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) July 26, 2017
LANDSTAR SYSTEM, INC.
(Exact name of registrant as specified in its charter)
Delaware | 021238 | 06-1313069 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
13410 Sutton Park Drive South, Jacksonville, Florida | 32224 | |||
(Address of principal executive offices) | (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:
☐ | 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. ☐
Item 2.02 | Results of Operations and Financial Condition |
On July 26, 2017, Landstar System, Inc. issued a press release announcing results for the second quarter of fiscal 2017. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in Item 7.01 concerning the presentation to Landstar investors is hereby incorporated into this Item 2.02 by reference.
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 7.01 | Regulation FD Disclosure |
A slide presentation, dated July 26, 2017, is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The slide presentation provides information that may be referred to by the Company on its conference call with investors scheduled to occur on July 27, 2017 in connection with the Companys release of results for the second quarter of fiscal 2017.
The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2 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 July 26, 2017 of Landstar System, Inc. | |
99.2 | Slide Presentation dated July 26, 2017 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: July 26, 2017 | By: | /s/ L. Kevin Stout | ||||
Name: | L. Kevin Stout | |||||
Title: | Vice President and Chief Financial Officer |
Exhibit 99.1
For Immediate Release | Contact: Kevin Stout | |||
Landstar System, Inc. | ||||
www.landstar.com | ||||
July 26, 2017 | 904-398-9400 |
LANDSTAR SYSTEM REPORTS DILUTED EARNINGS PER SHARE OF $0.89
ON RECORD SECOND QUARTER REVENUE OF $870 MILLION
Jacksonville, FL Landstar System, Inc. (NASDAQ: LSTR) reported diluted earnings per share of $0.89 on record second quarter revenue of $870 million in the 2017 second quarter. Landstar reported diluted earnings per share of $0.76 on revenue of $775 million in the 2016 second quarter. Gross profit (defined as revenue less the cost of purchased transportation and commissions to agents) was a second quarter record of $132.6 million in the 2017 second quarter compared to $121.0 million in the 2016 second quarter. Operating margin, representing operating income divided by gross profit, was 46.0 percent in the 2017 second quarter.
Truck transportation revenue hauled by independent business capacity owners (BCOs) and truck brokerage carriers in the 2017 second quarter was $815.6 million, or 94 percent of revenue, compared to $718.5 million, or 93 percent of revenue, in the 2016 second quarter. Truckload transportation revenue hauled via van equipment in the 2017 second quarter was $509.1 million compared to $458.0 million in the 2016 second quarter. Truckload transportation revenue hauled via unsided/platform equipment in the 2017 second quarter was $283.5 million compared to $242.0 million in the 2016 second quarter. Revenue hauled by rail, air and ocean cargo carriers was $43.1 million, or 5 percent of revenue, in the 2017 second quarter compared to $45.1 million, or 6 percent of revenue, in the 2016 second quarter.
Trailing twelve-month return on average shareholders equity was 27 percent and trailing twelve-month return on invested capital, net income divided by the sum of average equity plus average debt, was 22 percent. Currently, there are approximately
LANDSTAR SYSTEM/ 2
1,036,000 shares of the Companys common stock available for purchase under Landstars authorized share purchase program. As of July 1, 2017, the Company had $273 million in cash and short term investments and $214 million available for borrowings under the Companys senior credit facility.
In addition, Landstar announced today that its Board of Directors has declared a quarterly dividend of $0.10 per share payable on September 1, 2017, to stockholders of record as of the close of business on August 14, 2017. This quarterly dividend includes an 11 percent increase to the amount of the Companys quarterly dividend declared following each of the prior four quarters. It is currently the intention of the Board to pay dividends on a quarterly basis going forward.
Commenting on Landstars 2017 second quarter, Landstars President and CEO Jim Gattoni said, I am very pleased with Landstars performance in the 2017 second quarter. On April 26th, we provided second quarter revenue guidance of $820 million to $870 million and second quarter diluted earnings per share guidance of $0.84 to $0.89. Revenue and diluted earnings per share for the 2017 second quarter both came in at the top end of guidance. Revenue of $870 million was a second quarter record and represented growth of 12 percent over the 2016 second quarter. Diluted earnings per share of $0.89 grew 17 percent over the 2016 second quarter.
