8-K 1 marten_8k-101612.htm FORM 8-K marten_8k-101612.htm
 
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 16, 2012
____________________
 
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 16, 2012, the company issued a press release announcing financial results for the quarter ended September 30, 2012.  Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated October 16, 2012 announcing the company’s financial results for this period.
 
The press release also includes a discussion of operating revenue, net of fuel surcharge revenue; operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharge revenue; and logistics revenue, net of intermodal fuel surcharge revenue.  The company provided these additional disclosures because management believes removing these sources of revenue provides 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 operating revenue, net of fuel surcharge revenue; operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharge revenue; and logistics revenue, net of intermodal fuel surcharge revenue, the most directly comparable GAAP financial measures are operating revenue, operating expenses divided by operating revenue, and logistics revenue, respectively, 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 16, 2012 (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: October 17, 2012
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 October 16, 2012 (included herewith).