QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
☒ | Accelerated filer | ☐ | ||||
Non-accelerated filer |
☐ | Smaller reporting company | ||||
Emerging growth company |
PART I – Financial Information | ||||
Item 1. Financial Statements (unaudited) | ||||
Page 4 |
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Page 5 |
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Page 6 |
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Page 7 |
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Page 8 |
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Page 9 |
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Page 17 |
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Page 28 |
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Page 29 |
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PART II – Other Information | ||||
Page 29 |
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Page 29 |
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Page 31 |
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Page 32 |
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Page 34 |
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March 26, 2022 |
December 25, 2021 |
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ASSETS |
||||||||
Current Assets |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Short-term investments |
||||||||
Trade accounts receivable, less allowance of $ |
||||||||
Other receivables, including advances to independent contractors, less allowance of $ |
||||||||
Other current assets |
||||||||
Total current assets |
||||||||
Operating property, less accumulated depreciation and amortization of $ |
||||||||
Goodwill |
||||||||
Other assets |
||||||||
Total assets |
$ | $ | ||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||
Current Liabilities |
||||||||
Cash overdraft |
$ | $ | ||||||
Accounts payable |
||||||||
Current maturities of long-term debt |
||||||||
Insurance claims |
||||||||
Dividends payable |
— | |||||||
Accrued income taxes |
||||||||
Other current liabilities |
||||||||
Total current liabilities |
||||||||
Long-term debt, excluding current maturities |
||||||||
Insurance claims |
||||||||
Deferred income taxes and other noncurrent liabilities |
||||||||
Shareholders’ Equity |
||||||||
Common stock, $ |
||||||||
Additional paid-in capital |
||||||||
Retained earnings |
||||||||
Cost of |
( |
) | ( |
) | ||||
Accumulated other comprehensive loss |
( |
) | ( |
) | ||||
Total shareholders’ equity |
||||||||
Total liabilities and shareholders’ equity |
$ | $ | ||||||
Thirteen Weeks Ended |
||||||||
March 26, 2022 |
March 27, 2021 |
|||||||
Revenue |
$ | $ | ||||||
Investment income |
||||||||
Costs and expenses: |
||||||||
Purchased transportation |
||||||||
Commissions to agents |
||||||||
Other operating costs, net of gains on asset sales/dispositions |
||||||||
Insurance and claims |
||||||||
Selling, general and administrative |
||||||||
Depreciation and amortization |
||||||||
Total costs and expenses |
||||||||
Operating income |
||||||||
Interest and debt expense |
||||||||
Income before income taxes |
||||||||
Income taxes |
||||||||
Net income |
$ | $ | ||||||
Diluted earnings per share |
$ | $ | ||||||
Average diluted shares outstanding |
||||||||
Dividends per common share |
$ | $ | ||||||
Thirteen Weeks Ended |
||||||||
March 26, 2022 |
March 27, 202 2 |
|||||||
Net income |
$ | $ | ||||||
Other comprehensive loss: |
||||||||
Unrealized holding losses on available-for-sale |
( |
) | ( |
) | ||||
Foreign currency translation gains (losses) |
( |
) | ||||||
Other comprehensive loss |
( |
) | ( |
) | ||||
Comprehensive income |
$ | $ | ||||||
Thirteen Weeks Ended |
||||||||
March 26, 2022 |
March 27, 2021 |
|||||||
OPERATING ACTIVITIES |
||||||||
Net income |
$ | $ | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
||||||||
Non-cash interest charges |
||||||||
Provisions for losses on trade and other accounts receivable |
||||||||
Gains on sales/disposals of operating property |
( |
) | ( |
) | ||||
Deferred income taxes, net |
( |
) | ||||||
Stock-based compensation |
||||||||
Changes in operating assets and liabilities: |
||||||||
(Increase) decrease in trade and other accounts receivable |
( |
) | ||||||
Decrease in other assets |
||||||||
Increase in accounts payable |
||||||||
Increase in other liabilities |
||||||||
Increase (decrease) in insurance claims |
( |
) | ||||||
NET CASH PROVIDED BY OPERATING ACTIVITIES |
