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):

July 23, 2007 

____________________

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):

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

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

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

[   ] 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 July 23, 2007, the company issued a press release announcing financial results for the quarter ended June 30, 2007.  Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated July 23, 2007 announcing the company’s financial results for this period.

The press release includes a discussion of revenue, net of fuel surcharges.  The company provided this additional disclosure because management believes removing this source of revenue provides a more consistent basis for comparing results of operations from period to period.  This financial measure in the press release has 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 most directly comparable GAAP financial measures.

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 July 23, 2007 (included herewith).

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: July 24, 2007                                                                By  /s/ James J. Hinnendael                                                                  

James J. Hinnendael

Its: Chief Financial Officer

MARTEN TRANSPORT, LTD.

FORM 8-K

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated July 23, 2007 (included herewith).

EX-99

Exhibit 99.1

MARTEN TRANSPORT, LTD. ANNOUNCES

SECOND QUARTER FINANCIAL AND OPERATING RESULTS

MONDOVI, Wis., July 23, 2007 – Marten Transport, Ltd. (Nasdaq/GS:MRTN) announced today its financial and operating results for the quarter ended June 30, 2007.

Operating revenue, consisting of revenue from truckload and logistics operations, increased 5.3% to $138.8 million in the second quarter of 2007 from $131.9 million in the 2006 quarter.  For the six-month period of 2007, operating revenue increased 7.5% to $270.2 million from $251.4 million for the 2006 period.  Truckload revenue increased 1.2% to $123.7 million from $122.2 million in the 2006 quarter.  For the six-month period of 2007, truckload revenue increased 2.9% to $241.9 million from $235.1 million for the 2006 period.  Logistics revenue, which consists of revenue from brokerage and intermodal operations, increased 57% to $15.1 million from $9.6 million in the 2006 quarter.  For the six-month period of 2007, logistics revenue increased 74% to $28.4 million from $16.3 million for the 2006 period.

Operating revenue included fuel surcharges of $21.1 million and $38.5 million for the second quarter and six-month period of 2007, compared with $20.9 million and $36.9 million for the second quarter and six-month period of 2006.  Operating revenue, net of fuel surcharges, increased 6.1% to $117.7 million in the 2007 quarter and 8.0% to $231.7 million in the 2007 six-month period.

For the second quarter ended June 30, 2007, net income decreased to $4.3 million, or 20 cents per diluted share, from $7.5 million, or 34 cents per diluted share, for the same quarter of 2006.  For the six-month period of 2007, net income decreased to $8.9 million, or 41 cents per diluted share, from $12.6 million, or 57 cents per diluted share, for the 2006 period.  The second quarter and six-month period of 2006 included a one-time tax benefit of approximately $875,000, or 4 cents per diluted share.

Chairman, President and Chief Executive Officer Randolph L. Marten said, “During the quarter we continued to execute our program of providing excellent service to our customers with moderate fleet growth.  The freight environment was challenging, however, which caused downward pressure on freight rates, fewer miles per tractor and increased non-revenue miles.  As a result, average truckload revenue per tractor per week, net of fuel surcharges, decreased 3.4% to $3,108 from $3,216 in the second quarter of 2006.  Average truckload revenue, net of fuel surcharges, per total mile decreased slightly to $1.470 from $1.472 in the second quarter of 2006 while average miles per tractor decreased 3.2%.

“From a growth perspective, our average truckload tractor fleet increased 5.1% over the 2006 quarter.  Logistics revenue increased $5.5 million, or 57%, on a relatively small base. Logistics revenue consists of revenue from our internal brokerage and intermodal operations and from revenue associated with our 45% interest in MW Logistics, LLC, a third-party provider of logistics services.

“We continued to closely scrutinize our costs during the quarter.  Even with an increase in revenue, we were able to improve our tractor to non-driver personnel ratio to 5.2 from 5.0 in the second quarter of 2006.  Despite increased personnel efficiency, our overall cost structure increased.  The two main items contributing to the increase were reduced tractor productivity, which less effectively covered fixed costs, and an increase in net fuel expense.

“Our average cost of fuel during the second quarter of 2007 was $2.73 compared with $2.75 in the second quarter of 2006.  Our net fuel expense increased, however, primarily due to increased non-revenue miles, which we are accustomed to seeing in times of challenging freight demand.

“As in recent quarters, the percentage of independent contractors in our fleet declined and our truckload costs continued a shift toward wages, fuel, maintenance, and other expenses associated with company-owned equipment.  The increase in salaries, wages and benefits was primarily due to a 4.2% increase in the number of miles driven by company drivers and an increase in health insurance costs of $517,000 versus the second quarter of 2006. Purchased transportation increased as the impact of fewer independent contractors was more than offset by increases associated with the growth in our logistics operations.

“As expected, our gain on sale of revenue equipment was lower in the second quarter of 2007 than in the second quarter of 2006 given our planned decrease in the number of revenue equipment dispositions.  Increases in supplies and maintenance as well as insurance and claims also contributed to increased operating expenses in the second quarter.

