8-K
LANDSTAR SYSTEM INC 021-238 false 0000853816 0000853816 2020-04-22 2020-04-22

 

 

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 22, 2020

 

 

IMAGE

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

(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:

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock

 

LSTR

 

NASDAQ

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 April 22, 2020, Landstar System, Inc. (“Landstar” or the “Company”) issued a press release announcing results for the first quarter of fiscal 2020. 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 April 22, 2020, 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 April 23, 2020 in connection with the Company’s release of results for the first quarter of fiscal 2020.

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 April 22, 2020 of Landstar System, Inc.

         
 

99.2

   

Slide Presentation dated April 22, 2020 of Landstar System, Inc.

         
 

104

   

Inline XBRL for the cover page of this Current Report on Form 8-K


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 22, 2020

 

 

By:

 

/s/ L. Kevin Stout

 

 

Name:

 

L. Kevin Stout

 

 

Title:

 

Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

 

LOGO

 

For Immediate Release    Contact: Kevin Stout
   Landstar System, Inc.
   www.landstar.com
April 22, 2020    904-398-9400

LANDSTAR SYSTEM REPORTS 2020 FIRST QUARTER RESULTS

AND ITS RESPONSE TO THE COVID-19 PANDEMIC

Jacksonville, FL – Landstar System, Inc. (NASDAQ: LSTR) reported diluted earnings per share of $1.04 in the 2020 first quarter on revenue of $927.6 million. Landstar reported diluted earnings per share of $1.58 on revenue of $1.033 billion in the 2019 first quarter. Gross profit (defined as revenue less the cost of purchased transportation and commissions to agents) was $142.9 million in the 2020 first quarter compared to $155.6 million in the 2019 first quarter.

Truck transportation revenue hauled by independent business capacity owners (“BCOs”) and truck brokerage carriers in the 2020 first quarter was $854.6 million, or 92 percent of revenue, compared to $953.1 million, or 92 percent of revenue, in the 2019 first quarter. Truckload transportation revenue hauled via van equipment in the 2020 first quarter was $545.3 million compared to $619.0 million in the 2019 first quarter. Truckload transportation revenue hauled via unsided/platform equipment in the 2020 first quarter was $286.3 million compared to $310.7 million in the 2019 first quarter. Revenue hauled by rail, air and ocean cargo carriers was $54.7 million, or 6 percent of revenue, in the 2020 first quarter compared to $60.7 million, or 6 percent of revenue, in the 2019 first quarter.

During the 2020 first quarter Landstar generated $99.2 million in operating cash flow, spent $5.8 million in cash capital expenditures and paid $86.3 million in dividends. Additionally, Landstar purchased 1,178,970 shares of its common stock during the 2020 first quarter at an aggregate cost of approximately $116.0 million. Currently, the Company is authorized to purchase up to 1,821,030 shares of the Company’s common


LANDSTAR SYSTEM/ 2

 

stock under Landstar’s previously announced share purchase program. Also, Landstar announced today that its Board of Directors has declared a quarterly dividend of $0.185 per share payable on May 29, 2020, to stockholders of record as of the close of business on May 7, 2020. It is currently the intention of the Board to pay dividends on a quarterly basis going forward.

“Overall, I was pleased with the 2020 first quarter financial results given the somewhat balanced freight environment and difficult comparisons to the record 2019 first quarter,” said Landstar’s President and Chief Executive Officer Jim Gattoni. “Landstar performed as we anticipated until the final week of the quarter. Through the first twelve weeks of the quarter, the week-to-week trends in the number of loads hauled and revenue per load on loads hauled via truck were consistent with our expectations based on historical experience. In fact, as the quarter progressed, we began to see signs that demand was improving as year-over-year comparisons eased. Unfortunately, these positive signs were completely extinguished by the impact of the coronavirus (COVID-19) pandemic. Dispatched truck load volume in the final week of the 2020 first quarter decreased significantly from the previous week as a result of actions taken by governmental authorities and businesses to reduce the spread of the coronavirus. Shelter-at-home mandates and closing of manufacturing facilities significantly affected demand for transportation by many industry segments we service. We expect those conditions to persist throughout the 2020 second quarter. Accordingly, we believe our 2020 first quarter results and operating trends will in no way provide any indication regarding what our financial results may be with respect to Landstar’s 2020 second quarter.”

