	)
Net cash (used for) financing activities		(4,618	)		(48,608	)		(60,926	)		(56,602	)
Weighted average shares outstanding:
Basic		81,105			82,983			81,692			82,872
Diluted		81,391			83,420			81,959			83,408

(1)	Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 96 and 93 tractors as of December 31, 2022 and 2021, 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. 24, 2023
Document Information [Line Items]
Entity, Registrant Name	MARTEN TRANSPORT, LTD.
Document, Type	8-K
Document, Period End Date	Jan. 24, 2023
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