“Our operating ratio (operating expenses as a percentage of operating revenue) was 94.2% for the second quarter of 2007 compared with 91.0% for the second quarter of 2006.  Netting fuel surcharges against fuel expense, as many of our peers discuss, would have produced an operating ratio of 93.2% for the second quarter of 2007 compared with 89.4% for the second quarter of 2006.

“At June 30, 2007, our balance sheet reflected approximately $230.7 million in stockholders’ equity and $62.8 million in borrowed debt, for a debt-to-capitalization ratio of approximately 21.4%.”

Looking forward at the balance of 2007, Mr. Marten offered the following comments:  “As

previously stated, it remains our long term goal to grow revenue and earnings at approximately a 10% compounded annual rate.  Over the past several years, our revenue has grown somewhat less than 10% and our earnings per share have grown in excess of 13%.  Under the current freight environment, we expect continued growth, yet difficulty for the remainder of 2007 in reaching double-digit revenue growth or improved earnings per share versus the second half of 2006.”

Marten Transport, with headquarters in Mondovi, Wis., 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 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. Such statements may be identified by their use of terms or phrases such as “expects,” “estimates,” “projects,” “believes,” “anticipates,” “plans,” “intends,” and similar terms and phrases. Forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. In this release, forward-looking statements involve, among other things, our expected growth in revenue and earnings per share. The following factors, among others, could cause actual results to differ materially from those in forward-looking statements: the risk that our perception of the cyclicality of the markets we primarily serve is incorrect or there are recessionary economic cycles and downturns in customers' business cycles; increases in the prices paid for new revenue equipment and changes in the resale value of our used equipment causing our gain on disposition to fluctuate; excess tractor or trailer capacity in the trucking industry; decreased demand for our services or loss of one or more of our major customers; our ability to maintain profitability in or continue to grow our logistics business; surplus inventories; 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; 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 and the adoption of ultra-low sulfur diesel fuel. 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.

CONTACTS: Randy Marten, Chairman, President and Chief Executive Officer, and Jim Hinnendael, Chief Financial Officer, of Marten Transport, Ltd., 715-926-4216.

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

	June 30,			December 31,
(In thousands, except share information)	2007			2006
ASSETS
Current assets:
Cash		$4,058			$2,988
Marketable securities		300			300
Receivables:
Trade, net		54,779			48,005
Other		6,442			6,458
Prepaid expenses and other		12,270			14,227
Deferred income taxes		5,126			4,532
Total current assets		82,975			76,510
Property and equipment:
Revenue equipment, buildings and land,
office equipment and other		438,996			428,729
Accumulated depreciation		(109,895	)		(98,841	)
Net property and equipment		329,101			329,888
Other assets		3,185			4,424
TOTAL ASSETS		$415,261			$410,822
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Checks issued in excess of cash balances		$92			$804
Accounts payable and accrued liabilities		26,869			37,545
Insurance and claims accruals		16,281			16,073
Current maturities of long-term debt		5,000			5,000
Total current liabilities		48,242			59,422
Long-term debt, less current maturities		57,823			53,659
Deferred income taxes		77,421			75,835
Total liabilities		183,486			188,916
Minority interest		1,052			913
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; 21,811,837 shares
at June 30, 2007, and 21,764,773 shares at
December 31, 2006, issued and outstanding		218			218
Additional paid-in capital		74,393			73,601
Retained earnings		156,112			147,174
Total stockholders' equity		230,723			220,993
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY		$415,261			$410,822

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months						Six Months
	Ended June 30,						Ended June 30,
(In thousands, except per share information)	2007			2006			2007			2006
OPERATING REVENUE		$138,821			$131,862			$270,237			$251,417
OPERATING EXPENSES (INCOME):
Salaries, wages and benefits		38,565			35,820			76,978			70,239
Purchased transportation		24,679			21,712			46,499			40,880
Fuel and fuel taxes		37,126			35,350			69,938			64,934
Supplies and maintenance		8,966			8,131			17,916			16,006
Depreciation		11,727			10,892			23,450			21,566
Operating taxes and licenses		1,726			1,832			3,425			3,651
Insurance and claims		5,376			4,665			10,846			9,972
Communications and utilities		970			857			1,910			1,738
Gain on disposition of revenue
equipment		(1,268	)		(1,699	)		(2,448	)		(3,740	)
Other		2,913			2,490			5,292			5,370
Total operating expenses		130,780			120,050			253,806			230,616
OPERATING INCOME		8,041			11,812			16,431			20,801
OTHER EXPENSES (INCOME):
Interest expense		1,042			913			2,121			1,755
Interest income and other		(126	)		(303	)		(345	)		(601	)
Minority interest		79			242			229			350
		995			852			2,005			1,504
INCOME BEFORE INCOME TAXES		7,046			10,960			14,426			19,297
PROVISION FOR INCOME TAXES		2,702			3,420			5,488			6,704
NET INCOME		$4,344			$7,540			$8,938			$12,593
BASIC EARNINGS PER COMMON SHARE		$0.20			$0.35			$0.41			$0.58
DILUTED EARNINGS PER COMMON SHARE		$0.20			$0.34			$0.41			$0.57

