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 20, 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 April 20, 2005, the Company issued a press release announcing financial results for the quarter ended March 31, 2005.  Attached hereto as Exhibit 99.1 is a copy of the Company’s press release dated April 20, 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 April 20, 2005 (included herewith).

2

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 20, 2005	By	/s/ Frank J. Foster
		Franklin J. Foster
		Its: Vice President of Finance

3

MARTEN TRANSPORT, LTD.

FORM 8-K

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated April 20, 2005 (included herewith).

4

EX-99.1

Exhibit 99.1

MARTEN TRANSPORT, LTD. ANNOUNCES

FIRST QUARTER FINANCIAL AND OPERATING RESULTS

NET INCOME INCREASES 76%

MONDOVI, Wis. – April 20, 2005 - Marten Transport, Ltd (Nasdaq/NMS:MRTN) announced today its financial and operating results for the quarter ended March 31, 2005.

Operating revenue for the quarter increased 21.7%, to $102.9 million from $84.5 million for the same quarter of 2004.  Operating revenue included fuel surcharges of $9.7 million, compared with $4.0 million for the same quarter of 2004.  Operating revenue also included revenue from MW Logistics, LLC, a 45% owned affiliate, of $2.9 million for the 2005 quarter, compared with no revenue for the same quarter of 2004.  The company’s freight revenue, which excludes fuel surcharge and MW Logistics revenue, increased 12.2% over the first quarter of 2004.  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 March 31, 2005, net income increased 76.2% to $4.8 million from $2.7 million for the same quarter of 2004.  Net income per diluted share increased to 33 cents from 19 cents for the same quarter of 2004.

Chairman and President Randolph L. Marten said, “We experienced solid revenue growth for the quarter, but as a profit-focused company, I’m especially pleased with our 76.2% increase in net income.  For the quarter, our operating ratio (operating expenses as a percentage of operating income) improved to 92.0%, compared to 94.6% in the first quarter of 2004.

“Our results were driven by a 2.5% increase in average freight revenue per tractor per week, which improved to $2,915 in the 2005 quarter from $2,845 in the 2004 quarter. The improvement in asset productivity helped us overcome the continuing challenges of a tight driver market and high fuel prices.  Pricing was strong as we increased our average freight revenue per total mile 7.4%, to $1.354 in the 2005 quarter from $1.261 in the same quarter of 2004.

“At March 31, our balance sheet reflected approximately $172.8 million in stockholders’ equity and $36.6 million of borrowed debt, for a debt-to-total capitalization ratio of approximately 17.5%.

“We continue to feel good about Marten’s strategy and position in the marketplace.  We expect fleet growth in the range of 5% to 10% and an operating ratio of between 91.0% and 91.5% for the full year of 2005.  In addition, we are increasing our near term investment in the business by accelerating our tractor fleet replacement.  During the quarter, we reduced the average age of our tractor fleet to 1.5 years from 1.7 years in the same quarter of 2004.  Based on our current operating performance, the market for used trucks, our liquidity, and our expectations concerning new engines, we have decided to maintain a relatively new fleet during 2005 and 2006 to allow us significant flexibility in dealing with tractor purchasing in 2007 when the EPA’s next round of diesel emissions reduction directives go into effect.  By maintaining a newer fleet, we expect to save on expenses such as increased equipment costs, potential decreased fuel efficiency, and maintenance.  As a result, we have revised our capital expenditures budget for the year to approximately $88.0 million, net of trades.”

The accounts of MW Logistics, LLC were included in the company’s statements of operations beginning April 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 Thursday, April 21, 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: 5523047.  For additional information on accessing the call and to access any statistical and financial information regarding us that is expected to be 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.

This press release contains forward-looking statements that involve risk, assumptions, and uncertainties that are difficult to predict.  Statements that constitute forward-looking statements are usually identified by words such as “anticipates,” “believes,” “estimates,” “projects,” “expects,” “plans,” “intends,” or similar expressions.  These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Such statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties.  Actual results may differ from those set forth in the forward-looking statements.  The following factors, among others, could cause actual results to differ materially from those in forward-looking statements: excess tractor or trailer capacity in the trucking industry; decreased demand for our services or loss of one or more of our major customers; surplus inventories; recessionary economic cycles and downturns in customers’ business cycles; strikes, work slow downs, or work stoppages at the company, customers, ports, or other shipping related facilities; increases or rapid fluctuations in fuel prices as well as fluctuations in surcharge collection; the volume and terms of diesel purchase commitments; interest rates, fuel taxes, tolls, and license and registration fees; increases in the prices paid for

new revenue equipment and changes in the resale value of our used equipment; increased indebtedness, and associated interest expense, arising from maintaining a new fleet of equipment; shortages in supply of new equipment from manufacturers; increases in compensation for and difficulty in attracting and retaining qualified drivers and independent contractors; elevated experience in the frequency and severity of claims relating to accident, cargo, workers’ compensation, health, and other claims; changes in management’s estimates of liability based upon such experience and development factors; increases in insurance premiums and deductible amounts; 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, including new emissions standards for engines. Readers should review and consider these factors along with the various disclosures by the company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission.

