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, 2010

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):

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

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

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

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

Section 2 — Financial Information

Item 2.02.  Results of Operations and Financial Condition.

On January 26, 2010, the company issued a press release announcing financial results for the quarter and year ended December 31, 2009.  Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated January 26, 2010 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 logistics revenue, net of intermodal fuel surcharge revenue.  The company provided these additional disclosures because management believes removing these sources of revenue provides 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 logistics revenue, net of intermodal fuel surcharge revenue, the most directly comparable GAAP financial measures are operating revenue and logistics revenue, respectively, 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 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 January 26, 2010 (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: January 27, 2009	By	/s/ James J. Hinnendael
		James J. Hinnendael
		Its: Chief Financial Officer

3

MARTEN TRANSPORT, LTD.

FORM 8-K

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated January 26, 2010 (included herewith).

4

EX-99.1

Exhibit 99.1

MARTEN TRANSPORT ANNOUNCES FOURTH QUARTER AND
YEAR END RESULTS

MONDOVI, Wis., January 26, 2010 (GLOBE NEWSWIRE) — Marten Transport, Ltd. (Nasdaq/GS:MRTN) announced today its financial and operating results for the quarter and year ended December 31, 2009.

For the fourth quarter of 2009, net income was $4.3 million, or 19 cents per diluted share, compared with $3.5 million, or 16 cents per diluted share, for the third quarter of 2009 and $5.8 million, or 27 cents per diluted share, for the fourth quarter of 2008.  For 2009, net income was $16.3 million, or 74 cents per diluted share, compared with $18.1 million, or 82 cents per diluted share, for 2008.

Operating revenue, consisting of revenue from truckload and logistics operations, decreased 8.3% to $128.7 million in the fourth quarter of 2009 from $140.4 million in the 2008 quarter and decreased 16.7% to $505.9 million in 2009 from $607.1 million in 2008. Operating revenue, net of fuel surcharge revenue, decreased 4.3% to $112.1 million in the 2009 quarter from $117.1 million in the 2008 quarter and decreased 5.1% to $450.1 million in 2009 from $474.5 million in 2008, primarily due to a decrease in average miles per tractor.  Operating revenue was adversely impacted by the exceptionally challenging operating environment with reduced freight demand, excess capacity and an unprecedented increase in renegotiated shipper bid packages during 2009 resulting in an unfavorable rate environment. The decreases in operating revenue were also due to fuel surcharge revenue decreasing to $16.6 million in the quarter from $23.2 million in the 2008 quarter and to $55.7 million in 2009 from $132.6 million in 2008, caused by significantly lower fuel prices in the 2009 periods.

Operating expenses decreased 7.3% to $120.7 million in the fourth quarter of 2009 from $130.1 million in the 2008 quarter and decreased 17.0% to $476.5 million in 2009 from $574.4 million in 2008. The operating expense decreases were primarily due to decreases in fuel and fuel taxes in 2009, and, to a lesser extent, the 2009 quarter. Fuel and fuel taxes decreased 12.2% to $27.2 million in the fourth quarter of 2009 from $31.0 million in the 2008 quarter and decreased 43.2% to $99.9 million in 2009 from $175.9 million in 2008. This improvement was primarily attributable to significantly lower fuel prices and fewer miles driven in the 2009 periods, and to a continued emphasis on controlling tractor and trailer fuel costs.

Marten’s operating ratio (operating expenses as a percentage of operating revenue) was 93.7% for the fourth quarter of 2009 compared with 92.7% for the same quarter of 2008 and improved to 94.2% for 2009 from 94.6% for 2008.

Chairman and Chief Executive Officer Randolph L. Marten said, “We are encouraged by our increased profitability from this year’s third quarter, despite a 5.3% increase in the average cost of fuel.  We were able to achieve this by improving our average truckload revenue per tractor per week and by our continued progress in managing our operating costs.  We believe that many of the benefits of our strategic initiatives, which include a transformation to a more regional network from our traditional long-haul business and further expansion into the temperature-controlled intermodal market, will be more pronounced as demand increases.  We believe that

this transformation of our services along with our competitive position, cost control emphasis, modern fleet and strong balance sheet position us well for growth.

“Our logistics business continued to expand at a rapid pace. Logistics revenue, net of intermodal fuel surcharges, grew to $27.9 million in the fourth quarter, an increase of 23.5% from $22.6 million for the 2008 quarter. For the year, logistics revenue, net of intermodal fuel surcharges, grew 14.4% to $103.2 million, compared with $90.2 million in 2008. Logistics revenue consists of revenue from our internal brokerage and intermodal operations and revenue associated with our 45% interest in MW Logistics, LLC, a third-party provider of logistics services.