||||||||
INVESTING ACTIVITIES |
||||||||
Sales and maturities of investments |
||||||||
Purchases of investments |
( |
) | ( |
) | ||||
Purchases of operating property |
( |
) | ( |
) | ||||
Proceeds from sales of operating property |
||||||||
NET CASH USED BY INVESTING ACTIVITIES |
( |
) | ( |
) | ||||
FINANCING ACTIVITIES |
||||||||
(Decrease) increase in cash overdraft |
( |
) | ||||||
Dividends paid |
( |
) | ( |
) | ||||
Proceeds from exercises of stock options |
||||||||
Taxes paid in lieu of shares issued related to stock-based compensation plans |
( |
) | ( |
) | ||||
Borrowings on revolving credit facility |
||||||||
Purchases of common stock |
( |
) | ||||||
Principal payments on finance lease obligations |
( |
) | ( |
) | ||||
NET CASH USED BY FINANCING ACTIVITIES |
( |
) | ( |
) | ||||
Effect of exchange rate changes on cash and cash equivalents |
||||||||
Decrease in cash, cash equivalents and restricted cash |
( |
) | ( |
) | ||||
Cash, cash equivalents and restricted cash at beginning of period |
||||||||
Cash, cash equivalents and restricted cash at end of period |
$ | $ | ||||||
Common Stock |
Additional Paid-In Capital |
Retained Earnings |
Treasury Stock at Cost |
Accumulated Other Comprehensive Loss |
Total |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||
Balance December 25, 2021 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
Net income |
||||||||||||||||||||||||||||||||
Dividends ($ |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Purchases of common stock |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Issuance of stock related to stock-based compensation plans |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
Stock-based compensation |
||||||||||||||||||||||||||||||||
Other comprehensive loss |
( |
) | ( |
) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance March 26, 2022 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
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|||||||||||||||||
|
|
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|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Common Stock |
Additional Paid-In Capital |
Retained Earnings |
Treasury Stock at Cost |
Accumulated Other Comprehensive Loss |
Total |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||
Balance December 26, 2020 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
Net income |
||||||||||||||||||||||||||||||||
Dividends ($ |
( |
) | ( |
) | ||||||||||||||||||||||||||||
Issuance of stock related to stock-based compensation plans |
— | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||
Stock-based compensation |
||||||||||||||||||||||||||||||||
Other comprehensive loss |
( |
) | ( |
) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance March 27, 2021 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
|
|
|
|
|
|
|
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|
(1) |
Significant Accounting Policies |
Thirteen Weeks Ended |
||||||||
Mode |
March 26, 2022 |
March 27, 2021 |
||||||
Truck – BCO Independent Contractors |
% | % | ||||||
Truck – Truck Brokerage Carriers |
% | % | ||||||
Rail intermodal |
% | % | ||||||
Ocean and air cargo carriers |
% | % | ||||||
Truck Equipment Type |
||||||||
Van equipment |
$ | $ | ||||||
Unsided/platform equipment |
$ | $ | ||||||
Less-than-truckload |
$ | $ | ||||||
Other truck transportation (1) |
$ | $ |
(1) | Includes power-only, expedited, straight truck, cargo van, and miscellaneous other truck transportation revenue generated by the transportation logistics segment. Power-only refers to shipments where the Company furnishes a power unit and an operator but not trailing equipment, which is typically provided by the shipper or consignee. |
(2) |
Share-based Payment Arrangements |
Thirteen Weeks Ended |
||||||||
March 26, 2022 |
March 27, 2021 |
|||||||
Total cost of the Plans during the period |
$ | $ | ||||||
Amount of related income tax benefit recognized during the period |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net cost of the Plans during the period |
$ | ( |
) | $ | ||||
|
|
|
|
Number of RSUs |
Weighted Average Grant Date Fair Value |
|||||||
Outstanding at December 25, 2021 |
$ | |||||||
Granted |
$ | |||||||
Shares earned in excess of target (1) |
$ | |||||||
Vested shares, including shares earned in excess of target |
( |
) | $ | |||||
Forfeited |
( |
) | $ | |||||
|
|
|||||||
Outstanding at March 26, 2022 |
$ | |||||||
|
|
(1) |
