e8vk
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 27, 2010
LANDSTAR SYSTEM, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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021238
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06-1313069 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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13410 Sutton Park Drive South, Jacksonville, Florida
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32224 |
(Address of principal executive offices)
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(Zip Code) |
(904) 398-9400
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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 January 27, 2010, Landstar System, Inc. issued a press release announcing results for the fourth
quarter of fiscal 2009. A copy of the press release is attached hereto as Exhibit 99.1.
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
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Exhibits |
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99.1 |
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News Release dated January 27, 2010 of Landstar System, Inc. |
2
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.
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LANDSTAR SYSTEM, INC.
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Date: January 27, 2010 |
By: |
/s/ James B. Gattoni
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Name: |
James B. Gattoni |
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Title: |
Vice President and Chief Financial Officer |
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3
exv99w1
Exhibit 99.1
For Immediate Release
Contact: Jim Gattoni
Landstar System, Inc.
www.landstar.com
904-398-9400
January 27, 2010
LANDSTAR SYSTEM REPORTS FOURTH QUARTER RESULTS
Jacksonville, FL Landstar System, Inc. (NASDAQ: LSTR) reported 2009 fourth quarter net income of
$18.6 million, or $0.37 per diluted share, from revenue of $547.7 million. Net income for the 2008
fourth quarter was $24.6 million, or $0.47 per diluted share, from revenue of $603.8 million.
Revenue hauled by third-party truck capacity providers in the 2009 fourth quarter was $498.4
million, or 91 percent of revenue, compared to $547.4 million, or 91 percent of revenue, in the
2008 fourth quarter. Included in revenue hauled by third-party truck capacity providers in the
2009 and 2008 fourth quarters were $16.8 million and $24.6 million, respectively, of fuel
surcharges invoiced to customers on revenue hauled by third-party truck brokerage carriers. In the
2009 and 2008 fourth quarters, the Company also invoiced customers $40.7 million and $54.5 million,
respectively, of fuel surcharges that were passed 100 percent to third-party BCO Independent
Contractors and excluded from revenue. Revenue hauled by rail, air and ocean cargo carriers was
$35.0 million, or 6 percent of revenue, in the 2009 fourth quarter compared to $47.0 million, or 8
percent of revenue, in the 2008 fourth quarter. Transportation management fee revenue was $4.4
million, or 1 percent of revenue, in the 2009 fourth quarter.
Landstar System, Inc. also announced that its Board of Directors has declared a quarterly dividend
of $0.045 per share. The dividend is payable on February 26, 2010 to stockholders of record at the
close of business on February 5, 2010. It is the
intention of the Board of Directors to continue to pay a quarterly dividend. During the 2009
fourth quarter, Landstar purchased 665,000 shares of its common stock at a total cost of $24.1
million.
LANDSTAR SYSTEM/2
The Companys variable cost business model continues to generate significant cash flow. During
2009, the Company purchased 1,625,000 shares of its common stock at a total cost of $55.8 million
and completed two acquisitions, while at the same time reduced borrowings on its senior credit
facility by $30 million. Under the Companys authorized share purchase program, the Company
currently has a total of 1,375,000 shares of its common stock available for purchase.
Commenting on Landstars 2009 fourth quarter, Landstars Chairman, President and CEO, Henry Gerkens
said, I am pleased with the way the Company finished 2009, particularly as it relates to revenue.
Sequentially, Landstar was able to increase revenue by 9 percent over the 2009 third quarter, and
that was significantly better than has been experienced in the fourth quarter compared to the third
quarter in each of the prior three years. The increased revenue was primarily the result of a
general increase in rate per load of approximately 4 percent, combined with increased loadings of
approximately 6 percent over the 2009 third quarter. 2009 fourth quarter revenue compared to the
2008 fourth quarter decreased 9 percent, significantly better than the 28 percent decrease
experienced during the first nine months of 2009 compared to the first nine months of 2008.
