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 25, 2018

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition.

On January 25, 2018, the company issued a press release announcing financial results for the quarter and year ended December 31, 2017. Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated January 25, 2018 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 a deferred income taxes benefit; operating revenue, net of fuel surcharge revenue; and operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharge revenue. 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 a deferred income taxes benefit; net income, net of the deferred income taxes benefit; operating revenue, net of fuel surcharge revenue; and operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharge revenue, 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 2018.

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 25, 2018 (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 26, 2018	By	/s/ James J. Hinnendael
		James J. Hinnendael
		Its: Executive Vice President and
		Chief Financial Officer

2

EX-99.1

Exhibit 99.1

Marten Transport Announces Fourth Quarter and Year End Results

MONDOVI, Wis., Jan. 25, 2018 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq/GS:MRTN) today reported net income of $65.1 million, or $1.18 per diluted share, for the fourth quarter ended December 31, 2017 – results that include a deferred income taxes benefit of $56.5 million related to the federal Tax Cuts and Jobs Act of 2017.  Excluding that benefit, net income improved 3.7% to $8.6 million, or 16 cents per diluted share, for the fourth quarter of 2017 from $8.3 million, or 15 cents per diluted share, for the fourth quarter of 2016.  Net income was $90.3 million, or $1.65 per diluted share, for the year ended December 31, 2017.  Excluding the deferred income taxes benefit, 2017 net income improved 1.1% to $33.8 million, or 62 cents per diluted share, from $33.5 million, or 61 cents per diluted share, for 2016.

Earnings Impact of Deferred Income Taxes Benefit
	Three Months		Year
	Ended		Ended
(In thousands, except share information)	Dec. 31, 2017		Dec. 31, 2017
Net income:
Excluding deferred income taxes benefit	$	8,609	$	33,819
Deferred income taxes benefit		56,465		56,465
Net income	$	65,074	$	90,284
Diluted earnings per common share*:
Excluding deferred income taxes benefit	$	0.16	$	0.62
Deferred income taxes benefit		1.03		1.03
Diluted earnings per common share	$	1.18	$	1.65
*Differences in rounding exist for the diluted earnings per common share amounts for the three months ended Dec. 31, 2017.

Operating revenue improved 5.9% to $182.8 million for the fourth quarter of 2017 from $172.7 million for the fourth quarter of 2016, and improved 4.0% to $698.1 million for 2017 from $671.1 million for 2016.  Excluding fuel surcharges, operating revenue improved 3.9% to $163.4 million for the 2017 quarter from $157.4 million for the 2016 quarter, and improved 2.1% to $631.0 million for 2017 from $617.9 million for 2016.  Fuel surcharge revenue increased to $19.3 million for the fourth quarter of 2017 from $15.3 million for the 2016 quarter, and increased to $67.1 million for 2017 from $53.2 million for 2016.

Operating expenses as a percentage of operating revenue was 92.2% for the fourth quarter of 2017 and 91.6% for the fourth quarter of 2016.  Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, was 91.2% for the fourth quarter of 2017 compared to 90.8% for the fourth quarter of 2016.

Operating expenses as a percentage of operating revenue was 91.9% for 2017 and 91.3% for 2016.  Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharges, was 91.0% for 2017 compared to 90.6% for 2016.

Chairman and Chief Executive Officer Randolph L. Marten said, “We are pleased to report improvements in both our top- and bottom-line results for the quarter and year, results our people achieved while overcoming significantly less gain on disposition of our revenue equipment in 2017.  We fully capitalized on the strengthening freight environment to better our average revenue per tractor by 7.1% in our Truckload operations and by 2.5% in our Dedicated operations from the 2016 to the 2017 quarter, along with revenue increases in both our Intermodal and Brokerage operations.  We continue to earn awards of new Dedicated business and expect our number of Dedicated tractors to increase to over 1,150 by June 2018.  We also improved our balance sheet position with $15.8 million in cash at the end of 2017 from $7.9 million in debt at the beginning of the year.  We expect to further capitalize on profitable growth opportunities with our diversified platform, cost control emphasis, modern fleet, strong balance sheet and the smart, hard work of our people.”