Gattoni continued, “Although it is unclear as to the duration and depth of impact the coronavirus will have on the freight transportation industry, we believe Landstar is in a good position operationally and financially to withstand the most significant and rapid decline of the U.S. economy in recent history. Operationally, the decentralized nature of the Landstar model, where independent agents provide truck dispatch, freight tracking, trailer management and numerous other operational functions from over 1,200 agent locations throughout North America, provides a clear advantage in an environment where social distancing can disrupt centralized business structures. Landstar employees, however, who service agents, BCOs and other third party capacity


LANDSTAR SYSTEM/ 3

 

providers via administrative and operational support, are centralized in two primary Company locations. In order to protect the health and well-being of all Landstar employees and their families, reduce the risk of community spread within our two primary office locations and substantially limit the potential for disruption in our administrative and operational functions, during March we transitioned over 800 of Landstar’s 1,200 corporate employees based in the United States to work-at-home. We now have over 1,000 Landstar employees working remotely. That transformation has been highly successful.”

“During the 2020 second quarter, we do not expect to take any drastic cost reduction measures that would disrupt our ability to service Landstar’s customers, agents, BCOs or other third party capacity providers or slow the progress on our technology initiatives,” Gattoni said. “Additionally, we have undertaken to provide additional financial support to Landstar’s agents and BCOs during this crisis. These initiatives will impact the Company’s earnings in the 2020 second quarter. Most notably, for each load delivered by a BCO with a confirmed delivery date from April 1 through April 30, 2020, Landstar will pay an extra $50 to each of the BCO hauling the load and the Landstar agent dispatching the load. We estimate Landstar BCOs will deliver between 60,000 and 70,000 loads in April of 2020. Also, if a Landstar BCO tests positive for COVID-19 or is placed under a mandatory quarantine by a public health authority, Landstar will provide up to $2,000 to the affected BCO.”

“In this highly unpredictable economic environment, we will not be providing revenue and earnings guidance for the 2020 second quarter. Nevertheless, as an example of how Landstar’s variable cost business model would react under certain unfavorable assumptions, it is worth noting that if one were to assume a 20% to 30% decrease in revenue in the 2020 second quarter as compared to the 2019 second quarter, plus taking into account the $100 per load cost of the additional purchased transportation and commissions to agents payable with respect to loads anticipated to be delivered by BCOs in the month of April, diluted earnings per share would be expected to be in a range of $0.70 to $0.85. This in no way should be interpreted as any sort of guidance, but rather a demonstration of the resiliency of the Landstar model, and that Landstar’s ability to generate earnings is somewhat insulated from the possible effects of a prolonged recession. Additionally, in the event that current market conditions persist, it is possible that Landstar will provide additional financial pandemic relief to its agents and/or BCOs during the 2020 second quarter which could impact the Company’s earnings.”


LANDSTAR SYSTEM/ 4

 

“Our overarching goals throughout this crisis are to preserve the culture and strength of the Landstar network while keeping the participants in our network safe. We expect near-term revenue and earnings to be significantly adversely impacted by the current economic environment, but ultimately expect to generate sufficient operating cash flow to pay all members of our network in a timely manner, pay the regular quarterly dividend, fund our technology initiatives and pay finance lease obligations. We will be prudent in our approach to share purchases over the next few months as the depth and duration of the crisis becomes clearer. We ended the 2020 first quarter with $211 million in cash and short-term investments with undrawn revolver capacity under our senior credit facility of $216 million (with the ability to increase to $366 million). Although we expect the COVID-19 pandemic to have a significant adverse impact on our results of operations in the 2020 second quarter, we expect our financial position to remain strong throughout this unprecedented time.”

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 Company’s website at www.landstar.com; click on “Investor Relations” and “Webcasts,” then click on “Landstar’s First Quarter 2020 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 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: the impact of the coronavirus (COVID-19) pandemic; an increase in the


LANDSTAR SYSTEM/ 5

 

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 Landstar’s Form 10K for the 2019 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 services to a broad range of customers utilizing a network of agents, third-party capacity providers and employees. Landstar transportation services companies are certified to ISO 9001:2015 quality management system standards and RC14001:2015 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/6

 

Landstar System, Inc. and Subsidiary

Consolidated Statements of Income

(Dollars in thousands, except per share amounts)

(Unaudited)

 

     Thirteen Weeks Ended  
     March 28,      March 30,  
     2020      2019  

Revenue

   $ 927,566      $ 1,033,000  

Investment income

     1,167        1,138  

Costs and expenses:

     

Purchased transportation

     709,257        791,755  

Commissions to agents

     75,376        85,671  

Other operating costs, net of gains on asset sales/dispositions

     8,306        8,239  

Insurance and claims

     24,957        14,993  

Selling, general and administrative

     45,327        41,268  

Depreciation and amortization

     11,505        11,316  
  

 

 

    

 

 

 

Total costs and expenses

     874,728        953,242  
  

 

 

    

 

 

 