Gerkens continued, Diluted earnings per share in the 2009 fourth quarter compared to the 2008
fourth quarter was negatively impacted by $0.10 per diluted share due to increased insurance and
claims expense attributable to an unusual amount of adverse development of commercial trucking
claims in the 2009 fourth quarter, partly offset by $0.03 per diluted share from a lower provision
for taxes. Although the cost of insurance and claims in the quarter was much higher than a typical quarter, our
2009 accident frequency rate was the lowest in Landstar history, demonstrating the Companys
continued emphasis on safety. Operating margin was 5.0 percent in the 2009 fourth quarter compared
to 6.8 percent in the 2008 fourth quarter, primarily as a result of the adverse development of
commercial trucking claims.
LANDSTAR SYSTEM/3
As we moved through the 2009 fourth quarter, both the number of loads and rate per load continued
to show signs of strengthening. Through the first several weeks of January, I have seen daily
volume increases of approximately five to ten percent compared to January 2009, while rate per load
continues to show improvement. Assuming these trends continue for the balance of the quarter, I
would anticipate 2010 first quarter revenue to increase over the 2009 first quarter revenue in a
mid to upper single digit range. As a result, I anticipate Landstars earnings to be within a
range of $0.28 to $0.32 per diluted share. Although I remain cautiously optimistic about 2010, I
will not be providing specific annual revenue and earnings guidance. From a longer term
perspective, our goals are to achieve a cumulative average growth rate in revenue over a three to
five year period in a mid-teen range, to increase annual operating margins and to grow earnings per
share at a slightly higher rate than the rate of revenue increase.
Landstar will provide a live webcast of its quarterly earnings conference call this afternoon at 5
pm ET. To access the webcast, visit the Companys website at www.landstar.com; click on Investor
Relations and Webcasts, then click on Landstars Fourth Quarter 2009 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 Landstars 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 Landstars Form 10K for the 2008 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. is a non-asset based provider of integrated supply chain solutions. Landstar
delivers safe, specialized transportation, warehousing and logistics services to a broad range of
customers worldwide utilizing a network of agents, third-party capacity owners and employees. All
Landstar transportation 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. and Subsidiary
Consolidated Statements of Income
(Dollars in thousands, except per share amounts)
(Unaudited)
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Fiscal Year End |
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Thirteen Weeks Ended |
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December 26, |
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December 27, |
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December 26, |
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December 27, |
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2009 |
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2008 |
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2009 |
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2008 |
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Revenue |
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$ |
2,008,796 |
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$ |
2,643,069 |
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$ |
547,715 |
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$ |
603,837 |
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Investment income |
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1,268 |
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3,339 |
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314 |
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653 |
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Costs and expenses: |
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Purchased transportation |
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1,503,520 |
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2,033,384 |
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413,301 |
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460,175 |
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Commissions to agents |
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160,571 |
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203,058 |
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42,836 |
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49,201 |
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Other operating costs |
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29,173 |
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28,033 |
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7,424 |
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7,219 |
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Insurance and claims |
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45,918 |
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36,374 |
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16,862 |
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9,215 |
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Selling, general and administrative |
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133,612 |
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137,758 |
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33,922 |
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32,301 |
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Depreciation and amortization |
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23,528 |
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20,960 |
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6,114 |
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5,402 |
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Total costs and expenses |
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1,896,322 |
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2,459,567 |
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520,459 |
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563,513 |
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Operating income |
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113,742 |
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186,841 |
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27,570 |
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40,977 |
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Interest and debt expense |
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4,030 |
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7,351 |
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937 |
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1,716 |
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Income before income taxes |
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109,712 |
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179,490 |
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26,633 |
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39,261 |
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Income taxes |
