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):

October 20, 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 October 20, 2016, the company issued a press release announcing financial results for the quarter ended September 30, 2016. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated October 20, 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; 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; 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.

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 October 20, 2016 (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: October 20, 2016	By /s/ James J. Hinnendael           James J. Hinnendael      Its: Executive Vice President and      Chief Financial Officer

3

MARTEN TRANSPORT, LTD.

FORM 8-K

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated October 20, 2016 (included herewith).

4

EX-99.1

Exhibit 99.1

MARTEN TRANSPORT ANNOUNCES THIRD QUARTER RESULTS

MONDOVI, Wis., October 20, 2016 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported net income of $8.4 million, or 26 cents per diluted share, for the third quarter ended September 30, 2016, compared with $8.4 million, or 25 cents per diluted share, for the third quarter of 2015. For the nine-month period ended September 30, 2016, net income was $25.2 million, or 77 cents per diluted share. Net income for the first nine months of 2015 was $27.0 million, or 80 cents per diluted share, and, excluding a $3.7 million facility disposition gain, was $24.8 million, or 73 cents per diluted share.

Operating revenue was $170.5 million for the third quarter of 2016 compared with $171.3 million for the third quarter of 2015, and increased to $498.5 million for the first nine months of 2016 from $496.2 million for the first nine months of 2015, despite substantially lower fuel surcharges due to decreased fuel prices in 2016. Operating revenue, net of fuel surcharges, improved 1.2% to $155.8 million for the 2016 quarter from $154.0 million for the 2015 quarter, and increased 5.0% to $460.5 million for the 2016 nine-month period from $438.6 million for the 2015 nine-month period. Fuel surcharge revenue decreased to $14.7 million for the third quarter of 2016 from $17.4 million for the 2015 quarter, and decreased to $37.9 million for the 2016 nine-month period from $57.6 million for the 2015 nine-month period.

Operating expenses as a percentage of operating revenue improved to 91.3% for the third quarter of 2016 from 91.6% for the third quarter of 2015. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, improved to 90.5% for the third quarter of 2016 from 90.7% for the third quarter of 2015.

Operating expenses as a percentage of operating revenue was 91.2% for the first nine months of 2016 and 90.8% for the first nine months of 2015. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, was 90.5% for the 2016 nine-month period. The operating ratio, net of both fuel surcharges and the gain on the facility disposition, was 90.4% for the 2015 nine-month period.

Chairman and Chief Executive Officer Randolph L. Marten said, “The balanced strength of our multifaceted and diverse business model and the smart, disciplined work of our people drove increased results despite a continued soft freight market with excess capacity, which we expect to continue into 2017. This quarter we achieved our sixth consecutive year-over-year increase in quarterly profitability within each of our dedicated, intermodal and brokerage segments. We successfully grew our average number of truckload and dedicated tractors by 283 tractors, or 11.6%, in this year’s first nine months over the first nine months of 2015. We believe that we are well-positioned to capitalize on further profitable growth opportunities with our unique business model.”

Marten Transport, with headquarters in Mondovi, Wis., is one of the leading temperature-sensitive truckload carriers in the United States, specializing in transporting and distributing food and other consumer packaged goods that require a temperature-controlled or insulated environment. Marten’s dry freight services are expanding, with 891 dry trailers operating as of September 30, 2016. 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 include our discussion of the Company’s prospects for future growth and 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.

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

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

	September 30,			December 31,
(In thousands, except share information)	2016			2015
ASSETS
Current assets:
Cash and cash equivalents	$	175		$	434
Receivables:
Trade, net		69,874			70,597
Other		3,939			10,885
Prepaid expenses and other		16,715			18,134
Total current assets		90,703			100,050
Property and equipment:
Revenue equipment, buildings and land, office equipment and other		754,448			724,597
Accumulated depreciation		(202,092	)		(196,588	)
Net property and equipment		552,356			528,009
Other assets		2,881			3,469
Total assets	$	645,940		$	631,528
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	46,121		$	33,641
Insurance and claims accruals		17,761			16,235
Checks issued in excess of cash balances		199			-
Total current liabilities		64,081			49,876
Long-term debt		8,549			37,867
Deferred income taxes		144,610			134,364
Total liabilities		217,240			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; 32,571,400 shares at September 30, 2016, and 32,759,806 shares at December 31, 2015, issued and outstanding		326			328
Additional paid-in capital		73,024			76,468
Retained earnings		355,350			332,625
Total stockholders’ equity		428,700			409,421
Total liabilities and stockholders’ equity	$	645,940		$	631,528