Gattoni continued, The number of loads hauled via truck in the 2017 second quarter increased 10 percent over the 2016 second quarter, driven by a 10 percent increase in the number of loads hauled via van equipment, an 8 percent increase in the number of loads hauled via unsided/platform equipment and a 20 percent increase in less-than-truckload volume. The number of loads hauled via truck in the second quarter of 2017 was a second quarter record. The number of loads hauled via railroads, ocean cargo carriers and air cargo carriers was 5 percent lower in the 2017 second quarter compared to the 2016 second quarter, due to continued softness in rail intermodal volume.
Gattoni further commented, As expected, the pricing environment for our truckload services continued to show slow improvement in the 2017 second quarter, as industry-wide truck capacity is firming in certain regions, especially with respect to flatbed loads.
LANDSTAR SYSTEM/ 3
As a result, revenue per load on loads hauled via truck was 3 percent higher in the 2017 second quarter compared to the 2016 second quarter. The percentage change in year-over-year revenue per load on loads hauled via truck was consistent each month during the quarter. 2017 second quarter operating margin was 46.0 percent, in line with our historical second quarter operating margin.
Gattoni continued, Historically, revenue in the Companys third fiscal quarter has been relatively consistent with revenue generated in the Companys second fiscal quarter. We typically have experienced revenue per load on loads hauled via truck in the Companys third quarter as slightly ahead of the second quarter while the number of loads hauled via truck in the third quarter as slightly below the second quarter. Through the first few weeks of July, we have experienced the normal seasonal uptick in revenue per load on loads hauled via truck. Also, the number of loads hauled via truck during the first few weeks of July is trending with the historical second quarter to third quarter pattern. As such, I expect 2017 third quarter revenue to be similar to the Companys 2017 second quarter revenue. Assuming insurance and claims costs in the 2017 third quarter are approximately 3.3 percent of BCO revenue, representing average insurance and claims costs as a percent of BCO revenue over the past 5 years, I would expect diluted earnings per share to be in a range of $0.88 to $0.93 in the 2017 third quarter.
Landstar will provide a live webcast of its quarterly earnings conference call tomorrow morning at 8:00 a.m. ET. To access the webcast, visit the Companys website at www.landstar.com; click on Investor Relations and Webcasts, then click on Landstars Second Quarter 2017 Earnings Release Conference Call.
This earnings announcement, as well as an accompanying slide presentation, is available through the Companys website at http://investor.landstar.com under Presentations and on a Form 8-K filed with the Securities and Exchange Commission.
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 and expectations. Terms such as anticipates, believes, estimates,
LANDSTAR SYSTEM/ 4
intention, expects, plans, predicts, may, should, could, 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 other claims; unfavorable development of existing accident claims; dependence on third party insurance companies; dependence on independent commission sales agents; dependence on third party capacity providers; decreased demand for transportation services; U.S. foreign trade relationships; substantial industry competition; disruptions or failures in the Companys computer systems; cyber and other information security incidents; dependence on key vendors; changes in fuel taxes; status of independent contractors; regulatory and legislative changes; regulations focused on diesel emissions and other air quality matters; catastrophic loss of a Company facility; intellectual property; unclaimed property; and other operational, financial or legal risks or uncertainties detailed in Landstars Form 10K for the 2016 fiscal year, described in Item 1A Risk Factors, and in 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 the Company undertakes no obligation to publicly update or revise any forward-looking statements.
