Landstar System, Inc.
 

 
 
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 19, 2007
(LANDSTAR SYSTEM LOGO)
LANDSTAR SYSTEM, INC.
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation)
  021238
(Commission
File Number)
  06-1313069
(I.R.S. Employer
Identification No.)
     
13410 Sutton Park Drive South, Jacksonville, Florida
(Address of principal executive offices)
  32224
(Zip Code)
(904) 398-9400
(Registrant’s telephone number, including area code)
N/A
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 2.02 Results of Operations and Financial Condition
On April 19, 2007, Landstar System, Inc. (the “Company”) issued a press release announcing results for the first quarter of fiscal 2007. A copy of the press release is attached hereto as Exhibit 99.1.
In the press release attached hereto as Exhibit 99.1, Landstar provided the following information that may be deemed non-GAAP financial measures: (1) with respect to the fiscal quarter ended March 31, 2007, earnings per diluted share, excluding the estimated impact of a severe accident; and (2) revenue per load on a consolidated basis and for the global logistics segment, excludes revenue and loads related to emergency transportation services provided primarily under the FAA Contract.
Each of the foregoing financial measures should be considered in addition to, and not as a substitute for, the corresponding and other GAAP financial information also presented in the press release.
Management believes that it is appropriate to present this financial information for the following reasons: (1) disclosure of these matters will allow investors to better understand the underlying trends in Landstar’s financial condition and results of operations; (2) this information will facilitate comparisons by investors of Landstar’s results as compared to the results of peer companies; (3) accidents with this level of financial severity, such as the accident referred to above, are rare for the Company; (4) a significant portion of the emergency transportation services previously provided under the FAA Contract were provided on the basis of a daily rate for the use of transportation equipment in question, and therefore load and per load information is not necessarily available or appropriate for a significant portion of the related revenue; and (5) management considers this financial information in its decision making.
The information furnished under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits
Exhibits
  99.1   News Release dated April 19, 2007 of Landstar System, Inc.

 


 

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 hereunto duly authorized.
         
  LANDSTAR SYSTEM, INC.
 
 
Date:  April 19, 2007  By:   /s/ Robert C. LaRose    
    Name:   Robert C. LaRose   
    Title:   Executive Vice President and Co-Chief Financial Officer   
 
RCL/kv

 

News Release
 

Exhibit 99.1
(LANDSTAR LETTERHEAD)
 
For Immediate Release   Contact:  Jim Gattoni
    Landstar System, Inc.
    www.landstar.com
April 19, 2007   904-398-9400
LANDSTAR SYSTEM REPORTS FIRST QUARTER
EARNINGS PER DILUTED SHARE OF $0.38
Jacksonville, FL — Landstar System, Inc. (NASDAQ: LSTR) reported net income for the thirteen-week period ended March 31, 2007 of $21.6 million, or $0.38 per diluted share, which included a $5.0 million charge for the estimated cost of one severe accident that occurred during the first quarter of 2007. This charge, net of related income tax benefits, reduced 2007 first quarter net income by $3.1 million, or $0.05 per diluted share. Revenue for the first quarter of 2007 was $577 million, which included $3.4 million of revenue attributable to transportation services provided primarily under a contract between Landstar Express America and the United States Department of Transportation/Federal Aviation Administration (the “FAA”). The revenue recognized under the FAA contract during the 2007 first quarter generated $1.0 million of operating income which, net of related income taxes, increased net income by $0.6 million or, $0.01 per diluted share. Operating margin in the 2007 first quarter was 6.4 percent. The revenue generated under the FAA contract increased operating margin by 14 basis points in the 2007 period.
Net income for the thirteen-week period ended April 1, 2006 was $24.4 million, or $0.41 per diluted share, on revenue of $610 million. Included in the 2006 first quarter was $35.4 million of revenue related to disaster relief efforts for the various hurricanes that impacted the United States during the second half of 2005. These transportation services were provided primarily under the FAA contract. The revenue recognized under this contract during the 2006 first quarter generated $5.0 million of operating income which, net of related income taxes, increased net income by $3.1 million, or

 


 