Represents additional shares earned under each of the February 2, 2017; February 2, 2018 and February 1, 2019 RSU awards as fiscal year 2021 financial results exceeded target performance level. |
Number of Shares and Deferred Stock Units |
Weighted Average Grant Date Fair Value |
|||||||
Non-vested at December 25, 2021 |
$ | |||||||
Granted |
$ | |||||||
Vested |
( |
) | $ | |||||
Forfeited |
( |
) | $ | |||||
Non-vested at March 26, 2022 |
$ | |||||||
Number of Options |
Weighted Average Exercise Price per Share |
Weighted Average Remaining Contractual Term (years) |
Aggregate Intrinsic Value (000s) |
|||||||||||||
Options outstanding at December 25, 2021 |
$ | |||||||||||||||
Exercised |
( |
) | $ | |||||||||||||
Options outstanding at March 26, 2022 |
$ | $ | ||||||||||||||
Options exercisable at March 26, 2022 |
$ | $ | ||||||||||||||
(3) |
Income Taxes |
(4) |
Earnings Per Share |
(5) |
Additional Cash Flow Information |
(6) |
Segment Information |
Thirteen Weeks Ended |
||||||||||||||||||||||||
March 26, 2022 |
March 27, 2021 |
|||||||||||||||||||||||
Transportation Logistics |
Insurance |
Total |
Transportation Logistics |
Insurance |
Total |
|||||||||||||||||||
External revenue |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Internal revenue |
||||||||||||||||||||||||
Investment income |
||||||||||||||||||||||||
Operating income |
||||||||||||||||||||||||
Expenditures on long-lived assets |
||||||||||||||||||||||||
Goodwill |
(7) |
Other Comprehensive Income |
Unrealized Holding Gains (Losses) on Available-for-Sale Securities |
Foreign Currency Translation |
Total |
||||||||||
Balance as of December 25, 2021 |
$ | $ | ( |
) | $ | ( |
) | |||||
Other comprehensive (loss) income |
( |
) | ( |
) | ||||||||
Balance as of March 26, 2022 |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
(8) |
Investments |
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
|||||||||||||
March 26, 2022 |
||||||||||||||||
Money market investments |
$ | $ | — | $ | — | $ | ||||||||||
Asset-backed securities |
— | |||||||||||||||
Corporate bonds and direct obligations of government agencies |
||||||||||||||||
U.S. Treasury obligations |
— | |||||||||||||||
Total |
$ | $ | $ | $ | ||||||||||||
December 25, 2021 |
||||||||||||||||
Money market investments |
$ | $ | — | $ | — | $ | ||||||||||
Asset-backed securities |
— | |||||||||||||||
Corporate bonds and direct obligations of government agencies |
||||||||||||||||
U.S. Treasury obligations |
— | |||||||||||||||
Total |
$ | $ | $ | $ | ||||||||||||
Less than 12 months |
12 months or longer |
Total |
||||||||||||||||||||||
Fair Value |
Unrealized Loss |
Fair Value |
Unrealized Loss |
Fair Value |
Unrealized Loss |
|||||||||||||||||||
March 26, 2022 |
||||||||||||||||||||||||
Asset-backed securities |
$ | $ | $ | — | $ | — | $ | $ | ||||||||||||||||
Corporate bonds and direct obligations of government agencies |
||||||||||||||||||||||||
U.S. Treasury obligations |
— | — | ||||||||||||||||||||||
Total |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
December 25, 2021 |
||||||||||||||||||||||||
Asset-backed securities |
$ | $ | $ | — | $ | — | $ | $ | ||||||||||||||||
Corporate bonds and direct obligations of government agencies |
— | — | ||||||||||||||||||||||
Total |
$ | $ | $ | — | $ | — | $ | $ | ||||||||||||||||
(9) |
Leases |
Finance leases: |
||||
Amortization of right-of-use |
$ | |||
Interest on lease liability |
||||
Total finance lease cost |
||||
Operating leases: |
||||
Lease cost |
||||
Variable lease cost |
— | |||
Sublease income |
( |
) | ||
Total net operating lease income |
( |
) | ||
Total net lease cost |
$ | |||
Operating lease right-of-use |
Other assets |
$ | ||||
Finance lease assets |
Operating property, less accumulated depreciation and amortization |
|||||
Total lease assets |
$ | |||||
Finance Leases |
Operating Leases |
|||||||
2022 Remainder |
$ | $ | ||||||
2023 |
||||||||
2024 |
||||||||
2025 |
||||||||
2026 |
||||||||
Thereafter |
— | — | ||||||
Total future minimum lease payments |
||||||||
Less amount representing interest ( |
||||||||
Present value of minimum lease payments |
$ | $ | ||||||
Current maturities of long-term debt |
||||||||
Long-term debt, excluding current maturities |
||||||||
Other current liabilities |
||||||||
Deferred income taxes and other noncurrent liabilities |
Finance Leases | Operating Leases | |||||||
Weighted average remaining lease term (years) |
||||||||
Weighted average discount rate |
% | % |
(10) |
Debt |
(11) |