Operating income

     54,005        80,896  

Interest and debt expense

     952        805  
  

 

 

    

 

 

 

Income before income taxes

     53,053        80,091  

Income taxes

     12,158        16,791  
  

 

 

    

 

 

 

Net income

     40,895        63,300  

Less: Net loss attributable to noncontrolling interest

     —          (17
  

 

 

    

 

 

 

Net income attributable to Landstar System, Inc. and subsidiary

   $ 40,895      $ 63,317  
  

 

 

    

 

 

 

Earnings per common share attributable to Landstar System, Inc. and subsidiary

   $ 1.04      $ 1.58  
  

 

 

    

 

 

 

Diluted earnings per share attributable to Landstar System, Inc. and subsidiary

   $ 1.04      $ 1.58  
  

 

 

    

 

 

 

Average number of shares outstanding:

     

Earnings per common share

     39,254,000        40,161,000  
  

 

 

    

 

 

 

Diluted earnings per share

     39,254,000        40,166,000  
  

 

 

    

 

 

 

Dividends per common share

   $ 0.185      $ 0.165  
  

 

 

    

 

 

 


LANDSTAR SYSTEM/7

 

Landstar System, Inc. and Subsidiary

Consolidated Balance Sheets

(Dollars in thousands, except per share amounts)

(Unaudited)

 

     March 28,     December 28,  
     2020     2019  

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 177,224     $ 319,515  

Short-term investments

     33,627       32,901  

Trade accounts receivable, less allowance of $8,536 and $7,284

     562,528       588,549  

Other receivables, including advances to independent contractors, less allowance of $8,847 and $7,667

     35,153       35,553  

Other current assets

     7,624       21,370  
  

 

 

   

 

 

 

Total current assets

     816,156       997,888  
  

 

 

   

 

 

 

Operating property, less accumulated depreciation and amortization of $286,593 and $280,849

     276,663       285,855  

Goodwill

     37,182       38,508  

Other assets

     106,432       105,460  
  

 

 

   

 

 

 

Total assets

   $ 1,236,433     $ 1,427,711  
  

 

 

   

 

 

 

LIABILITIES AND EQUITY

    

Current liabilities:

    

Cash overdraft

   $ 36,002     $ 53,878  

Accounts payable

     272,175       271,996  

Current maturities of long-term debt

     39,944       42,632  

Insurance claims

     50,773       44,532  

Dividends payable

     —         78,947  

Contractor escrow

     24,517       24,902  

Other current liabilities

     41,420       36,017  
  

 

 

   

 

 

 

Total current liabilities

     464,831       552,904  
  

 

 

   

 

 

 

Long-term debt, excluding current maturities

     61,977       70,212  

Insurance claims

     33,456       33,575  

Deferred income taxes and other non-current liabilities

     49,074       49,551  

Shareholders’ equity:

    

Common stock, $0.01 par value, authorized 160,000,000 shares, issued 68,167,482 and 68,083,419 shares

     682       681  

Additional paid-in capital

     224,973       226,123  

Retained earnings

     1,995,018       1,962,161  

Cost of 29,796,974 and 28,609,926 shares of common stock in treasury

     (1,581,885     (1,465,284

Accumulated other comprehensive loss

     (11,693     (2,212
  

 

 

   

 

 

 

Total shareholders’ equity

     627,095       721,469  
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 1,236,433     $ 1,427,711  
  

 

 

   

 

 

 


LANDSTAR SYSTEM/8

 

Landstar System, Inc. and Subsidiary

Supplemental Information

(Unaudited)

 

     Thirteen Weeks Ended  
     March 28,     March 30,  
     2020     2019  

Revenue generated through (in thousands):

    

Truck transportation

    

Truckload:

    

Van equipment

   $ 545,307     $ 619,014  

Unsided/platform equipment

     286,328       310,721  

Less-than-truckload

     22,941       23,376  
  

 

 

   

 

 

 

Total truck transportation

     854,576       953,111  

Rail intermodal

     28,129       30,015  

Ocean and air cargo carriers

     26,587       30,669  

Other (1)

     18,274       19,205  
  

 

 

   

 

 

 
   $ 927,566     $ 1,033,000  
  

 

 

   

 

 

 

Revenue on loads hauled via BCO Independent Contractors (2) included in total truck transportation

   $ 431,279     $ 449,308  

Number of loads:

    

Truck transportation

    

Truckload:

    

Van equipment

     315,345       341,821  

Unsided/platform equipment

     120,589       125,170  

Less-than-truckload

     38,356       35,309  
  

 

 

   

 

 

 

Total truck transportation

     474,290       502,300  

Rail intermodal

     11,540       12,460  

Ocean and air cargo carriers

     7,070       7,510  
  

 