LANDSTAR SYSTEM/2
$0.05 per diluted share. Operating margin in the 2006 first quarter was 6.8 percent. The revenue generated under the FAA contract increased operating margin by 45 basis points in the 2006 period.
Landstar’s carrier group of companies generated $424 million of revenue in the thirteen-week period ended March 31, 2007, compared with revenue of $428 million in the thirteen-week period ended April 1, 2006. In the 2007 and 2006 first quarters, the carrier group invoiced customers $33.7 million and $33.8 million, respectively, in fuel surcharges that were passed on 100 percent to business capacity owners and excluded from revenue. Landstar’s global logistics group of companies generated $144 million of revenue, which included the $3.4 million related to transportation services provided primarily under the FAA contract, in the 2007 thirteen-week period compared with $173 million of revenue, which included $35.4 million related to transportation services provided primarily under the FAA contract, in the 2006 thirteen-week period.
Landstar System, Inc. announced that its Board of Directors authorized the purchase of up to an additional 2,000,000 shares of its common stock from time to time in the open market and in privately negotiated transactions. During the 2007 first quarter, Landstar purchased 555,952 shares of its common stock at a total cost of $23,585,000. The Company may purchase an additional 271,549 shares of its common stock under its previously authorized share purchase program.
Landstar System, Inc. also announced that its Board of Directors has declared a quarterly dividend of $0.03 per share. The dividend is payable on May 31, 2007 to stockholders of record at the close of business on May 10, 2007. It is the intention of the Board of Directors to continue to pay a quarterly dividend on a go forward basis.
Commenting on Landstar’s 2007 first quarter performance, Landstar President and CEO Henry Gerkens said, “Excluding the estimated impact of the severe accident in the 2007 first quarter, Landstar delivered earnings per diluted share of $0.43, which was at the upper end of our original estimated range of earnings. As anticipated, revenue for the quarter was slightly lower than the prior year quarter due to the lower revenue derived under the FAA contract and the continuation of softer demand in the

 


 

LANDSTAR SYSTEM/3
domestic freight transportation industry. Once again however, our non-asset based variable cost business model achieved high financial returns as it adapted to the slower 2007 first quarter economy.”
“Trailing twelve month return on average shareholders’ equity remained high at 44 percent and return on invested capital, net income divided by the sum of average equity plus average debt, was 31 percent. During the quarter Landstar purchased $23,585,000 of its common stock, reduced debt by $31.3 million and ended the 2007 first quarter with cash and short term investments of $98.5 million.”
Gerkens continued, “During the first month and a half of the 2007 first quarter, there was downward pressure on price caused by lower volumes and more available capacity. However, as we moved into the second half of the quarter pricing began to stabilize and volume levels improved. In fact, as it relates to pricing, revenue per load in March of 2007 was higher than in March 2006. This is an encouraging trend as we move into the 2007 second quarter. I anticipate the 2007 second quarter to be another challenging quarter due to uncertain economic conditions. In addition, the 2006 second quarter results included $20.8 million of revenue generated under the FAA contract. We are not forecasting any such revenue in the 2007 second quarter even though the contract has been extended through June 30, 2007 and the FAA has the option to extend the contract for the balance of the year. Given the comments above, I anticipate revenue growth for the second quarter of 2007 to be in a mid single digit range over the revenue generated in the second quarter of 2006, and I anticipate Landstar’s earnings per diluted share to be within a range of $0.49 to $0.54 for the 2007 second quarter.”
Landstar will provide a live webcast of its quarterly earnings conference call this afternoon at 2 pm ET. To access the webcast, visit the company’s website at www.landstar.com. Click on Investors and then the webcast icon.
The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995. Statements contained in this press release that are not based on historical facts are “forward-looking statements”. This press release contains forward-looking statements, such as statements which relate to Landstar’s business objectives, plans,

 


 