Commitments and Contingencies |
Introduction |
Revenue |
Thirteen Weeks Ended |
||||||||
March 26, 2022 |
March 27, 2021 |
|||||||
Revenue generated through (in thousands): |
||||||||
Truck transportation |
||||||||
Truckload: |
||||||||
Van equipment |
$ | 1,081,206 | $ | 729,402 | ||||
Unsided/platform equipment |
408,757 | 297,485 | ||||||
Less-than-truckload |
33,720 | 25,670 | ||||||
Other truck transportation (1) |
227,601 | 140,932 | ||||||
|
|
|
|
|||||
Total truck transportation |
1,751,284 | 1,193,489 | ||||||
Rail intermodal |
42,688 | 31,708 | ||||||
Ocean and air cargo carriers |
152,057 | 47,600 | ||||||
Other (2) |
24,750 | 14,737 | ||||||
|
|
|
|
|||||
$ | 1,970,599 | $ | 1,287,534 | |||||
|
|
|
|
|||||
Revenue on loads hauled via BCO Independent Contractors included in total truck transportation |
$ | 727,574 | $ | 560,114 | ||||
Number of loads: |
||||||||
Truck transportation |
||||||||
Truckload: |
||||||||
Van equipment |
376,268 | 321,212 | ||||||
Unsided/platform equipment |
131,829 | 114,263 | ||||||
Less-than-truckload |
47,843 | 40,692 | ||||||
Other truck transportation (1) |
85,930 | 59,663 | ||||||
|
|
|
|
|||||
Total truck transportation |
641,870 | 535,830 | ||||||
Rail intermodal |
12,630 | 11,700 | ||||||
Ocean and air cargo carriers |
11,560 | 9,230 | ||||||
|
|
|
|
|||||
666,060 | 556,760 | |||||||
|
|
|
|
|||||
Loads hauled via BCO Independent Contractors included in total truck transportation |
262,240 | 245,950 | ||||||
Revenue per load: |
||||||||
Truck transportation |
||||||||
Truckload: |
||||||||
Van equipment |
$ | 2,873 | $ | 2,271 | ||||
Unsided/platform equipment |
3,101 | 2,604 | ||||||
Less-than-truckload |
705 | 631 | ||||||
Other truck transportation (1) |
2,649 | 2,362 | ||||||
Total truck transportation |
2,728 | 2,227 | ||||||
Rail intermodal |
3,380 | 2,710 | ||||||
Ocean and air cargo carriers |
13,154 | 5,157 | ||||||
Revenue per load on loads hauled via BCO Independent Contractors |
$ | 2,774 | $ | 2,277 |
Revenue by capacity type (as a % of total revenue): |
||||||||
Truck capacity providers: |
||||||||
BCO Independent Contractors |
37 | % | 44 | % | ||||
Truck Brokerage Carriers |
52 | % | 49 | % | ||||
Rail intermodal |
2 | % | 2 | % | ||||
Ocean and air cargo carriers |
8 | % | 4 | % | ||||
Other |
1 | % | 1 | % |
(1) | Includes power-only, expedited, straight truck, cargo van, and miscellaneous other truck transportation revenue generated by the transportation logistics segment. Power-only refers to shipments where the Company furnishes a power unit and an operator but not trailing equipment, which is typically provided by the shipper or consignee. |
(2) |
Includes primarily reinsurance premium revenue generated by the insurance segment and intra-Mexico transportation services revenue generated by Landstar Metro. |
March 26, 2022 |
March 27, 2021 |
|||||||
BCO Independent Contractors |
11,089 | 10,498 | ||||||
Truck Brokerage Carriers: |
||||||||
Approved and active (1) |
68,859 | 49,538 | ||||||
Other approved |
28,094 | 23,246 | ||||||
|
|
|
|
|||||
96,953 | 72,784 | |||||||
|
|
|
|
|||||
Total available truck capacity providers |
108,042 | 83,282 | ||||||
|
|
|
|
|||||
Trucks provided by BCO Independent Contractors |
11,935 | 11,268 |
(1) | Active refers to Truck Brokerage Carriers who moved at least one load in the 180 days immediately preceding the fiscal quarter end. |
Thirteen Weeks Ended |
||||||||
March 26, 2022 |
March 27, 2021 |
|||||||
Revenue |
$ | 1,970,599 | $ | 1,287,534 | ||||
Costs of revenue: |
||||||||
Purchased transportation |
1,550,330 | 998,285 | ||||||
Commissions to agents |
149,778 | 100,009 | ||||||
|
|
|
|
|||||
Variable costs of revenue |
1,700,108 | 1,098,294 | ||||||
Trailing equipment depreciation |
9,083 | 8,907 | ||||||
Information technology costs |
4,046 | 2,938 | ||||||
Insurance-related costs (1) |
31,655 | 22,622 | ||||||
Other operating costs |
11,141 | 7,642 | ||||||
|
|
|
|
|||||
Other costs of revenue |
55,925 | 42,109 | ||||||
|
|
|
|
|||||
Total costs of revenue |
1,756,033 | 1,140,403 | ||||||
|
|
|
|
|||||
Gross profit |
$ | 214,566 | $ | 147,131 | ||||
|
|
|
|
|||||
Gross profit margin |
10.9 | % | 11.4 | % | ||||
Plus: other costs of revenue |
55,925 | 42,109 | ||||||
|
|
|
|
|||||
Variable contribution |
$ | 270,491 | $ | 189,240 | ||||
|
|
|
|
|||||
Variable contribution margin |
13.7 | % | 14.7 | % |
