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 21, 2016

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))

Section 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition.

On April 21, 2016, the company issued a press release announcing financial results for the quarter ended March 31, 2016. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated April 21, 2016 announcing the company’s financial results for this period.

The press release also includes a discussion of diluted earnings per share and net income, net of the gain on the facility disposition; operating revenue, net of fuel surcharge revenue and revenue from the company’s dry container service discontinued in March 2015; operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharge revenue; and operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharge revenue and the gain on the facility disposition. The company provided these additional disclosures because management believes removing these items provide 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 diluted earnings per share, net of the gain on the facility disposition; net income, net of the gain on the facility disposition; operating revenue, net of fuel surcharge revenue and revenue from the company’s dry container service discontinued in March 2015; operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharge revenue; and operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharge revenue and the gain on the facility disposition, the most directly comparable GAAP financial measures are diluted earnings per share, net income, operating revenue, and operating expenses divided by operating revenue, 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.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Marten Transport, Ltd. (“Marten”) entered into that certain Credit Agreement, dated as of August 31, 2006, by and among Marten, with U.S. Bank National Association, as agent (the “Agent”), and certain lenders party thereto (the “Original Agreement”) as modified by amendments dated as of January 1, 2007, November 30, 2007, May 27, 2011, December 10, 2012, December 22, 2014 and November 4, 2015 (collectively, the “Amendments” and, together with the Original Agreement, the “Current Credit Agreement”). Marten previously filed copies of the Original Agreement and the Prior Amendments with the Securities and Exchange Commission.

On April 25, 2016, pursuant to the terms of the Current Credit Agreement, Marten elected to reduce the aggregate revolving credit amount of available borrowings under the Current Credit Agreement from $75,000,000 to $30,000,000.

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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 21, 2016 (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: April 27, 2016	By:	/s/ James J. Hinnendael
		James J. Hinnendael
		Its: Executive Vice President and Chief Financial Officer

2

MARTEN TRANSPORT, LTD.

FORM 8-K

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated April 21, 2016 (included herewith).

3

EX-99.1

Exhibit 99.1

Marten Transport Announces First Quarter Results

MONDOVI, Wis., April 21, 2016 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported net income of $8.2 million, or 25 cents per diluted share, for the quarter ended March 31, 2016.  Net income improved 2.4% over 2015 first quarter earnings of $8.0 million, or 24 cents per diluted share, excluding a $3.7 million gain on the disposition of a facility.  Net income for the 2015 quarter, including the gain, was $10.2 million, or 30 cents per diluted share.  The disposition was part of Marten’s ongoing program to expand and update the footprint of its facilities. 

Operating revenue, net of both fuel surcharges and revenue from the Company’s dry container service discontinued in March 2015, improved 8.9%, to $151.9 million, for the first quarter of 2016 from $139.4 million for the first quarter of 2015.  Operating revenue increased to $161.9 million for the 2016 quarter from $161.3 million for the 2015 quarter, despite substantially lower fuel surcharges due to decreased fuel prices in 2016.  Fuel surcharge revenue decreased to $10.0 million for the first quarter of 2016 from $20.6 million for the 2015 quarter.

Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, was 90.7% for the first quarter of 2016.  The operating ratio, net of both the gain on the facility disposition and fuel surcharges, was 90.3% for the first quarter of 2015.

Chairman and Chief Executive Officer Randolph L. Marten said, “In the face of pricing pressures and a soft freight market since last year’s second quarter, we have continued to demonstrate disciplined execution of our unique, multifaceted and diverse business model.  We successfully grew our average number of truckload and dedicated tractors by 384 tractors, or 16.5%, year over year, and paid off our December 31, 2015 debt balance of $37.9 million during the quarter.  We believe that we are well-positioned to profitably capitalize on further growth opportunities within each of our transportation service platforms in 2016.”

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.  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, 2015.  The Company undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

	March 31,			December 31,
(In thousands, except share information)	2016			2015
ASSETS
Current assets:
Cash and cash equivalents	$	1,156		$	434
Receivables:
Trade, net		65,285			70,597
Other		4,719			10,885
Prepaid expenses and other		16,829			18,134
Total current assets		87,989			100,050
Property and equipment:
Revenue equipment, buildings and land, office equipment and other		723,457			724,597
Accumulated depreciation		(204,410	)		(196,588	)
Net property and equipment		519,047			528,009
Other assets		3,356			3,469
Total assets	$	610,392		$	631,528
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	44,431		$	33,641
Insurance and claims accruals		17,105			16,235
Total current liabilities		61,536			49,876
Long-term debt		-			37,867
Deferred income taxes		138,044			134,364
Total liabilities		199,580			222,107
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;
96,000,000 shares authorized; 32,419,481 shares at March 31, 2016, and 32,759,806 shares at December 31, 2015, issued and outstanding		324			328
Additional paid-in capital		70,481			76,468
Retained earnings		340,007			332,625
Total stockholders’ equity		410,812			409,421
Total liabilities and stockholders’ equity	$	610,392		$	631,528

