Landstar System, Inc.
Table of Contents

 
 
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 17, 2008
(LANDSTAR 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))
 
 

 


TABLE OF CONTENTS

Item 2.02 Results of Operations and Financial Condition
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EX-99.1 News Release


Table of Contents

Item 2.02 Results of Operations and Financial Condition
On April 17, 2008, Landstar System, Inc. (the “Company”) issued a press release announcing results for the first quarter of fiscal 2008. A copy of the press release is attached hereto as Exhibit 99.1.
Historically, the Company reported the results of three individual operating segments: the carrier segment, the global logistics segment and the insurance segment. Beginning in the thirteen-week period ended March 29, 2008, the Company revised the presentation format of its segment disclosure to consolidate the previously reported three segments to two segments: the transportation logistics segment and the insurance segment. This change in segment reporting reflects increased centralization and consolidation of the administrative and sales functions across all of the Company’s operating subsidiaries and the increased similarity of the services provided by the operations of the Company’s various operating subsidiaries, primarily with respect to truck brokerage services. As a result of this change in presentation, the revenue and operating results formerly separated into the carrier and global logistics segments, together with corporate overhead, which was previously included as “other” in the segment information, have been consolidated into the transportation logistics segment. This change in segment reporting had no impact on the Company’s consolidated balance sheets, income statements, cash flows or changes in shareholders’ equity for any periods. This change in segment reporting also had no impact on financial reporting with respect to the Company’s insurance segment. Prior year segment information has been adjusted to reflect the change in segment reporting.
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 17, 2008 of Landstar System, Inc.

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Table of Contents

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 17, 2008  By:   /s/ James B. Gattoni    
    Name:   James B. Gattoni   
    Title:   Vice President and Chief Financial Officer   
 

3

EX-99.1 News Release
 

(LANDSTAR LETTERHEAD)
For Immediate Release



April 17, 2008
  Contact: Jim Gattoni
Landstar System, Inc.
www.landstar.com
904-398-9400
LANDSTAR SYSTEM REPORTS 18 PERCENT INCREASE IN
EARNINGS PER DILUTED SHARE
Jacksonville, FL — Landstar System, Inc. (NASDAQ: LSTR) reported revenue in the 2008 first quarter increased approximately 6 percent to $609 million compared to $577 million for the 2007 first quarter. Net income for the thirteen-week period ended March 29, 2008 was $23.7 million, or $0.45 per diluted share, compared to net income of $21.6 million, or $0.38 per diluted share, for the thirteen-week period ended March 31, 2007.
Revenue hauled by BCO Independent Contractors in the first quarter of 2008 was $324.8 million, or 54 percent of transportation logistics revenue, compared to $320.5 million, or 57 percent of transportation logistics revenue, in the 2007 first quarter. Moreover, in the first quarters of 2008 and 2007, the Company invoiced customers $57.8 million and $34.7 million, respectively, in fuel surcharges that were passed on 100 percent to BCO Independent Contractors and excluded from revenue. Revenue hauled by third-party truck brokerage carriers was $228.6 million, or 38 percent of transportation logistics revenue, in the 2008 first quarter compared to $205.9 million, or 36 percent of transportation logistics revenue, in the 2007 first quarter. Revenue hauled by rail, air, and ocean cargo carriers was $45.8 million or 8 percent of transportation logistics revenue, in the 2008 first quarter compared to $37.6 million, or 7 percent of transportation logistics revenue, in the 2007 first quarter.
As of the first quarter of 2008, the Company revised the format of its financial statement segment reporting presentation to consolidate from three segments (carrier, global logistics and insurance) to two segments (transportation logistics and insurance). This

 


 

