UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| Item 7.01 | Regulation FD Disclosure. |
As previously announced, on September 12, 2019, James B. Gattoni, President and Chief Executive Officer of Landstar System, Inc. (“Landstar” or the “Company”), will appear at approximately 8:10 a.m. PDT on behalf of the Company at Morgan Stanley’s 7th Annual Laguna Conference in Laguna, California. It is anticipated that Mr. Gattoni will provide an update with respect to the Company’s revenue and diluted earnings per share guidance for the Company’s third fiscal quarter provided in its 2019 second quarter earnings release, a copy of which was furnished as an exhibit to a Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2019.
Mr. Gattoni intends to state during his webcast remarks at the conference that based on Landstar truck revenue per load and number of loads hauled via truck through the first two fiscal months of the Company’s 2019 third quarter as well as overall market conditions thus far in September, revenue for the 2019 third quarter is expected to be near the low end of the Company’s previously issued guidance. Further, a BCO independent contractor with a subsidiary of the Company was involved in a tragic vehicular accident during the 2019 third quarter that is expected to adversely impact insurance and claims costs in the 2019 third quarter. Due to higher than anticipated insurance and claim costs and overall market conditions thus far throughout the third quarter, Mr. Gattoni intends to state that the Company believes that it will not achieve the bottom end of the range of its diluted earnings per share guidance provided on July 24, 2019.
The information furnished under Item 7.01 of this Current Report on Form 8-K 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.
The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995. Statements contained in this Current Report on Form 8-K that are not based on historical facts are “forward-looking statements”. This Form 8-K contains forward-looking statements, such as statements which relate to Landstar’s business objectives, plans, strategies and expectations. Terms such as “anticipates,” “believes,” “estimates,” “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 Company’s 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 the Company’s Form 10-K for the 2018 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.
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: September 11, 2019 |
By: |
/s/ L. Kevin Stout | ||||
| Name: |
L. Kevin Stout | |||||
| Title: |
Vice President and Chief Financial Officer | |||||