Core Viewpoint - Marten Transport, Ltd. announces the retirement of CEO Timothy Kohl effective September 30, 2025, with Randolph Marten taking over as CEO and Chairman of the Board on October 1, 2025 [1][2]. Company Leadership - Timothy Kohl has been with the company since 2007, serving as CEO and previously as President, leading the company through significant growth and transformation [2]. - Randolph Marten has a long history with the company, having been a full-time employee since 1974 and serving in various leadership roles, including CEO from January 2005 to May 2021 [2]. Company Overview - Marten Transport is headquartered in Mondovi, Wisconsin, and operates a multifaceted business model that includes temperature-sensitive and dry truck-based transportation across six distinct business platforms [3]. - The company is recognized as one of the leading temperature-sensitive truckload carriers in the United States, specializing in the transportation of food, beverages, and consumer packaged goods that require temperature control [3]. - Marten Transport provides services in the United States, Mexico, and Canada, focusing on expedited movements for high-volume customers [3].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter period ended June 30, 2025 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 0-15010 MARTEN TRANSPORT, LTD. (Exact name of registrant as specified in its charter) Delaware 39-1140809 (State or other jurisdiction of incorporation or organization) 129 Marten ...

Core Viewpoint - Hub Group, Inc. has announced the acquisition of Marten Transport's intermodal assets, significantly enhancing its temperature-controlled intermodal service capabilities and scale [3][5]. Transaction Highlights - The acquisition involves an asset purchase of intermodal equipment and contracts for $51.8 million in cash, expected to close by the end of Q3 2025, subject to customary closing conditions [5]. - The deal includes approximately 1,200 refrigerated containers, positioning Hub Group as the second largest provider of temperature-controlled intermodal solutions in North America [9]. - Marten Intermodal generated $51.5 million in revenue over the trailing twelve months ending June 30, 2025 [9]. Strategic Implications - The acquisition is expected to double Hub Group's temperature-controlled container fleet and leverage its existing intermodal network to serve Marten Intermodal's customers [5]. - The transaction aligns with Hub Group's long-term investment strategy, aiming to expand margins and maintain capital flexibility [5]. - The deal is anticipated to be immediately accretive to Hub Group's fourth quarter 2025 EPS and also accretive to 2026 EPS, contributing positively to long-term returns on invested capital [9]. Operational Synergies - The acquisition is expected to create operational synergies through increased scale and network density [9]. - There are cross-sell opportunities with additional refrigerated customers across various business lines [9].

MONDOVI, Wis., July 22, 2025 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) announced today it has entered into an agreement to sell assets related to its intermodal business to Hub Group, Inc. (NASDAQ: HUBG). The transaction is structured as an asset sale of certain intermodal equipment, including over 1,200 refrigerated containers, and contracts to Hub Group, Inc. for $51.8 million in cash, and is expected to close by the end of the third quarter subject to certain customary closing condition ...

MARTEN TRANSPORT ANNOUNCES SECOND QUARTER RESULTS MONDOVI, Wis., July 16, 2025 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported net income of $7.2 million, or 9 cents per diluted share, for the second quarter ended June 30, 2025, compared with $7.9 million, or 10 cents per diluted share, for the second quarter of 2024. For the six-month period ended June 30, 2025, net income was $11.5 million, or 14 cents per diluted share, compared with $17.5 million, or 22 cents per diluted share ...

