8-K

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 25, 2003

MARTEN TRANSPORT, LTD.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 0-15010
(Commission File Number) 39-1140809
(I.R.S. Employer
Identification No.)

129 Marten Street, Mondovi, WI
(Address of principal executive offices) 54755
(Zip Code)

Registrant’s telephone number, including area code:
(715) 926-4216

Not applicable
(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	ITEM 1. CHANGES IN CONTROL OF REGISTRANT
	ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
	ITEM 3. BANKRUPTCY OR RECEIVERSHIP
	ITEM 4. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
	ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
	ITEM 6. RESIGNATIONS OF REGISTRANT’S DIRECTORS
	ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
	ITEM 8. CHANGE IN FISCAL YEAR
	ITEM 9. REGULATION FD DISCLOSURE
SIGNATURE
EXHIBIT INDEX
EX-99.1 Press Release

ITEM 1. CHANGES IN CONTROL OF REGISTRANT

     Not applicable.

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

     Not applicable.

ITEM 3. BANKRUPTCY OR RECEIVERSHIP

     Not applicable.

ITEM 4. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

     Not applicable.

ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE

     Not applicable.

ITEM 6. RESIGNATIONS OF REGISTRANT’S DIRECTORS

     Not applicable.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

     (c)  Exhibits.

EXHIBIT
NUMBER	EXHIBIT TITLE
99.1	Marten Transport, Ltd. press release announcing financial results for the quarter and six months ended June 30, 2003, as well as the filing of a registration statement and the filing of a proxy statement for a special stockholders’ meeting.

ITEM 8. CHANGE IN FISCAL YEAR

     Not applicable.

ITEM 9. REGULATION FD DISCLOSURE

     The following information regarding the press release of Marten Transport, Ltd. (the “Company”) announcing its financial results for the quarter and six months ended June 30, 2003, as well as the filing of a registration statement and the filing of a proxy statement for a special stockholders’ meeting, is intended to be furnished under Item 12, “Results of Operations and Financial Condition,” but is instead being furnished pursuant to Item 9 in accordance with the interim guidance contained in Securities Exchange Commission Release No. 33-8216. 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.

     On July 25, 2003, the Company issued a press release (the “Press Release”) announcing its financial results for the quarter and six months ended June 30, 2003, as well as the filing of a registration statement and the filing of a proxy statement for a special stockholders’ meeting. A copy of the Press Release is attached to this report as Exhibit 99.1.

     The information in this report and the exhibit hereto may contain “forward-looking statements” that are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995 and otherwise may be protected. Such statements are made based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those anticipated by forward-looking statements. Please refer to the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.

SIGNATURE

     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 hereunto duly authorized.

	MARTEN TRANSPORT, LTD.
Date: July 25, 2003	/s/ Frank J. Foster Frank J. Foster Vice President of Finance

EXHIBIT INDEX

99.1 Marten Transport, Ltd. press release announcing financial results for the quarter and six months ended June 30, 2003, as well as the filing of a registration statement and the filing of a proxy statement for a special stockholders’ meeting.

EX-99.1 3 c78526exv99w1.htm EX-99.1 PRESS RELEASE

EXHIBIT 99.1

MARTEN TRANSPORT, LTD. ANNOUNCES SECOND QUARTER FINANCIAL RESULTS, FILING OF REGISTRATION STATEMENT, AND FILING OF A PROXY STATEMENT FOR SPECIAL STOCKHOLDERS’ MEETING

MONDOVI, Wis., July 25, 2003/PR Newswire/ – Marten Transport, Ltd. (Nasdaq/NMS:MRTN) announced today its financial results for the quarter and six months ended June 30, 2003, as well as the filing of a registration statement and the filing of a proxy statement for a special stockholders’ meeting.

For the quarter ended June 30, 2003, operating revenue increased 13.7%, to $84.2 million from $74.0 million for the same quarter of 2002. For the six months ended June 30, 2003, operating revenue increased 15.1%, to $163.5 million from $142.0 million for the same period of 2002. Operating revenue included fuel surcharges of $3.7 million and $7.9 million for the quarter and six months ended June 30, 2003, compared with $1.2 million and $1.4 million for the quarter and six months ended June 30, 2002. Excluding fuel surcharge revenue, the increase in revenue was 10.6% for the quarter and 10.7% for the six months. The Company measures revenue, before fuel surcharges, or “freight revenue,” in addition to operating revenue, because management believes removing this sometimes volatile source of revenue affords a more consistent basis for comparing results of operations from period to period.

For the quarter ended June 30, 2003, net income increased 24.5%, to $3.5 million from $2.8 million for the same quarter of 2002. For the six months ended June 30, 2003, net income increased 39.8%, to $4.9 million from $3.5 million for the same period of 2002.

