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):

October 19, 2021

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 October 19, 2021, the company issued a press release announcing financial results for the quarter ended September 30, 2021. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated October 19, 2021 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 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 October 19, 2021 (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: October 19, 2021	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 THIRD QUARTER RESULTS

Operating revenue improves 16.3% and net income improves 17.9% over 2020 quarter

MONDOVI, Wis., October 19, 2021 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported a 17.9% improvement in net income to $21.3 million, or 26 cents per diluted share, for the third quarter ended September 30, 2021, from $18.0 million, or 22 cents per diluted share, for the third quarter of 2020. For the first nine months of 2021, net income improved 21.6% to $60.7 million, or 73 cents per diluted share, from $49.9 million, or 60 cents per diluted share, for the first nine months of 2020.

Operating Results Comparison
	Percentage			Percentage			Percentage			Percentage
	Increase			Increase			Increase			Increase
	Three Months			Nine Months			Year			Year
	Ended			Ended			Ended			Ended
	September 30,			September 30,			December 31,			December 31,
	2021 vs. 2020			2021 vs. 2020			2020 vs. 2019			2019 vs. 2018
Operating revenue		16.3	%		9.2	%		3.7	%		7.1	%
Operating revenue, net of fuel surcharges		12.8	%		6.8	%		6.8	%		8.6	%
Operating income		16.8	%		19.7	%		21.9	%		8.7	%
Net income		17.9	%		21.6	%		13.8	%		11.0	%

Operating revenue improved 16.3% to a record $251.3 million for the third quarter of 2021 from $216.0 million for the third quarter of 2020, and improved 9.2% to $706.8 million for the first nine months of 2021 from $647.0 million for the first nine months of 2020. Excluding fuel surcharges, operating revenue improved 12.8% to $221.2 million for the 2021 quarter from $196.1 million for the 2020 quarter, and improved 6.8% to $623.0 million for the first nine months of 2021 from $583.6 million for the first nine months of 2020. Fuel surcharge revenue increased to $30.1 million for the 2021 quarter from $19.9 million for the 2020 quarter, and increased to $83.7 million for the first nine months of 2021 from $63.5 million for the first nine months of 2020 due to significantly higher fuel prices.

Operating income improved 16.8% to $28.5 million for the third quarter of 2021 from $24.4 million for the third quarter of 2020. Operating income improved 19.7% to $81.0 million for the first nine months of 2021 from $67.7 million for the first nine months of 2020.

Operating expenses as a percentage of operating revenue were 88.7% for each of the third quarters of 2021 and 2020. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 87.1% for the third quarter of 2021 from 87.6% for the third quarter of 2020.

Operating expenses as a percentage of operating revenue improved to 88.5% for the first nine months of 2021 from 89.5% for the first nine months of 2020. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 87.0% from 88.4%.

Executive Chairman Randolph L. Marten said, “Marten’s talented and dedicated people continue to drive our consistent profitable growth. This quarter is yet another quarter over the last year and a half during the pandemic where we produced strong operating income improvement.”

“We have been heightening and will continue to heighten our emphasis on structurally improving our drivers’ jobs and work-life balance by collaborating with our customers, while also increasing our driver compensation. Our approach, which I mentioned in our second quarter earnings release, is working despite the unrelenting national shortage of qualified drivers. With our peoples’ smart, hard work, we began the fourth quarter with 181 more of the industry’s top drivers than we employed at the beginning of the third quarter. Additionally, we increased our number of refrigerated containers by 53 during the third quarter, expanding our fleet to 607 containers at September 30^th.”

“We are confident in our ability to continue to deliver profitable growth. Success breeds success.”

