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 18, 2024

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 18, 2024, the company issued a press release announcing financial results for the quarter ended June 30, 2024. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated July 18, 2024 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 2024.

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 18, 2024 (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 18, 2024	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

MONDOVI, Wis., July 18, 2024 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported net income of $7.9 million, or 10 cents per diluted share, for the second quarter ended June 30, 2024, compared with $21.9 million, or 27 cents per diluted share, for the second quarter of 2023. For the six-month period ended June 30, 2024, net income was $17.5 million, or 22 cents per diluted share, compared with $44.4 million, or 55 cents per diluted share, for the 2023 six-month period.

Operating revenue was $246.2 million for the second quarter of 2024 compared with $285.7 million for the second quarter of 2023. Excluding fuel surcharges, operating revenue was $213.5 million for the 2024 quarter compared with $248.6 million for the 2023 quarter. Fuel surcharge revenue decreased to $32.7 million for the 2024 quarter from $37.0 million for the 2023 quarter.

Operating revenue was $495.9 million for the first six months of 2024 compared with $583.7 million for the first six months of 2023. Excluding fuel surcharges, operating revenue was $429.3 million for the 2024 period compared with $503.6 million for the 2023 period. Fuel surcharge revenue decreased to $66.6 million for the 2024 period compared with $80.1 million for the 2023 period.

Operating income was $10.0 million for the second quarter of 2024 compared with $28.2 million for the second quarter of 2023.

Operating income was $22.2 million for the first six months of 2024 compared with $57.2 million for the first six months of 2023.

Operating expenses as a percentage of operating revenue were 95.9% for the 2024 quarter and 90.1% for the 2023 quarter. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 95.3% for the 2024 quarter and 88.7% for the 2023 quarter.

Operating expenses as a percentage of operating revenue were 95.5% for the first six months of 2024 and 90.2% for the first six months of 2023. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 94.8% for the 2024 period and 88.6% for the 2023 period.

Executive Chairman Randolph L. Marten stated, “Our earnings were heavily pressured by the freight market recession’s oversupply and weak demand, inflationary operating costs, and cumulative impact of freight rate reductions leading to freight network disruptions. Our unique multifaceted business model’s value is highlighted by the operating results for our dedicated, brokerage and MRTN de Mexico operations through the first half of this year.”

“We are focused on minimizing the freight market’s impact on our operations while investing in and positioning our operations to capitalize on profitable organic growth opportunities, with fair compensation for our premium services, across each of our business operations for what comes next in the freight cycle as the market moves toward equilibrium from its current recessionary late stages. Accordingly, we have not agreed to rate reductions since last August.”

“We are seeing increased interest by our customers to secure dedicated capacity and have recently added new multi-year dedicated programs for an additional 133 drivers starting in the third quarter.”

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, 2023. 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)	2024			2023
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	77,199		$	53,213
Receivables:
Trade, net		99,926			105,501
Other		11,450			10,356
Prepaid expenses and other		30,995			27,512
Total current assets		219,570			196,582
Property and equipment:
Revenue equipment, buildings and land, office equipment and other		1,149,771			1,162,336
Accumulated depreciation		(360,974	)		(370,103	)
Net property and equipment		788,797			792,233
Other noncurrent assets		1,520			1,524
Total assets	$	1,009,887		$	990,339
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	47,214		$	36,516
Insurance and claims accruals		44,296			47,017
Accrued and other current liabilities		27,466			26,709
Total current liabilities		118,976			110,242
Deferred income taxes		123,938			122,462
Noncurrent operating lease liabilities		220			249
Total liabilities		243,134			232,953
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; 81,414,959 shares at June 30, 2024, and 81,312,168 shares at December 31, 2023, issued and outstanding		814			813
Additional paid-in capital		51,385			49,789
Retained earnings		714,554			706,784
Total stockholders’ equity		766,753			757,386
Total liabilities and stockholders’ equity	$	1,009,887		$	990,339

