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 19, 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 July 19, 2023, the company issued a press release announcing financial results for the quarter ended June 30, 2023. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated July 19, 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 July 19, 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: July 19, 2023	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 SECOND QUARTER RESULTS

MONDOVI, Wis., July 19, 2023 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported net income of $21.9 million, or 27 cents per diluted share, for the second quarter ended June 30, 2023, compared with $31.7 million, or 39 cents per diluted share, for the second quarter of 2022. For the six-month period ended June 30, 2023, net income was $44.4 million, or 55 cents per diluted share, compared with $59.2 million, or 72 cents per diluted share, for the 2022 six-month period.

Operating revenue was $285.7 million for the second quarter of 2023 compared with $329.6 million for the second quarter of 2022. Excluding fuel surcharges, operating revenue was $248.6 million for the 2023 quarter compared with $269.1 million for the 2022 quarter. Fuel surcharge revenue decreased to $37.0 million for the 2023 quarter from $60.4 million for the 2022 quarter due to significantly lower fuel prices.

Operating revenue was $583.7 million for the first six months of 2023 compared with $616.8 million for the first six months of 2022. Excluding fuel surcharges, operating revenue was $503.6 million for the 2023 period compared with $514.4 million for the 2022 period. Fuel surcharge revenue decreased to $80.1 million for the 2023 period compared with $102.4 million for the 2022 period.

Operating income was $28.2 million for the second quarter of 2023 compared with $40.9 million for the second quarter of 2022 – the highest amount for any quarter in Marten’s history.

Operating income was $57.2 million for the first six months of 2023 compared with $76.8 million for the first six months of 2022.

Operating expenses as a percentage of operating revenue were 90.1% for the 2023 quarter and 87.6% for the 2022 quarter. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 88.7% for the 2023 quarter and 84.8% for the 2022 quarter – the best ratio for any quarter since Marten became a public company in 1986.

Operating expenses as a percentage of operating revenue were 90.2% for the first six months of 2023 and 87.6% for the first six months of 2022. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 88.6% for the 2023 period and 85.1% for the 2022 period.

Executive Chairman Randolph L. Marten stated, “While the soft freight market demand, excess capacity and inflationary costs continue to put considerable pressure on industry pricing, volumes and margins, we recorded our second-highest second quarter operating revenue and net income in our history.”

“The disciplined execution of our unique business model by our talented people utilizing our adaptive and proprietary operating technology, along with our emphasis on operating efficiencies and cost controls, are key strengths to our minimizing the current impact of the weak freight market on our operations -- and are also strengths that we will maintain as we invest in and position our premium service solutions to capitalize on profitable organic growth opportunities as the market necessarily recovers.”

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, 2022. 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, Doug Petit, 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)	2023			2022
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	80,528		$	80,600
Receivables:
Trade, net		111,577			120,702
Other		10,646			7,218
Prepaid expenses and other		29,208			27,320
Total current assets		231,959			235,840
Property and equipment:
Revenue equipment, buildings and land, office equipment and other		1,122,659			1,074,832
Accumulated depreciation		(352,139	)		(346,665	)
Net property and equipment		770,520			728,167
Other noncurrent assets		1,605			1,672
Total assets	$	1,004,084		$	965,679
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	36,107		$	37,299
Insurance and claims accruals		47,665			45,747
Accrued and other current liabilities		47,248			41,264
Total current liabilities		131,020			124,310
Deferred income taxes		132,737			137,041
Noncurrent operating lease liabilities		307			409
Total liabilities		264,064			261,760
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; 81,301,468 shares at June 30, 2023, and 81,115,132 shares at December 31, 2022, issued and outstanding		813			811
Additional paid-in capital		48,663			47,188
Retained earnings		690,544			655,920
Total stockholders’ equity		740,020			703,919
Total liabilities and stockholders’ equity	$	1,004,084		$	965,679

