8-K

UNITED STATESSECURITIES 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, 2010

MARTEN TRANSPORT, LTD.

(Exact name of registrant as specified in its charter)

Delaware	0-15010	39-1140809
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation)		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 April 20, 2010, the company issued a press release announcing financial results for the quarter ended March 31, 2010.  Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated April 20, 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 April 20, 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: April 21, 2010	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 April 20, 2010 (included herewith).

4

EX-99.1

Exhibit 99.1

MARTEN TRANSPORT ANNOUNCES FIRST QUARTER RESULTS

MONDOVI, Wis., April 20, 2010 (PRNewswire) — Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported net income of $3.9 million, or 18 cents per diluted share, for the first quarter ended March 31, 2010, compared with $4.1 million, or 18 cents per diluted share, for the same quarter of 2009.

Operating revenue, consisting of revenue from truckload and logistics operations, increased 3.2% to $125.8 million in the first quarter of 2010 from $122.0 million in the 2009 quarter primarily due to increased fuel surcharge revenue, which reflects higher fuel prices in the 2010 quarter, and increases in logistics revenue.  Operating revenue, net of fuel surcharges, decreased 2.4% to $108.5 million in the 2010 quarter from $111.2 million in the 2009 quarter.  Operating revenue included fuel surcharges of $17.3 million for the first quarter of 2010, compared with $10.8 million in the 2009 quarter.

Operating expenses increased 3.6% to $118.8 million in the first quarter of 2010 from $114.7 million in the 2009 quarter.  The operating expense increase was primarily due to increases in fuel and fuel taxes and purchased transportation.  Fuel and fuel taxes increased 26.2% to $27.6 million in the first quarter of 2010 from $21.9 million in the 2009 quarter.  This increase was primarily attributable to higher fuel prices in the 2010 quarter.  Purchased transportation increased 22.0% to $27.8 million in the first quarter of 2010 from $22.8 million in the first quarter of 2009, primarily the result of the increase in Marten’s broker and intermodal business.

The operating ratio (operating expenses as a percentage of operating revenue) increased to 94.4% for the first quarter of 2010 from 94.1% for the first quarter of 2009.

Chairman and Chief Executive Officer Randolph L. Marten said, “Despite turmoil in the economy and the exceptionally difficult freight environment, particularly beginning with the second half of last year, we were able to continue our profitable results through disciplined execution of our transformational business strategy.  As the trucking industry begins to experience some slight volume improvements, we believe that we are well-positioned with our ongoing transformation into a multi-faceted business model focused on growth in our regional, intermodal and brokerage business services.

“As evidence of the success of our multi-faceted business model, our logistics revenue, net of intermodal fuel surcharges, grew to $27.6 million in the first quarter of 2010, an increase of 21.7% from $22.7 million for the 2009 quarter.  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.

“We are also pleased to have been again named to the Audit Integrity Top 100 Most Trustworthy Companies as reported by Forbes.com earlier this month.  We are one of only eight companies to be named to the list for the third consecutive year.  The Audit Integrity Top 100 recognizes US exchange-listed companies with market capitalizations of at least $200 million that display the highest corporate integrity as measured by the Audit Integrity Accounting and Governance Risk

rating — a measure of the transparency and reliability of a company’s financial reporting and governance practices.”

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, 2009. 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

	March 31,			December 31,
(In thousands, except share information)	2010			2009
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	4,347		$	5,410
Marketable securities	118			118
Receivables:
Trade, net	48,756			45,434
Other	3,083			4,382
Prepaid expenses and other	10,796			12,328
Deferred income taxes	5,693			5,172
Total current assets	72,793			72,844
Property and equipment:
Revenue equipment, buildings and land, office equipment and other	504,554			491,127
Accumulated depreciation	(144,465		)	(149,670		)
Net property and equipment	360,089			341,457
Other assets	526			537
TOTAL ASSETS	$	433,408		$	414,838
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Checks issued in excess of cash balances	$	923		$	1,671
Accounts payable and accrued liabilities	40,102			31,896
Insurance and claims accruals	18,908			19,222
Current maturities of long-term debt	1,428			1,428
Total current liabilities	61,361			54,217
Long-term debt, less current maturities	7,736			71
Deferred income taxes	84,861			85,643
Total liabilities	153,958			139,931
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; 21,920,575 shares at March 31, 2010, and 21,885,073 shares at December 31, 2009, issued and outstanding	219			219
Additional paid-in capital	76,987			76,477
Retained earnings	200,372			196,480
Total Marten Transport, Ltd. stockholders’ equity	277,578			273,176
Noncontrolling interest	1,872			1,731
Total stockholders’ equity	279,450			274,907
TOTAL LIABILITIES ANDSTOCKHOLDERS’ EQUITY	$	433,408		$	414,838