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)	2024			2023			2024			2023
Operating revenue	$	246,238		$	285,672		$	495,910		$	583,695
Operating expenses (income):
Salaries, wages and benefits		86,519			96,332			175,281			194,848
Purchased transportation		43,235			48,299			85,049			102,402
Fuel and fuel taxes		38,809			42,215			78,370			89,011
Supplies and maintenance		16,472			17,408			32,542			33,395
Depreciation		28,206			29,427			56,733			58,957
Operating taxes and licenses		2,539			2,756			5,114			5,524
Insurance and claims		12,559			12,481			24,216			27,551
Communications and utilities		2,297			2,510			4,668			5,041
Gain on disposition of revenue equipment		(2,532	)		(3,550	)		(3,703	)		(8,796	)
Other		8,160			9,581			15,416			18,539
Total operating expenses		236,264			257,459			473,686			526,472
Operating income		9,974			28,213			22,224			57,223
Other		(1,014	)		(1,077	)		(1,810	)		(1,921	)
Income before income taxes		10,988			29,290			24,034			59,144
Income taxes expense		3,099			7,416			6,499			14,768
Net income	$	7,889		$	21,874		$	17,535		$	44,376
Basic earnings per common share	$	0.10		$	0.27		$	0.22		$	0.55
Diluted earnings per common share	$	0.10		$	0.27		$	0.22		$	0.55
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)	2024			2023			2024 vs. 2023			2024 vs. 2023
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	96,046		$	101,268		$	(5,222	)		(5.2	)%
Truckload fuel surcharge revenue		16,477			15,870			607			3.8
Total Truckload revenue		112,523			117,138			(4,615	)		(3.9	)
Dedicated revenue, net of fuel surcharge revenue		67,444			87,437			(19,993	)		(22.9	)
Dedicated fuel surcharge revenue		13,822			17,548			(3,726	)		(21.2	)
Total Dedicated revenue		81,266			104,985			(23,719	)		(22.6	)
Intermodal revenue, net of fuel surcharge revenue		12,660			18,754			(6,094	)		(32.5	)
Intermodal fuel surcharge revenue		2,404			3,611			(1,207	)		(33.4	)
Total Intermodal revenue		15,064			22,365			(7,301	)		(32.6	)
Brokerage revenue		37,385			41,184			(3,799	)		(9.2	)
Total operating revenue	$	246,238		$	285,672		$	(39,434	)		(13.8	)%
Operating income/(loss):
Truckload	$	1,115		$	9,569		$	(8,454	)		(88.3	)%
Dedicated		6,650			14,173			(7,523	)		(53.1	)
Intermodal		(684	)		(165	)		(519	)		(314.5	)
Brokerage		2,893			4,636			(1,743	)		(37.6	)
Total operating income	$	9,974		$	28,213		$	(18,239	)		(64.6	)%
Operating ratio:
Truckload		99.0	%		91.8	%
Dedicated		91.8			86.5
Intermodal		104.5			100.7
Brokerage		92.3			88.7
Consolidated operating ratio		95.9	%		90.1	%
Operating ratio, net of fuel surcharges:
Truckload		98.8	%		90.6	%
Dedicated		90.1			83.8
Intermodal		105.4			100.9
Brokerage		92.3			88.7
Consolidated operating ratio, net of fuel surcharges		95.3	%		88.7	%