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)	2023			2022			2023			2022
Operating revenue	$	285,672		$	329,565		$	583,695		$	616,846
Operating expenses (income):
Salaries, wages and benefits		96,332			96,460			194,848			185,809
Purchased transportation		48,299			67,480			102,402			124,790
Fuel and fuel taxes		42,215			61,337			89,011			105,705
Supplies and maintenance		17,408			13,352			33,395			25,665
Depreciation		29,427			26,865			58,957			53,008
Operating taxes and licenses		2,756			2,663			5,524			5,303
Insurance and claims		12,481			13,443			27,551			26,147
Communications and utilities		2,510			2,239			5,041			4,504
Gain on disposition of revenue equipment		(3,550	)		(4,812	)		(8,796	)		(9,352	)
Other		9,581			9,601			18,539			18,472
Total operating expenses		257,459			288,628			526,472			540,051
Operating income		28,213			40,937			57,223			76,795
Other		(1,077	)		(36	)		(1,921	)		(43	)
Income before income taxes		29,290			40,973			59,144			76,838
Income taxes expense		7,416			9,312			14,768			17,644
Net income	$	21,874		$	31,661		$	44,376		$	59,194
Basic earnings per common share	$	0.27		$	0.39		$	0.55		$	0.72
Diluted earnings per common share	$	0.27		$	0.39		$	0.55		$	0.72
Dividends declared per common share	$	0.06		$	0.06		$	0.12		$	0.12

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)	2023			2022			2023 vs. 2022			2023 vs. 2022
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	101,268		$	101,808		$	(540	)		(0.5	)%
Truckload fuel surcharge revenue		15,870			25,164			(9,294	)		(36.9	)
Total Truckload revenue		117,138			126,972			(9,834	)		(7.7	)
Dedicated revenue, net of fuel surcharge revenue		87,437			84,389			3,048			3.6
Dedicated fuel surcharge revenue		17,548			25,966			(8,418	)		(32.4	)
Total Dedicated revenue		104,985			110,355			(5,370	)		(4.9	)
Intermodal revenue, net of fuel surcharge revenue		18,754			27,681			(8,927	)		(32.2	)
Intermodal fuel surcharge revenue		3,611			9,286			(5,675	)		(61.1	)
Total Intermodal revenue		22,365			36,967			(14,602	)		(39.5	)
Brokerage revenue		41,184			55,271			(14,087	)		(25.5	)
Total operating revenue	$	285,672		$	329,565		$	(43,893	)		(13.3	)%
Operating income:
Truckload	$	9,569		$	16,088		$	(6,519	)		(40.5	)%
Dedicated		14,173			14,039			134			1.0
Intermodal		(165	)		4,097			(4,262	)		(104.0	)
Brokerage		4,636			6,713			(2,077	)		(30.9	)
Total operating income	$	28,213		$	40,937		$	(12,724	)		(31.1	)%
Operating ratio:
Truckload		91.8	%		87.3	%
Dedicated		86.5			87.3
Intermodal		100.7			88.9
Brokerage		88.7			87.9
Consolidated operating ratio		90.1	%		87.6	%
Operating ratio, net of fuel surcharges:
Truckload		90.6	%		84.2	%
Dedicated		83.8			83.4
Intermodal		100.9			85.2
Brokerage		88.7			87.9
Consolidated operating ratio, net of fuel surcharges		88.7	%		84.8	%