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 966 dry trailers operating as of December 31, 2017.  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, 2016.  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)	2017			2016
ASSETS
Current assets:
Cash and cash equivalents	$	15,791		$	488
Receivables:
Trade, net		74,886			69,199
Other		6,131			4,436
Prepaid expenses and other		19,810			19,307
Total current assets		116,618			93,430
Property and equipment:
Revenue equipment, buildings and land, office equipment and other		783,648			759,553
Accumulated depreciation		(211,728	)		(201,728	)
Net property and equipment		571,920			557,825
Other assets		1,865			2,493
Total assets	$	690,403		$	653,748
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	38,100		$	41,230
Insurance and claims accruals		26,177			19,440
Total current liabilities		64,277			60,670
Long-term debt		-			7,886
Deferred income taxes		100,626			147,854
Total liabilities		164,903			216,410
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; 54,533,455 shares at December 31, 2017, and 54,391,525 shares at December 31, 2016, issued and outstanding		545			544
Additional paid-in capital		76,413			74,175
Retained earnings		448,542			362,619
Total stockholders’ equity		525,500			437,338
Total liabilities and stockholders’ equity	$	690,403		$	653,748

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months						Year
	Ended December 31,						Ended December 31,
(In thousands, except per share information)	2017			2016			2017			2016
Operating revenue	$	182,771		$	172,661		$	698,120		$	671,144
Operating expenses (income):
Salaries, wages and benefits		59,382			56,711			226,091			224,827
Purchased transportation		32,803			28,722			118,349			110,719
Fuel and fuel taxes		28,284			25,670			105,390			94,075
Supplies and maintenance		9,701			10,887			41,613			43,912
Depreciation		21,245			21,240			85,120			82,445
Operating taxes and licenses		2,180			2,367			8,993			9,099
Insurance and claims		9,487			8,978			38,585			32,223
Communications and utilities		1,516			1,586			6,047			6,287
Gain on disposition of revenue equipment		(617	)		(3,040	)		(5,499	)		(10,502	)
Other		4,457			5,007			16,569			19,756
Total operating expenses		168,438			158,128			641,258			612,841
Operating income		14,333			14,533			56,862			58,303
Other		109			443			389			1,237
Income before income taxes		14,224			14,090			56,473			57,066
Income taxes (benefit) expense		(50,850	)		5,787			(33,811	)		23,602
Net income	$	65,074		$	8,303		$	90,284		$	33,464
Basic earnings per common share	$	1.19		$	0.15		$	1.66		$	0.62
Diluted earnings per common share	$	1.18		$	0.15		$	1.65		$	0.61
Dividends declared per common share	$	0.025		$	0.015		$	0.08		$	0.06

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)	2017			2016			2017 vs. 2016			2017 vs. 2016
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	85,469		$	86,453		$	(984	)		(1.1	)%
Truckload fuel surcharge revenue		12,161			10,113			2,048			20.3
Total Truckload revenue		97,630			96,566			1,064			1.1
Dedicated revenue, net of fuel surcharge revenue		39,037			37,174			1,863			5.0
Dedicated fuel surcharge revenue		3,916			3,188			728			22.8
Total Dedicated revenue		42,953			40,362			2,591			6.4
Intermodal revenue, net of fuel surcharge revenue		19,171			16,155			3,016			18.7
Intermodal fuel surcharge revenue		3,254			1,992			1,262			63.4
Total Intermodal revenue		22,425			18,147			4,278			23.6
Brokerage revenue		19,763			17,586			2,177			12.4
Total operating revenue	$	182,771		$	172,661		$	10,110			5.9	%
Operating income:
Truckload	$	7,077		$	7,038		$	39			0.6	%
Dedicated		2,999			4,587			(1,588	)		(34.6	)
Intermodal		2,526			1,735			791			45.6
Brokerage		1,731			1,173			558			47.6
Total operating income	$	14,333		$	14,533		$	(200	)		(1.4	)%
Operating ratio:
Truckload		92.8	%		92.7	%
Dedicated		93.0			88.6
Intermodal		88.7			90.4
Brokerage		91.2			93.3
Consolidated operating ratio		92.2	%		91.6	%

