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):

January 26, 2005

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition.

On January 26, 2005, the Company issued a press release announcing financial results for the quarter and year ended December 31, 2004.  Attached hereto as Exhibit 99.1 is a copy of the Company’s press release dated January 26, 2005 announcing the Company’s financial results for this period.

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.

Item 9.01. Financial Statements and Exhibits.

(a)Financial Statements of Businesses Acquired.

Not Applicable.

(b)Pro Forma Financial Information.

Not Applicable.

(c)Exhibits.

Exhibit No.	Description
99.1	Press Release dated January 26, 2005 (included herewith).

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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: January 26, 2005	By	/s/ Frank J. Foster
		Franklin J. Foster
		Its: Vice President of Finance

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MARTEN TRANSPORT, LTD.

FORM 8-K

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated January 26, 2005 (included herewith).

4

EX-99.1

Exhibit 99.1

MARTEN TRANSPORT ANNOUNCES

FOURTH QUARTER AND YEAR END RESULTS;

NET INCOME RISES NEARLY 50 PERCENT

MONDOVI, Wis., Jan. 26, 2005 – Marten Transport, Ltd. (Nasdaq/NMS:MRTN) announced today its financial and operating results for the quarter and year ended Dec. 31, 2004.

For the quarter ended Dec. 31, 2004, operating revenue increased 24.0%, to $105.7 million from $85.2 million for the same quarter of 2003.  For the year ended Dec. 31, 2004, operating revenue increased 13.6%, to $380.0 million from $334.7 million for 2003.  Operating revenue included fuel surcharges of $10.5 million and $26.9 million for the quarter and year ended Dec. 31, 2004, compared with $3.1 million and $14.1 million for the quarter and year ended Dec. 31, 2003.  Operating revenue also included revenue from MW Logistics, LLC, a 45% owned affiliate, of $2.3 million for the fourth quarter of 2004 and $7.0 million for the year, compared with no revenue for the similar periods of 2003.  The company’s freight revenue, which excludes fuel surcharge and MW Logistics revenue, increased 13.1% for the quarter and 8.0% for the year.  The company measures revenue, before fuel surcharge and MW Logistics revenue, or “freight revenue,” in addition to operating revenue, because management believes removing these sources of revenue provides a more consistent basis for comparing results of operations from period to period.

For the quarter ended Dec. 31, 2004, net income increased 49.9% to $5.2 million from $3.5 million for the same quarter of 2003.  For the year ended Dec. 31, 2004, net income increased 48.1% to $17.5 million from $11.8 million for 2003.

For the quarter ended Dec. 31, 2004, net income per diluted share increased to 36 cents from 24 cents for the same quarter of 2003.  For the year ended Dec. 31, 2004, net income per diluted share increased to $1.21 from $1.02 for 2003 on a 25.0% increase in diluted shares outstanding as a result of an Aug. 2003 stock offering.  Diluted earnings per share give retroactive effect in all periods to the Company’s three-for-two stock splits in July and Dec. 2003.

Chairman and President Randolph L. Marten said, “I would like to thank everyone at Marten Transport, especially our drivers, for contributing to another year of record operating revenue, net income, and net earnings per diluted share.  Our revenue growth was solid, but Marten is a profit-focused company, so we were especially pleased by a nearly 50% increase in net income.  For the quarter, our operating ratio (operating expenses as a percentage of operating revenue) improved to 89.6% compared with 93.3% for the same quarter last year.  This was our best operating ratio since the fourth quarter of 1994 and contributed to a 91.8% operating ratio for the year.

“The main factor that contributed to our record results was higher average freight revenue per total mile.  A combination of strong freight demand, limited industry-wide truck capacity, and year-end demand by several large customers created a favorable pricing environment.  The favorable environment and superior freight selection and capacity allocation by our sales and operations team contributed to a 12.5% increase in average freight revenue per total mile, to

$1.40 in the 2004 quarter from $1.24 in the 2003 quarter.  Our average freight revenue per tractor per week, our main measure of asset productivity, improved 6.0% to $3,017 in the 2004 quarter from $2,846 in the 2003 quarter.  In the closing weeks of the year we benefited from higher-than-anticipated revenue from special customer freight services, which have a high rate per mile because of the priority nature of the business.  We believe these services increased our average freight revenue per total mile for the quarter by approximately four cents.

“At Dec. 31, our balance sheet reflected approximately $167.9 million in stockholders’ equity and $30.3 million of borrowed debt, which results in a debt-to-total capitalization ratio of approximately 15%.”

Net income and net income per diluted share included a charge of approximately $1.5 million, or $0.10 per diluted share, due to an increase to our deferred income tax liability that was recorded during the fourth quarter.  The Company previously disclosed that this increase to its deferred income tax liability was possible because of a change in its statutory tax rate.

The accounts of MW Logistics, LLC were included in the company’s statements of operations beginning Apr. 1, 2004 in accordance with FASB Interpretation No. 46, as revised.  MW Logistics is a 45% owned affiliate that provides logistics services to the transportation industry.  The company previously accounted for its investment in MW Logistics’ operating results using the equity method of accounting.

Marten Transport will host a conference call on Jan. 27, 2005, at 2:00 p.m. Central Time. The public will be able to listen and participate in the call telephonically by dialing 877-576-2752 and entering the following code: 3406678.  For additional information on accessing the call and to access any statistical and financial information that is discussed during the conference call, please visit our website at www.marten.com.

Marten Transport is one of the leading temperature-sensitive truckload carriers in the United States.  Marten 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.  Marten’s common stock is traded on the Nasdaq National Market under the symbol MRTN.

