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 18, 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 $.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 18, 2023, the company issued a press release announcing financial results for the quarter ended September 30, 2023. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated October 18, 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 October 18, 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: October 18, 2023	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 THIRD QUARTER RESULTS

MONDOVI, Wis., October 18, 2023 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported net income of $13.6 million, or 17 cents per diluted share, for the third quarter ended September 30, 2023, compared with $25.6 million, or 32 cents per diluted share, for the third quarter of 2022. For the nine-month period ended September 30, 2023, net income was $58.0 million, or 71 cents per diluted share, compared with $84.8 million, or $1.03 per diluted share, for the 2022 nine-month period.

Operating revenue was $279.5 million for the third quarter of 2023 compared with $324.4 million for the third quarter of 2022. Excluding fuel surcharges, operating revenue was $239.1 million for the 2023 quarter compared with $269.3 million for the 2022 quarter. Fuel surcharge revenue decreased to $40.5 million for the 2023 quarter from $55.1 million for the 2022 quarter.

Operating revenue was $863.2 million for the first nine months of 2023 compared with $941.3 million for the first nine months of 2022. Excluding fuel surcharges, operating revenue was $742.6 million for the 2023 period compared with $783.8 million for the 2022 period. Fuel surcharge revenue decreased to $120.6 million for the 2023 period from $157.5 million for the 2022 period.

Operating income was $17.2 million for the third quarter of 2023 compared with $33.8 million for the third quarter of 2022. For the first nine months of 2023, operating income was $74.5 million compared with $110.6 million for the first nine months of 2022.

Operating expenses as a percentage of operating revenue were 93.8% for the 2023 quarter and 89.6% for the 2022 quarter. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 92.8% for the 2023 quarter and 87.5% for the 2022 quarter.

Operating expenses as a percentage of operating revenue were 91.4% for the first nine months of 2023 and 88.3% for the first nine months of 2022. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 90.0% for the 2023 period and 85.9% for the 2022 period.

Executive Chairman Randolph L. Marten stated, “Our earnings this quarter were significantly pressured by the industry-wide weak demand, cumulative impact of reduced freight rates with the resulting freight network disruption, and inflationary operating costs within the current freight market recession. Additionally, the record heat and rising fuel prices each month of the third quarter led to an increase in our mile-adjusted net fuel expense of $3.9 million, or 4 cents per diluted share, from this year’s second quarter to third quarter.”

“We are focused on both minimizing the current freight market’s impact on our operations, and investing in and positioning our premium service solutions to capitalize on profitable organic growth opportunities as the market necessarily recovers - with fair compensation for our services. To that end, we have not agreed to any rate reductions since early August.”

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

	September 30,			December 31,
(In thousands, except share information)	2023			2022
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	68,067		$	80,600
Receivables:
Trade, net		117,820			120,702
Other		11,695			7,218
Prepaid expenses and other		27,004			27,320
Total current assets		224,586			235,840
Property and equipment:
Revenue equipment, buildings and land, office equipment and other		1,129,415			1,074,832
Accumulated depreciation		(358,414	)		(346,665	)
Net property and equipment		771,001			728,167
Other noncurrent assets		1,617			1,672
Total assets	$	997,204		$	965,679
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	42,042		$	37,299
Insurance and claims accruals		46,282			45,747
Accrued and other current liabilities		33,320			41,264
Total current liabilities		121,644			124,310
Deferred income taxes		125,887			137,041
Noncurrent operating lease liabilities		316			409
Total liabilities		247,847			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; 81,308,968 shares at September 30, 2023, and 81,115,132 shares at December 31, 2022, issued and outstanding		813			811
Additional paid-in capital		49,280			47,188
Retained earnings		699,264			655,920
Total stockholders’ equity		749,357			703,919
Total liabilities and stockholders’ equity	$	997,204		$	965,679