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change in segment reporting reflects increased centralization and consolidation of the administrative and sales functions across all of the Company’s operating subsidiaries and the increased similarity of the services provided by the operations of the Company’s various operating subsidiaries, primarily with respect to truck brokerage services. As a result of this change in presentation, the revenue and operating results formerly reported in the carrier and global logistics segments, together with corporate overhead which was formerly included as “other” in the segment information, have been consolidated into the transportation logistics segment. This change in segment reporting has no impact on reporting with respect to the Company’s insurance segment.
Landstar System, Inc. announced that its Board of Directors has declared a quarterly dividend of $0.0375 per share. The dividend is payable on May 30, 2008 to stockholders of record at the close of business on May 9, 2008. It is the intention of the Board of Directors to continue to pay a quarterly dividend.
“I am pleased with the Company’s 2008 first quarter performance,” said Landstar President and Chief Executive Officer Henry Gerkens. “Despite a continuing weak freight environment, Landstar continued to increase its revenue. Consolidated revenue in the 2008 first quarter increased approximately 6 percent over the 2007 first quarter, as revenue hauled by truck brokerage carriers increased 11 percent, revenue hauled by rail carriers increased 25 percent and revenue hauled by ocean cargo carriers increased 41 percent. Landstar also improved its operating margin to 6.7 percent in the 2008 first quarter compared to 6.4 percent in the 2007 first quarter. Landstar’s solid results are directly attributable to sound execution and its unique non asset based business model.”
“Additionally, Landstar continues to generate outstanding returns. Trailing twelve month return on average shareholders’ equity remained high at 53 percent and trailing twelve month return on invested capital, net income divided by the sum of average equity plus average debt, was 33 percent. During the 2008 first quarter, the Company reduced debt by $17 million and increased cash and short-term investments by $21 million, ending the quarter with $105 million in cash and short-term investments. As of March 29, 2008, there were 734,400 shares of the Company’s common stock available for purchase by the Company under its most recently authorized share purchase program.”

 


 

LANDSTAR SYSTEM/3
Gerkens continued, “I anticipate the second quarter of 2008 to be similar to that of the 2008 first quarter. As such, I would anticipate revenue for the second quarter of 2008 as compared to the second quarter of 2007 to increase in the mid to upper single digits. Based upon the above revenue forecast, I would anticipate Landstar’s earnings for the 2008 second quarter to be within a range of $0.51 to $0.57 per diluted share.”
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 “Investor Relations” and “Webcasts,” then click on “Landstar’s First Quarter 2008 Earnings Release Conference Call.”
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, 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 2007 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.

 


 

LANDSTAR SYSTEM/4
About Landstar:
Landstar System, Inc. delivers safe, specialized transportation and logistics 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 and logistics capacity providers. Through its operating subsidiaries, Landstar delivers excellence in complete transportation logistics services and solutions. 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 29,     March 31,  
    2008     2007  
Revenue
  $ 608,828     $ 576,649  
Investment income
    1,096       1,740  
 
               
Costs and expenses:
               
Purchased transportation
    465,029       434,058  
Commissions to agents
    46,814       46,632  
Other operating costs
    6,584       5,506  
Insurance and claims
    9,521       17,540  
Selling, general and administrative
    35,857       33,165  
Depreciation and amortization
    5,130       4,617  
 
           
 
               
Total costs and expenses
    568,935       541,518  
 
           
 
               
Operating income
    40,989       36,871  
Interest and debt expense
    2,142       1,592  
 
           
 
               
Income before income taxes
    38,847       35,279  
Income taxes
    15,104       13,675  
 
           
 
               
Net income
  $ 23,743     $ 21,604  
 
           
 
               
Earnings per common share
  $ 0.45     $ 0.39  
 
           
 
               
Diluted earnings per share
  $ 0.45     $ 0.38  
 
           
 
               
Average number of shares outstanding:
               
Earnings per common share
    52,601,000       55,926,000  
 
           
Diluted earnings per share
    53,003,000       56,470,000  
 
           
 
               
Dividends paid per common share
  $ 0.0375     $ 0.0300  
 
           

 


 

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

(Dollars in thousands)
(Unaudited)
                 
    Thirteen Weeks Ended  
    March 29,     March 31,  
    2008     2007  
Revenue
               
 
               
Transportation logistics segment
  $ 599,600     $ 567,439  
Insurance segment
    9,228       9,210  
 
           
 
               
Revenue
  $ 608,828     $ 576,649  
 
           
 
               
Operating Income
               
 
               
Transportation logistics segment
  $ 32,386     $ 33,512  
Insurance segment
    8,603       3,359  
 
           
 
               
Operating income
  $ 40,989     $ 36,871  
 
           

 


 

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

(Dollars in thousands, except per share amounts)
(Unaudited)
                 