CONTACT:  Randy Marten, President of Marten Transport, Ltd., 715-926-4216.

MARTEN TRANSPORT, LTD.

Consolidated Balance Sheets

	December 31,
(In thousands, except share information)	2004			2003
ASSETS
Current assets:
Marketable securities	$	62		$	19,219
Receivables:
Trade, less allowances of $909 and $793, respectively	39,090			34,582
Other	8,372			7,337
Prepaid expenses and other	11,869			10,034
Deferred income taxes	5,856			3,048
Total current assets	65,249			74,220
Property and equipment:
Revenue equipment	283,245			247,822
Buildings and land	10,467			8,013
Office equipment and other	9,053			7,667
Less accumulated depreciation	(87,067		)	(93,684		)
Net property and equipment	215,698			169,818
Other assets	7,127			5,557
	$	288,074		$	249,595
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Checks issued in excess of cash balances	$	2,849		$	549
Accounts payable	4,579			3,683
Insurance and claims accruals	13,654			12,052
Accrued liabilities	12,292			13,379
Current maturities of long-term debt	5,000			5,000
Total current liabilities	38,374			34,663
Long-term debt, less current maturities	25,257			22,857
Deferred income taxes	56,522			47,541
Total liabilities	120,153			105,061
Commitments and contingencies
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; 23,000,000 shares authorized; 14,307,027 shares, at December 31, 2004, and 13,759,776 shares, at December 31, 2003, issued and outstanding	143			138
Additional paid-in capital	70,111			64,265
Retained earnings	97,667			80,131
Total stockholders’ equity	167,921			144,534
	$	288,074		$	249,595

MARTEN TRANSPORT, LTD.

Consolidated Statements of Operations

	Three Months Ended December 31,						For the Years Ended December 31,
(In thousands, except per share information)	2004			2003			2004			2003
OPERATING REVENUE	$	105,719		$	85,237		$	380,048		$	334,667
OPERATING EXPENSES (INCOME):
Salaries, wages and benefits	29,083			25,840			107,307			101,023
Purchased transportation	19,895			17,210			77,858			71,133
Fuel and fuel taxes	20,651			14,399			70,912			56,371
Supplies and maintenance	6,421			6,246			25,102			24,838
Depreciation	8,577			7,706			32,757			30,046
Operating taxes and licenses	1,468			1,520			6,303			5,697
Insurance and claims	5,585			4,006			18,604			15,206
Communications and utilities	883			907			3,168			3,326
Gain on disposition of revenue equipment	(499		)	(330		)	(2,221		)	(640		)
Other	2,682			1,987			8,964			7,331
Total operating expenses	94,746			79,491			348,754			314,331
OPERATING INCOME	10,973			5,746			31,294			20,336
OTHER EXPENSES (INCOME):
Interest expense	535			542			2,074			2,753
Interest income	(387		)	(396		)	(1,493		)	(1,517		)
	148			146			581			1,236
INCOME BEFORE INCOME TAXES	10,825			5,600			30,713			19,100
PROVISION FOR INCOME TAXES	5,619			2,128			13,177			7,258
NET INCOME	$	5,206		$	3,472		$	17,536		$	11,842
BASIC EARNINGS PER COMMON SHARE	$	0.37		$	0.25		$	1.25		$	1.07
DILUTED EARNINGS PER COMMON SHARE	$	0.36		$	0.24		$	1.21		$	1.02

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

	Three Months Ended December 31,						Year Ended December 31,
	2004			2003			2004			2003
For period:
Average operating revenue per total mile	$	1.593		$	1.292		$	1.445		$	1.279
Average freight revenue per total mile (1)	$	1.399		$	1.244		$	1.316		$	1.226
Average miles per tractor (2)	28,343			30,058			116,668			120,441
Average operating revenue per tractor per week (2)	$	3,435		$	2,955		$	3,232		$	2,955
Average freight revenue per tractor per week (1) (2)	$	3,017		$	2,846		$	2,944		$	2,831
Average miles per trip	1,011			1,023			1,005			1,008
Non-revenue miles percentage (3)	6.7		%	6.7		%	6.7		%	6.7		%
Total miles – company-employed drivers  (in thousands)	47,818			46,363			185,019			181,254
Total miles – independent contractors  (in thousands)	18,564			19,595			78,054			80,312
At December 31, 2004, and December 31, 2003:
Total tractors (2)	2,283			2,181
Average age of company tractors (in years)	1.4			1.9
Total trailers	3,152			2,835
Average age of company trailers (in years)	3.3			3.9
Ratio of trailers to tractors (2)	1.4			1.3
Ratio of tractors to non-driver personnel (2)	5.6			5.3

	Three Months Ended December 31,				Year Ended December 31,
(In thousands)	2004		2003		2004		2003
Net cash provided by operating activities	$	15,665	$	4,938	$	50,890	$	39,551
Net cash used for investing activities	18,504		13,795		77,986		38,094
Weighted average shares outstanding:
Basic	14,256		13,724		14,058		11,094
Diluted	14,594		14,359		14,510		11,604

(1)   Excludes revenue from fuel surcharges and from MW Logistics, LLC, a 45% owned affiliate whose financial results were consolidated with the company’s effective April 1, 2004, in accordance with FASB Interpretation No. 46, as revised.

(2)   Includes tractors driven by both company-employed drivers and independent contractors.  Independent contractors provided 557 and 585 tractors as of December 31, 2004, and 2003, respectively.

(3)   Represents the percentage of miles for which the company is not compensated.