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)	2023			2022			2023			2022
Operating revenue	$	279,538		$	324,448		$	863,233		$	941,294
Operating expenses (income):
Salaries, wages and benefits		92,620			99,773			287,468			285,582
Purchased transportation		49,673			64,403			152,075			189,193
Fuel and fuel taxes		48,695			57,299			137,706			163,004
Supplies and maintenance		17,896			14,855			51,291			40,520
Depreciation		29,017			28,381			87,974			81,389
Operating taxes and licenses		2,821			2,748			8,345			8,051
Insurance and claims		13,254			11,949			40,805			38,096
Communications and utilities		2,584			2,135			7,625			6,639
Gain on disposition of revenue equipment		(3,014	)		(1,070	)		(11,810	)		(10,422	)
Other		8,762			10,209			27,301			28,681
Total operating expenses		262,308			290,682			788,780			830,733
Operating income		17,230			33,766			74,453			110,561
Other		(1,017	)		(264	)		(2,938	)		(307	)
Income before income taxes		18,247			34,030			77,391			110,868
Income taxes expense		4,649			8,384			19,417			26,028
Net income	$	13,598		$	25,646		$	57,974		$	84,840
Basic earnings per common share	$	0.17		$	0.32		$	0.71		$	1.04
Diluted earnings per common share	$	0.17		$	0.32		$	0.71		$	1.03
Dividends declared per common share	$	0.06		$	0.06		$	0.18		$	0.18

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)	2023			2022			2023 vs. 2022			2023 vs. 2022
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	96,516		$	105,905		$	(9,389	)		(8.9	)%
Truckload fuel surcharge revenue		17,711			23,471			(5,760	)		(24.5	)
Total Truckload revenue		114,227			129,376			(15,149	)		(11.7	)
Dedicated revenue, net of fuel surcharge revenue		82,963			86,178			(3,215	)		(3.7	)
Dedicated fuel surcharge revenue		18,834			24,039			(5,205	)		(21.7	)
Total Dedicated revenue		101,797			110,217			(8,420	)		(7.6	)
Intermodal revenue, net of fuel surcharge revenue		18,122			24,303			(6,181	)		(25.4	)
Intermodal fuel surcharge revenue		3,925			7,600			(3,675	)		(48.4	)
Total Intermodal revenue		22,047			31,903			(9,856	)		(30.9	)
Brokerage revenue		41,467			52,952			(11,485	)		(21.7	)
Total operating revenue	$	279,538		$	324,448		$	(44,910	)		(13.8	)%
Operating income/(loss):
Truckload	$	2,738		$	14,319		$	(11,581	)		(80.9	)%
Dedicated		11,286			13,005			(1,719	)		(13.2	)
Intermodal		(1,074	)		778			(1,852	)		(238.0	)
Brokerage		4,280			5,664			(1,384	)		(24.4	)
Total operating income	$	17,230		$	33,766		$	(16,536	)		(49.0	)%
Operating ratio:
Truckload		97.6	%		88.9	%
Dedicated		88.9			88.2
Intermodal		104.9			97.6
Brokerage		89.7			89.3
Consolidated operating ratio		93.8	%		89.6	%
Operating ratio, net of fuel surcharges:
Truckload		97.2	%		86.5	%
Dedicated		86.4			84.9
Intermodal		105.9			96.8
Brokerage		89.7			89.3
Consolidated operating ratio, net of fuel surcharges		92.8	%		87.5	%