 

   

 

 

 
     492,900       522,270  
  

 

 

   

 

 

 

Loads hauled via BCO Independent Contractors (2) included in total truck transportation

     233,400       234,850  

Revenue per load:

    

Truck transportation

    

Truckload:

    

Van equipment

   $ 1,729     $ 1,811  

Unsided/platform equipment

     2,374       2,482  

Less-than-truckload

     598       662  

Total truck transportation

     1,802       1,897  

Rail intermodal

     2,438       2,409  

Ocean and air cargo carriers

     3,761       4,084  

Revenue per load on loads hauled via BCO Independent Contractors (2)

   $ 1,848     $ 1,913  

Revenue by capacity type (as a % of total revenue);

    

Truck capacity providers:

    

BCO Independent Contractors (2)

     46     43

Truck Brokerage Carriers

     46     49

Rail intermodal

     3     3

Ocean and air cargo carriers

     3     3

Other

     2     2
     March 28,     March 30,  
     2020     2019  

Truck Capacity Providers

    

BCO Independent Contractors (2)

     9,444       9,911  
  

 

 

   

 

 

 

Truck Brokerage Carriers:

    

Approved and active (3)

     38,879       40,404  

Other approved

     16,657       18,659  
  

 

 

   

 

 

 
     55,536       59,063  
  

 

 

   

 

 

 

Total available truck capacity providers

     64,980       68,974  
  

 

 

   

 

 

 

Trucks provided by BCO Independent Contractors (2)

     10,112       10,637  

 

(1)

Includes primarily reinsurance premium revenue generated by the insurance segment and intra-Mexico transportation services revenue generated by Landstar Metro.

(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.

EX-99.2

Slide 1

April 22, 2020 Landstar System, Inc. Earnings Conference Call First Quarter 2020 Date Published: 04/22/2020 Exhibit 99.2


Slide 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 impact of coronavirus (COVID-19) pandemic and the operational, financial and legal risks detailed in Landstar’s Form 10-K for the 2019 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: 04/22/2020


Slide 3

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: 04/22/2020


Slide 4

The Network Landstar Employees Approx. 1,300 Agents Approx. 1,200 Customers 25,000+ Capacity 65,000+ 2019 Results $4.1 billion in revenue 2.1 million loadings 555 million dollar agents 10,243 BCO trucks (2019 year-end) 56,317 Carriers (2019 year-end) 17,000+ Trailers (2019 year-end) Date Published: 04/22/2020


Slide 5

Percentage of Revenue 1Q19 1Q20 Truck Transportation Truckload Van equipment 60% 59% Unsided/platform equipment 30% 31% Less-than-truckload 2% 2% Rail intermodal 3% 3% Ocean and air cargo 3% 3% Transportation Management Services Date Published: 04/22/2020


Slide 6

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: 04/22/2020 Quarter Quarter


Slide 7

Van Equipment Unsided/Platform Equipment Truckload Loadings and Revenue per Load (Excludes LTL) Date Published: 04/22/2020


Slide 8

As a Percentage of Revenue 1Q19 1Q20 Quarter over Prior Year Quarter Change in Revenue Consumer Durables 24.8 23.9 -14% Machinery 13.6 13.4 -12% Automotive 8.6 7.4 -23% Building Products 8.4 9.1 -3% Metals 6.3 5.9 -17% AA&E, Hazmat 8.7 9.1 -6% Foodstuffs 4.0 4.7 5% Energy 2.4 3.4 27% Other 23.2 23.1 -10% Transportation Revenue 100.0 100.0 -10% Industries Served Date Published: 04/22/2020


Slide 9

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 50% and 52% of revenue in the 2019 and 2020 first quarters, respectively. Gross Profit (1) and Gross Profit Margin (2) ($’s in thousands) Date Published: 04/22/2020 Quarter 15.1% 15.4% Quarter


Slide 10

Operating margin equals operating income divided by gross profit. Operating Income and Operating Margin (1) ($’s in thousands) Date Published: 04/22/2020 Quarter 52.0% 37.8% 10 Quarter


Slide 11

Date Published: 04/22/2020 Truck Capacity Data (All information is provided as of the end of the period)


Slide 12

(1) Net cash is defined as cash and cash equivalents plus short term investments less outstanding debt. Date Published: 04/22/2020 Key Balance Sheet and Cash Flow Statistics ($’s in thousands)


Slide 13

Free Cash Flow (1) , Stock Purchases and Dividends Date Published: 04/22/2020 (In Thousands) (1) Free cash flow is defined as cash flow from operations less capital expenditures, each set forth on the prior slide.


Slide 14

Date Published: 04/22/2020