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months
	Ended March 31,
(In thousands, except per share information)	2010			2009
OPERATING REVENUE	$	125,812		$	121,955
OPERATING EXPENSES (INCOME):
Salaries, wages and benefits	32,402			36,102
Purchased transportation	27,759			22,752
Fuel and fuel taxes	27,593			21,866
Supplies and maintenance	9,010			9,818
Depreciation	13,037			13,433
Operating taxes and licenses	1,505			1,676
Insurance and claims	3,852			5,521
Communications and utilities	813			1,065
Gain on disposition of revenue equipment	(199		)	(471		)
Other	3,006			2,942
Total operating expenses	118,778			114,704
OPERATING INCOME	7,034			7,251
NET INTEREST (INCOME) EXPENSE	(106		)	31
INCOME BEFORE INCOME TAXES	7,140			7,220
Less: Income before income taxes attributable to noncontrolling interest	56			116
INCOME BEFORE INCOME TAXESATTRIBUTABLE TO MARTEN TRANSPORT, LTD.	7,084			7,104
PROVISION FOR INCOME TAXES	3,192			3,051
NET INCOME	$	3,892		$	4,053
BASIC EARNINGS PER COMMON SHARE	$	0.18		$	0.19
DILUTED EARNINGS PER COMMON SHARE	$	0.18		$	0.18

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

							Dollar			Percentage
							Change			Change
	Three Months						Three Months			Three Months
	Ended						Ended			Ended
	March 31,						March 31,			March 31,
(Dollars in thousands)	2010			2009			2010 vs. 2009			2010 vs. 2009
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	80,920		$	88,535		$	(7,615	)	(8.6	)%
Truckload fuel surcharge revenue	15,306			9,837			5,469			55.6
Total Truckload revenue	96,226			98,372			(2,146		)	(2.2	)
Logistics revenue, net of intermodal fuel surcharge revenue	27,570			22,650			4,920			21.7
Intermodal fuel surcharge revenue	2,016			933			1,083			116.1
Total Logistics revenue	29,586			23,583			6,003			25.5
Total operating revenue	$	125,812		$	121,955		$	3,857		3.2	%
Operating income:
Truckload	$	5,225		$	5,833		$	(608	)	(10.4	)%
Logistics	1,809			1,418			391			27.6
Total operating income	$	7,034		$	7,251		$	(217	)	(3.0	)%
Operating ratio:
Truckload	94.6		%	94.1		%				0.5	%
Logistics	93.9			94.0						(0.1	)
Consolidated operating ratio	94.4		%	94.1		%				0.3	%

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

	Three Months
	Ended March 31,
	2010			2009
Truckload Segment:
Revenue (in thousands)	$	96,226		$	98,372
Average truckload revenue, net of fuel surcharges, per tractor per week(1)	$	2,816		$	2,887
Average tractors(1)	2,235			2,385
Average miles per trip	689			824
Non-revenue miles percentage(2)	9.2		%	8.8		%
Total miles — company-employed drivers (in thousands)	48,944			52,112
Total miles — independent contractors (in thousands)	4,500			5,943
Logistics Segment:
Brokerage:
Marten Transport
Revenue (in thousands)	$	10,393		$	7,249
Loads	5,602			3,854
MWL
Revenue (in thousands)	$	8,168		$	7,205
Loads	4,279			3,752
Intermodal:
Revenue (in thousands)	$	11,025		$	9,129
Loads	4,677			3,653
Average tractors	62			55
At March 31, 2010 and March 31, 2009:
Total tractors(1)	2,208			2,449
Average age of company tractors (in years)	2.3			2.2
Total trailers	3,946			4,288
Average age of company trailers (in years)	3.4			3.3
Ratio of trailers to tractors(1)	1.8			1.8

	Three Months
	Ended March 31,
(In thousands)	2010		2009
Net cash provided by operating activities	$	18,677	$	27,350
Net cash used for investing activities	27,066		26,481
Weighted average shares outstanding:
Basic	21,897		21,839
Diluted	21,997		21,960

(1)Includes tractors driven by both company-employed drivers and independent contractors.  Independent contractors provided 147 and 212 tractors as of March 31, 2010, and 2009, respectively.

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