About Landstar:
Landstar System, Inc. is a worldwide, asset-light provider of integrated transportation management solutions delivering safe, specialized transportation logistics services to a broad range of customers utilizing a network of agents, third-party capacity providers and employees. All Landstar transportation services companies are certified to ISO 9001:2008 quality management system standards and RC14001:2013 environmental, health, safety and security 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)
Twenty Six Weeks Ended | Thirteen Weeks Ended | |||||||||||||||
July 1, | June 25, | July 1, | June 25, | |||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Revenue |
$ | 1,651,342 | $ | 1,486,867 | $ | 870,434 | $ | 775,223 | ||||||||
Investment income |
1,022 | 743 | 608 | 363 | ||||||||||||
Costs and expenses: |
||||||||||||||||
Purchased transportation |
1,263,111 | 1,129,743 | 667,588 | 589,415 | ||||||||||||
Commissions to agents |
134,080 | 123,931 | 70,282 | 64,839 | ||||||||||||
Other operating costs, net of gains on asset sales/dispositions |
14,400 | 13,992 | 7,503 | 6,585 | ||||||||||||
Insurance and claims |
28,406 | 30,307 | 13,893 | 16,094 | ||||||||||||
Selling, general and administrative |
79,184 | 71,519 | 40,861 | 36,905 | ||||||||||||
Depreciation and amortization |
19,831 | 17,093 | 9,897 | 8,655 | ||||||||||||
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Total costs and expenses |
1,539,012 | 1,386,585 | 810,024 | 722,493 | ||||||||||||
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Operating income |
113,352 | 101,025 | 61,018 | 53,093 | ||||||||||||
Interest and debt expense |
1,902 | 1,777 | 819 | 888 | ||||||||||||
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Income before income taxes |
111,450 | 99,248 | 60,199 | 52,205 | ||||||||||||
Income taxes |
41,557 | 37,750 | 22,689 | 19,891 | ||||||||||||
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Net income |
$ | 69,893 | $ | 61,498 | $ | 37,510 | $ | 32,314 | ||||||||
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Earnings per common share |
$ | 1.67 | $ | 1.45 | $ | 0.89 | $ | 0.77 | ||||||||
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Diluted earnings per share |
$ | 1.66 | $ | 1.45 | $ | 0.89 | $ | 0.76 | ||||||||
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Average number of shares outstanding: |
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Earnings per common share |
41,907,000 | 42,315,000 | 41,935,000 | 42,235,000 | ||||||||||||
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Diluted earnings per share |
42,004,000 | 42,424,000 | 42,010,000 | 42,357,000 | ||||||||||||
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Dividends per common share |
$ | 0.18 | $ | 0.16 | $ | 0.09 | $ | 0.08 | ||||||||
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LANDSTAR SYSTEM/ 6
Landstar System, Inc. and Subsidiary
Consolidated Balance Sheets
(Dollars in thousands, except per share amounts)
(Unaudited)
July 1, | December 31, | |||||||
2017 | 2016 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 222,102 | $ | 178,897 | ||||
Short-term investments |
51,167 | 66,560 | ||||||
Trade accounts receivable, less allowance of $5,311 and $5,161 |
480,467 | 463,102 | ||||||
Other receivables, including advances to independent contractors, less allowance of $6,049 and $5,523 |
20,518 | 18,567 | ||||||
Other current assets |
19,291 | 10,281 | ||||||
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|
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Total current assets |
793,545 | 737,407 | ||||||
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Operating property, less accumulated depreciation and amortization of $202,050 and $190,374 |
259,346 | 272,843 | ||||||
Goodwill |
31,134 | 31,134 | ||||||
Other assets |
75,249 | 55,207 | ||||||
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Total assets |
$ | 1,159,274 | $ | 1,096,591 | ||||
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current liabilities: |
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Cash overdraft |
$ | 34,145 | $ | 36,251 | ||||
Accounts payable |
224,928 | 219,409 | ||||||
Current maturities of long-term debt |
41,356 | 45,047 | ||||||
Insurance claims |
29,077 | 26,121 | ||||||
Other current liabilities |
56,998 | 53,483 | ||||||
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Total current liabilities |
386,504 | 380,311 | ||||||
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Long-term debt, excluding current maturities |
77,639 | 93,257 | ||||||
