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, 2022

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, 2022, the company issued a press release announcing financial results for the quarter ended June 30, 2022. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated July 18, 2022 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 2022.

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, 2022 (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, 2022	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

Reports highest operating revenue and operating income for any quarter in Marten’s history – and the best operating ratio, net of fuel surcharges, for any quarter since Marten became a public company in 1986

MONDOVI, Wis., July 18, 2022 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported a 47.8% improvement in net income to $31.7 million, or 39 cents per diluted share, for the second quarter ended June 30, 2022, from $21.4 million, or 26 cents per diluted share, for the second quarter of 2021. The 2022 second-quarter earnings also improved 15.0% sequentially from 2022 first-quarter net income of $27.5 million, or 33 cents per diluted share. For the first six months of 2022, net income improved 50.1% to $59.2 million, or 72 cents per diluted share, from $39.4 million, or 47 cents per diluted share, for the first six months of 2021.

Operating Results Comparison
	Percentage		Percentage		Percentage		Percentage		Percentage
	Increase		Increase		Increase		Increase		Increase
	Three Months		Three Months		Year		Year		Year
	Ended		Ended		Ended		Ended		Ended
	June 30,		March 31,		December 31,		December 31,		December 31,
	2022 vs. 2021		2022 vs. 2021		2021 vs. 2020		2020 vs. 2019		2019 vs. 2018
Operating revenue		41.8%		28.8%		11.4%		3.7%		7.1%
Operating revenue, net of fuel surcharges		32.1%		23.8%		8.3%		6.8%		8.6%
Operating income		43.5%		49.4%		19.8%		21.9%		8.7%
Net income		47.8%		52.9%		22.9%		13.8%		11.0%

Operating revenue for the second quarter of 2022 was the highest amount for any quarter in Marten’s 77-year history. Operating revenue improved 41.8% to $329.6 million for the second quarter of 2022 from $232.4 million for the second quarter of 2021 - and improved 14.7% from $287.3 million for the 2022 first quarter. Excluding fuel surcharges, operating revenue improved 32.1% to $269.1 million for the 2022 quarter from $203.7 million for the 2021 quarter - and improved 9.7% from $245.3 million for the 2022 first quarter. Fuel surcharge revenue increased to $60.4 million for the 2022 quarter from $28.8 million for the 2021 quarter due to significantly higher fuel prices.

Operating revenue improved 35.4% to $616.8 million for the first six months of 2022 from $455.5 million for the first six months of 2021. Excluding fuel surcharges, operating revenue improved 28.0% to $514.4 million for the first six months of 2022 from $401.8 million for the first six months of 2021. Fuel surcharge revenue increased to $102.4 million for the first six months of 2022 from $53.7 million for the first six months of 2021.

Operating income for the second quarter of 2022 was also the highest amount for any quarter in Marten’s history. Operating income improved 43.5% to $40.9 million for the second quarter of 2022 from $28.5 million for the second quarter of 2021 - and improved 14.2% from $35.9 million for the 2022 first quarter, which was up 16.9% from $30.7 million for the 2021 fourth quarter.

Operating income improved 46.2% to $76.8 million for the first six months of 2022 from $52.5 million for the first six months of 2021.

Operating expenses as a percentage of operating revenue improved to 87.6% for the second quarter of 2022 from 87.7% for the second quarter of 2021. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 84.8% for the 2022 quarter, the best ratio for any quarter since Marten became a public company in 1986, from 86.0% for the 2021 quarter.

Operating expenses as a percentage of operating revenue improved to 87.6% for the first six months of 2022 from 88.5% for the first six months of 2021. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 85.1% from 86.9%.

Executive Chairman Randolph L. Marten stated, “Consistent. Strong. Profitable. Organic Growth. Marten’s bright, driven people just earned our highest operating revenue and operating income for any quarter in our history, along with our best operating ratio, net of fuel surcharges, for any quarter since we became a public company in 1986 – achieving all three marks for the third time in our last five quarters.”

“The unrelenting national shortage of qualified drivers is a long-term double-edged sword for our industry, simultaneously tightening the freight market while limiting fleet size. Our ability to capitalize on the high level of demand we continue to see and apply our culture of continuous operating enhancements within our unique business model has largely contributed to our performance improvements. Our approach to overcoming the driver shortage is a heightened emphasis on structurally improving our drivers’ jobs and work-life balance by collaborating with our customers, while also increasing our driver compensation. The results - we continue to build on our success in expanding the capacity we provide as we began this year’s third quarter with 123 more of the industry’s top drivers than we employed at the beginning of the second quarter. We have now increased our number of drivers by 422, or 15.4%, since June 30, 2021.”