Core Viewpoint - The Zacks Transportation-Truck industry is facing significant challenges due to tariff-induced economic uncertainties, weak freight rates, driver shortages, and inflation, yet some companies like Marten Transport and PAMT CORP are positioned to endure these difficulties [1]. Industry Overview - The Zacks Transportation-Truck industry consists of truck operators that transport freight across North America, offering various services including full-truckload and less-than-truckload (LTL) [2]. - Companies in this sector provide diverse trucking services such as dry-van, dedicated, refrigerated, flatbed, and expedited, along with logistics and intermodal services [2]. Current Trends - Supply-chain disruptions and weak freight rates are negatively impacting the industry, with the Cass Freight Shipments Index declining by 5.3% year-over-year in March, marking eight consecutive months of decline [3]. - The industry is focusing on cost-cutting measures to improve productivity and efficiency in response to high inflation affecting labor, freight, and fuel costs [4]. - A prolonged driver shortage is expected to leave the trucking industry short of over 160,000 drivers by 2030, exacerbating supply-chain challenges [5]. Tariff Impact - The current administration's protectionist policies and new tariffs are creating trade tensions with major partners like Canada, Mexico, and China, leading to increased volatility and uncertainty in global trade, which is detrimental to the industry [6]. Industry Ranking and Performance - The Zacks Transportation-Truck industry ranks 244 out of 246 Zacks industries, placing it in the bottom 1% and indicating poor near-term prospects [7]. - Analysts have reduced the industry's earnings estimate for 2025 by 42.7% year-over-year, reflecting a negative outlook for earnings growth [8]. - Over the past year, the industry has underperformed, declining by 30.6%, while the S&P 500 increased by 8.3% and the broader transportation sector fell by 17.4% [10]. Valuation Metrics - The industry is currently trading at an EV-to-EBITDA ratio of 13.64X, which is lower than the S&P 500's 15.2X but higher than the sector's 8.82X [13]. Notable Companies - Marten Transport, based in Mondovi, WI, operates across five business platforms and has shown impressive cost-control efforts, currently holding a Zacks Rank 3 (Hold) [17]. - PAMT CORP provides truckload dry van carrier services and has expanded its customer base significantly through acquisitions, also holding a Zacks Rank 3 [21].

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements.) Presents unaudited consolidated financial statements for Q1 2025, detailing a significant decrease in net income and changes in assets and liabilities [Consolidated Condensed Balance Sheets](index=2&type=section&id=CONSOLIDATED%20CONDENSED%20BALANCE%20SHEETS) Total assets increased to **$983.3 million** as of March 31, 2025, driven by cash, while total liabilities also grew Balance Sheet Summary (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total current assets** | $162,500 | $138,511 | | **Net property and equipment** | $819,057 | $828,613 | | **Total assets** | **$983,332** | **$968,757** | | **Total current liabilities** | $109,623 | $93,519 | | **Total liabilities** | $215,832 | $200,835 | | **Total stockholders' equity** | $767,500 | $767,922 | | **Total liabilities and stockholders' equity** | **$983,332** | **$968,757** | [Consolidated Condensed Statements of Operations](index=3&type=section&id=CONSOLIDATED%20CONDENSED%20STATEMENTS%20OF%20OPERATIONS) Operating revenue decreased by **10.6%** and net income declined by **55.1%** in Q1 2025, leading to lower diluted earnings per share Q1 2025 vs Q1 2024 Performance (in thousands, except per share data) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | **Operating revenue** | $223,152 | $249,672 | | **Total operating expenses** | $217,293 | $237,422 | | **Operating income** | $5,859 | $12,250 | | **Net income** | **$4,335** | **$9,646** | | **Diluted earnings per common share** | **$0.05** | **$0.12** | | **Dividends declared per common share** | $0.06 | $0.06 | [Consolidated Condensed Statements of Cash Flows](index=5&type=section&id=CONSOLIDATED%20CONDENSED%20STATEMENTS%20OF%20CASH%20FLOWS) Net cash from operating activities decreased to **$36.2 million** in Q1 2025, with a net increase in cash and cash equivalents to **$39.9 million** Cash Flow Summary (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $36,215 | $45,722 | | Net cash used for investing activities | ($8,413) | ($20,249) | | Net cash used for financing activities | ($5,164) | ($4,956) | | **Net change in cash and cash equivalents** | **$22,638** | **$20,517** | | **Cash and cash equivalents, end of period** | **$39,905** | **$73,730** | [Notes to Consolidated Condensed Financial Statements](index=6&type=section&id=Notes%20to%20Consolidated%20Condensed%20Financial%20Statements) Details accounting policies, segment performance, debt facilities, and significant commitments, noting declines