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

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

(In thousands, except share information)	March 31, 2005			December 31, 2004
ASSETS
Current assets:
Cash	$	160		$	—
Marketable securities	166			62
Receivables:
Trade, net	43,741			39,090
Other	9,249			8,372
Prepaid expenses and other	10,505			11,869
Deferred income taxes	3,737			5,856
Total current assets	67,558			65,249
Property and equipment:
Revenue equipment, buildings and land, office equipment and other	312,830			302,765
Accumulated depreciation	(89,701		)	(87,067		)
Net property and equipment	223,129			215,698
Other assets	7,546			7,127
TOTAL ASSETS	$	298,233		$	288,074
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Checks issued in excess of cash balances	$	—		$	2,849
Accounts payable and accrued liabilities	20,068			16,871
Insurance and claims accruals	11,511			13,654
Current maturities of long-term debt	5,117			5,000
Total current liabilities	36,696			38,374
Long-term debt, less current maturities	31,464			25,257
Deferred income taxes	57,261			56,522
Total liabilities	125,421			120,153
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; 14,312,877 shares, at March 31, 2005, and 14,307,027 shares, at December 31, 2004, issued and outstanding	143			143
Additional paid-in capital	70,187			70,111
Retained earnings	102,482			97,667
Total stockholders’ equity	172,812			167,921
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	298,233		$	288,074

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months
	Ended March 31,
(In thousands, except per share information)	2005			2004
OPERATING REVENUE	$	102,906		$	84,530
OPERATING EXPENSES (INCOME):
Salaries, wages and benefits	29,150			25,327
Purchased transportation	19,903			17,683
Fuel and fuel taxes	21,682			14,869
Supplies and maintenance	6,559			6,078
Depreciation	9,068			7,863
Operating taxes and licenses	1,646			1,571
Insurance and claims	4,412			4,405
Communications and utilities	826			801
Gain on disposition of revenue equipment	(879		)	(528		)
Other	2,271			1,872
Total operating expenses	94,638			79,941
OPERATING INCOME	8,268			4,589
OTHER EXPENSES (INCOME):
Interest expense	598			523
Interest income	(367		)	(341		)
INCOME BEFORE INCOME TAXES	8,037			4,407
PROVISION FOR INCOME TAXES	3,222			1,675
NET INCOME	$	4,815		$	2,732
BASIC EARNINGS PER COMMON SHARE	$	0.34		$	0.20
DILUTED EARNINGS PER COMMON SHARE	$	0.33		$	0.19

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

	Three Months Ended March 31,
	2005			2004
For period:
Average operating revenue per total mile	$	1.542		$	1.323
Average freight revenue per total mile (1)	$	1.354		$	1.261
Average miles per tractor(2)	27,673			29,016
Average operating revenue per tractor per week(2)	$	3,319		$	2,987
Average freight revenue per tractor per week(1) (2)	$	2,915		$	2,845
Average miles per trip	982			1,025
Non-revenue miles percentage(3)	7.2		%	6.6		%
Total miles – company-employed drivers (in thousands)	48,620			44,214
Total miles – independent contractors (in thousands)	18,118			19,657
At March 31, 2005, and March 31, 2004:
Total tractors(2)	2,364			2,181
Average age of company tractors (in years)	1.5			1.7
Total trailers	3,270			2,960
Average age of company trailers (in years)	3.1			3.8
Ratio of trailers to tractors(2)	1.4			1.4
Ratio of tractors to non-driver personnel(2)	5.5			5.3

	Three Months Ended March 31,
	2005		2004
(In thousands)
Net cash provided by operating activities	$	12,790	$	8,762
Net cash used for investing activities	16,039		20,194
Weighted average shares outstanding:
Basic	14,309		13,840
Diluted	14,634		14,421

(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 556 and 574 tractors as of March 31, 2005, and 2004, respectively.

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