“Also, reflecting our confidence in Marten’s financial strength and commitment to enhancing stockholder value, we repurchased and retired 963,000 shares of our common stock for $16.8 million in the second quarter of 2022, in addition to the 1.3 million shares of our common stock for $25.0 million repurchased in the first quarter.”

Operating Results Since the Pandemic Began – Percentage Increase Over Same Quarter of Prior Year
	Q2 2022		Q1 2022		Q4 2021		Q3 2021		Q2 2021		Q1 2021		Q4 2020		Q3 2020		Q2 2020
Operating revenue		41.8%		28.8%		17.4%		16.3%		9.4%		2.0%		4.7%		0.5%		0.1%
Operating revenue, net of fuel surcharges		32.1%		23.8%		12.5%		12.8%		5.0%		2.5%		8.8%		3.8%		4.7%
Operating income		43.5%		49.4%		20.0%		16.8%		12.9%		33.1%		36.0%		21.8%		26.6%
Net income		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 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, 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

	June 30,			December 31,
(In thousands, except share information)	2022			2021
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	68,374		$	56,995
Receivables:
Trade, net		138,391			99,003
Other		3,681			6,971
Prepaid expenses and other		27,437			23,980
Total current assets		237,883			186,949
Property and equipment:
Revenue equipment, buildings and land, office equipment and other		992,400			956,476
Accumulated depreciation		(310,645	)		(274,199	)
Net property and equipment		681,755			682,277
Other noncurrent assets		1,483			1,464
Total assets	$	921,121		$	870,690
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	48,463		$	20,150
Insurance and claims accruals		45,689			42,014
Accrued and other current liabilities		36,565			31,395
Total current liabilities		130,717			93,559
Deferred income taxes		129,972			125,163
Noncurrent operating lease liabilities		275			291
Total liabilities		260,964			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; 81,014,564 shares at June 30, 2022, and 83,034,404 shares at December 31, 2021, issued and outstanding		810			830
Additional paid-in capital		44,867			85,718
Retained earnings		614,480			565,129
Total stockholders’ equity		660,157			651,677
Total liabilities and stockholders’ equity	$	921,121		$	870,690

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)	2022			2021			2022			2021
Operating revenue	$	329,565		$	232,442		$	616,846		$	455,488
Operating expenses (income):
Salaries, wages and benefits		96,460			75,296			185,809			148,294
Purchased transportation		67,480			45,003			124,790			85,768
Fuel and fuel taxes		61,337			32,007			105,705			60,944
Supplies and maintenance		13,352			11,167			25,665			22,182
Depreciation		26,865			25,540			53,008			51,227
Operating taxes and licenses		2,663			2,718			5,303			5,430
Insurance and claims		13,443			9,391			26,147			20,837
Communications and utilities		2,239			2,056			4,504			4,139
Gain on disposition of revenue equipment		(4,812	)		(5,339	)		(9,352	)		(7,323	)
Other		9,601			6,085			18,472			11,474
Total operating expenses		288,628			203,924			540,051			402,972
Operating income		40,937			28,518			76,795			52,516
Other		(36	)		(9	)		(43	)		(19	)
Income before income taxes		40,973			28,527			76,838			52,535
Income taxes expense		9,312			7,109			17,644			13,111
Net income	$	31,661		$	21,418		$	59,194		$	39,424
Basic earnings per common share	$	0.39		$	0.26		$	0.72		$	0.48
Diluted earnings per common share	$	0.39		$	0.26		$	0.72		$	0.47
Dividends declared per common share	$	0.06		$	0.04		$	0.12		$	0.08

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)	2022			2021			2022 vs. 2021		2022 vs. 2021
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	101,808		$	83,633		$	18,175		21.7	%
Truckload fuel surcharge revenue		25,164			12,308			12,856		104.5
Total Truckload revenue		126,972			95,941			31,031		32.3
Dedicated revenue, net of fuel surcharge revenue		84,389			67,227			17,162		25.5
Dedicated fuel surcharge revenue		25,966			12,894			13,072		101.4
Total Dedicated revenue		110,355			80,121			30,234		37.7
Intermodal revenue, net of fuel surcharge revenue		27,681			22,031			5,650		25.6
Intermodal fuel surcharge revenue		9,286			3,561			5,725		160.8
Total Intermodal revenue		36,967			25,592			11,375		44.4
Brokerage revenue		55,271			30,788			24,483		79.5
Total operating revenue	$	329,565		$	232,442		$	97,123		41.8	%
Operating income:
Truckload	$	16,088		$	13,197		$	2,891		21.9	%
Dedicated		14,039			10,617			3,422		32.2
Intermodal		4,097			1,850			2,247		121.5
Brokerage		6,713			2,854			3,859		135.2
Total operating income	$	40,937		$	28,518		$	12,419		43.5	%
Operating ratio:
Truckload		87.3	%		86.2	%
Dedicated		87.3			86.7
Intermodal		88.9			92.8
Brokerage		87.9			90.7
Consolidated operating ratio		87.6	%		87.7	%
Operating ratio, net of fuel surcharges:
Truckload		84.2	%		84.2	%
Dedicated		83.4			84.2
Intermodal		85.2			91.6
Brokerage		87.9			90.7
Consolidated operating ratio, net of fuel surcharges		84.8	%		86.0	%