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Dollars in thousands)

							Dollar Change			Percentage Change
	Three Months Ended June 30,						Three Months Ended June 30,			Three Months Ended June 30,
	2007			2006			2007 vs. 2006			2007 vs. 2006
Operating revenue:
Truckload revenue, net of fuel surcharge            revenue		$103,354			$101,823			$ 1,531			1.5	%
Truckload fuel surcharge revenue		20,357			20,415			(58	)		(0.3	)
Total Truckload revenue		123,711			122,238			1,473			1.2
Logistics revenue, net of intermodal fuel           surcharge revenue		14,388			9,167			5,221			57.0
Intermodal fuel surcharge revenue		722			457			265			58.0
Total Logistics revenue		15,110			9,624			5,486			57.0
Total operating revenue		$138,821			$131,862			$ 6,959			5.3	%
Operating income:
Truckload		$ 7,065			$ 10,921			$(3,856	)		(35.3	)%
Logistics		976			891			85			9.5
Total operating income		$ 8,041			$ 11,812			$(3,771	)		(31.9	)%
Operating ratio:
Truckload		94.3	%		91.1	%					(3.5	)%
Logistics		93.5			90.7						(3.1	)
Consolidated operating ratio		94.2	%		91.0	%					(3.5	)%

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Dollars in thousands)

							Dollar Change			Percentage Change
	Six Months Ended June 30,						Six Months Ended June 30,			Six Months Ended June 30,
	2007			2006			2007 vs. 2006			2007 vs. 2006
Operating revenue:
Truckload revenue, net of fuel surcharge            revenue		$204,631			$198,896			$ 5,735			2.9	%
Truckload fuel surcharge revenue		37,227			36,208			1,019			2.8
Total Truckload revenue		241,858			235,104			6,754			2.9
Logistics revenue, net of intermodal fuel           surcharge revenue		27,100			15,602			11,498			73.7
Intermodal fuel surcharge revenue		1,279			711			568			80.0
Total Logistics revenue		28,379			16,313			12,066			74.0
Total operating revenue		$270,237			$251,417			$ 18,820			7.5	%
Operating income:
Truckload		$ 14,412			$ 19,343			$(4,931	)		(25.5	)%
Logistics		2,019			1,458			561			38.5
Total operating income		$ 16,431			$ 20,801			$(4,370	)		(21.0	)%
Operating ratio:
Truckload		94.0	%		91.8	%					(2.4	)%
Logistics		92.9			91.1						(2.0	)
Consolidated operating ratio		93.9	%		91.7	%					(2.4	)%

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Truckload Segment:
Average truckload revenue, net of fuel surcharges, per        total mile		$ 1.470			$ 1.472			$ 1.474			$ 1.460
Average miles per tractor(1)		27,494			28,407			54,081			54,631
Average truckload revenue, net of fuel surcharges, per    tractor per week(1)		$ 3,108			$ 3,216			$ 3,083			$ 3,085
Average tractors (1)		2,558			2,435			2,567			2,493
Average miles per trip		911			927			926			940
Non-revenue miles percentage(2)		7.8	%		7.4	%		7.7	%		7.5	%
Total miles – company-employed drivers (in thousands)		58,361			56,016			115,529			109,460
Total miles – independent contractors (in thousands)		11,968			13,164			23,297			26,742
							`
Logistics Segment:
Brokerage:
Revenue (in thousands)		$10,376			$ 6,632			$19,425			$11,694
Loads		5,657			4,007			10,405			7,125
Intermodal:
Revenue (in thousands)		$ 4,734			$ 2,992			$ 8,954			$ 4,619
Loads		1,528			994			2,914			1,531
Average tractors		26			20			25			15
At June 30, 2007, and June 30, 2006:
Total tractors(1)		2,552			2,501
Average age of company tractors (in years)		1.7			1.4
Total trailers		3,934			3,708
Average age of company trailers (in years)		2.3			2.3
Ratio of trailers to tractors(1)		1.5			1.5
Ratio of tractors to non-driver personnel(1)		5.2			5.0

	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2007		2006		2007		2006
Net cash provided by operating activities		$12,656		$18,298		$29,494		$30,730
Net cash used for investing activities		4,447		12,429		32,347		37,856
Weighted average shares outstanding:
Basic		21,789		21,747		21,778		21,711
Diluted		21,971		21,963		21,962		21,958

___________________________

(1)	Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 368 and 388 tractors as of June 30, 2007, and 2006, respectively.
(2)	Represents the percentage of miles for which the company is not compensated.