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, 2017

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 January 26, 2017, the company issued a press release announcing financial results for the quarter and year ended December 31, 2016. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated January 26, 2017 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 7 – Regulation FD

Item 7.01.     Regulation FD Disclosure.

Representatives of Marten Transport, Ltd. make presentations at investor conferences and in other forums, and these presentations may include the information contained in Exhibit 99.2 attached to this current report on Form 8-K. A copy of the presentation slides containing such information that may be disclosed by Marten is attached as Exhibit 99.2 to this report and the information set forth therein is incorporated herein by reference and constitutes a part of this report. Marten expects to disclose the information contained in Exhibit 99.2, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others during 2017.

Marten is furnishing the information contained in Exhibit 99.2 pursuant to Regulation FD and Item 7.01 of Form 8-K. The information in Exhibit 99.2 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

The information contained in Exhibit 99.2 is summary information that is intended to be considered in the context of Marten’s SEC filings and other public announcements that Marten may make, by press release or otherwise, from time to time. Marten undertakes no duty or obligation to publicly update or revise the information contained in Exhibit 99.2, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. By filing this current report on Form 8-K and furnishing this information, Marten makes no admission as to the materiality of any information contained in this report, including Exhibit 99.2.

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, 2017 (included herewith).
99.2	Investor presentation slides used by Marten Transport, Ltd. (furnished 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: January 27, 2017	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 January 27, 2017 (included herewith).
99.2	Investor presentation slides used by Marten Transport, Ltd. (furnished herewith).

3

EX-99.1

Exhibit 99.1

MARTEN TRANSPORT ANNOUNCES FOURTH QUARTER AND YEAR END RESULTS

MONDOVI, Wis., January 26, 2017 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported net income of $8.3 million, or 25 cents per diluted share, for the fourth quarter of 2016 compared with $8.8 million, or 26 cents per diluted share, for the fourth quarter of 2015. Net income was $33.5 million, or $1.02 per diluted share, for the year ended December 31, 2016 compared with $35.7 million, or $1.06 per diluted share, for 2015. Results for 2015 included a gain on the disposition of facilities of $392,000 for the fourth quarter and $4.1 million for the year. Net income improved to $33.5 million in 2016 from $33.3 million, or 99 cents per diluted share, in 2015 excluding the facilities gain.

Operating revenue improved 2.3% to $172.7 million for the fourth quarter of 2016 from $168.8 million for the fourth quarter of 2015, and improved 0.9% to $671.1 million for 2016 from $665.0 million for 2015, despite lower fuel surcharges due to decreased fuel prices in 2016. Operating revenue, net of fuel surcharges, improved 2.2% to $157.4 million for the 2016 quarter from $154.0 million for the 2015 quarter, and increased 4.3% to $617.9 million for 2016 from $592.6 million for 2015. Fuel surcharge revenue increased to $15.3 million for the fourth quarter of 2016 from $14.7 million for the 2015 quarter, and decreased 26.4% to $53.2 million for 2016 from $72.3 million for 2015.

Operating expenses as a percentage of operating revenue was 91.6% for the fourth quarter of 2016 and 91.0% for the fourth quarter of 2015. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, was 90.8% for the fourth quarter of 2016. The operating ratio, net of both fuel surcharges and the gain on the facility disposition, was 90.4% for the fourth quarter of 2015.

Operating expenses as a percentage of operating revenue was 91.3% for 2016 and 90.8% for 2015. Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, was 90.6% for 2016. The operating ratio, net of both fuel surcharges and the gain on the facility dispositions, was 90.4% for 2015.

Chairman and Chief Executive Officer Randolph L. Marten said, “Despite persistent softness in the freight market, which has challenged our truckload segment, we have continued to demonstrate the strength of our unique multifaceted business model by achieving our eighth consecutive year-over-year increase in quarterly operating income within each of our dedicated, intermodal and brokerage segments. We increased our average number of truckload and dedicated tractors by 226 tractors, or 9.1%, in 2016 over 2015 with the expansion of our dedicated operations. We remain confident in our ability to profitably capitalize on growth opportunities across all of our business units with our competitive position, cost control emphasis, modern fleet and strong balance sheet.”