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
(In thousands, except per share information)	2016			2015			2016			2015
Operating revenue	$	170,464		$	171,346		$	498,483		$	496,221
Operating expenses (income):
Salaries, wages and benefits		57,090			55,129			168,116			154,901
Purchased transportation		27,775			30,756			81,997			88,343
Fuel and fuel taxes		24,845			26,556			68,405			81,313
Supplies and maintenance		11,618			11,351			33,025			32,735
Depreciation		20,790			19,331			61,205			55,469
Operating taxes and licenses		2,297			2,295			6,732			6,185
Insurance and claims		8,194			7,105			23,245			21,973
Communications and utilities		1,584			1,431			4,701			4,347
Gain on disposition of revenue equipment		(3,325	)		(1,895	)		(7,462	)		(4,843	)
Gain on disposition of facility		-			-			-			(3,712	)
Other		4,727			4,933			14,749			13,684
Total operating expenses		155,595			156,992			454,713			450,395
Operating income		14,869			14,354			43,770			45,826
Other		342			126			794			147
Income before income taxes		14,527			14,228			42,976			45,679
Provision for income taxes		6,090			5,818			17,815			18,724
Net income	$	8,437		$	8,410		$	25,161		$	26,955
Basic earnings per common share	$	0.26		$	0.25		$	0.77		$	0.80
Diluted earnings per common share	$	0.26		$	0.25		$	0.77		$	0.80
Dividends declared per common share	$	0.025		$	0.025		$	0.075		$	0.075

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

							Dollar			Percentage
							Change			Change
	Three Months						Three Months			Three Months
	Ended						Ended			Ended
	September 30,						September 30,			September 30,
(Dollars in thousands)	2016			2015			2016 vs. 2015			2016 vs. 2015
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	85,469		$	86,594		$	(1,125	)		(1.3	)%
Truckload fuel surcharge revenue		9,726			11,777			(2,051	)		(17.4	)
Total Truckload revenue		95,195			98,371			(3,176	)		(3.2	)
Dedicated revenue, net of fuel surcharge revenue		37,669			31,477			6,192			19.7
Dedicated fuel surcharge revenue		2,967			2,937			30			1.0
Total Dedicated revenue		40,636			34,414			6,222			18.1
Intermodal revenue, net of fuel surcharge revenue		16,381			17,158			(777	)		(4.5	)
Intermodal fuel surcharge revenue		1,979			2,673			(694	)		(26.0	)
Total Intermodal revenue		18,360			19,831			(1,471	)		(7.4	)
Brokerage revenue		16,273			18,730			(2,457	)		(13.1	)
Total operating revenue	$	170,464		$	171,346		$	(882	)		(0.5	)%
Operating income:
Truckload	$	6,509		$	8,204		$	(1,695	)		(20.7	)%
Dedicated		5,505			3,929			1,576			40.1
Intermodal		1,645			1,152			493			42.8
Brokerage		1,210			1,069			141			13.2
Total operating income	$	14,869		$	14,354		$	515			3.6	%
Operating ratio:
Truckload		93.2	%		91.7	%
Dedicated		86.5			88.6
Intermodal		91.0			94.2
Brokerage		92.6			94.3
Consolidated operating ratio		91.3	%		91.6	%