    March 29,     Dec. 29,  
    2008     2007  
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 80,980     $ 60,750  
Short-term investments
    24,046       22,921  
Trade accounts receivable, less allowance of $4,264 and $4,469
    303,588       310,258  
Other receivables, including advances to independent contractors, less allowance of $4,987 and $4,792
    19,896       11,170  
Deferred income taxes and other current assets
    17,252       28,554  
 
           
Total current assets
    445,762       433,653  
 
           
 
               
Operating property, less accumulated depreciation and amortization of $93,254 and $88,284
    128,291       132,369  
Goodwill
    31,134       31,134  
Other assets
    33,010       31,845  
 
           
Total assets
  $ 638,197     $ 629,001  
 
           
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities:
               
Cash overdraft
  $ 27,211     $ 25,769  
Accounts payable
    110,980       117,122  
Current maturities of long-term debt
    23,525       23,155  
Insurance claims
    27,705       28,163  
Accrued income taxes
    15,278       14,865  
Other current liabilities
    41,239       40,501  
 
           
Total current liabilities
    245,938       249,575  
 
           
 
               
Long-term debt, excluding current maturities
    124,172       141,598  
Insurance claims
    36,458       37,631  
Deferred income taxes
    21,063       19,411  
 
               
Shareholders’ equity:
               
Common stock, $0.01 par value, authorized 160,000,000 shares, issued 65,856,787 and 65,630,383 shares
    659       656  
Additional paid-in capital
    140,590       132,788  
Retained earnings
    623,308       601,537  
Cost of 13,121,109 shares of common stock in treasury
    (554,252 )     (554,252 )
Accumulated other comprehensive income
    261       57  
 
           
Total shareholders’ equity
    210,566       180,786  
 
           
Total liabilities and shareholders’ equity
  $ 638,197     $ 629,001  
 
           

 


 

LANDSTAR SYSTEM/8
Landstar System, Inc.
Supplemental Information
(Unaudited)
                 
    Thirteen Weeks Ended  
    March 29,     March 31,  
    2008     2007  
Revenue generated through (in thousands):
               
 
               
Business Capacity Owners (1)
  $ 324,804     $ 320,533  
Truck Brokerage Carriers
    228,633       205,897  
Rail intermodal
    33,789       26,971  
Ocean carriers
    8,434       5,970  
Air carriers
    3,589       4,615  
Other (2)
    9,579       12,663  
 
           
 
  $ 608,828     $ 576,649  
 
           
 
               
Number of loads:
               
 
               
Business Capacity Owners (1)
    203,200       205,600  
Truck Brokerage Carriers
    142,030       137,820  
Rail intermodal
    14,980       12,100  
Ocean carriers
    1,250       1,040  
Air carriers
    1,990       3,280  
 
           
 
    363,450       359,840  
 
           
 
               
Revenue per load:
               
 
               
Business Capacity Owners (1)
  $ 1,598     $ 1,559  
Truck Brokerage Carriers
    1,610       1,494  
Rail intermodal
    2,256       2,229  
Ocean carriers
    6,747       5,740  
Air carriers
    1,804       1,407  
                 
    March 29,     March 31,  
    2008     2007  
Truck Capacity
               
 
               
Business Capacity Owners (1)(3)
    8,277       8,510  
 
           
Truck Brokerage Carriers:
               
Approved and active (4)
    15,820       14,784  
Approved
    9,515       8,758  
 
           
 
    25,335       23,542  
 
           
 
               
Total available truck capacity providers
    33,612       32,052  
 
           
 
               
Agent Locations
    1,375       1,338  
 
           
 
(1)   Business Capacity Owners are independent contractors who provide truck capacity to the Company under exclusive lease arrangements.
 
(2)   Includes premium revenue generated by the insurance segment, warehousing revenue generated by the Transportation Logistics segment and revenue derived from transportation services provided in support of disaster relief efforts provided primarily under a contract between Landstar Express America, Inc. and the United States Department of Transportation/ Federal Aviation Administration.
 
(3)   Trucks provided by Business Capacity Owners were 8,856 and 9,158 at March 29, 2008 and March 31, 2007, respectively.
 
(4)   Active refers to Truck Brokerage Carriers who have moved at least one load in the past 180 days.