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):

April 16, 2020
 

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 April 16, 2020, the company issued a press release announcing financial results for the quarter ended March 31, 2020. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated April 16, 2020 announcing the company’s financial results for this period.

The press release also includes a discussion of net income, net of a deferred income taxes benefit; 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 net income, net of the deferred income taxes benefit; 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 net income, 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 April 16, 2020 (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: April 16, 2020	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 First Quarter Results

MONDOVI, Wis., April 15, 2020 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported a 1.3% improvement in net income to $13.7 million, or 25 cents per diluted share, for the first quarter ended March 31, 2020, from $13.5 million, or 25 cents per diluted share, for the first quarter of 2019.

Operating Results Comparison
Net income used to calculate the percentage increase from 2017 to 2018 below excludes a $56.5 million deferred income tax benefit in the fourth quarter of 2017.
	Percentage		Percentage		Percentage
	Increase		Increase		Increase
	Three Months		Year		Year
	Ended		Ended		Ended
	March 31,		December 31,		December 31,
	2020 vs. 2019		2019 vs. 2018		2018 vs. 2017
Operating revenue	9.9	%	7.1	%	12.8	%
Operating income	1.7	%	8.7	%	23.7	%
Net income	1.3	%	11.0	%	62.7	%

Operating revenue improved 9.9% to a record $218.6 million for the first quarter of 2020 from $199.0 million for the first quarter of 2019. Excluding fuel surcharges, operating revenue improved 10.2% to $193.4 million for the 2020 quarter from $175.5 million for the 2019 quarter. Fuel surcharge revenue increased to $25.2 million for the 2020 quarter from $23.6 million for the 2019 quarter.

Operating income improved 1.7% to $18.0 million for the first quarter of 2020 from $17.7 million for the first quarter of 2019.

Operating expenses as a percentage of operating revenue were 91.8% for the first quarter of 2020 and 91.1% for the first quarter of 2019. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 90.7% for the 2020 quarter and 89.9% for the 2019 quarter.

Chairman and Chief Executive Officer Randolph L. Marten said, “I genuinely appreciate our talented drivers, maintenance personnel and our employees across all functions and regions whose bright, hard work consistently drives our strong operating results. Our disciplined execution of our unique multifaceted business model across our diverse and growing customer base, including our ability to quickly make data-driven decisions and adjustments utilizing our in-house operating technology, has and will continue to be one of our key strengths as we proactively navigate through these most volatile, disruptive times. We added 101 Dedicated and 73 Truckload tractors during the first quarter on top of our growth of 329 Dedicated and 101 Truckload tractors throughout 2019, all while further tightening our stringent hiring standards for experienced drivers. We embrace our responsibility to keep our valued employees safe and healthy as they each contribute to our transporting and distributing the food, beverages and other consumer goods essential to millions of people in North America.”

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 the Company’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 Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. 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, 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

	March 31,			December 31,
(In thousands, except share information)	2020			2019
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	36,136		$	31,461
Receivables:
Trade, net		94,276			90,712
Other		10,077			11,055
Prepaid expenses and other		19,058			20,938
Total current assets		159,547			154,166
Property and equipment:
Revenue equipment, buildings and land, office equipment and other		937,389			904,237
Accumulated depreciation		(274,047	)		(263,843	)
Net property and equipment		663,342			640,394
Other noncurrent assets		2,029			2,026
Total assets	$	824,918		$	796,586
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	34,821		$	22,917
Insurance and claims accruals		34,424			31,729
Accrued and other current liabilities		21,881			21,680
Total current liabilities		91,126			76,326
Deferred income taxes		123,790			122,022
Noncurrent operating lease liabilities		622			649
Total liabilities		215,538			198,997
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; 54,840,652 shares at March 31, 2020, and 54,703,466 shares at December 31, 2019, issued and outstanding		548			547
Additional paid-in capital		79,730			79,465
Retained earnings		529,102			517,577
Total stockholders’ equity		609,380			597,589
Total liabilities and stockholders’ equity	$	824,918		$	796,586