Insurance claims |
30,402 | 26,883 | ||||||
Deferred income taxes and other non-current liabilities |
55,239 | 53,583 | ||||||
Shareholders equity: |
||||||||
Common stock, $0.01 par value, authorized 160,000,000 shares, issued 67,696,487 and 67,585,675 shares |
677 | 676 | ||||||
Additional paid-in capital |
203,410 | 199,414 | ||||||
Retained earnings |
1,575,342 | 1,512,993 | ||||||
Cost of 25,749,493 and 25,747,541 shares of common stock in treasury |
(1,167,600 | ) | (1,167,437 | ) | ||||
Accumulated other comprehensive loss |
(2,339 | ) | (3,089 | ) | ||||
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Total shareholders equity |
609,490 | 542,557 | ||||||
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Total liabilities and shareholders equity |
$ | 1,159,274 | $ | 1,096,591 | ||||
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LANDSTAR SYSTEM/ 7
Landstar System, Inc. and Subsidiary
Supplemental Information
(Unaudited)
Twenty Six Weeks Ended | Thirteen Weeks Ended | |||||||||||||||
July 1, | June 25, | July 1, | June 25, | |||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Revenue generated through (in thousands): |
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Truck transportation Truckload: |
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Van equipment |
$ | 978,918 | $ | 886,195 | $ | 509,135 | $ | 458,002 | ||||||||
Unsided/platform equipment |
520,658 | 451,430 | 283,481 | 242,008 | ||||||||||||
Less-than-truckload |
42,799 | 35,927 | 22,942 | 18,450 | ||||||||||||
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Total truck transportation |
1,542,375 | 1,373,552 | 815,558 | 718,460 | ||||||||||||
Rail intermodal |
44,357 | 52,337 | 21,515 | 26,229 | ||||||||||||
Ocean and air cargo carriers |
41,185 | 37,710 | 21,595 | 18,902 | ||||||||||||
Other (1) |
23,425 | 23,268 | 11,766 | 11,632 | ||||||||||||
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$1,651,342 | $1,486,867 | $870,434 | $775,223 | |||||||||||||
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Revenue on loads hauled via BCO Independent |
$ | 776,085 | $ | 707,652 | $ | 411,177 | $ | 373,374 | ||||||||
Number of loads: |
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Truck transportation Truckload: |
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Van equipment |
613,565 | 556,119 | 315,499 | 287,079 | ||||||||||||
Unsided/platform equipment |
236,427 | 219,034 | 125,242 | 116,292 | ||||||||||||
Less-than-truckload |
64,508 | 55,727 | 34,589 | 28,829 | ||||||||||||
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Total truck transportation |
914,500 | 830,880 | 475,330 | 432,200 | ||||||||||||
Rail intermodal |
20,960 | 24,180 | 10,310 | 12,150 | ||||||||||||
Ocean and air cargo carriers |
11,940 | 9,780 | 6,210 | 5,220 | ||||||||||||
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947,400 | 864,840 | 491,850 | 449,570 | |||||||||||||
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Loads hauled via BCO Independent Contractors (2) included in total truck transportation |
453,860 | 414,660 | 235,630 | 216,990 | ||||||||||||
Revenue per load: |
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Truck transportation Truckload: |
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Van equipment |
$ | 1,595 | $ | 1,594 | $ | 1,614 | $ | 1,595 | ||||||||
Unsided/platform equipment |
2,202 | 2,061 | 2,263 | 2,081 | ||||||||||||
Less-than-truckload |
663 | 645 | 663 | 640 | ||||||||||||
Total truck transportation |
1,687 | 1,653 | 1,716 | 1,662 | ||||||||||||
Rail intermodal |
2,116 | 2,164 | 2,087 | 2,159 | ||||||||||||
Ocean and air cargo carriers |
3,449 | 3,856 | 3,477 | 3,621 | ||||||||||||
Revenue per load on loads hauled via BCO Independent Contractors (2) |
$ | 1,710 | $ | 1,707 | $ | 1,745 | $ | 1,721 | ||||||||
Revenue by capacity type (as a % of total revenue); |
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Truck capacity providers: |
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BCO Independent Contractors (2) |
47 | % | 48 | % | 47 | % | 48 | % | ||||||||
Truck Brokerage Carriers |
46 | % | 45 | % | 46 | % | 45 | % | ||||||||
Rail intermodal |
3 | % | 4 | % | 2 | % | 3 | % | ||||||||
Ocean and air cargo carriers |
2 | % | 3 | % | 2 | % | 2 | % | ||||||||
Other |
1 | % | 2 | % | 1 | % | 2 | % | ||||||||
July 1, | June 25, | |||||||||||||||
2017 | 2016 | |||||||||||||||
Truck Capacity Providers |
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BCO Independent Contractors (2) |
8,818 | 8,856 | ||||||||||||||