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

							Dollar			Percentage
							Change			Change
	Nine Months						Nine Months			Nine Months
	Ended						Ended			Ended
	September 30,						September 30,			September 30,
(Dollars in thousands)	2016			2015			2016 vs. 2015			2016 vs. 2015
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	253,514		$	262,227		$	(8,713	)		(3.3	)%
Truckload fuel surcharge revenue		25,771			40,296			(14,525	)		(36.0	)
Total Truckload revenue		279,285			302,523			(23,238	)		(7.7	)
Dedicated revenue, net of fuel surcharge revenue		109,833			73,941			35,892			48.5
Dedicated fuel surcharge revenue		7,175			8,331			(1,156	)		(13.9	)
Total Dedicated revenue		117,008			82,272			34,736			42.2
Intermodal revenue, net of fuel surcharge revenue		48,353			50,278			(1,925	)		(3.8	)
Intermodal fuel surcharge revenue		4,990			8,991			(4,001	)		(44.5	)
Total Intermodal revenue		53,343			59,269			(5,926	)		(10.0	)
Brokerage revenue		48,847			52,157			(3,310	)		(6.3	)
Total operating revenue	$	498,483		$	496,221		$	2,262			0.5	%
Operating income:
Truckload	$	20,400		$	27,614		$	(7,214	)		(26.1	)%
Dedicated		14,963			8,496			6,467			76.1
Intermodal		5,396			3,372			2,024			60.0
Brokerage		3,011			2,632			379			14.4
Total operating income before gain on disposition of facility		43,770			42,114			1,656			3.9
Gain on disposition of facility		-			3,712			(3,712	)		(100.0	)
Total operating income	$	43,770		$	45,826		$	(2,056	)		(4.5	)%
Operating ratio:
Truckload		92.7	%		90.9	%
Dedicated		87.2			89.7
Intermodal		89.9			94.3
Brokerage		93.8			95.0
Consolidated operating ratio before gain on disposition of facility		91.2	%		91.5	%
Consolidated operating ratio		91.2	%		90.8	%

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2016			2015			2016			2015
Truckload Segment:
Revenue (in thousands)	$	95,195		$	98,371		$	279,285		$	302,523
Average revenue, net of fuel surcharges, per tractor per week(1)	$	3,440		$	3,492		$	3,417		$	3,573
Average tractors(1)		1,890			1,887			1,896			1,882
Average miles per trip		617			643			628			675
Non-revenue miles percentage(2)		9.2	%		9.3	%		9.3	%		9.3	%
Total miles (in thousands)		46,734			45,811			137,495			141,170
Dedicated Segment:
Revenue (in thousands)	$	40,636		$	34,414		$	117,008		$	82,272
Average revenue, net of fuel surcharges, per tractor per week(1)	$	3,471		$	3,416		$	3,426		$	3,446
Average tractors(1)		826			701			819			550
Average miles per trip		295			341			304			358
Non-revenue miles percentage(2)		0.7	%		1.2	%		0.8	%		1.6	%
Total miles (in thousands)		19,035			16,533			56,507			39,882
Intermodal Segment:
Revenue (in thousands)	$	18,360		$	19,831		$	53,343		$	59,269
Loads		9,223			9,531			26,674			27,765
Average tractors		75			86			76			91
Brokerage Segment:
Revenue (in thousands)	$	16,273		$	18,730		$	48,847		$	52,157
Loads		12,416			13,208			36,795			34,832
At September 30, 2016 and September 30, 2015:
Total tractors(1)		2,770			2,685
Average age of company tractors (in years)		1.5			1.5
Total trailers		4,880			4,511
Average age of company trailers (in years)		2.7			2.6
Ratio of trailers to tractors(1)		1.8			1.7

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
(In thousands)	2016			2015			2016			2015
Net cash provided by operating activities	$	24,020		$	29,646		$	104,141		$	101,422
Net cash (used for) investing activities		(29,164	)		(60,191	)		(68,842	)		(103,526	)
Net cash provided by (used for) financing activities		5,111			26,191			(35,558	)		2,126
Weighted average shares outstanding:
Basic		32,531			33,622			32,476			33,555
Diluted		32,715			33,846			32,653			33,816

(1)	Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 72 and 64 tractors as of September 30, 2016 and 2015, respectively.
(2)	Represents the percentage of miles for which the company is not compensated.