“Lastly, I want to recognize the efforts of our employees, who remain one of Marten’s key strategic strengths and who solidly executed our business model within this difficult economy.”

Marten Transport, with headquarters in Mondovi, Wis., is one of the leading temperature-sensitive truckload carriers in the United States. Marten specializes in transporting and distributing food and other consumer packaged goods that require a temperature-controlled or insulated environment. Marten offers service in the United States, Canada and Mexico, 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, including that the Company is well-positioned for growth. These statements 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 Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. 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, President, and Jim Hinnendael, Chief Financial Officer, of Marten Transport, Ltd., 715-926-4216.

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED BALANCE SHEETS

	December 31,			December 31,
(In thousands, except share information)	2009			2008
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	5,410		$	2,395
Marketable securities	118			2,604
Receivables:
Trade, net	45,434			50,143
Other	4,382			7,385
Prepaid expenses and other	12,328			13,705
Deferred income taxes	5,172			6,140
Total current assets	72,844			82,372
Property and equipment:
Revenue equipment, buildings and land, office equipment and other	491,127			451,172
Accumulated depreciation	(149,670		)	(136,871		)
Net property and equipment	341,457			314,301
Other assets	537			770
TOTAL ASSETS	$	414,838		$	397,443
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Checks issued in excess of cash balances	$	1,671		$	1,807
Accounts payable and accrued liabilities	31,896			32,894
Insurance and claims accruals	19,222			21,386
Current maturities of long-term debt	1,428			1,428
Total current liabilities	54,217			57,515
Long-term debt, less current maturities	71			1,429
Deferred income taxes	85,643			81,048
Total liabilities	139,931			139,992
Stockholders’ equity:
Marten Transport, Ltd. 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; 48,000,000 shares authorized; 21,885,073 shares at December 31, 2009, and 21,830,071 shares at December 31, 2008, issued and outstanding	219			218
Additional paid-in capital	76,477			75,305
Retained earnings	196,480			180,213
Total Marten Transport, Ltd. stockholders’ equity	273,176			255,736
Noncontrolling interest	1,731			1,715
Total stockholders’ equity	274,907			257,451
TOTAL LIABILITIES ANDSTOCKHOLDERS’ EQUITY	$	414,838		$	397,443

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

	Three Months						Year
	Ended December 31,						Ended December 31,
(In thousands, except per share information)	2009			2008			2009			2008
	(Unaudited)			(Unaudited)			(Unaudited)
OPERATING REVENUE	$	128,720		$	140,354		$	505,874		$	607,099
OPERATING EXPENSES (INCOME):
Salaries, wages and benefits	32,634			38,294			138,752			152,616
Purchased transportation	28,700			24,761			106,577			113,175
Fuel and fuel taxes	27,180			30,963			99,898			175,892
Supplies and maintenance	9,217			10,080			38,223			38,378
Depreciation	12,978			13,001			53,069			49,705
Operating taxes and licenses	1,703			1,667			6,672			6,729
Insurance and claims	4,341			7,421			19,896			25,409
Communications and utilities	1,092			1,033			4,170			3,740
Gain on disposition of revenue equipment	(35		)	(225		)	(1,630		)	(2,664		)
Other	2,841			3,092			10,888			11,414
Total operating expenses	120,651			130,087			476,515			574,394
OPERATING INCOME	8,069			10,267			29,359			32,705
OTHER EXPENSES (INCOME):
Interest expense	36			110			169			1,142
Interest income	(23		)	(32		)	(137		)	(184		)
	13			78			32			958
INCOME BEFORE INCOME TAXES	8,056			10,189			29,327			31,747
Less: Income before income taxes attributable to noncontrolling interest	230			198			584			1,120
INCOME BEFORE INCOME TAXESATTRIBUTABLE TO MARTENTRANSPORT, LTD.	7,826			9,991			28,743			30,627
PROVISION FOR INCOME TAXES	3,561			4,169			12,476			12,556
NET INCOME	$	4,265		$	5,822		$	16,267		$	18,071
BASIC EARNINGS PER COMMON SHARE	$	0.19		$	0.27		$	0.74		$	0.83
DILUTED EARNINGS PER COMMON SHARE	$	0.19		$	0.27		$	0.74		$	0.82