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. 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

	September 30,			December 31,
(In thousands, except share information)	2021			2020
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	83,900		$	66,127
Receivables:
Trade, net		99,686			83,426
Other		6,208			4,202
Prepaid expenses and other		22,150			21,903
Total current assets		211,944			175,658
Property and equipment:
Revenue equipment, buildings and land, office equipment and other		957,708			930,123
Accumulated depreciation		(267,808	)		(275,950	)
Net property and equipment		689,900			654,173
Other noncurrent assets		1,539			1,805
Total assets	$	903,383		$	831,636
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	33,687		$	25,702
Insurance and claims accruals		41,128			39,595
Accrued and other current liabilities		32,667			24,497
Accrued dividends		44,789			-
Total current liabilities		152,271			89,794
Deferred income taxes		120,689			121,098
Noncurrent operating lease liabilities		336			411
Total liabilities		273,296			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; 82,942,839 shares at September 30, 2021, and 82,705,005 shares at December 31, 2020, issued and outstanding		829			827
Additional paid-in capital		85,539			85,070
Retained earnings		543,719			534,436
Total stockholders’ equity		630,087			620,333
Total liabilities and stockholders’ equity	$	903,383		$	831,636

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
(In thousands, except per share information)	2021			2020			2021			2020
Operating revenue	$	251,280		$	216,011		$	706,768		$	647,041
Operating expenses (income):
Salaries, wages and benefits		81,091			74,797			229,385			221,034
Purchased transportation		52,861			37,066			138,629			113,676
Fuel and fuel taxes		33,909			24,268			94,853			73,433
Supplies and maintenance		11,685			12,440			33,867			36,501
Depreciation		25,371			25,580			76,598			76,979
Operating taxes and licenses		2,606			2,749			8,036			8,003
Insurance and claims		10,501			11,243			31,338			35,160
Communications and utilities		2,181			1,999			6,320			5,961
Gain on disposition of revenue equipment		(4,536	)		(2,128	)		(11,859	)		(5,899	)
Gain on disposition of facility		-			(1,718	)		-			(1,718	)
Other		7,115			5,315			18,589			16,223
Total operating expenses		222,784			191,611			625,756			579,353
Operating income		28,496			24,400			81,012			67,688
Other		(8	)		(17	)		(27	)		(127	)
Income before income taxes		28,504			24,417			81,039			67,815
Income taxes expense		7,230			6,373			20,341			17,919
Net income	$	21,274		$	18,044		$	60,698		$	49,896
Basic earnings per common share	$	0.26		$	0.22		$	0.73		$	0.61
Diluted earnings per common share	$	0.26		$	0.22		$	0.73		$	0.60
Dividends paid per common share	$	-		$	0.04		$	0.08		$	0.093
Dividends declared per common share	$	0.54		$	0.04		$	0.62		$	0.093

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

							Dollar			Percentage
							Change			Change
	Three Months						Three Months			Three Months
	Ended						Ended			Ended
	September 30,						September 30,			September 30,
(Dollars in thousands)	2021			2020			2021 vs. 2020			2021 vs. 2020
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	86,889		$	85,074		$	1,815			2.1	%
Truckload fuel surcharge revenue		12,728			8,549			4,179			48.9
Total Truckload revenue		99,617			93,623			5,994			6.4
Dedicated revenue, net of fuel surcharge revenue		68,826			69,002			(176	)		(0.3	)
Dedicated fuel surcharge revenue		13,336			9,335			4,001			42.9
Total Dedicated revenue		82,162			78,337			3,825			4.9
Intermodal revenue, net of fuel surcharge revenue		22,716			19,991			2,725			13.6
Intermodal fuel surcharge revenue		4,031			1,985			2,046			103.1
Total Intermodal revenue		26,747			21,976			4,771			21.7
Brokerage revenue		42,754			22,075			20,679			93.7
Total operating revenue	$	251,280		$	216,011		$	35,269			16.3	%
Operating income:
Truckload	$	11,670		$	10,546		$	1,124			10.7	%
Dedicated		8,521			11,024			(2,503	)		(22.7	)
Intermodal		2,840			1,304			1,536			117.8
Brokerage		5,465			1,526			3,939			258.1
Total operating income	$	28,496		$	24,400		$	4,096			16.8	%
Operating ratio:
Truckload		88.3	%		88.7	%
Dedicated		89.6			85.9
Intermodal		89.4			94.1
Brokerage		87.2			93.1
Consolidated operating ratio		88.7	%		88.7	%