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months
	Ended March 31,
(In thousands, except per share information)	2016			2015
Operating revenue	$	161,929		$	161,287
Operating expenses (income):
Salaries, wages and benefits		54,830			48,808
Purchased transportation		28,035			29,504
Fuel and fuel taxes		19,630			26,476
Supplies and maintenance		10,499			10,442
Depreciation		20,047			17,827
Operating taxes and licenses		2,185			1,876
Insurance and claims		7,355			8,090
Communications and utilities		1,620			1,528
Gain on disposition of revenue equipment		(1,434	)		(1,161	)
Gain on disposition of facility		-			(3,712	)
Other		5,037			4,298
Total operating expenses		147,804			143,976
Operating income		14,125			17,311
Other		215			15
Income before income taxes		13,910			17,296
Provision for income taxes		5,717			7,108
Net income	$	8,193		$	10,188
Basic earnings per common share	$	0.25		$	0.30
Diluted earnings per common share	$	0.25		$	0.30
Dividends declared per common share	$	0.025		$	0.025

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)	2016			2015			2016 vs. 2015			2016 vs. 2015
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	82,942		$	86,811		$	(3,869	)		(4.5	)%
Truckload fuel surcharge revenue		7,112			14,590			(7,478	)		(51.3	)
Total Truckload revenue		90,054			101,401			(11,347	)		(11.2	)
Dedicated revenue, net of fuel surcharge revenue		35,510			19,863			15,647			78.8
Dedicated fuel surcharge revenue		1,587			2,591			(1,004	)		(38.7	)
Total Dedicated revenue		37,097			22,454			14,643			65.2
Intermodal revenue, net of fuel surcharge revenue		15,854			17,019			(1,165	)		(6.8	)
Intermodal fuel surcharge revenue		1,347			3,373			(2,026	)		(60.1	)
Total Intermodal revenue		17,201			20,392			(3,191	)		(15.6	)
Brokerage revenue		17,577			17,040			537			3.2
Total operating revenue	$	161,929		$	161,287		$	642			0.4	%
Operating income:
Truckload	$	6,940		$	9,602		$	(2,662	)		(27.7	)%
Dedicated		4,324			2,004			2,320			115.8
Intermodal		1,929			1,251			678			54.2
Brokerage		932			742			190			25.6
Total operating income before gain on disposition of facility		14,125			13,599			526			3.9
Gain on disposition of facility		-			3,712			(3,712	)		(100.0	)
Total operating income	$	14,125		$	17,311		$	(3,186	)		(18.4	)%
Operating ratio:
Truckload		92.3	%		90.5	%
Dedicated		88.3			91.1
Intermodal		88.8			93.9
Brokerage		94.7			95.6
Consolidated operating ratio before gain on disposition of facility		91.3	%		91.6	%
Consolidated operating ratio		91.3	%		89.3	%

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

	Three Months
	Ended March 31,
	2016			2015
Truckload Segment:
Revenue (in thousands)	$	90,054		$	101,401
Average revenue, net of fuel surcharges, per tractor per week(1)	$	3,366		$	3,606
Average tractors(1)		1,896			1,872
Average miles per trip		642			705
Non-revenue miles percentage(2)		9.6	%		9.2	%
Total miles (in thousands)		44,471			47,530
Dedicated Segment:
Revenue (in thousands)	$	37,097		$	22,454
Average revenue, net of fuel surcharges, per tractor per week(1)	$	3,375		$	3,442
Average tractors(1)		809			449
Average miles per trip		314			375
Non-revenue miles percentage(2)		0.8	%		2.3	%
Total miles (in thousands)		18,521			11,075
Intermodal Segment:
Revenue (in thousands)	$	17,201		$	20,392
Loads		8,696			9,367
Average tractors		76			96
Brokerage Segment:
Revenue (in thousands)	$	17,577		$	17,040
Loads		12,951			10,850
At March 31, 2016 and March 31, 2015:
Total tractors(1)		2,784			2,422
Average age of company tractors (in years)		1.6			1.8
Total trailers		4,725			4,327
Average age of company trailers (in years)		2.7			2.6
Ratio of trailers to tractors(1)		1.7			1.8

	Three Months
	Ended March 31,
(In thousands)	2016		2015
Net cash provided by operating activities	$	55,065	$	53,162
Net cash used for investing activities		9,553		6,762
Net cash used for financing activities		44,790		24, 823
Weighted average shares outstanding:
Basic		32,454		33,458
Diluted		32,639		33,761

(1) Includes tractors driven by both company-employed drivers and independent contractors.  Independent contractors provided 79 and 54 tractors as of March 31, 2016 and 2015, respectively.               

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

CONTACTS:

Tim Kohl, President, and

Jim Hinnendael, Executive Vice President and

Chief Financial Officer,

of Marten Transport, Ltd.,

715-926-4216.