MARTEN TRANSPORT, LTD.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months
	Ended March 31,
(In thousands, except per share information)	2020			2019
Operating revenue	$	218,646		$	199,023
Operating expenses (income):
Salaries, wages and benefits		72,761			63,524
Purchased transportation		40,445			38,249
Fuel and fuel taxes		28,297			27,677
Supplies and maintenance		12,228			11,121
Depreciation		25,427			22,543
Operating taxes and licenses		2,639			2,333
Insurance and claims		12,284			9,875
Communications and utilities		1,985			1,950
Gain on disposition of revenue equipment		(1,555	)		(1,548	)
Other		6,103			5,566
Total operating expenses		200,614			181,290
Operating income		18,032			17,733
Other		(97	)		(278	)
Income before income taxes		18,129			18,011
Income taxes expense		4,411			4,465
Net income	$	13,718		$	13,546
Basic earnings per common share	$	0.25		$	0.25
Diluted earnings per common share	$	0.25		$	0.25
Dividends declared per common share	$	0.04		$	0.03

MARTEN TRANSPORT, LTD.
SEGMENT INFORMATION
(Unaudited)
   

							Dollar			Percentage
							Change			Change
	Three Months						Three Months			Three Months
	Ended						Ended			Ended
	March 31,						March 31,			March 31,
(Dollars in thousands)	2020			2019			2020 vs. 2019			2020 vs. 2019
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	83,857		$	80,167		$	3,690			4.6	%
Truckload fuel surcharge revenue		11,275			11,555			(280	)		(2.4	)
Total Truckload revenue		95,132			91,722			3,410			3.7
Dedicated revenue, net of fuel surcharge revenue		64,159			48,924			15,235			31.1
Dedicated fuel surcharge revenue		10,878			8,801			2,077			23.6
Total Dedicated revenue		75,037			57,725			17,312			30.0
Intermodal revenue, net of fuel surcharge revenue		20,594			19,755			839			4.2
Intermodal fuel surcharge revenue		3,086			3,216			(130	)		(4.0	)
Total Intermodal revenue		23,680			22,971			709			3.1
Brokerage revenue		24,797			26,605			(1,808	)		(6.8	)
Total operating revenue	$	218,646		$	199,023		$	19,623			9.9	%
Operating income:
Truckload	$	6,785		$	7,555		$	(770	)		(10.2	)%
Dedicated		8,533			5,515			3,018			54.7
Intermodal		1,306			2,394			(1,088	)		(45.4	)
Brokerage		1,408			2,269			(861	)		(37.9	)
Total operating income	$	18,032		$	17,733		$	299			1.7	%
Operating ratio:
Truckload		92.9	%		91.8	%
Dedicated		88.6			90.4
Intermodal		94.5			89.6
Brokerage		94.3			91.5
Consolidated operating ratio		91.8	%		91.1	%

MARTEN TRANSPORT, LTD.
OPERATING STATISTICS
(Unaudited)

	Three Months
	Ended March 31,
	2020			2019
Truckload Segment:
Revenue (in thousands)	$	95,132		$	91,722
Average revenue, net of fuel surcharges, per tractor per week(1)	$	3,814		$	3,859
Average tractors(1)		1,691			1,616
Average miles per trip		559			562
Non-revenue miles percentage(2)		11.2	%		11.3	%
Total miles (in thousands)		41,039			37,236
Dedicated Segment:
Revenue (in thousands)	$	75,037		$	57,725
Average revenue, net of fuel surcharges, per tractor per week(1)	$	3,304		$	3,382
Average tractors(1)		1,494			1,125
Average miles per trip		306			322
Non-revenue miles percentage(2)		0.7	%		0.6	%
Total miles (in thousands)		31,536			23,643
Intermodal Segment:
Revenue (in thousands)	$	23,680		$	22,971
Loads		9,737			9,251
Average tractors		100			87
Brokerage Segment:
Revenue (in thousands)	$	24,797		$	26,605
Loads		16,108			15,266
At March 31, 2020 and March 31, 2019:
Total tractors(1)		3,377			2,867
Average age of company tractors (in years)		1.8			1.8
Total trailers		5,420			5,313
Average age of company trailers (in years)		2.6			2.5
Ratio of trailers to tractors(1)		1.6			1.9

	Three Months
	Ended March 31,
(In thousands)	2020			2019
Net cash provided by operating activities	$	43,480		$	37,628
Net cash (used for) investing activities		(36,632	)		(6,736	)
Net cash (used for) financing activities		(2,173	)		(2,129	)
Weighted average shares outstanding:
Basic		54,809			54,553
Diluted		55,243			55,046

(1	)	Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 106 and 46 tractors as of March 31, 2020 and 2019, respectively.
(2	)	Represents the percentage of miles for which the company is not compensated.

XML

Document And Entity Information	Apr. 16, 2020
Document Information [Line Items]
Entity, Registrant Name	MARTEN TRANSPORT, LTD.
Document, Type	8-K
Document, Period End Date	Apr. 16, 2020
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