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 921 dry trailers operating as of December 31, 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)

	December 31,			December 31,
(In thousands, except share information)	2016			2015
ASSETS
Current assets:
Cash and cash equivalents	$	488		$	434
Receivables:
Trade, net		69,199			70,597
Other		4,436			10,885
Prepaid expenses and other		19,307			18,134
Total current assets		93,430			100,050
Property and equipment:
Revenue equipment, buildings and land, office equipment and other		759,553			724,597
Accumulated depreciation		(201,728	)		(196,588	)
Net property and equipment		557,825			528,009
Other assets		2,493			3,469
Total assets	$	653,748		$	631,528
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	41,230		$	33,641
Insurance and claims accruals		19,440			16,235
Total current liabilities		60,670			49,876
Long-term debt		7,886			37,867
Deferred income taxes		147,854			134,364
Total liabilities		216,410			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; 32,634,915 shares at December 31, 2016, and 32,759,806 shares at December 31, 2015, issued and outstanding		326			328
Additional paid-in capital		74,175			76,468
Retained earnings		362,837			332,625
Total stockholders’ equity		437,338			409,421
Total liabilities and stockholders’ equity	$	653,748		$	631,528

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months						Year
	Ended December 31,						Ended December 31,
(In thousands, except per share information)	2016			2015			2016			2015
Operating revenue	$	172,661		$	168,773		$	671,144		$	664,994
Operating expenses (income):
Salaries, wages and benefits		56,711			54,554			224,827			209,455
Purchased transportation		28,722			29,687			110,719			118,030
Fuel and fuel taxes		25,670			23,269			94,075			104,582
Supplies and maintenance		10,887			10,584			43,912			43,319
Depreciation		21,240			19,854			82,445			75,323
Operating taxes and licenses		2,367			2,729			9,099			8,914
Insurance and claims		8,978			7,279			32,223			29,252
Communications and utilities		1,586			1,539			6,287			5,886
Gain on disposition of revenue equipment		(3,040	)		(741	)		(10,502	)		(5,584	)
Gain on disposition of facilities		-			(392	)		-			(4,104	)
Other		5,007			5,174			19,756			18,858
Total operating expenses		158,128			153,536			612,841			603,931
Operating income		14,533			15,237			58,303			61,063
Other		443			225			1,237			372
Income before income taxes		14,090			15,012			57,066			60,691
Provision for income taxes		5,787			6,222			23,602			24,946
Net income	$	8,303		$	8,790		$	33,464		$	35,745
Basic earnings per common share	$	0.25		$	0.26		$	1.03		$	1.07
Diluted earnings per common share	$	0.25		$	0.26		$	1.02		$	1.06
Dividends declared per common share	$	0.025		$	0.025		$	0.10		$	0.10

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

							Dollar			Percentage
							Change			Change
	Three Months						Three Months			Three Months
	Ended						Ended			Ended
	December 31,						December 31,			December 31,
(Dollars in thousands)	2016			2015			2016 vs. 2015			2016 vs. 2015
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	86,453		$	85,874		$	579			0.7	%
Truckload fuel surcharge revenue		10,113			9,964			149			1.5
Total Truckload revenue		96,566			95,838			728			0.8
Dedicated revenue, net of fuel surcharge revenue		37,174			33,323			3,851			11.6
Dedicated fuel surcharge revenue		3,188			2,677			511			19.1
Total Dedicated revenue		40,362			36,000			4,362			12.1
Intermodal revenue, net of fuel surcharge revenue		16,155			15,599			556			3.6
Intermodal fuel surcharge revenue		1,992			2,090			(98	)		(4.7	)
Total Intermodal revenue		18,147			17,689			458			2.6
Brokerage revenue		17,586			19,246			(1,660	)		(8.6	)
Total operating revenue	$	172,661		$	168,773		$	3,888			2.3	%
Operating income:
Truckload	$	7,038		$	7,903		$	(865	)		(10.9	)%
Dedicated		4,587			4,322			265			6.1
Intermodal		1,735			1,460			275			18.8
Brokerage		1,173			1,160			13			1.1
Total operating income before gain on disposition of facilities		14,533			14,845			(312	)		(2.1	)
Gain on disposition of facilities		-			392			(392	)		(100.0	)
Total operating income	$	14,533		$	15,237		$	(704	)		(4.6	)%
Operating ratio:
Truckload		92.7	%		91.8	%
Dedicated		88.6			88.0
Intermodal		90.4			91.7
Brokerage		93.3			94.0
Consolidated operating ratio before gain on disposition of facilities		91.6	%		91.2	%
Consolidated operating ratio		91.6	%		91.0	%

MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

							Dollar			Percentage
							Change			Change
	Year						Year			Year
	Ended						Ended			Ended
	December 31,						December 31,			December 31,
(Dollars in thousands)	2016			2015			2016 vs. 2015			2016 vs. 2015
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	339,967		$	348,101		$	(8,134	)		(2.3	)%
Truckload fuel surcharge revenue		35,884			50,260			(14,376	)		(28.6	)
Total Truckload revenue		375,851			398,361			(22,510	)		(5.7	)
Dedicated revenue, net of fuel surcharge revenue		147,007			107,264			39,743			37.1
Dedicated fuel surcharge revenue		10,363			11,008			(645	)		(5.9	)
Total Dedicated revenue		157,370			118,272			39,098			33.1
Intermodal revenue, net of fuel surcharge revenue		64,508			65,877			(1,369	)		(2.1	)
Intermodal fuel surcharge revenue		6,982			11,081			(4,099	)		(37.0	)
Total Intermodal revenue		71,490			76,958			(5,468	)		(7.1	)
Brokerage revenue		66,433			71,403			(4,970	)		(7.0	)
Total operating revenue	$	671,144		$	664,994		$	6,150			0.9	%
Operating income:
Truckload	$	27,438		$	35,517		$	(8,079	)		(22.7	)%
Dedicated		19,550			12,818			6,732			52.5
Intermodal		7,131			4,832			2,299			47.6
Brokerage		4,184			3,792			392			10.3
Total operating income before gain on disposition of facilities		58,303			56,959			1,344			2.4
Gain on disposition of facilities		-			4,104			(4,104	)		(100.0	)
Total operating income	$	58,303		$	61,063		$	(2,760	)		(4.5	)%
Operating ratio:
Truckload		92.7	%		91.1	%
Dedicated		87.6			89.2
Intermodal		90.0			93.7
Brokerage		93.7			94.7
Consolidated operating ratio before gain on disposition of facilities		91.3	%		91.4	%
Consolidated operating ratio		91.3	%		90.8	%

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

	Three Months						Year
	Ended December 31,						Ended December 31,
	2016			2015			2016			2015
Truckload Segment:
Revenue (in thousands)	$	96,566		$	95,838		$	375,851		$	398,361
Average revenue, net of fuel surcharges, per tractor per week(1)	$	3,456		$	3,400		$	3,427		$	3,529
Average tractors(1)		1,903			1,921			1,898			1,892
Average miles per trip		608			639			623			666
Non-revenue miles percentage(2)		9.1	%		9.4	%		9.2	%		9.4	%
Total miles (in thousands)		46,786			45,098			184,281			186,268
Dedicated Segment:
Revenue (in thousands)	$	40,362		$	36,000		$	157,370		$	118,272
Average revenue, net of fuel surcharges, per tractor per week(1)	$	3,448		$	3,405		$	3,432		$	3,433
Average tractors(1)		820			745			819			599
Average miles per trip		295			324			301			347
Non-revenue miles percentage(2)		0.8	%		1.5	%		0.8	%		1.6	%
Total miles (in thousands)		18,826			17,499			75,333			57,381
Intermodal Segment:
Revenue (in thousands)	$	18,147		$	17,689		$	71,490		$	76,958
Loads		9,273			8,639			35,947			36,404
Average tractors		76			82			76			89
Brokerage Segment:
Revenue (in thousands)	$	17,586		$	19,246		$	66,433		$	71,403
Loads		12,926			13,228			49,721			48,060
At December 31, 2016 and December 31, 2015:
Total tractors(1)		2,785			2,740
Average age of company tractors (in years)		1.4			1.5
Total trailers		4,854			4,700
Average age of company trailers (in years)		2.7			2.6
Ratio of trailers to tractors(1)		1.7			1.7

	Three Months						Year
	Ended December 31,						Ended December 31,
(In thousands)	2016			2015			2016			2015
Net cash provided by operating activities	$	29,425		$	26,816		$	133,566		$	128,238
Net cash (used for) investing activities		(28,448	)		(21,555	)		(97,290	)		(125,081	)
Net cash (used for) financing activities		(664	)		(4,972	)		(36,222	)		(2,846	)
Weighted average shares outstanding:
Basic		32,598			33,248			32,506			33,477
Diluted		32,770			33,434			32,677			33,715

(1) Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 68 and 65 tractors as of December 31, 2016 and 2015, respectively.          

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

EX-99.2

Exhibit 99.2