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39,762 |
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68,560 |
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8,296 |
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14,656 |
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Net income |
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69,950 |
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110,930 |
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18,337 |
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24,605 |
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Less: Net loss attributable to
noncontrolling interest |
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(445 |
) |
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(231 |
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Net income attributable to Landstar System,
Inc. and subsidiary |
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$ |
70,395 |
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$ |
110,930 |
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$ |
18,568 |
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$ |
24,605 |
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Earnings per common share attributable to
Landstar System, Inc. and subsidiary |
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$ |
1.38 |
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$ |
2.11 |
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$ |
0.37 |
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$ |
0.47 |
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Diluted earnings per share attributable to
Landstar System, Inc. and subsidiary |
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$ |
1.37 |
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$ |
2.10 |
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$ |
0.37 |
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$ |
0.47 |
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Average number of shares outstanding: |
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Earnings per common share |
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51,095,000 |
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52,503,000 |
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50,404,000 |
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51,973,000 |
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Diluted earnings per share |
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51,280,000 |
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52,854,000 |
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50,594,000 |
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52,197,000 |
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Dividends paid per common share |
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$ |
0.1700 |
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$ |
0.1550 |
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$ |
0.0450 |
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$ |
0.0400 |
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LANDSTAR SYSTEM/6
Landstar System, Inc. and Subsidiary
Consolidated Balance Sheets
(Dollars in thousands, except per share amounts)
(Unaudited)
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Dec. 26, |
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Dec. 27, |
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2009 |
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2008 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
85,719 |
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$ |
98,904 |
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Short-term investments |
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24,325 |
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23,479 |
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Trade accounts receivable, less allowance
of $5,547 and $6,230 |
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278,854 |
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315,065 |
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Other receivables, including advances to independent
contractors, less allowance of $5,797 and $4,298 |
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18,149 |
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10,083 |
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Deferred income taxes and other current assets |
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19,565 |
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27,871 |
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Total current assets |
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426,612 |
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475,402 |
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Operating property, less accumulated depreciation
and amortization of $124,810 and $106,635 |
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116,656 |
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124,178 |
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Goodwill |
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57,470 |
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31,134 |
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Other assets |
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48,054 |
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32,816 |
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Total assets |
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$ |
648,792 |
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$ |
663,530 |
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LIABILITIES AND EQUITY |
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Current liabilities: |
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Cash overdraft |
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$ |
28,919 |
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$ |
32,065 |
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Accounts payable |
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121,030 |
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105,882 |
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Current maturities of long-term debt |
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24,585 |
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24,693 |
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Insurance claims |
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41,627 |
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23,545 |
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Accrued income taxes |
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9,957 |
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|
12,239 |
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Other current liabilities |
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32,517 |
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38,161 |
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Total current liabilities |
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258,635 |
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|
236,585 |
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Long-term debt, excluding current maturities |
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68,313 |
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|
111,752 |
