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 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 $.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 April 18, 2024, the company issued a press release announcing financial results for the quarter ended March 31, 2024. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated April 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 April 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: April 18, 2024	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 FIRST QUARTER RESULTS

MONDOVI, Wis., April 18, 2024 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported net income of $9.6 million, or 12 cents per diluted share, for the first quarter ended March 31, 2024, compared with $22.5 million, or 28 cents per diluted share, for the first quarter of 2023.

Operating revenue was $249.7 million for the first quarter of 2024 compared with $298.0 million for the first quarter of 2023. Excluding fuel surcharges, operating revenue was $215.7 million for the 2024 quarter compared with $254.9 million for the 2023 quarter. Fuel surcharge revenue decreased to $33.9 million for the 2024 quarter from $43.1 million for the 2023 quarter.

Operating income was $12.3 million for the first quarter of 2024 compared with $29.0 million for the first quarter of 2023.

Operating expenses as a percentage of operating revenue were 95.1% for the 2024 quarter and 90.3% for the 2023 quarter. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, were 94.3% for the 2024 quarter and 88.6% for the 2023 quarter.

Executive Chairman Randolph L. Marten stated, “The freight market recession’s oversupply and weak demand, inflationary operating costs and cumulative impact of freight rate reductions and related freight network disruptions continue to significantly pressure our earnings. The value of our unique multifaceted business model is highlighted by the operating results for our dedicated and brokerage operations in the first quarter. Our operating results improved throughout the quarter after earning 2 cents per share in January, which was also impacted by widespread harsh winter weather.”

“We remain 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 necessarily recovers from its current recessionary late stages. To that end, we have not agreed to rate reductions since last 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, 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

	March 31,			December 31,
(In thousands, except share information)	2024			2023
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	73,730		$	53,213
Receivables:
Trade, net		105,247			105,501
Other		10,380			10,356
Prepaid expenses and other		24,665			27,512
Total current assets		214,022			196,582
Property and equipment:
Revenue equipment, buildings and land, office equipment and other		1,155,649			1,162,336
Accumulated depreciation		(378,151	)		(370,103	)
Net property and equipment		777,498			792,233
Other noncurrent assets		1,499			1,524
Total assets	$	993,019		$	990,339
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	37,728		$	36,516
Insurance and claims accruals		44,297			47,017
Accrued and other current liabilities		29,417			26,709
Total current liabilities		111,442			110,242
Deferred income taxes		118,946			122,462
Noncurrent operating lease liabilities		202			249
Total liabilities		230,590			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; 81,362,709 shares at March 31, 2024, and 81,312,168 shares at December 31, 2023, issued and outstanding		814			813
Additional paid-in capital		50,066			49,789
Retained earnings		711,549			706,784
Total stockholders’ equity		762,429			757,386
Total liabilities and stockholders’ equity	$	993,019		$	990,339

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months
	Ended March 31,
(In thousands, except per share information)	2024			2023
Operating revenue	$	249,672		$	298,023
Operating expenses (income):
Salaries, wages and benefits		88,762			98,516
Purchased transportation		41,814			54,103
Fuel and fuel taxes		39,561			46,796
Supplies and maintenance		16,070			15,987
Depreciation		28,527			29,530
Operating taxes and licenses		2,575			2,768
Insurance and claims		11,657			15,070
Communications and utilities		2,371			2,531
Gain on disposition of revenue equipment		(1,171	)		(5,246	)
Other		7,256			8,958
Total operating expenses		237,422			269,013
Operating income		12,250			29,010
Other		(796	)		(844	)
Income before income taxes		13,046			29,854
Income taxes expense		3,400			7,352
Net income	$	9,646		$	22,502
Basic earnings per common share	$	0.12		$	0.28
Diluted earnings per common share	$	0.12		$	0.28
Dividends declared per common share	$	0.06		$	0.06