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)	2023			2022			2023 vs. 2022			2023 vs. 2022
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	300,104		$	302,883		$	(2,779	)		(0.9	)%
Truckload fuel surcharge revenue		51,887			66,255			(14,368	)		(21.7	)
Total Truckload revenue		351,991			369,138			(17,147	)		(4.6	)
Dedicated revenue, net of fuel surcharge revenue		257,231			248,988			8,243			3.3
Dedicated fuel surcharge revenue		56,000			68,344			(12,344	)		(18.1	)
Total Dedicated revenue		313,231			317,332			(4,101	)		(1.3	)
Intermodal revenue, net of fuel surcharge revenue		60,277			77,589			(17,312	)		(22.3	)
Intermodal fuel surcharge revenue		12,724			22,923			(10,199	)		(44.5	)
Total Intermodal revenue		73,001			100,512			(27,511	)		(27.4	)
Brokerage revenue		125,010			154,312			(29,302	)		(19.0	)
Total operating revenue	$	863,233		$	941,294		$	(78,061	)		(8.3	)%
Operating income/(loss):
Truckload	$	22,348		$	45,978		$	(23,630	)		(51.4	)%
Dedicated		39,143			37,689			1,454			3.9
Intermodal		(452	)		9,911			(10,363	)		(104.6	)
Brokerage		13,414			16,983			(3,569	)		(21.0	)
Total operating income	$	74,453		$	110,561		$	(36,108	)		(32.7	)%
Operating ratio:
Truckload		93.7	%		87.5	%
Dedicated		87.5			88.1
Intermodal		100.6			90.1
Brokerage		89.3			89.0
Consolidated operating ratio		91.4	%		88.3	%
Operating ratio, net of fuel surcharges:
Truckload		92.6	%		84.8	%
Dedicated		84.8			84.9
Intermodal		100.7			87.2
Brokerage		89.3			89.0
Consolidated operating ratio, net of fuel surcharges		90.0	%		85.9	%

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2023			2022			2023			2022
Truckload Segment:
Revenue (in thousands)	$	114,227		$	129,376		$	351,991		$	369,138
Average revenue, net of fuel surcharges, per tractor per week(1)	$	4,285		$	4,889		$	4,442		$	4,980
Average tractors(1)		1,714			1,648			1,732			1,560
Average miles per trip		529			508			515			512
Non-revenue miles percentage(2)		12.1	%		11.3	%		12.4	%		10.8	%
Total miles (in thousands)		39,093			38,441			116,651			110,565
Dedicated Segment:
Revenue (in thousands)	$	101,797		$	110,217		$	313,231		$	317,332
Average revenue, net of fuel surcharges, per tractor per week(1)	$	3,900		$	4,006		$	3,949		$	3,977
Average tractors(1)		1,619			1,637			1,670			1,605
Average miles per trip		339			337			335			340
Non-revenue miles percentage(2)		1.3	%		1.2	%		1.2	%		1.1	%
Total miles (in thousands)		33,039			34,513			101,948			101,400
Intermodal Segment:
Revenue (in thousands)	$	22,047		$	31,903		$	73,001		$	100,512
Loads		6,327			7,610			19,871			24,607
Average tractors		154			182			168			173
Brokerage Segment:
Revenue (in thousands)	$	41,467		$	52,952		$	125,010		$	154,312
Loads		24,077			24,896			67,483			69,902
At September 30, 2023 and September 30, 2022:
Total tractors(1)		3,454			3,575
Average age of company tractors (in years)		1.8			1.7
Total trailers		5,726			5,679
Average age of company trailers (in years)		4.4			3.8
Ratio of trailers to tractors(1)		1.7			1.6
Total refrigerated containers		788			803

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
(In thousands)	2023			2022			2023			2022
Net cash provided by operating activities	$	28,132		$	64,551		$	126,333		$	163,221
Net cash (used for) investing activities		(35,831	)		(57,412	)		(124,470	)		(92,416	)
Net cash (used for) financing activities		(4,762	)		(4,021	)		(14,396	)		(56,308	)
Weighted average shares outstanding:
Basic		81,306			81,061			81,260			81,889
Diluted		81,454			81,347			81,414			82,155

(1)	Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 99 and 90 tractors as of September 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	Oct. 18, 2023
Document Information [Line Items]
Entity, Registrant Name	MARTEN TRANSPORT, LTD.
Document, Type	8-K
Document, Period End Date	Oct. 18, 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