LANDSTAR SYSTEM/4
strategies, expectations and intentions. Terms such as “anticipates,” “believes,” “estimates,” “intention,” “plans,” “predicts,” “may,” “should,” “will,” the negative thereof and similar expressions are intended to identify forward-looking statements. Such statements are by nature subject to uncertainties and risks, including but not limited to: an increase in the frequency or severity of accidents or workers’ compensation claims; unfavorable development of existing claims; dependence on independent sales agents; dependence on third party capacity providers; disruptions or failures in our computer systems; a downturn in domestic or international economic growth or growth in the transportation sector; substantial industry competition; and other operational, financial or legal risks or uncertainties detailed in Landstar’s Form 10K for the 2006 fiscal year, described in Item 1A Risk Factors, and other SEC filings from time to time. These risks and uncertainties could cause actual results or events to differ materially from historical results or those anticipated. Investors should not place undue reliance on such forward-looking statements, and Landstar undertakes no obligation to publicly update or revise any forward-looking statements.
About Landstar:
Landstar System, Inc. delivers safe, specialized transportation services to a broad range of customers worldwide. The Company identifies and fulfills shippers’ needs through the coordination of individual businesses comprised of independent sales agents and third-party transportation capacity providers. Landstar’s carrier group, which is comprised of Landstar Gemini, Inc., Landstar Inway, Inc., Landstar Ligon, Inc., Landstar Ranger, Inc. and Landstar Carrier Services, Inc., delivers excellence in complete over-the-road transportation services. Landstar’s global logistics group, which is comprised of Landstar Global Logistics, Inc. and its subsidiary Landstar Express America, Inc., provides international and domestic multimodal (over-the-road, air, ocean and rail) transportation, expedited, contract logistics and warehousing services. All Landstar operating companies are certified to ISO 9001:2000 quality management system standards. Landstar System, Inc. is headquartered in Jacksonville, Florida. Its common stock trades on The NASDAQ Stock Market® under the symbol LSTR.
(Tables follow)

 


 

LANDSTAR SYSTEM/5
Landstar System, Inc.
Consolidated Statements of Income

(Dollars in thousands, except per share amounts)
(Unaudited)
                 
    Thirteen Weeks Ended  
    March 31,     April 1,  
    2007     2006  
Revenue
  $ 576,649     $ 610,042  
Investment income
    1,740       379  
Costs and expenses:
               
Purchased transportation
    434,058       458,250  
Commissions to agents
    46,632       47,011  
Other operating costs
    5,506       12,068  
Insurance and claims
    17,540       11,552  
Selling, general and administrative
    33,165       35,836  
Depreciation and amortization
    4,617       4,093  
 
           
Total costs and expenses
    541,518       568,810  
 
           
Operating income
    36,871       41,611  
Interest and debt expense
    1,592       1,850  
 
           
Income before income taxes
    35,279       39,761  
Income taxes
    13,675       15,411  
 
           
Net income
  $ 21,604     $ 24,350  
 
           
Earnings per common share
  $ 0.39     $ 0.41  
 
           
Diluted earnings per share
  $ 0.38     $ 0.41  
 
           
Average number of shares outstanding:
               
Earnings per common share
    55,926,000       58,901,000  
 
           
Diluted earnings per share
    56,470,000       59,919,000  
 
           
Dividends paid per common share
  $ 0.030     $ 0.025  
 
           

 


 

LANDSTAR SYSTEM/6
Landstar System, Inc.
Selected Segment Information

(Dollars in thousands)
(Unaudited)
                 
    Thirteen Weeks Ended  
    March 31,     April 1,  
    2007     2006  
External Revenue
               
Carrier segment
  $ 423,574     $ 428,313  
Global Logistics segment
    143,865       173,425  
Insurance segment
    9,210       8,304  
 
               
 
           
External revenue
  $ 576,649     $ 610,042  
 
           
 
               
Operating Income
               
Carrier segment
  $ 41,409     $ 40,571  
Global Logistics segment
    4,688       8,727  
Insurance segment
    3,359       6,676  
Other
    (12,585 )     (14,363 )
 
               
 
           
Operating income
  $ 36,871     $ 41,611  
 
           

 


 

LANDSTAR SYSTEM/7
Landstar System, Inc.
Consolidated Balance Sheets

(Dollars in thousands, except per share amounts)
(Unaudited)
                 