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)	2023			2022			2023 vs. 2022			2023 vs. 2022
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	203,588		$	196,978		$	6,610			3.4	%
Truckload fuel surcharge revenue		34,176			42,784			(8,608	)		(20.1	)
Total Truckload revenue		237,764			239,762			(1,998	)		(0.8	)
Dedicated revenue, net of fuel surcharge revenue		174,268			162,810			11,458			7.0
Dedicated fuel surcharge revenue		37,166			44,305			(7,139	)		(16.1	)
Total Dedicated revenue		211,434			207,115			4,319			2.1
Intermodal revenue, net of fuel surcharge revenue		42,155			53,286			(11,131	)		(20.9	)
Intermodal fuel surcharge revenue		8,799			15,323			(6,524	)		(42.6	)
Total Intermodal revenue		50,954			68,609			(17,655	)		(25.7	)
Brokerage revenue		83,543			101,360			(17,817	)		(17.6	)
Total operating revenue	$	583,695		$	616,846		$	(33,151	)		(5.4	)%
Operating income:
Truckload	$	19,610		$	31,659		$	(12,049	)		(38.1	)%
Dedicated		27,857			24,684			3,173			12.9
Intermodal		622			9,133			(8,511	)		(93.2	)
Brokerage		9,134			11,319			(2,185	)		(19.3	)
Total operating income	$	57,223		$	76,795		$	(19,572	)		(25.5	)%
Operating ratio:
Truckload		91.8	%		86.8	%
Dedicated		86.8			88.1
Intermodal		98.8			86.7
Brokerage		89.1			88.8
Consolidated operating ratio		90.2	%		87.6	%
Operating ratio, net of fuel surcharges:
Truckload		90.4	%		83.9	%
Dedicated		84.0			84.8
Intermodal		98.5			82.9
Brokerage		89.1			88.8
Consolidated operating ratio, net of fuel surcharges		88.6	%		85.1	%

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2023			2022			2023			2022
Truckload Segment:
Revenue (in thousands)	$	117,138		$	126,972		$	237,764		$	239,762
Average revenue, net of fuel surcharges, per tractor per week(1)	$	4,472		$	5,080		$	4,521		$	5,030
Average tractors(1)		1,742			1,542			1,742			1,515
Average miles per trip		505			509			507			514
Non-revenue miles percentage(2)		12.4	%		10.7	%		12.5	%		10.6	%
Total miles (in thousands)		39,321			36,752			77,558			72,124
Dedicated Segment:
Revenue (in thousands)	$	104,985		$	110,355		$	211,434		$	207,115
Average revenue, net of fuel surcharges, per tractor per week(1)	$	3,986		$	4,072		$	3,973		$	3,962
Average tractors(1)		1,687			1,594			1,696			1,589
Average miles per trip		332			341			332			341
Non-revenue miles percentage(2)		1.3	%		1.0	%		1.2	%		1.1	%
Total miles (in thousands)		34,833			34,134			68,909			66,887
Intermodal Segment:
Revenue (in thousands)	$	22,365		$	36,967		$	50,954		$	68,609
Loads		6,267			8,703			13,544			16,997
Average tractors		170			175			175			169
Brokerage Segment:
Revenue (in thousands)	$	41,184		$	55,271		$	83,543		$	101,360
Loads		22,718			25,322			43,406			45,006
At June 30, 2023 and June 30, 2022:
Total tractors(1)		3,516			3,395
Average age of company tractors (in years)		1.7			1.6
Total trailers		5,786			5,521
Average age of company trailers (in years)		4.2			3.6
Ratio of trailers to tractors(1)		1.6			1.6
Total refrigerated containers		791			784

	Three Months						Six Months
	Ended June 30,						Ended June 30,
(In thousands)	2023			2022			2023			2022
Net cash provided by operating activities	$	48,969		$	58,730		$	98,201		$	98,670
Net cash (used for) investing activities		(60,359	)		(35,413	)		(88,639	)		(35,004	)
Net cash (used for) financing activities		(4,370	)		(21,470	)		(9,634	)		(52,287	)
Weighted average shares outstanding:
Basic		81,263			81,689			81,236			82,310
Diluted		81,412			82,015			81,394			82,617

(1)	Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 98 and 85 tractors as of June 30, 2023 and 2022, 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	Jul. 19, 2023
Document Information [Line Items]
Entity, Registrant Name	MARTEN TRANSPORT, LTD.
Document, Type	8-K
Document, Period End Date	Jul. 19, 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