For the quarter ended June 30, 2003, net income per diluted share increased 20%, to $0.53 from $0.44 for the same quarter of 2002. For the six months ended June 30, 2003, net income per diluted share increased 39%, to $0.75 from $0.54 for the same period of 2002. Diluted earnings per share give retroactive effect in all periods to the Company’s three-for-two stock split effected in the form of a 50% stock dividend paid on July 24, 2003.

Chairman and President Randolph L. Marten stated, “Marten’s financial results improved during the second quarter as a result of stronger shipping demand, disciplined execution by our operations personnel, and continued cost control efforts. Average operating revenue per tractor per week increased to $3,004 from $2,913 in the second quarter of 2002. Average freight revenue per tractor per week increased to $2,872 from $2,864 in the second quarter of 2002. Our operating ratio (operating expenses as a percentage of operating revenue) improved to 92.8% for the quarter compared with 93.0% for the same quarter last year. Excluding fuel surcharges from both revenue and fuel expense, our operating ratio would have been 92.5% in the 2003 quarter and 92.9% in the 2002 quarter.”

In other news, the Company announced that it filed today a registration statement on Form S-2 with the Securities and Exchange Commission. The registration statement covers the offer of up to 3,000,000 shares of the Company’s common stock, plus an additional 450,000 shares subject to an over-allotment option in favor of the underwriters. Of the shares covered by the filing, it is anticipated that 2,475,000 shares will be offered by the Company and 525,000 shares will be offered by the selling stockholders, including 375,000 shares by Chairman and President Randolph L. Marten. It is anticipated that the over-allotment option, if exercised by the underwriters, will be sold equally by the Company and the selling stockholders.

A registration statement relating to the securities has been filed with the Securities and Exchange Commission, but has not yet become effective. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. When available, copies of the preliminary prospectus relating to the offering may be obtained from the offices of Stephens Inc., 111 Center Street, Little Rock, Arkansas 72201.

The Company also announced that it has filed a proxy statement with the Securities and Exchange Commission on Schedule 14A for a special meeting of stockholders that is scheduled for August 11, 2003. The sole purpose of the meeting is to approve an Amended and Restated Certificate of Incorporation that: creates a new class of capital stock designated as preferred stock; increases the aggregate number of shares of capital stock the Company has the authority to issue from 10,000,000 shares consisting solely of common stock to 25,000,000 shares, consisting of 23,000,000 shares of common stock, $.01 par value, and 2,000,000 shares of undesignated preferred stock, $.01 par value; and gives the Company’s board of directors the power to designate and create one or more series of preferred stock out of such authorized preferred stock.

The Company will host a conference call on Monday, July 28, at 3:30 p.m. Central Time. The public will be able to listen and participate in the conference telephonically by dialing 877-576-2752 and entering the following code: 1962428. For additional information on accessing the call and for statistical and financial information regarding the Company that is expected to be discussed during the conference call, please visit our website at www.marten.com.

Marten Transport, Ltd. is one of the leading temperature-sensitive truckload carriers in the United States. The Company specializes in transporting food and other consumer packaged goods that require a temperature-sensitive or insulated environment. Marten offers nationwide service, concentrating on expedited movements for high-volume customers. The Company’s common stock is traded on the Nasdaq National Market under the symbol MRTN.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that constitute forward-looking statements are usually identified by words such as “anticipates,” “believes,” “estimates,” “projects,” “expects,” or similar expressions. Such statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant assumptions, risks, and uncertainties. The following factors, among others, could cause actual results to differ materially from those in forward-looking statements: excess capacity in the trucking industry; surplus

inventories; recessionary economic cycles and downturns in customers’ business cycles; a decrease in shipping activity with the Company by one or more major customers; increases or rapid fluctuations in fuel prices, interest rates, fuel taxes, tolls, and license and registration fees; volatility in the resale value of the Company’s used equipment and the price of new equipment; increases in compensation for and difficulty in attracting and retaining qualified drivers and independent contractors; the frequency and severity of accidents and increases in insurance premiums and deductible amounts relating to accident, cargo, workers’ compensation, health, and other claims; seasonal factors such as harsh weather conditions that increase operating costs; competition from trucking, rail, and intermodal competitors; and regulatory requirements that increase costs or decrease efficiency. Readers should review and consider the various disclosures made by the Company in its press releases, stockholder reports, and public filings, as well as the factors explained in greater detail in the Company’s annual report on Form 10-K.

CONTACT: Tom Langenfeld of BlueFire Partners for Marten Transport, Ltd., 612-344-1038, or Randy Marten, President of Marten Transport, Ltd., 715-926-4216

MARTEN TRANSPORT, LTD.

CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

			Three Months						Six Months
			Ended June 30,						Ended June 30,
			2003			2002			2003			2002
(In thousands, except per share information)
OPERATING REVENUE			$	84,206		$	74,031		$	163,527		$	142,029
OPERATING EXPENSES (INCOME):
	Salaries, wages and benefits			25,278			22,228			48,958			44,670
	Purchased transportation			18,053			17,169			35,817			32,248
	Fuel and fuel taxes			13,379			10,054			27,719			19,837
	Supplies and maintenance			6,147			5,571			12,089			10,508
	Depreciation			7,435			6,796			14,724			13,658
	Operating taxes and licenses			1,372			1,212			2,771			2,416
	Insurance and claims			3,723			3,337			7,418			6,787
	Communications and utilities			793			751			1,594			1,462
	Gain on disposition of revenue equipment			(69	)		(15	)		(156	)		(73	)
	Other			2,052			1,759			3,894			3,511
		Total operating expenses		78,163			68,862			154,828			135,024
OPERATING INCOME				6,043			5,169			8,699			7,005
OTHER EXPENSES (INCOME):
	Interest expense			752			888			1,532			1,840
	Interest income			(414	)		(301	)		(791	)		(528	)
INCOME BEFORE INCOME TAXES				5,705			4,582			7,958			5,693
PROVISION FOR INCOME TAXES				2,168			1,741			3,024			2,163
NET INCOME			$	3,537		$	2,841		$	4,934		$	3,530
BASIC EARNINGS PER COMMON SHARE(1)			$	0.55		$	0.45		$	0.77		$	0.56
DILUTED EARNINGS PER COMMON SHARE(1)			$	0.53		$	0.44		$	0.75		$	0.54

(1) Basic and diluted earnings per share reflect the Company’s three-for-two stock split effected in the form of a 50% stock dividend paid on July 24, 2003.

MARTEN TRANSPORT, LTD.

CONDENSED BALANCE SHEETS
(Unaudited)

					June 30,			December 31,
					2003			2002
(In thousands, except share and per share information)
ASSETS
	Current assets:
		Receivables:
			Trade, net		$	32,469		$	30,627
			Other			4,947			6,561
		Prepaid expenses and other				7,265			7,832
		Deferred income taxes				4,434			4,311
				Total current assets		49,115			49,331
	Property and equipment:
		Revenue equipment, buildings and land, office equipment, and other				257,634			248,831
		Accumulated depreciation				(98,228	)		(89,003	)
				Net property and equipment		159,406			159,828
	Other assets					5,527			6,859
				TOTAL ASSETS	$	214,048		$	216,018
LIABILITIES AND STOCKHOLDERS’ EQUITY
	Current liabilities:
		Checks issued in excess of cash balances			$	624		$	130
		Accounts payable and accrued liabilities				16,699			15,544
		Insurance and claims accruals				13,207			12,915
		Current maturities of long-term debt				5,000			3,571
				Total current liabilities		35,530			32,160
	Long-term debt, less current maturities					45,829			60,058
	Deferred income taxes					47,783			44,580
				Total liabilities		129,142			136,798
	Stockholders’ equity:
		Common stock, $.01 par value per share, 10,000,000 shares authorized, 6,433,342 and 6,362,992 shares issued and outstanding(1)				64			63
		Additional paid-in capital				11,573			10,822
		Retained earnings				73,269			68,335
				Total stockholders’ equity		84,906			79,220
				TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	214,048		$	216,018

(1) Shares outstanding reflect the Company’s three-for-two stock split effected in the form of a 50% stock dividend paid on July 24, 2003.

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS
(Unaudited)

		Three Months						Six Months
		Ended June 30,						Ended June 30,
		2003			2002			2003			2002
Operating Statistics:
For period:
	Average operating revenue per total mile	$	1.27		$	1.23		$	1.27		$	1.22
	Average freight revenue per total mile (1)	$	1.22		$	1.21		$	1.21		$	1.21
	Average miles per tractor (2)		30,733			30,668			59,554			59,878
	Average operating revenue per tractor per week (2)	$	3,004		$	2,913		$	2,936		$	2,822
	Average freight revenue per tractor per week (1)(2)	$	2,872		$	2,864		$	2,794		$	2,793
	Average miles per trip		1,004			956			1,000			963
	Non-revenue miles percentage (3)		6.3	%		6.5	%		6.6	%		6.7	%
At June 30, 2002, and June 30, 2003:
	Total tractors (2)		2,153			1,969
	Average age of company tractors (in years)		2.1			2.0
	Total trailers		2,821			2,713
	Average age of company trailers (in years)		3.9			3.8
	Ratio of trailers to tractors (2)		1.3			1.4
	Ratio of tractors to non-driver personnel (2)		5.4			5.4

	Three Months				Six Months
	Ended June 30,				Ended June 30,
	2003		2002		2003		2002
(In thousands)
Net Cash Provided by Operating Activities	$	14,349	$	12,058	$	24,368	$	16,779
Net Cash Used for Investing Activities		5,193		3,772		12,814		6,349

(1)	Excludes fuel surcharge revenue.
(2)	Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 601 and 599 tractors as of June 30, 2003, and 2002, respectively.
(3)	Represents the percentage of miles for which the Company is not compensated.

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EX-99.1

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