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)	2017			2016			2017 vs. 2016			2017 vs. 2016
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	336,596		$	339,967		$	(3,371	)		(1.0	)%
Truckload fuel surcharge revenue		43,614			35,884			7,730			21.5
Total Truckload revenue		380,210			375,851			4,359			1.2
Dedicated revenue, net of fuel surcharge revenue		153,691			147,007			6,684			4.5
Dedicated fuel surcharge revenue		13,190			10,363			2,827			27.3
Total Dedicated revenue		166,881			157,370			9,511			6.0
Intermodal revenue, net of fuel surcharge revenue		70,282			64,508			5,774			9.0
Intermodal fuel surcharge revenue		10,339			6,982			3,357			48.1
Total Intermodal revenue		80,621			71,490			9,131			12.8
Brokerage revenue		70,408			66,433			3,975			6.0
Total operating revenue	$	698,120		$	671,144		$	26,976			4.0	%
Operating income:
Truckload	$	26,326		$	27,438		$	(1,112	)		(4.1	)%
Dedicated		17,074			19,550			(2,476	)		(12.7	)
Intermodal		8,303			7,131			1,172			16.4
Brokerage		5,159			4,184			975			23.3
Total operating income	$	56,862		$	58,303		$	(1,441	)		(2.5	)%
Operating ratio:
Truckload		93.1	%		92.7	%
Dedicated		89.8			87.6
Intermodal		89.7			90.0
Brokerage		92.7			93.7
Consolidated operating ratio		91.9	%		91.3	%

MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

	Three Months						Year
	Ended December 31,						Ended December 31,
	2017			2016			2017			2016
Truckload Segment:
Revenue (in thousands)	$	97,630		$	96,566		$	380,210		$	375,851
Average revenue, net of fuel surcharges, per tractor per week(1)	$	3,700		$	3,456		$	3,514		$	3,427
Average tractors(1)		1,758			1,903			1,837			1,898
Average miles per trip		601			608			599			623
Non-revenue miles percentage(2)		6.2	%		9.1	%		8.3	%		9.2	%
Total miles (in thousands)		43,624			46,786			178,760			184,281
Dedicated Segment:
Revenue (in thousands)	$	42,953		$	40,362		$	166,881		$	157,370
Average revenue, net of fuel surcharges, per tractor per week(1)	$	3,535		$	3,448		$	3,481		$	3,432
Average tractors(1)		840			820			847			819
Average miles per trip		296			295			297			301
Non-revenue miles percentage(2)		1.1	%		0.8	%		0.8	%		0.8	%
Total miles (in thousands)		19,461			18,826			77,102			75,333
Intermodal Segment:
Revenue (in thousands)	$	22,425		$	18,147		$	80,621		$	71,490
Loads		10,554			9,273			40,196			35,947
Average tractors		78			76			79			76
Brokerage Segment:
Revenue (in thousands)	$	19,763		$	17,586		$	70,408		$	66,433
Loads		11,667			12,926			48,271			49,721
At December 31, 2017 and December 31, 2016:
Total tractors(1)		2,738			2,785
Average age of company tractors (in years)		1.5			1.4
Total trailers		4,909			4,854
Average age of company trailers (in years)		2.8			2.7
Ratio of trailers to tractors(1)		1.8			1.7

	Three Months						Year
	Ended December 31,						Ended December 31,
(In thousands)	2017			2016			2017			2016
Net cash provided by operating activities	$	27,169		$	29,531		$	121,879		$	133,801
Net cash (used for) investing activities		(11,303	)		(28,448	)		(95,318	)		(97,290	)
Net cash (used for) financing activities		(1,234	)		(770	)		(11,258	)		(36,457	)
Weighted average shares outstanding:
Basic		54,529			54,329			54,492			54,177
Diluted		54,979			54,616			54,850			54,461

(1) Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 60 and 68 tractors as of December 31, 2017 and 2016, respectively.

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

EX-99.2

Exhibit 99.2