    March 31,     Dec 30,  
    2007     2006  
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 77,780     $ 91,491  
Short-term investments
    20,701       21,548  
Trade accounts receivable, less allowance of $4,589 and $4,834
    300,255       318,983  
Other receivables, including advances to independent contractors, less allowance of $3,987 and $4,512
    22,053       14,198  
Deferred income taxes and other current assets
    17,154       25,142  
 
           
Total current assets
    437,943       471,362  
 
           
 
               
Operating property, less accumulated depreciation and amortization of $78,307 and $77,938
    115,501       110,957  
Goodwill
    31,134       31,134  
Other assets
    36,006       33,198  
 
           
Total assets
  $ 620,584     $ 646,651  
 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities:
               
Cash overdraft
  $ 25,160     $ 25,435  
Accounts payable
    120,404       122,313  
Current maturities of long-term debt
    19,578       18,730  
Insurance claims
    27,386       25,238  
Other current liabilities
    55,138       58,478  
 
           
Total current liabilities
    247,666       250,194  
 
           
Long-term debt, excluding current maturities
    78,415       110,591  
Insurance claims
    43,127       36,232  
Deferred income taxes
    20,424       19,360  
Shareholders’ equity:
               
Common stock, $.01 par value, authorized 160,000,000 shares, issued 65,127,496 and 64,993,143 shares
    651       650  
Additional paid-in capital
    112,345       108,020  
Retained earnings
    519,195       499,273  
Cost of 9,583,961 and 9,028,009 shares of common stock in treasury
    (401,247 )     (377,662 )
Accumulated other comprehensive income (loss)
    8       (7 )
 
           
Total shareholders’ equity
    230,952       230,274  
 
           
Total liabilities and shareholders’ equity
  $ 620,584     $ 646,651  
 
           

 


 

LANDSTAR SYSTEM/8
Landstar System, Inc.
Supplemental Information
(Unaudited)
                 
    Thirteen Weeks Ended  
    March 31,     April 1,  
    2007     2006  
Carrier Segment
               
External revenue generated through (in thousands):
               
Business Capacity Owners (1)
  $ 299,398     $ 303,793  
Other third party truck capacity providers
    124,176       124,520  
 
           
 
  $ 423,574     $ 428,313  
 
           
Revenue per revenue mile
  $ 1.98     $ 1.99  
 
           
Revenue per load
  $ 1,569     $ 1,580  
 
           
Average length of haul (miles)
    792       793  
 
           
Number of loads
    270,000       271,000  
 
           
 
               
Global Logistics Segment
               
External revenue generated through (in thousands):
               
Business Capacity Owners (1) (2)
  $ 26,841     $ 24,832  
Other third party truck capacity providers
    79,953       100,627  
Rail, Air, Ocean and Bus Carriers (3)
    37,071       47,966  
 
           
 
  $ 143,865     $ 173,425  
 
           
Revenue per load (4)
  $ 1,560     $ 1,500  
 
           
Number of loads (4)
    90,000       92,000  
 
           
                 
    As of     As of  
    March 31,     April 1,  
    2007     2006  
Capacity
               
Business Capacity Owners (1) (5)
    8,510       8,219  
 
           
Other third party truck capacity providers:
               
Approved and active (6)
    14,784       13,698  
Approved
    8,758       8,381  
 
           
 
    23,542       22,079  
 
           
Total available truck capacity providers
    32,052       30,298  
 
           
Agent Locations
    1,338       1,196  
 
           
 
(1)   Business Capacity Owners are independent contractors who provide truck capacity to the Company under exclusive lease arrangements.
 
(2)   Includes revenue generated through Carrier Segment Business Capacity Owners.
 
(3)   Included in the 2007 and 2006 thirteen week period was $481,000 and $10,856,000, respectively, of revenue attributable
to buses provided under the FAA contract.
 
(4)   Number of loads and revenue per load exclude the effect of revenue derived from emergency transportation
services provided under the FAA contract.
 
(5)   Trucks provided by business capacity owners were 9,158 and 8,932, respectively.
 
(6)   Active refers to other third party truck capacity providers who have moved at least one load in the past 180 days.