across all business segments - The company has a **$30.0 million** unsecured credit facility maturing in August 2027, with no outstanding principal balance as of March 31, 2025. Remaining borrowing availability was **$7.6 million**[16](index=16&type=chunk) - The company has commitments for new revenue equipment purchases of **$124.3 million** for the remainder of 2025[24](index=24&type=chunk) Segment Operating Income/(Loss) (in thousands) | Segment | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Truckload | $(300) | $489 | | Dedicated | $4,854 | $9,258 | | Intermodal | $(855) | $(194) | | Brokerage | $2,160 | $2,697 | | **Total operating income** | **$5,859** | **$12,250** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=12&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management attributes Q1 2025 revenue and operating income declines to a softened freight market, impacting all segments and worsening the operating ratio, while maintaining strong liquidity - Operating revenue decreased **10.6%** and net income declined **55.1%** in Q1 2025 compared to Q1 2024, primarily due to a softened freight market[54](index=54&type=chunk)[56](index=56&type=chunk) - The consolidated operating ratio worsened to **97.4%** in Q1 2025 from **95.1%** in Q1 2024. Net of fuel surcharges, the ratio increased to **97.0%** from **94.3%**[56](index=56&type=chunk) - The company plans capital expenditures, net of dispositions, of approximately **$107 million** for the remainder of 2025[57](index=57&type=chunk)[86](index=86&type=chunk) [Results of Operations](index=15&type=section&id=Results%20of%20Operations) Detailed analysis reveals broad-based weakness in Q1 2025, with revenue declines across all segments and increased insurance and claims expenses Segment Revenue Changes (Q1 2025 vs Q1 2024, in thousands) | Segment Revenue (Net of Fuel Surcharge) | Q1 2025 | Q1 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Truckload | $90,106 | $95,022 | $(4,916) | (5.2)% | | Dedicated | $62,405 | $71,738 | $(9,333) | (13.0)% | | Intermodal | $10,268 | $13,281 | $(3,013) | (22.7)% | | Brokerage | $33,019 | $35,689 | $(2,670) | (7.5)% | - The Truckload segment's operating ratio increased to **100.3%** from **99.6%** due to higher insurance, depreciation, and maintenance costs[65](index=65&type=chunk) - Insurance and claims expense increased by **$1.7 million (14.8%)** in Q1 2025, primarily due to higher self-insured auto liability claim costs and insurance premiums[76](index=76&type=chunk) - The effective income tax rate rose to **30.2%** from **26.1%** in the prior-year period, mainly due to increases in non-deductible expenses as a percentage of lower projected earnings[80](index=80&type=chunk) [Liquidity and Capital Resources](index=20&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity through cash from operations and an undrawn credit facility, with available funds for share repurchases and planned capital expenditures - Net cash from operating activities was **$36.2 million** in Q1 2025, down from **$45.7 million** in Q1 2024[83](index=83&type=chunk)[85](index=85&type=chunk) - As of March 31, 2025, the company had no outstanding long-term debt and **$7.6 million** in borrowing availability under its credit facility[88](index=88&type=chunk) - The company has a share repurchase program with authorization for up to **$33.2 million** remaining as of March 31, 2025. No shares were repurchased in Q1 2025[84](index=84&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=21&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk.) The primary market risk is diesel fuel price volatility, partially mitigated by surcharges, with a hypothetical **5%** increase impacting Q1 2025 fuel expense by **$1.6 million** - The primary market risk is the price and availability of diesel fuel[93](index=93&type=chunk) - A **5%** increase in the average cost of diesel fuel would have increased fuel expense by **$1.6 million** in Q1 2025[93](index=93&type=chunk) - The company uses fuel surcharge programs to pass through a significant portion of fuel cost increases to customers, but these programs are not fully effective in mitigating all fuel-related price increases[94](index=94&type=chunk) [Item 4. Controls and Procedures](index=22&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management concluded that disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal control over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of March 31, 2025[96](index=96&type=chunk) - No changes occurred during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[96](index=96&type=chunk) PART II. OTHER INFORMATION [Item 1A. Risk Factors](index=22&type=section&id=Item%201A.%20Risk%20Factors.) No material changes to risk factors from the 2024 Annual Report, with an updated emphasis on general economic conditions, trucking capacity, trade policies, and geopolitical events - An updated risk factor highlights dependence on general economic and business factors beyond the company's control[98](index=98&type=chunk) - Specific risks mentioned include excess capacity in the trucking industry, the impact of trade tariffs on shipping volumes and equipment costs, and unpredictable effects of geopolitical conflicts[99](index=99&type=chunk)[100](index=100&type=chunk) [Item 5. Other Information](index=22&type=section&id=Item%205.