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

							Dollar			Percentage
							Change			Change
	Nine Months						Nine Months			Nine Months
	Ended						Ended			Ended
	September 30,						September 30,			September 30,
(Dollars in thousands)	2021			2020			2021 vs. 2020			2021 vs. 2020
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	254,441		$	254,897		$	(456	)		(0.2	)%
Truckload fuel surcharge revenue		36,032			28,058			7,974			28.4
Total Truckload revenue		290,473			282,955			7,518			2.7
Dedicated revenue, net of fuel surcharge revenue		202,955			200,237			2,718			1.4
Dedicated fuel surcharge revenue		37,565			28,564			9,001			31.5
Total Dedicated revenue		240,520			228,801			11,719			5.1
Intermodal revenue, net of fuel surcharge revenue		64,193			59,127			5,066			8.6
Intermodal fuel surcharge revenue		10,150			6,830			3,320			48.6
Total Intermodal revenue		74,343			65,957			8,386			12.7
Brokerage revenue		101,432			69,328			32,104			46.3
Total operating revenue	$	706,768		$	647,041		$	59,727			9.2	%
Operating income:
Truckload	$	36,282		$	28,367		$	7,915			27.9	%
Dedicated		28,074			31,009			(2,935	)		(9.5	)
Intermodal		6,151			3,564			2,587			72.6
Brokerage		10,505			4,748			5,757			121.3
Total operating income	$	81,012		$	67,688		$	13,324			19.7	%
Operating ratio:
Truckload		87.5	%		90.0	%
Dedicated		88.3			86.4
Intermodal		91.7			94.6
Brokerage		89.6			93.2
Consolidated operating ratio		88.5	%		89.5	%

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2021			2020			2021			2020
Truckload Segment:
Revenue (in thousands)	$	99,617		$	93,623		$	290,473		$	282,955
Average revenue, net of fuel surcharges, per tractor per week(1)	$	4,411		$	3,955		$	4,202		$	3,865
Average tractors(1)		1,499			1,637			1,553			1,685
Average miles per trip		502			546			516			554
Non-revenue miles percentage(2)		10.1	%		10.2	%		10.0	%		10.8	%
Total miles (in thousands)		35,945			41,210			111,513			125,082
Dedicated Segment:
Revenue (in thousands)	$	82,162		$	78,337		$	240,520		$	228,801
Average revenue, net of fuel surcharges, per tractor per week(1)	$	3,438		$	3,295		$	3,305		$	3,304
Average tractors(1)		1,523			1,593			1,574			1,548
Average miles per trip		328			304			319			306
Non-revenue miles percentage(2)		1.1	%		0.7	%		1.0	%		0.7	%
Total miles (in thousands)		31,511			33,843			95,765			98,553
Intermodal Segment:
Revenue (in thousands)	$	26,747		$	21,976		$	74,343		$	65,957
Loads		8,257			9,306			24,885			27,736
Average tractors		139			99			140			99
Brokerage Segment:
Revenue (in thousands)	$	42,754		$	22,075		$	101,432		$	69,328
Loads		18,251			13,670			47,167			45,058
At September 30, 2021 and September 30, 2020:
Total tractors(1)		3,204			3,329
Average age of company tractors (in years)		1.4			1.7
Total trailers		5,291			5,368
Average age of company trailers (in years)		3.2			2.9
Ratio of trailers to tractors(1)		1.7			1.6
Total refrigerated containers		607			401

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
(In thousands)	2021			2020			2021			2020
Net cash provided by operating activities	$	44,544		$	50,640		$	127,909		$	154,707
Net cash (used for) investing activities		(40,704	)		(34,558	)		(102,142	)		(93,748	)
Net cash (used for) financing activities		(612	)		(3,126	)		(7,994	)		(4,141	)
Weighted average shares outstanding:
Basic		82,907			82,672			82,835			82,472
Diluted		83,372			83,279			83,380			83,098

(1)	Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 101 and 132 tractors as of September 30, 2021 and 2020, respectively.
(2)	Represents the percentage of miles for which the company is not compensated.

XML

Document And Entity Information	Oct. 19, 2021
Document Information [Line Items]
Entity, Registrant Name	MARTEN TRANSPORT, LTD.
Document, Type	8-K
Document, Period End Date	Oct. 19, 2021
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