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)	2022			2021			2022 vs. 2021		2022 vs. 2021
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	196,978		$	167,552		$	29,426		17.6	%
Truckload fuel surcharge revenue		42,784			23,304			19,480		83.6
Total Truckload revenue		239,762			190,856			48,906		25.6
Dedicated revenue, net of fuel surcharge revenue		162,810			134,129			28,681		21.4
Dedicated fuel surcharge revenue		44,305			24,229			20,076		82.9
Total Dedicated revenue		207,115			158,358			48,757		30.8
Intermodal revenue, net of fuel surcharge revenue		53,286			41,477			11,809		28.5
Intermodal fuel surcharge revenue		15,323			6,119			9,204		150.4
Total Intermodal revenue		68,609			47,596			21,013		44.1
Brokerage revenue		101,360			58,678			42,682		72.7
Total operating revenue	$	616,846		$	455,488		$	161,358		35.4	%
Operating income:
Truckload	$	31,659		$	24,612		$	7,047		28.6	%
Dedicated		24,684			19,553			5,131		26.2
Intermodal		9,133			3,311			5,822		175.8
Brokerage		11,319			5,040			6,279		124.6
Total operating income	$	76,795		$	52,516		$	24,279		46.2	%
Operating ratio:
Truckload		86.8	%		87.1	%
Dedicated		88.1			87.7
Intermodal		86.7			93.0
Brokerage		88.8			91.4
Consolidated operating ratio		87.6	%		88.5	%
Operating ratio, net of fuel surcharges:
Truckload		83.9	%		85.3	%
Dedicated		84.8			85.4
Intermodal		82.9			92.0
Brokerage		88.8			91.4
Consolidated operating ratio, net of fuel surcharges		85.1	%		86.9	%

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2022			2021			2022			2021
Truckload Segment:
Revenue (in thousands)	$	126,972		$	95,941		$	239,762		$	190,856
Average revenue, net of fuel surcharges, per tractor per week(1)	$	5,080		$	4,146		$	5,030		$	4,101
Average tractors(1)		1,542			1,552			1,515			1,580
Average miles per trip		509			513			514			524
Non-revenue miles percentage(2)		10.7	%		9.6	%		10.6	%		9.9	%
Total miles (in thousands)		36,752			37,285			72,124			75,568
Dedicated Segment:
Revenue (in thousands)	$	110,355		$	80,121		$	207,115		$	158,358
Average revenue, net of fuel surcharges, per tractor per week(1)	$	4,072		$	3,268		$	3,962		$	3,241
Average tractors(1)		1,594			1,582			1,589			1,601
Average miles per trip		341			323			341			315
Non-revenue miles percentage(2)		1.0	%		1.1	%		1.1	%		0.9	%
Total miles (in thousands)		34,134			32,255			66,887			64,254
Intermodal Segment:
Revenue (in thousands)	$	36,967		$	25,592		$	68,609		$	47,596
Loads		8,703			8,646			16,997			16,628
Average tractors		175			148			169			141
Brokerage Segment:
Revenue (in thousands)	$	55,271		$	30,788		$	101,360		$	58,678
Loads		25,322			14,341			45,006			28,916
At June 30, 2022 and June 30, 2021:
Total tractors(1)		3,395			3,162
Average age of company tractors (in years)		1.6			1.5
Total trailers		5,521			5,299
Average age of company trailers (in years)		3.6			3.2
Ratio of trailers to tractors(1)		1.6			1.7
Total refrigerated containers		784			554

	Three Months						Six Months
	Ended June 30,						Ended June 30,
(In thousands)	2022			2021			2022			2021
Net cash provided by operating activities	$	58,730		$	39,795		$	98,670		$	83,365
Net cash (used for) investing activities		(35,413	)		(44,021	)		(35,004	)		(61,438	)
Net cash (used for) financing activities		(21,470	)		(3,685	)		(52,287	)		(7,382	)
Weighted average shares outstanding:
Basic		81,689			82,840			82,310			82,799
Diluted		82,015			83,397			82,617			83,384

(1)  Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 85 and 118 tractors as of June 30, 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	Jul. 18, 2022
Document Information [Line Items]
Entity, Registrant Name	MARTEN TRANSPORT, LTD.
Document, Type	8-K
Document, Period End Date	Jul. 18, 2022
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