%20Other%20Information.) No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q1 2025 - No directors or officers adopted or terminated a Rule 10b5-1 trading arrangement in Q1 2025[101](index=101&type=chunk) [Item 6. Exhibits](index=23&type=section&id=Item%206.%20Exhibits.) Lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and financial data in iXBRL format - Filed exhibits include certifications from the CEO (31.1) and CFO (31.2) pursuant to Section 302 of the Sarbanes-Oxley Act[103](index=103&type=chunk) - The report includes financial statements and notes formatted in iXBRL (Exhibit 101)[103](index=103&type=chunk)

Core Insights - Marten Transport, Ltd. (MRTN) reported quarterly earnings of $0.05 per share, matching the Zacks Consensus Estimate, but down from $0.12 per share a year ago [1] - The company posted revenues of $223.15 million for the quarter, missing the Zacks Consensus Estimate by 2.55% and down from $249.67 million year-over-year [2] - Marten Transport shares have declined approximately 14.9% year-to-date, compared to a decline of 8.3% for the S&P 500 [3] Earnings Performance - The company had a surprise of 16.67% in the previous quarter, reporting earnings of $0.07 per share against an expected $0.06 [1] - Over the last four quarters, Marten Transport has only surpassed consensus EPS estimates once [1] Future Outlook - The current consensus EPS estimate for the upcoming quarter is $0.08 on revenues of $236 million, and for the current fiscal year, it is $0.39 on revenues of $949 million [7] - The estimate revisions trend for Marten Transport is mixed, resulting in a Zacks Rank 3 (Hold), indicating expected performance in line with the market [6] Industry Context - The Transportation - Truck industry, to which Marten Transport belongs, is currently ranked in the bottom 4% of over 250 Zacks industries, suggesting potential challenges ahead [8] - Empirical research indicates a strong correlation between near-term stock movements and trends in earnings estimate revisions, which could impact Marten Transport's stock performance [5]

Financial Performance - Marten Transport reported net income of $4.3 million, or $0.05 per diluted share, for Q1 2025, down from $9.6 million, or $0.12 per diluted share, in Q1 2024[2][12]. - Operating revenue decreased to $223.2 million in Q1 2025 from $249.7 million in Q1 2024, representing a decline of 10.6%[3][14]. - Operating income fell to $5.9 million in Q1 2025, down 52.2% from $12.3 million in Q1 2024, with operating expenses as a percentage of revenue increasing to 97.4%[4][14]. - Truckload revenue, net of fuel surcharges, decreased by 5.2% to $90.1 million, while dedicated revenue dropped by 14.8% to $73.6 million[14]. - Net cash provided by operating activities decreased to $36,215,000 from $45,722,000, a decline of 20.5% year-over-year[16]. Market Conditions - The company faced significant pressure from the freight market recession, inflationary operating costs, and reduced freight rates, impacting overall performance[5]. - The company is focused on minimizing the impact of the freight market and positioning operations for organic growth opportunities amid economic volatility[5][7]. Asset and Liability Management - Total current assets increased to $162.5 million as of March 31, 2025, compared to $138.5 million at the end of 2024[10]. - Total liabilities rose to $215.8 million as of March 31, 2025, up from $200.8 million at the end of 2024[10]. Operational Metrics - Truckload segment revenue decreased to $104,391,000 from $111,551,000, a decline of 6.5% year-over-year[16]. - Average revenue per tractor per week in the truckload segment increased to $4,196 from $3,996, a rise of 5.0%[16]. - Dedicated segment revenue decreased to $73,625,000 from $86,460,000, a decline of 15.0% year-over-year[16]. - Intermodal segment revenue decreased to $12,117,000 from $15,972, a decline of 24.0% year-over-year[16]. - Total tractors decreased to 3,040 from 3,406, a reduction of 10.7% year-over-year[16]. - Average age of company tractors increased to 2.0 years from 1.9 years[16]. - Total trailers decreased to 5,331 from 5,619, a reduction of 5.1% year-over-year[16]. - Non-revenue miles percentage in the truckload segment improved to 11.2% from 12.6%[16]. Investment and Growth Strategy - Marten Transport continues to invest in its multifaceted business model, which includes temperature-sensitive and dry truckload services across the U.S., Mexico, and Canada[6]. - Net cash used for investing activities improved to $(8,413,000) from $(20,249,000)[16]. Recognition and Awards - Marten Transport was certified as a TCA Elite Fleet – 2025 Best Place to Drive, highlighting its commitment to driver support and competitive compensation[5].