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

	Three Months Ended December 31,						Dollar Change Three Months Ended December 31,			Percentage Change Three Months Ended December 31,
(Dollars in thousands)	2009			2008			2009 vs. 2008			2009 vs. 2008
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	84,155		$	94,527		$	(10,372	)	(11.0	)%
Truckload fuel surcharge revenue	14,747			21,414			(6,667		)	(31.1	)
Total Truckload revenue	98,902			115,941			(17,039		)	(14.7	)
Logistics revenue, net of intermodal fuel surcharge revenue	27,929			22,611			5,318			23.5
Intermodal fuel surcharge revenue	1,889			1,802			87			4.8
Total Logistics revenue	29,818			24,413			5,405			22.1
Total operating revenue	$	128,720		$	140,354		$	(11,634	)	(8.3	)%
Operating income:
Truckload	$	6,250		$	9,075		$	(2,825	)	(31.1	)%
Logistics	1,819			1,192			627			52.6
Total operating income	$	8,069		$	10,267		$	(2,198	)	(21.4	)%
Operating ratio:
Truckload	93.7		%	92.2		%				1.6	%
Logistics	93.9			95.1						(1.3	)
Consolidated operating ratio	93.7		%	92.7		%				1.1	%

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

	Year Ended December 31,						Dollar Change Year Ended December 31,			Percentage Change Year Ended December 31,
(Dollars in thousands)	2009			2008			2009 vs. 2008			2009 vs. 2008
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	346,983		$	384,264		$	(37,281	)	(9.7	)%
Truckload fuel surcharge revenue	49,812			123,922			(74,110		)	(59.8	)
Total Truckload revenue	396,795			508,186			(111,391		)	(21.9	)
Logistics revenue, net of intermodal fuel surcharge revenue	103,166			90,194			12,972			14.4
Intermodal fuel surcharge revenue	5,913			8,719			(2,806		)	(32.2	)
Total Logistics revenue	109,079			98,913			10,166			10.3
Total operating revenue	$	505,874		$	607,099		$	(101,225	)	(16.7	)%
Operating income:
Truckload	$	22,827		$	26,055		$	(3,228	)	(12.4	)%
Logistics	6,532			6,650			(118		)	(1.8	)
Total operating income	$	29,359		$	32,705		$	(3,346	)	(10.2	)%
Operating ratio:
Truckload	94.2		%	94.9		%				(0.7	)%
Logistics	94.0			93.3						0.8
Consolidated operating ratio	94.2		%	94.6		%				(0.4	)%

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

	Three MonthsEnded December 31,						YearEnded December 31,
	2009			2008			2009			2008
Truckload Segment:
Revenue (in thousands)	$	98,902		$	115,941		$	396,795		$	508,186
Average truckload revenue, net of fuel surcharges, pertractor per week(1)	$	2,841		$	3,058		$	2,822		$	3,124
Average tractors (1)	2,254			2,352			2,358			2,352
Average miles per trip	706			824			761			853
Non-revenue miles percentage(2)	9.2		%	8.6		%	9.2		%	8.1		%
Total miles — company-employed drivers (in thousands)	50,407			55,249			206,894			222,043
Total miles — independent contractors (in thousands)	5,307			6,023			23,415			32,081
Logistics Segment:
Brokerage:
Marten Transport
Revenue (in thousands)	$	9,897		$	6,381		$	35,014		$	24,746
Loads	5,364			3,146			18,932			11,621
MWL
Revenue (in thousands)	$	8,797		$	8,321		$	32,160		$	37,569
Loads	4,274			4,188			17,868			18,789
Intermodal:
Revenue (in thousands)	$	11,124		$	9,711		$	41,905		$	36,598
Loads	4,852			3,350			18,090			11,513
Average tractors	66			62			62			53
At December 31, 2009, and December 31, 2008:
Total tractors(1)	2,264			2,376
Average age of company tractors (in years)	2.4			2.2
Total trailers	3,958			4,218
Average age of company trailers (in years)	3.4			3.1
Ratio of trailers to tractors(1)	1.7			1.8

	Three MonthsEnded December 31,				YearEnded December 31,
(In thousands)	2009		2008		2009		2008
Net cash provided by operating activities	$	18,479	$	26,810	$	81,686	$	77,044
Net cash used for investing activities	21,055		22,694		77,164		37,602
Weighted average shares outstanding:
Basic	21,885		21,830		21,870		21,787
Diluted	21,987		21,954		21,984		21,931

(1)	Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 177 and 188 tractors as of December 31, 2009, and 2008, respectively.
(2)	Represents the percentage of miles for which the company is not compensated.