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Insurance claims |
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|
30,680 |
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|
38,278 |
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Deferred income taxes |
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|
23,013 |
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|
23,779 |
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Equity |
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Landstar System, Inc. and subsidiary shareholders equity
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Common stock, $0.01 par value, authorized 160,000,000
shares, issued 66,255,358 and 66,109,547 shares |
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663 |
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661 |
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Additional paid-in capital |
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161,261 |
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|
154,533 |
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Retained earnings |
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766,040 |
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|
704,331 |
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Cost of 16,022,111 and 14,424,887 shares of common
stock in treasury |
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|
(660,446 |
) |
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|
(605,828 |
) |
Accumulated other comprehensive income (loss) |
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|
498 |
|
|
|
(561 |
) |
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Total Landstar System, Inc. and subsidiary shareholders
equity |
|
|
268,016 |
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|
|
253,136 |
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Noncontrolling interest |
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|
135 |
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Total equity |
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|
268,151 |
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|
253,136 |
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Total liabilities and equity |
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$ |
648,792 |
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$ |
663,530 |
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LANDSTAR SYSTEM/7
Landstar System, Inc. and Subsidiary
Supplemental Information
(Unaudited)
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Fiscal Year End |
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Thirteen Weeks Ended |
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December 26, |
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|
December 27, |
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December 26, |
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December 27, |
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2009 |
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2008 |
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|
2009 |
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|
2008 |
|
Revenue generated through (in thousands): |
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Business Capacity Owners (1) |
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$ |
1,140,004 |
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$ |
1,388,353 |
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|
$ |
299,613 |
|
|
$ |
317,371 |
|
Truck Brokerage Carriers |
|
|
694,467 |
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|
996,269 |
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|
198,806 |
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|
230,007 |
|
Rail intermodal |
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|
76,346 |
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|
136,367 |
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|
19,252 |
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|
|
29,431 |
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Ocean cargo carriers |
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|
33,835 |
|
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|
42,153 |
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|
8,376 |
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|
|
12,824 |
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Air cargo carriers |
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|
17,621 |
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|
|
14,891 |
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|
|
7,362 |
|
|
|
4,756 |
|
Other (2) |
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|
46,523 |
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|
|
65,036 |
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|
|
14,306 |
|
|
|
9,448 |
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|
|
|
|
|
|
|
|
|
|
|
|
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|
|
$ |
2,008,796 |
|
|
$ |
2,643,069 |
|
|
$ |
547,715 |
|
|
$ |
603,837 |
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Number of loads: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Capacity Owners (1) |
|
|
761,940 |
|
|
|
820,680 |
|
|
|
200,100 |
|
|
|
182,350 |
|
Truck Brokerage Carriers |
|
|
501,980 |
|
|
|
571,600 |
|
|
|
138,980 |
|
|
|
136,350 |
|
Rail intermodal |
|
|
37,890 |
|
|
|
58,510 |
|
|
|
9,290 |
|
|
|
12,900 |
|
Ocean cargo carriers |
|
|
5,370 |
|
|
|
5,380 |
|
|
|
1,450 |
|
|
|
1,390 |
|
Air cargo carriers |
|
|
7,780 |
|
|
|
8,260 |
|
|
|
1,340 |
|
|
|
2,740 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,314,960 |
|
|
|
1,464,430 |
|
|
|
351,160 |
|
|
|
335,730 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue per load: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Capacity Owners (1) |
|
$ |
1,496 |
|
|
$ |
1,692 |
|
|
$ |
1,497 |
|
|
$ |
1,740 |
|
Truck Brokerage Carriers |
|
|
1,383 |
|
|
|
1,743 |
|
|
|
1,430 |
|
|
|
1,687 |
|
Rail intermodal |
|
|
2,015 |
|
|
|
2,331 |
|
|
|
2,072 |
|
|
|
2,281 |
|
Ocean cargo carriers |
|
|
6,301 |
|
|
|
7,835 |
|
|
|
5,777 |
|
|
|
9,226 |
|
Air cargo carriers |
|
|
2,265 |
|
|
|
1,803 |
|
|
|
5,494 |
|
|
|
1,736 |
|
|
|
|
|
|
|
|
|
|
|
|
December 26, |
|
|
December 27, |
|
|
|
2009 |
|
|
2008 |
|
Truck Capacity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Capacity Owners (1) (3) |
|
|
7,926 |
|
|
|
8,455 |
|
|
|
|
|
|
|
|
Truck Brokerage Carriers: |
|
|
|
|
|
|
|
|
Approved and active (4) |
|
|
14,887 |
|
|
|
16,135 |
|
Approved |
|
|
9,886 |
|
|
|
10,036 |
|
|
|
|
|
|
|
|
|
|
|
24,773 |
|
|
|
26,171 |
|
|
|
|
|
|
|
|
Total available truck capacity providers |
|
|
32,699 |
|
|
|
34,626 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agent Locations |
|
|
1,366 |
|
|
|
1,428 |
|
|
|
|
|
|
|
|
|
|
|
(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 and warehousing and transportation management fee revenue generated by the
transportation logistics segment. Also, included in the 2008 fiscal year was $27,638 of revenue for bus capacity provided for evacuation
assistance related to the storms that impacted the Gulf Coast in the third quarter of 2008. |
|
(3) |
|
Trucks provided by Business Capacity Owners were 8,519 and 9,039 at December 26, 2009 and December 27, 2008, respectively. |
|
(4) |
|
Active refers to Truck Brokerage Carriers who have moved at least one load in the past 180 days. |