Revenue Performance - Operating revenue decreased by $167.7 million, or 14.8%, in 2024 compared to 2023, with revenue net of fuel surcharges down by $132.0 million, or 13.6%[137] - Truckload segment revenue, net of fuel surcharges, decreased by 4.6% from 2023, while Dedicated segment revenue fell by 20.3% and Intermodal segment revenue dropped by 34.8%[137] - Operating revenue decreased by $167.7 million, or 14.8%, to $963.7 million in 2024 from $1.131 billion in 2023[145] - Truckload segment revenue decreased by $25.7 million, or 5.5%, to $439.8 million in 2024 from $465.5 million in 2023[147] - Dedicated segment revenue decreased by $89.1 million, or 21.8%, to $319.1 million in 2024 from $408.3 million in 2023[148] - Intermodal segment revenue decreased by $33.3 million, or 36.2%, to $58.8 million in 2024 from $92.1 million in 2023[149] - Brokerage segment revenue decreased by $19.6 million, or 11.8%, to $146.0 million in 2024 from $165.6 million in 2023[150] Income and Expenses - Operating income declined by 63.1% to $33.2 million in 2024 from $90.1 million in 2023, with net income down 61.7% to $26.9 million, or $0.33 per diluted share[139] - Total operating income decreased by $56.9 million, or 63.1%, to $33.2 million in 2024 from $90.1 million in 2023[151] - Net income decreased 61.7% to $26.9 million, or $0.33 per diluted share, in 2024 from $70.4 million, or $0.86 per diluted share, in 2023[160] - Salaries, wages, and benefits decreased by $37.1 million, or 9.8%, in 2024 from 2023[152] - Fuel and fuel taxes decreased by $33.3 million, or 18.5%, in 2024 from 2023[154] - Gain on disposition of revenue equipment was $5.0 million in 2024, down from $13.6 million in 2023[158] Operating Ratios - The operating ratio increased to 96.6% in 2024 from 92.0% in 2023, indicating a rise in operating expenses as a percentage of operating revenue[139] - The consolidated operating ratio increased to 96.6% in 2024 from 92.0% in 2023[151] - Operating income declined 63.1% to $33.2 million in 2024 from $90.1 million in 2023, with an operating ratio of 96.6% in 2024 compared to 92.0% in 2023[159] Capital Expenditures and Cash Flow - Capital expenditures are estimated to be approximately $150 million in 2025, with net cash flows from operating activities of $134.8 million used for new revenue equipment purchases and dividends[140] - Net cash flows provided by operating activities decreased to $134.8 million in 2024 from $164.4 million in 2023 and $219.5 million in 2022[181] - Capital expenditures are estimated to be approximately $150 million in 2025, including commitments to purchase $191.2 million of new revenue equipment[182] Environmental and Operational Investments - The company continues to invest in environmentally sustainable solutions, including the use of auxiliary power units and energy-efficient equipment[142] Fleet and Mileage - Average revenue per tractor per week for the Truckload segment was $4,123 in 2024, down from $4,377 in 2023, while the Dedicated segment saw a decrease to $3,767 from $3,936[144] - Total miles for the Truckload segment increased to 158,985 thousand miles in 2024 from 155,929 thousand miles in 2023, while Dedicated segment total miles decreased to 110,681 thousand miles from 133,163 thousand miles[144] - The average number of tractors in the Truckload segment increased to 1,751 in 2024 from 1,733 in 2023, while the Dedicated segment's average tractors decreased to 1,356 from 1,632[144] Shareholder Returns and Financial Obligations - The company expects to continue paying quarterly cash dividends of $0.06 per share, totaling $19.5 million in both 2024 and 2023[182] - The company has outstanding standby letters of credit totaling $23.1 million as of December 31, 2024, to guarantee settlement of self-insurance claims[189] - The credit agreement effective in August 2022 provides for an unsecured committed credit facility of $30.0 million, maturing in August 2027, with no outstanding principal balance as of December 31, 2024[184] - The company maintains insurance coverage for losses in excess of self-insured retention levels, with total claims reserves of $37.5 million and $40.3 million as of December 31, 2024 and 2023, respectively[189]