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)	2024			2023			2024 vs. 2023			2024 vs. 2023
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	95,022		$	102,320		$	(7,298	)		(7.1	)%
Truckload fuel surcharge revenue		16,529			18,306			(1,777	)		(9.7	)
Total Truckload revenue		111,551			120,626			(9,075	)		(7.5	)
Dedicated revenue, net of fuel surcharge revenue		71,738			86,831			(15,093	)		(17.4	)
Dedicated fuel surcharge revenue		14,722			19,618			(4,896	)		(25.0	)
Total Dedicated revenue		86,460			106,449			(19,989	)		(18.8	)
Intermodal revenue, net of fuel surcharge revenue		13,281			23,401			(10,120	)		(43.2	)
Intermodal fuel surcharge revenue		2,691			5,188			(2,497	)		(48.1	)
Total Intermodal revenue		15,972			28,589			(12,617	)		(44.1	)
Brokerage revenue		35,689			42,359			(6,670	)		(15.7	)
Total operating revenue	$	249,672		$	298,023		$	(48,351	)		(16.2	)%
Operating income/(loss):
Truckload	$	489		$	10,041		$	(9,552	)		(95.1	)%
Dedicated		9,258			13,684			(4,426	)		(32.3	)
Intermodal		(194	)		787			(981	)		(124.7	)
Brokerage		2,697			4,498			(1,801	)		(40.0	)
Total operating income	$	12,250		$	29,010		$	(16,760	)		(57.8	)%
Operating ratio:
Truckload		99.6	%		91.7	%
Dedicated		89.3			87.1
Intermodal		101.2			97.2
Brokerage		92.4			89.4
Consolidated operating ratio		95.1	%		90.3	%
Operating ratio, net of fuel surcharges:
Truckload		99.5	%		90.2	%
Dedicated		87.1			84.2
Intermodal		101.5			96.6
Brokerage		92.4			89.4
Consolidated operating ratio, net of fuel surcharges		94.3	%		88.6	%

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

	Three Months
	Ended March 31,
	2024			2023
Truckload Segment:
Revenue (in thousands)	$	111,551		$	120,626
Average revenue, net of fuel surcharges, per tractor per week(1)	$	3,996		$	4,571
Average tractors(1)		1,830			1,741
Average miles per trip		537			510
Non-revenue miles percentage(2)		12.6	%		12.7	%
Total miles (in thousands)		39,703			38,237
Dedicated Segment:
Revenue (in thousands)	$	86,460		$	106,449
Average revenue, net of fuel surcharges, per tractor per week(1)	$	3,781		$	3,960
Average tractors(1)		1,459			1,705
Average miles per trip		329			333
Non-revenue miles percentage(2)		1.1	%		1.1	%
Total miles (in thousands)		29,080			34,076
Intermodal Segment:
Revenue (in thousands)	$	15,972		$	28,589
Loads		4,589			7,277
Average tractors		126			180
Brokerage Segment:
Revenue (in thousands)	$	35,689		$	42,359
Loads		20,061			20,688
At March 31, 2024 and March 31, 2023:
Total tractors(1)		3,406			3,571
Average age of company tractors (in years)		1.9			1.7
Total trailers		5,619			5,741
Average age of company trailers (in years)		4.8			4.1
Ratio of trailers to tractors(1)		1.6			1.6
Total refrigerated containers		787			802

	Three Months
	Ended March 31,
(In thousands)	2024			2023
Net cash provided by operating activities	$	45,722		$	49,232
Net cash (used for) investing activities		(20,249	)		(28,280	)
Net cash (used for) financing activities		(4,956	)		(5,264	)
Weighted average shares outstanding:
Basic		81,350			81,210
Diluted		81,437			81,376

(1)	Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 96 and 95 tractors as of March 31, 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	Apr. 18, 2024
Document Information [Line Items]
Entity, Registrant Name	MARTEN TRANSPORT, LTD.
Document, Type	8-K
Document, Period End Date	Apr. 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