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)	2024			2023			2024 vs. 2023			2024 vs. 2023
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	191,068		$	203,588		$	(12,520	)		(6.1	)%
Truckload fuel surcharge revenue		33,006			34,176			(1,170	)		(3.4	)
Total Truckload revenue		224,074			237,764			(13,690	)		(5.8	)
Dedicated revenue, net of fuel surcharge revenue		139,182			174,268			(35,086	)		(20.1	)
Dedicated fuel surcharge revenue		28,544			37,166			(8,622	)		(23.2	)
Total Dedicated revenue		167,726			211,434			(43,708	)		(20.7	)
Intermodal revenue, net of fuel surcharge revenue		25,941			42,155			(16,214	)		(38.5	)
Intermodal fuel surcharge revenue		5,095			8,799			(3,704	)		(42.1	)
Total Intermodal revenue		31,036			50,954			(19,918	)		(39.1	)
Brokerage revenue		73,074			83,543			(10,469	)		(12.5	)
Total operating revenue	$	495,910		$	583,695		$	(87,785	)		(15.0	)%
Operating income/(loss):
Truckload	$	1,604		$	19,610		$	(18,006	)		(91.8	)%
Dedicated		15,908			27,857			(11,949	)		(42.9	)
Intermodal		(878	)		622			(1,500	)		(241.2	)
Brokerage		5,590			9,134			(3,544	)		(38.8	)
Total operating income	$	22,224		$	57,223		$	(34,999	)		(61.2	)%
Operating ratio:
Truckload		99.3	%		91.8	%
Dedicated		90.5			86.8
Intermodal		102.8			98.8
Brokerage		92.4			89.1
Consolidated operating ratio		95.5	%		90.2	%
Operating ratio, net of fuel surcharges:
Truckload		99.2	%		90.4	%
Dedicated		88.6			84.0
Intermodal		103.4			98.5
Brokerage		92.4			89.1
Consolidated operating ratio, net of fuel surcharges		94.8	%		88.6	%

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2024			2023			2024			2023
Truckload Segment:
Revenue (in thousands)	$	112,523		$	117,138		$	224,074		$	237,764
Average revenue, net of fuel surcharges, per tractor per week(1)	$	4,093		$	4,472		$	4,044		$	4,521
Average tractors(1)		1,805			1,742			1,817			1,742
Average miles per trip		528			505			533			507
Non-revenue miles percentage(2)		11.6	%		12.4	%		12.1	%		12.5	%
Total miles (in thousands)		40,847			39,321			80,550			77,558
Dedicated Segment:
Revenue (in thousands)	$	81,266		$	104,985		$	167,726		$	211,434
Average revenue, net of fuel surcharges, per tractor per week(1)	$	3,754		$	3,986		$	3,768		$	3,973
Average tractors(1)		1,382			1,687			1,421			1,696
Average miles per trip		323			332			326			332
Non-revenue miles percentage(2)		1.1	%		1.3	%		1.1	%		1.2	%
Total miles (in thousands)		28,231			34,833			57,311			68,909
Intermodal Segment:
Revenue (in thousands)	$	15,064		$	22,365		$	31,036		$	50,954
Loads		4,464			6,267			9,053			13,544
Average tractors		121			170			123			175
Brokerage Segment:
Revenue (in thousands)	$	37,385		$	41,184		$	73,074		$	83,543
Loads		22,700			22,718			42,761			43,406
At June 30, 2024 and June 30, 2023:
Total tractors(1)		3,126			3,516
Average age of company tractors (in years)		1.8			1.7
Total trailers		5,539			5,786
Average age of company trailers (in years)		5.0			4.2
Ratio of trailers to tractors(1)		1.8			1.6
Total refrigerated containers		787			791

	Three Months						Six Months
	Ended June 30,						Ended June 30,
(In thousands)	2024			2023			2024			2023
Net cash provided by operating activities	$	35,821		$	48,969		$	81,543		$	98,201
Net cash used for investing activities		(27,776	)		(60,359	)		(48,025	)		(88,639	)
Net cash used for financing activities		(4,576	)		(4,370	)		(9,532	)		(9,634	)
Weighted average shares outstanding:
Basic		81,381			81,263			81,365			81,236
Diluted		81,446			81,412			81,442			81,394

(1)	Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 90 and 98 tractors as of June 30, 2024 and 2023, 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. 18, 2024
Document Information [Line Items]
Entity, Registrant Name	MARTEN TRANSPORT, LTD.
Document, Type	8-K
Document, Period End Date	Jul. 18, 2024
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