(1) | Insurance-related costs in the table above include (i) other costs of revenue related to the transportation of freight that are included as a portion of insurance and claims in the Company’s Consolidated Statements of Income and (ii) certain other costs of revenue related to reinsurance premiums received by Signature that are included as a portion of selling, general and administrative in the Company’s Consolidated Statements of Income. Insurance and claims costs included in other costs of revenue relating to the transportation of freight primarily consist of insurance premiums paid for commercial auto liability, general liability, cargo and other lines of coverage related to the transportation of freight and the related cost of claims incurred under those programs, and, to a lesser extent, the cost of claims incurred under insurance programs available to BCO Independent Contractors that are reinsured by Signature. Other insurance and claims costs included in costs of revenue that are included in selling, general and administrative in the Company’s Consolidated Statements of Income consist of brokerage commissions and other fees incurred by Signature relating to the administration of insurance programs available to BCO Independent Contractors that are reinsured by Signature. |
Thirteen Weeks Ended |
||||||||
March 26, 2022 |
March 27, 2021 |
|||||||
Gross profit |
$ | 214,566 | $ | 147,131 | ||||
Operating income |
$ | 162,833 | $ | 103,268 | ||||
Operating income as % of gross profit |
75.9 |
% |
70.2 |
% | ||||
Variable contribution |
$ | 270,491 | $ | 189,240 | ||||
Operating income |
$ | 162,833 | $ | 103,268 | ||||
Operating income as % of variable contribution |
60.2 |
% |
54.6 |
% |
Fiscal Period |
Total Number of Shares Purchased |
Average Price Paid Per Share |
Total Number of Shares Purchased as Part of Publicly Announced Programs |
Maximum Number of Shares That May Yet Be Purchased Under the Programs |
||||||||||||
December 25, 2021 |
3,000,000 | |||||||||||||||
December 26, 2021 – January 22, 2022 |
— | $ | — | — | 3,000,000 | |||||||||||
January 23, 2022 – February 19, 2022 |
571,871 | 158.72 | 571,871 | 2,428,129 | ||||||||||||
February 20, 2022 – March 26, 2022 |
121,679 | 152.56 | 121,679 | 2,306,450 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total |
693,550 | $ | 157.64 | 693,550 | ||||||||||||
|
|
|
|
|
|
Exhibit No. |
Description | |
(31) | Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.1* | Chief Executive Officer certification, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2* | Chief Financial Officer certification, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
(32) | Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.1** | Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2** | Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS* | Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* | Filed herewith |
** | Furnished herewith |
LANDSTAR SYSTEM, INC. | ||||||
Date: April 29, 2022 | /s/ James B. Gattoni | |||||
James B. Gattoni | ||||||
President and Chief Executive Officer | ||||||
Date: April 29, 2022 | /s/ Federico L. Pensotti | |||||
Federico L. Pensotti | ||||||
Vice President and Chief | ||||||
Financial Officer |
EXHIBIT 31.1
SECTION 302 CERTIFICATION
I, James B. Gattoni, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Landstar System, Inc.; |
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: April 29, 2022
/s/ James B. Gattoni |
James B. Gattoni |
President and Chief Executive Officer |
EXHIBIT 31.2
SECTION 302 CERTIFICATION
I, Federico L. Pensotti, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Landstar System, Inc.; |
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: April 29, 2022
/s/ Federico L. Pensotti |
Federico L. Pensotti |
Vice President and Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Landstar System, Inc. (the Company) on Form 10-Q for the period ending March 26, 2022, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, James B. Gattoni, President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: April 29, 2022
/s/ James B. Gattoni |
James B. Gattoni |
President and Chief Executive Officer |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Landstar System, Inc. (the Company) on Form 10-Q for the period ending March 26, 2022, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Federico L. Pensotti, Vice President and Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: April 29, 2022
/s/ Federico L. Pensotti |
Federico L. Pensotti |
Vice President and Chief Financial Officer |