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Truck Brokerage Carriers: |
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Approved and active (3) |
31,636 | 30,137 | ||||||||||||||
Other approved |
15,381 | 15,594 | ||||||||||||||
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47,017 | 45,731 | |||||||||||||||
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Total available truck capacity providers |
55,835 | 54,587 | ||||||||||||||
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Trucks provided by BCO Independent Contractors (2) |
9,404 | 9,462 |
(1) | Includes primarily reinsurance premium revenue generated by the insurance segment. |
(2) | BCO Independent Contractors are independent contractors who provide truck capacity to the Company under exclusive lease arrangements. |
(3) | Active refers to Truck Brokerage Carriers who moved at least one load in the 180 days immediately preceding the fiscal quarter end. |
July 26, 2017 Landstar System, Inc. Earnings Conference Call Second Quarter 2017 Date Published: 07/26/2017 Exhibit 99.2
The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995. Statements made during this presentation that are not based on historical facts are “forward looking statements.” During this presentation, I may make certain statements, containing forward-looking statements, such as statements which relate to Landstar’s business objectives, plans, strategies and expectations. Such statements are by nature subject to uncertainties and risks, including but not limited to: the operational, financial and legal risks detailed in Landstar’s Form 10-K for the 2016 fiscal year, described in the section 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. Date Published: 07/26/2017
Model Definition Landstar is a worldwide, asset-light provider of integrated transportation management solutions delivering safe, specialized transportation services to a broad range of customers utilizing a network of agents, third party capacity providers and employees. Date Published: 07/26/2017
The Network Landstar Employees Approx. 1,200 Agents Approx. 1,200 Customers 25,000+ Capacity 56,000+ 2016 Results $3.2 billion in revenue 1.8 million loadings 502 million dollar agents 9,439 BCO trucks (2016 year-end) 47,453 Carriers (2016 year-end) 15,000+ Trailers (2016 year-end) Date Published: 07/26/2017
Percentage of Revenue 2Q16 2Q17 Truck Transportation Truckload Van equipment 59% 58% Unsided/platform equipment 31% 33% Less-than-truckload 2% 3% Rail intermodal 3% 2% Ocean and air cargo 2% 2% Transportation Management Services Date Published: 07/26/2017
Percentage change in rate is calculated on a revenue per load basis. Percentage change in volume is calculated on the number of loads hauled. Revenue ($’s in thousands) Date Published: 07/26/2017 Quarter Year-to-Date
Van Equipment Unsided/Platform Equipment Truckload Loadings and Revenue per Load (Excludes LTL) Date Published: 07/26/2017
As a Percentage of Revenue 2Q16 2Q17 Quarter over Prior Year Quarter Growth Consumer Durables 20.4 21.1 16% Machinery 14.6 15.2 18% Automotive 9.1 8.2 1% Building Products 9.6 9.7 13% Metals 7.0 6.7 9% AA&E, Hazmat 8.0 9.0 26% Foodstuffs 5.1 4.7 3% Energy 3.0 3.7 36% Other 23.2 21.7 6% Transportation Revenue 100.0 100.0 12% Industries Served Date Published: 07/26/2017
15.6% 15.2% Gross profit equals revenue less the cost of purchased transportation and commissions to agents. Gross profit margin equals gross profit divided by revenue. Revenue on transactions with a fixed gross profit margin was 56% and 54% of revenue in the 2016 and 2017 year-to-date periods, respectively, and 55% and 54% of revenue in the 2016 and 2017 second quarters, respectively. Gross Profit (1) and Gross Profit Margin (2) ($’s in thousands) Date Published: 07/26/2017 Quarter Year-to-Date 15.7% 15.4%
50.5% 48.4% 4 Operating margin equals operating income divided by gross profit. Operating Income and Operating Margin (1) ($’s in thousands) Date Published: 07/26/2017 Quarter Year-to-Date 43.9% 46.0% 43.3% 10 44.6%
Date Published: 07/26/2017 Truck Capacity Data (All information is provided as of the end of the period)
(1) Net cash is defined as cash and cash equivalents plus short term investments less outstanding debt. Date Published: 07/26/2017 Key Balance Sheet and Cash Flow Statistics ($’s in thousands)
Free Cash Flow (1) / Share Purchases Date Published: 07/26/2017 (In Thousands) (1) Free cash flow is defined as cash flow from operations less capital expenditures, each set forth on the prior slide.
Date Published: 07/26/2017